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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-Q/A


_X_

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

 

 

 

For the Quarterly Period Ended September 30, 2010

 

 

____

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


For the Transition Period From                       to                     


Commission File Number 000-53434


GOLD STANDARD MINING CORP.

(Name of small business issuer specified in its charter)



              Nevada               

        80-0250289        

(State or other jurisdiction of

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

incorporation or organization)

 

 

 

28030 Dorothy Drive, Suite 307, Agoura Hills, CA

   91301    

(Address of principal executive offices)

(Zip Code)


                          (323) 782-8802                         

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during 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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)  Yes   £     No   T  



Indicate by check mark whether the registrant is a large accelerated filer, anon –accelerated filer, or a smaller reporting company.   See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.


Large accelerated filer           

Accelerated filer           

  

Non-accelerated filer             

Smaller reporting company   X 


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes £     No   T 


As of September 30, 2010, the issuer had  202,721,522 shares of common stock outstanding.


Transitional Small Business Disclosure Format:     Yes   £     No   T


1


PART I – FINANCIAL INFORMATION


Item 1. Financial Statements


The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Report on Form 10K, as amended, previously filed with the Commission.


2



Gold Standard Mining Corp. and Subsidiaries

 

 

 

Consolidated Balance Sheets

 

 

 

 

(expressed in thousands of U.S. dollars, except share information)

 

 

 

 


September 30,

    2010   

 


December 30,

     2009    

     

Assets

 NOTE

 

 

 

     

Current assets

 

 

 

 

Cash and cash equivalents

5

 $        1,601

 

 $          6

Accounts and notes receivable, net

6

                      -   

 

 -

Inventories

 

                      -   

 

                    -   

Other current assets

 

                   537

 

 -

Total current assets

 

                2,138

 

                      6

 

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment, net

7

                4,769

 

               5,783

Deferred consulting fee

8

                3,557

 

 -

Total non-current assets

 

                8,326

 

               5,783

Total assets

 

 $     10,464

 

 $       5,789

Liabilities and shareholders’ equity

 

 

 

 

Current liabilities

 

 

 

 

Accounts payable and accrued expenses

8

                   840

 

                  763

Loans from related parties

9

                   185

 

                  171

Deferred income taxes

 

                   849

 

                  849

Taxes payable

 

                   347

 

                  349

Total current liabilities

 

                2,221

 

               2,132

 

 

 

 

 

Long-term liabilities

 

 

 

 

Asset retirement obligations

7

                1,147

 

               1,153

Total long-term liabilities

 

               1,147

 

               1,153

Total liabilities

 

                3,368

 

               3,285

Shareholders’ equity

 

 

 

 

     

Common stock, $0.001 par value; 500,000,000 authorized;

 

 

 

 

     

202,721,522 and 142,699,522 issued and outstanding

 

                   203

 

                  143

Additional paid-in capital

 

              11,951

 

               6,004

Stock subscription receivable

 

                     50

 

                    -   

Other comprehensive loss

 

              (6,197)

 

             (3,507)

Retained earnings (Accumulated deficit)

 

                1,089

 

                (136)

Total shareholders’ equity

 

                7,096

 

               2,504

 

 

 

 

 

Total liabilities and shareholders’ equity

 

 $     10,464

 

$       5,789

 

 

 

 

 


2



Gold Standard Mining Corp. and Subsidiaries

 

 

 

 

 

Consolidated Statements of Income and Comprehensive Income

 

 

 

(expressed in thousands of U.S. dollars, except share information)

 

 

 

 

 

 

 

 

 

 

 

For the Three

For the Three

For the Nine

For the Nine

 

 

Months Ended

Months Ended

Months Ended

Months Ended

 

 

September 30,

September 30,

September 30,

September 30,

 

Note

    2010    

     2009     

      2010     

     2009    

 

 

 

 

 

 

Revenues

 

 

 

 

 

Gold production sales

 

$               -   

$     8,404

$   17,252

$   25,211

Net revenues

 

-   

8,404

17,252

25,211

 

 

 

 

 

 

Taxes other than income tax

 

1,253

1,045

3,759

3,134

Maintenance expenses

 

518

829

1,555

2,488

Operating expenses

 

1,892

1,143

5,675

3,429

Depreciation, depletion and amortization

8

262

335

786

1,004

Impairment of property and equipment

 

                      -   

                      -   

 -

 -

Accretion expense on asset retirement obligations

8

                 -

                 -

                 -

                 -

 

 

 

 

 

 

Operating expenses

 

3,925

3,352

11,775

10,055

 

 

 

 

 

 

Other income and expenses

 

 

 

 

 

Gain from early extinguishment of debt

 

                      -   

                      -   

   

   

Other income, net

 

                1

                1

                3

                4

 

 

 

 

 

 

Total other income and expenses

 

                        1

                        1

                       3

                       4

 

 

 

 

 

 

Income before income taxes

 

(3,926)

5,053

5,480

15,160

 

 

 

 

 

 

Income taxes

 

 

 

 

 

Current income tax expense

 

-   

1,989

5,372

5,968

Deferred income tax (benefit) / expense

 

            (372)

         (516)

      (1,117)

       (1,547)

Total income tax expense

14

            (372)

        1,474

         4,255

          4,421

 

 

 

 

 

 

Net income

 

         (3,554)

        3,580

        1,225

       10,739

 

 

 

 

 

 

Other Comprehensive Gain (Loss):

 

 

 

 

 

Foreign currency translation adjustment

 

            (897)

              84

      (2,690)

             251

 

 

 

 

 

 

Comprehensive Income

 

$  (900,220)

 $    3,663

 $  (1,465)

 $    10,990

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic and diluted

 

198,552,229

42,027,742

164,187,419

42,027,742

 

 

 

 

 

 

Income per share:

 

 

 

 

 

Basic and diluted

 

 $         (0.02)

 $         0.09

 $           0.01

 $        0.26


3



Gold Standard Mining Corp. and Subsidiaries

Consolidated Statement of Changes in Shareholders’ Equity

(expressed in thousands of U.S. dollars, except share information) 

 

 

Total

Shareholders’

     Equity    

 

       Common stock

Additional

Paid-in Capital

Stock Subscription

Receivable

Retained

Earnings

 

Shares

Amount

 

 

 

 

 

Balance at December 31, 2009

142,699,522

$      143

$     6,004  

$          -

$     (136)

$  (3,507) 

$      2,504 

Common stock issued for cash

       7,000

6  

 

 

 

Common stock issued for services

60,015,000

60     

5,941  

 

 

 

6,001 

Stock subscription receivable

 

 

 

50

 

 

50 

Net income

 

 

 

 

1,225

 

1,225 

Foreign translation loss

                     -

               

                  

                

                  

      (2,690)

       (2,690)

Balance at September 30, 2010 (unaudited)

202,721,522

$     203

$  11,951

$       50

$      1,089

$   (6,197)

 $     7,096 


4



Gold Standard Mining Corp. and Subsidiaries

Consolidated Statements of Cash Flows

(expressed in thousands of U.S. dollars, except share information)

 

 

 

 

 

 

 

 

 

For the Nine

For the Nine

 

Months Ended

Months Ended

 

September 30,

September 30,

 

           2010          

            2009           

Operating activities

 

 

 

 

 

 

 

Net income

 $ 1,225

 

 $         10,739 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

Depreciation, depletion and amortization

1,437

 

                 1,010 

Deferred income tax (benefit) / expense

-

 

               (1,389)

Stock issued for services

1,999

 

-  

 

 

 

 

Changes in operational working capital:

 

 

 

Accounts and taxes payable

(2,570)

 

                      33 

Other current assets

        (537)

 

                   - 

Net cash provided by operating activities

1,554

 

               10,393 

 

 

 

 

Investing Activities

 

 

 

Cash acquired in reverse merger

-

 

                        6 

 

 

 

 

Financing activities

 

 

 

Loans from related parties

-

 

                      -   

Capital contribution

-

 

                 3,317

Net proceeds from issuance of common stock

56

 

                 3,846

Member withdrawals and dividends

                 -   

 

        (17,855)

Net cash provided by (used for) financing activities

56

 

             (10,692)

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

                    (15)

 


299 

 

 

 

 

Net change in cash and cash equivalents

1,595

 

Cash and cash equivalents at beginning of period

                6

 

                     - 

Cash and cash equivalents at end of period

        1,601

 

                    6 

 

 

 

 

Cash paid for:

 

 

 

       Income tax paid

$     5,372

 

$              4,421 

 

 

 

 

       Interest paid

$             - 

 

$                      -  

 

 

 

 

Supplemental disclosure of non-cash investing activities:

 

 

Issuance of 42,027,742 shares of common stock in reverse merger

 $      (161)

 

 $               (161)


5


Gold Standard Mining Corp.

Notes to the Consolidated Financial Statements

(expressed in thousands of U.S. dollars)

September 30, 2010


Note 1: Background

Organization and Principal Activities

The Company was incorporated in Nevada on December 11, 2007 under the name, Fluid Solutions, Inc.  The Company’s fiscal year end is December 31.  On May 18, 2009, Fluid Solutions, Inc. changed its name to Gold Standard Mining Corp. and effected a 3.3-1 forward common stock split.  All references to common stock shares in these financial statements give effect to the 3.3 to 1 stock split.

In February 2009, Gold Standard Mining Corp. of Wyoming, entered into an agreement with Rosszoloto Co., Ltd. (“Rosszoloto”), 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.   Rosszoloto is a company engaged in the business of operating a producing gold mine in Zeya, Russia, which is located on the border between Russia and China.

On May 6, 2009, the Company entered into a material definitive agreement, as amended, with Gold Standard Mining Corp. of Wyoming, a Wyoming corporation, by which the Company acquired 100% of the outstanding common stock of Gold Standard Mining Corp. of Wyoming in exchange for 100,699,998 shares of the Company's common stock issued in May and June 2009.  Shortly thereafter, Pantellis Zachos, an officer/director and a major shareholder retired 59.4 million shares of common stock to the Company treasury.

The exchange of shares with the Gold Standard Mining Corp. of Wyoming shareholders was accounted for as a reverse acquisition under the acquisition method of accounting because Gold Standard Mining Corp. of Wyoming and its wholly owned subsidiary, Rosszoloto, obtained control of Gold Standard Mining Corp. Accordingly, the share exchange was recorded as a recapitalization of Gold Standard Mining Corp. of Wyoming, with Gold Standard Mining Corp. of Wyoming and Rosszoloto being treated as the continuing entities. The historical financial statements presented are the consolidated financial statements of Gold Standard Mining Corp. of Wyoming and Rosszoloto. The share exchange agreement has been treated as a recapitalization and not as a business combination; therefore, no pro forma information is disclosed. At the date of this transaction, the net liabilities of the legal acquirer were $29.

As a result of the reverse merger transaction described above, the historical financial statements presented are those of Gold Standard Mining Corp. of Wyoming and Rosszoloto.

As a result of the pending acquisition, the Company has changed its plan of operations to the mining of precious metals. On May 18, 2009, in order to complete the share issuance for Rosszoloto, the Company increased its authorized capital from 100,000,000 to 500,000,000 shares of common stock, $0.001 par value per share.

The assets of Gold Standard Mining of Wyoming, principally the agreement to acquire the ownership interest in Rosszoloto have been transferred to the Company and its liabilities have been assumed by the Company.  Gold Standard Mining of Wyoming is currently inactive and in process of liquidation.   

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. Mr Zachos remains the Chief Executive Officer of the Company.

Rosszoloto was chartered in Blagoveshchensk, Amur Region, Russian Federation on March 17, 2009 and is engaged in the exploration, development and production of gold from alluvial and hard rock mineral deposits located in the Amur region in the far east of the Russian Federation.

6

Rosszoloto was established in November 2008 by merging assets from several independent Russian entities under common ownership control. The historical operations are those of the merged companies.  

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: Basis of presentation

These financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Note 3: Summary of Significant Accounting Policies

Use of estimates


The preparation of financial statements in conformity with accounting principles generally accepted in the United States (US) requires management to make estimates and assumptions which affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Significant items subject to such estimates and assumptions include the useful lives of assets for depreciation purposes, environmental obligations, reclamation and closure costs, reserves for contingencies and litigation, asset impairment, carrying value of mineral rights, and deferred income taxes. Eventual actual amounts could differ from such estimates.


In recent years a number of major economies around the world have experienced volatile capital and credit markets.  A number of major global financial institutions have either been placed into bankruptcy, taken over by other financial institutions and / or supported by government funding.  As a consequence of the recent market turmoil in capital and credit markets both globally and in Russia, notwithstanding any potential economic stabilization measures that may be put into place by the Russian government, there exists at September 30, 2010 uncertainties surrounding the potential for economic uncertainties to continue in the foreseeable future, and, as a consequence, the potential that certain assets may not be recovered at their carrying value in the ordinary course of business.  In addition, in developing the Company’s critical estimates and areas of critical judgment, management uses projected cash flows.  These projected cash flows are dependent on various assumptions including historical experience and growth rates.  As a result of the volatility in the global and Russian financial markets, management’s estimates may change and result in a significant impact on the Company.


Reporting and functional currency


The Company conducts its business entirely on the territory of the Russian Federation. The Company’s functional currency is Russian ruble which is the currency of the primary (expressed in thousands of U.S. dollars) environment in which the Company operates. The Company maintains its accounting records in Russian rubles. The Company uses the US Dollar as its reporting currency.


7


Assets and liabilities have been translated into US dollars at the rate prevailing at each balance sheet date. Revenues, expenses and cash flows have been translated into US dollars at weighted-average exchange rates for the reporting period. Translation differences resulting from the use of these rates are included as a separate component of stockholder’s equity.


For the purpose of translating the Russian ruble activity to U.S. dollars the official rates of the Central Bank of Russian Federation have been used.


The closing exchange rate at September 30, 2010 and December 31, 2009 was 30.44 and 30.28 Russian rubles to one US Dollar, respectively. Weighted-average exchange rate for the three and nine months ended 2010 was 30.71 and 30.33 Russian rubles to one US Dollar, respectively. Weighted-average exchange rate for the three and nine months ended 2009 was 31.40 and 32.59 Russian rubles to one US Dollar, respectively.


Foreign currency transactions gains and losses are included in the statement of income.


The Russian ruble is not convertible outside of Russia. Accordingly, the translation of amounts recorded in the Russian rubles into US dollars should not be construed as a representation that such currency amounts have been, could be or will in the future be converted into US dollars at the exchange rate shown or at any other exchange rate.


Cash and cash equivalents


Cash and cash equivalents include all liquid securities with original maturities of three months or less when acquired.


Accounts receivable


Accounts receivable are presented at net realizable value and do not include value-added tax. Accounts and notes receivable are recorded at their transaction amounts less provisions for doubtful debts. Provisions for doubtful debts are recorded to the extent that there is a likelihood that any of the amounts due will not be obtained.  The Company had no accounts receivable balances at September 30, 2010 or December 31, 2009.


Inventories


Gold is measured at the lower of net production cost and net realizable value. The net cost of production per unit of gold is determined by dividing total production cost, by the saleable output of gold.


Production costs include consumables and spares, labor, tax on mining, utilities, refining costs, sundry costs, amortization and depreciation of operating assets.


Materials and supplies inventories are recorded at the lower of average cost or net realizable value.

The Company had no inventory at September 30, 2010 or December 31, 2009.


Property, Plant and Equipment


Property, plant, equipment and development costs are carried at cost.  Mineral exploration costs, as well as drilling and other costs incurred for the purpose of converting mineral resources to proven and probable reserves or identifying new mineral resources at development or production stage properties, are charged to expense as incurred.  Development costs are capitalized  beginning after proven and probable reserves have been established.  Development costs include costs incurred resulting from mine pre-production activities undertaken to gain access to proven and probable reserves, including shafts, drifts, ramps, permanent excavations, infrastructure and removal of overburden


Expenditures for replacements and improvements are capitalized.  Costs related to periodic scheduled maintenance are expensed as incurred.  Mining assets are recorded at cost less accumulated depreciation . Mining assets include the cost of acquiring and developing mining properties, pre-production expenditure, mine infrastructure, mineral rights and mining and exploration licenses and the present value of future asset retirement costs.  Plant and equipment associated with mining activities are carried at cost less accumulated depreciation. Depreciation of these assets is calculated on a straight line basis as follows:

8


Buildings and constructions 5 - 33 years Machinery and equipment 5 - 15 years


Development costs and acquisition costs for proven and probable reserves that relate to a specific ore body are depreciated using the unit-of-production method based on estimated recoverable proven and probable reserves for the ore body benefited.  Depreciation, depletion and amortization using the unit-of-production method is recovered upon extraction of the recoverable ore, is allocated to inventory cost and then included as a component of cost of goods sold.


Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support reported tonnage and average grade of minerals.  Such a deposit does not qualify as proven and probable reserves until legal and economic feasibility are confirmed based upon a comprehensive evaluation of development costs, unit costs, grades, recoveries and other material factors.  


Estimated proved and probable ore reserves reflect the economically recoverable quantities which can be legally recovered in the future from known mineral deposits. The Company’s reserves are estimated in accordance with the Russian Resource Reporting Code for gold reserves.


Mineral rights are recorded as assets when acquired as part of a business combination and are then amortized on a straight-line basis over the life of the related mineral deposits based on estimated proved and probable ore reserves.

Exploration and evaluation assets represent capitalized expenditures incurred by the Company in connection with the exploration for and evaluation of gold resources.  Examples of exploration and evaluation assets are:  


a)

Acquisition of rights to explore potentially mineralized areas,

b)

Topographical, geological, geochemical and geophysical studies,

c)

Exploratory drilling’,

d)

Trenching,

e)

Sampling and,

f)

Activities in relation to evaluating the technical feasibility and commercial viability of extracting a gold resource.


Impairment of long-lived assets


Long-lived assets, such as mining properties, other property, plant and equipment, and purchased intangibles subject to amortization, are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by that group. If the carrying amount of an asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by writing down the carrying amount to the estimated fair value of the asset group. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale are presented separately in the appropriate asset and liability sections of the balance sheet.


Income taxes


Income tax expense represents the sum of the tax currently payable and deferred tax.  Income taxes are computed in accordance with the laws of the Russian Federation.  The tax currently payable is based on taxable profit for the year.  Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further executes items that are never taxable or deductible.  The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.  


9


Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of existing assets and liabilities for the purposes of the financial statements and their respective tax bases and in respect of operating loss and tax credits carryforwards. Deferred income 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 reverse and the assets be recovered and liabilities settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income in the reporting periods in which the originating expenditure becomes deductible. In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that the deferred income tax assets will be realized. In making this assessment, management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies.


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


The Company sells gold pursuant to sales contracts entered into with its customers.  Revenue from the sale of refined gold is recognized when title and risk of loss pass to the customer and when collectability is reasonably assured.  The passing of title and risk of loss to the customer is based on terms of the sales contract, generally upon shipment or delivery of the product, net of value added tax.  


Earnings per share


Earnings per share is calculated in accordance with the ASC 260-10, “Earnings Per Share.” Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of September 30, 2010 and December 31, 2009, there were no potentially dilutive shares.


Pension and post-employment Benefits


Remuneration to employees in respect of services rendered during a reporting period is recognized as an expense in that reporting period.


The Company contributes to the Pension Fund of the Russian Federation on behalf of all its employees.  These contributions are recognized in the income statement when employees have rendered services entitling them to the contribution.


The Company does not maintain any separate retirement benefit plans.


10


New Accounting Standards


In October 2009, the FASB issued Accounting Standards Update 2009-15 ("ASU 2009-15") regarding accounting for own-share lending arrangements in contemplation of convertible debt issuance or other financing.  This ASU requires that at the date of issuance of the shares in a share-lending arrangement entered into in contemplation of a convertible debt offering or other financing, the shares issued shall be measured at fair value and be recognized as an issuance cost, with an offset to additional paid-in capital. Further, loaned shares are excluded from basic and diluted earnings per share unless default of the share-lending arrangement occurs, at which time the loaned shares would be included in the basic and diluted earnings-per-share calculation.  This ASU is effective for fiscal years beginning on or after December 15, 2009, and interim periods within those fiscal years for arrangements outstanding as of the beginning of those fiscal years. The adoption of this ASU did not have a significant impact on the Company’s consolidated financial statements.


In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2010-06, Improving Disclosures about Fair Value Measurements (“ASU No. 2010-06”). The new standard addresses, among other things, guidance regarding activity in Level 3 fair value measurements. Portions of ASU No. 2010-06 that relate to the Level 3 activity disclosures are effective for the annual reporting period beginning after December 15, 2010. The Company will provide the required disclosures beginning with the Company’s Annual Report on Form 10-K for the year ending December 31, 2011. Based on the initial evaluation, the Company does not anticipate a material impact to the Company’s financial position, results of operations or cash flows as a result of this change.


On February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.


On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU is effective for the Company on July 1, 2010. Early adoption is permitted. The adoption of this ASU will not have a material impact on the Company’s consolidated financial statements.


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.


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Environmental obligations


The Company’s mining and exploration activities are subject to various environmental laws and regulations.  The Company estimates environmental obligations based on management’s understanding of the current legal requirements, terms of the license agreements and internally generated engineering estimates.  Provision is made, based on net present values for decommissioning and land restoration costs as soon as the obligation arises.  Actual costs incurrent in future periods could differ materially from the amounts provided.  Additionally, future charges to environmental laws and regulations, life of mine estimates and discount rates could affect the carrying amounts of this provision.

 

Estimated losses from environmental remediation obligations are generally recognized no later than the completion of remedial feasibility studies. The Company accrues for losses associated with environmental remediation obligations when such losses are probable and reasonably estimable. Such accruals are adjusted as further information becomes available or circumstances change.


Provision for land restoration, representing the cost of restoring land that arises when environmental disturbance is caused by the development or on-going production of a mining property is estimated at the net present value of the expenditures expected to settle the obligation.  


Ongoing restoration costs are expensed when incurred.


Asset Retirement Obligations


The Company records the fair value of estimated asset retirement obligations associated with long-lived assets for those which there is a legal obligation to settle under existing or enacted law, statute, written or oral contract or by legal construction.  Asset retirement costs are capitalized as part of the related asset’s carrying value and are depreciated, on a unit-of-production basis.  


Note 4: Cash and Cash Equivalents

September 30,
2010

December 31,
2009

Cash in bank accounts

1,601

 6

Total cash and cash equivalents

1,601

6

Note 5: Property, Plant and Equipment

Cost

Accumulated
DD&A

Mining assets

9,259

4,490

Balance at December 31, 2009

9,259

4,490


The Company’s mining fields are situated on land belonging to the Russian Federation. The Company obtained licenses from the local authorities and pays unified natural resources production tax to explore and produce mineral ore from the fields.


Significant value of Company’s mining assets included in the balance sheet was derived as a result of an independent appraisal before the contribution by the member.


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This appraised value represents fair market value at the time of the contribution. Management believes that the entire carrying amount of Company’s assets included under property, plant and equipment is fully recoverable from future cash proceeds expected to be received over the useful lives of these assets.  The member’s cost exceeded the appraised value.

In accordance with SFAS No. 143, property, plant and equipment listed above include asset retirement costs associated with asset retirement obligations. Changes in the asset retirement obligation during the nine months ended and September 30, 2010 are as follows:



 

September 30,
2010

December 31,
2009

ARO liability at the beginning of the period

Accretion expense Liabilities incurred Changes in estimates

 
 

1,152
 
-
(5)

720
-
430
-

Total asset retirement obligations

 

1,147

    1,152

Note 6: Accounts Payable and Accrued Expenses

September 30,

December 31,

 
 

        2010

2009

 

Trade accounts payable Accrued expenses

Other payables

798
42

721
42

 

Total accounts payable and accrued expenses

840

763

 



Note 7: Shareholders’ Equity


During the nine months ended September 30, 2010, the Company issued 20,000,000 to consultants for services. The Company recognized expense for these services in the amount of $2,000 during the nine months ended September 30, 2010.


On May 29, 2010, the Board of Directors of the Company awarded an aggregate of 40,015,000 shares of common stock to a group of individuals and companies who reside in both the United States and several foreign countries. The Company recognized deferred consulting fees in its accompanying balance sheet for $4,002.


During the nine months ended September 30, 2010, the Company issued 7,000 shares of its common stock for cash in the amount of $6.


Note 8: Deferred Compensation


On May 29, 2010, the Board of Directors of the Company awarded an aggregate of 40,015,000 shares of common stock to a group of individuals and companies who reside in both the United States and several foreign countries.  The awards are for the various services that these individuals and companies can provide to the Company under three year consulting agreements.  The Board determined that the value of the services was $4,002 which has been accounted for as a deferred expense.  As of June 30, 2010, amortization of $445 has been charged to operations based on the start date of June 1, 2010 for the 36 month agreements.  The unamortized portion, $3,557, of the compensation awards will be charged to operations over the period October 1, 2010 to May 31, 2013.


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Note 9: Related Party Transactions


During the nine months ended September 30, 2010 and 2009, 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.


Pantelis Zachos, President and CEO, and a shareholder have periodically made loans to the Company to fund its operations. The advances are non-interest bearing, and are due on demand. Loan balances at September 30, 2010 and December 31, 2009 were $185 and $171, respectively.


Note 10: Commitments, Contingencies and Operating Risks


Insurance


The insurance industry is not yet well developed in the Russian Federation and many forms of insurance protection common in more economically developed countries are not yet available on comparable terms. The Company does not have full insurance coverage for its mining operations, other than the limited coverage required by law and contract.  The Company may become subject to liability for risks that cannot be insured against.  Losses from uninsured risks may cause the Company to incur costs that could have a material adverse effect on the Company’s business and financial condition.


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.


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 proceeding 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.


In regards to matters in which the payment of taxes is unclear, Management has estimated that its tax exposure at September 30, 2010 is minimal, and has not provided an accrual since it does not believe the payment of additional taxes to be probable.


Compliance With Mining Licenses


The licenses for the Company’s exploration and mining operations, the issuance of new licenses and the Company’s compliance with the terms of its licenses.  Russian regulatory authorities exercise considerable discretion in the timing of licenses issuances and renewals and the monitoring of a licensee’s compliance with the terms of a license.


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Requirements imposed by these authorities include securing the life, safety and health of the workers and the population residing in the gold mining zone during the construction or reconstruction of the gold mining enterprises; requiring the Company to conduct industrial safety examinations; provide liability insurance for damages to third parties and the environment; effective functioning of industrial control system providing industrial safety, fulfillment of the legislative requirements and technical regulations on safety of operations; disposing of waste products in a way to minimize the harmful effects on the natural environment; comply with the program of annual environmental monitoring; taking the necessary measures to reduce or prevent the pollution caused by mining; participation in the social and economic investment activity in the mining area and arrange for jobs for the area residents.


The Company is subject to periodic reviews of its activities by governmental authorities with respect to the requirements of its mining licenses. 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. No significant issues of non compliance existed as of September 30, 2010.


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.


The Company is obliged in terms of various laws and  mining licenses to decommission mine facilities on cessation of its mining operations and to restore and rehabilitate the environment.  The Company’s management regularly reassesses environmental obligations for its operations.  Estimations are based on management’s understanding of the current legal requirements and the terms of the license agreements.  Should the requirements of applicable environment legislation change the Company may incur additional environmental obligations.


 Russian Federation risk


As an emerging market, the Russian Federation does not possess a fully developed business and regulatory infrastructure including stable banking and judicial systems, which would generally exist in a more mature market economy.  The economy of the Russian Federation is characterized by a currency that is not freely convertible outside the country, currency controls, low liquidity levels for debt and equity markets and continuing inflation.  As a result, operations in the Russian Federation involve risks that are not typically associated with those in more developed markets.

Stability and success of the Russian economy depends on the effectiveness of the government’s economic policies and the continued development of the legal and political systems.


Legal contingencies


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


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Note 11: Business and credit concentration


Major Customer


During 2010 and prior years, the main customer of the Company was Sberbank, a major state controlled retail banking institution in the Russian Federation. The gold industry in Russia is subject to world market conditions and Russian government policies. The Russian and regional government have exercised, and can be expected to continue to exercise, significant influence over the Company’s operations, through legislative and regulatory means.

Changes in the market and government policies may significantly affect management’s estimates and the Company’s performance.


Note 12: Risk management activities


Commodity price risk


Commodity price risk is the risk that the Company’s current or future earnings will be adversely impacted by changes in the market price of gold.  A decline in gold prices could result in a decrease in profit and cash flows.  The Company’s management regularly monitors gold price, market forecasts and believes that the current trend of price increases will continue in the future.


The Company does not enter into any hedging contracts or use other financial instruments to mitigate the commodity price risk.


Note 13:  Mining leases


On October 5, 2009 the Company renewed its licenses on the mining site located in the valley of the Elniclny brook and its inflows.  The mining lease will expire on December 31, 2019.  The obligation of the Company is to begin exploration work during the third quarter of 2010, and to complete exploration work and provide a final geological report with estimation of reserves during the fourth quarter of 2011, and to begin gold mining in 2010 with an annual level of 3,000 kilograms of gold.  Payments provided for in this lease include that the Company will pay a royalty of 3% of the cost of exploration for minerals and a royalty of 2.6% of gold  sales.


On October 5, 2009 the Company renewed its licenses on the mining site located in the basin of the middle part of the Urka River, the left tributary of the Amur River, the Skovorodinsky District in the Russian Federation.  The mining lease will expire on December 31, 2030.  The obligation of the Company is begin geological examination of the licensing plot not later than December 31, 2009, and to complete prospecting and evaluation of the deposit and approval of the Amur Territorial Board of Resources together with geological report with calculation of preliminary estimated ore mineral resources not later than December 31, 2011.  By June 30, 2012 the Company is required to prepare and coordinate an exploration program with calculation of preliminary estimated ore mineral resources.


The Company is required to complete exploration of the deposit and secure approval of the Amur Territorial Board for Resources not later than December 31, 2014, together with a geological report with calculation of ore mineral resources based upon the exploration work.  The Company is required to prepare and coordinate the field development program with positive conclusion of government ecological assessment and industrial safety examination by December 31, 2016.  The Company is required to complete the erection of the mining enterprise and mine gold at the rate of not less than 3000 kg per year not later than December 31, 2018.  Payments provided for on this lease is that  the Company will pay a royalty of 3% of the cost of exploration for minerals and a royalty of 2.6% of gold  sales.


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Note 14: Subsequent events


The Company has evaluated all subsequent events that occurred up to the time of the Company’s issuance of its financial statements.


Item 2:  Management’s Discussion and Analysis or Plan of Operation


The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operation contained in the Company’s Report on Form 10K for the period ended December 31, 2009, as amended, filed with the Securities and Exchange Commission.  


Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009


Revenues


Revenues for the three months ended September 30, 2010 were $0 compared with $8,404,000 for the three months ended September 30, 2009.  The company attributes the decrease in revenues to management’s decision not to sell the majority of gold until the last quarter of 2010 due to increases in the price of gold.


General and Administrative Expenses


The Company incurred general and administrative expenses amounting to $3,925,000 in the three month period ended September 30, 2010, compared to $3,352,000 for the three months ended September 30, 2009.    


Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009


Revenues


Revenues for the nine months ended September 30, 2010 were $17,252,000 compared with $25,211,000 for the nine months ended September 30, 2009.  The company attributes the decrease in revenues to management’s decision not to sell the majority of gold until the last quarter of 2010 due to increases in the price of gold.  


General and Administrative Expenses


The Company incurred general and administrative expenses amounting to $11,775,000 in the nine month period ended September 30, 2010, compared to $10,055,000 for the nine Months ended September 30, 2009.  The principal reasons for the increase is attributed to the depreciation expense of new equipment of $5,675,000 in the nine months ended September 30, 2010 compared with $3,429,000 in the nine months ended September 30, 2009.  


Critical Accounting Estimates and Policies


The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements.


17


We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Registration Statement. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.


We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see note 1 to the financial statements for the period ended September 30, 2010, included in this Form 10Q.


Cash Equivalents


Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.


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.


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.


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.


18


Segment Reporting


Based on the Company's integration and management strategies, the Company operates in a single business segment. For the period ended September 30l, 2010, the Company had no revenue.


Plan of Operations


The Company’s plan of operations was originally involved in the seeking and development of natural mineral water sources for bottled water and juices.   With the acquisition of Roszoloto, the Company has expanded its operations into minerals and mining.


Item 3.  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 (which is based, in part, on quoted market prices). Market prices of common equity securities in general, are subject to fluctuations which could cause the amount to be realized upon sale to differ significantly from the current reported value. The fluctuations may result from perceived changes in the underlying economic characteristics of the Company’s portfolio companies, the relative prices of alternative investments, general market conditions and supply and demand imbalances for a particular security.


Neither the Company’s investments nor an investment in the Company is intended to constitute a balanced investment program. The Company will be subject to exposure in the public—market pricing and the risks inherent therein.


Item 4: 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 September 30, 2010. 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 September 30, 2010, the issuer’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  


Item 4T: Controls and Procedures


This item is not applicable because this is not an annual report for a fiscal year ending on or after March 31, 2007 but before December 15, 2008.


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PART II – OTHER INFORMATION


Item 1. Legal Proceedings


In the normal course of business, the Company is, and in the future may be, subject to various disputes, claims, lawsuits, and administrative proceedings arising in the ordinary course of business with respect to commercial, employment and other matters, which could involve substantial amounts of damages. In the opinion of management, any liability related to any such known proceedings would have a material adverse effect on the business or financial condition of the Company.  Additionally, from time to time, we may pursue litigation against third parties to enforce or protect our rights under our contracts, trademarks, trade secrets and our intellectual property rights generally.  At the present time, the Company is not the subject of any lawsuits or claims.


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.


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 expect to incur net losses in future quarters.


If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.


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.


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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.


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.


We do not expect to pay dividends for the foreseeable future.


For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.


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.


There is Substantial Doubt About Our Ability to Continue as a Going Concern, which Means that We May Not Be Able to Continue Operations Unless We Obtain Additional Funding


The report of our independent accountants on our December 31, 2009 financial statements included an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Our Common Stock May Be Affected By Limited Trading Volume and May Fluctuate Significantly


Prior to this offering, there has been no market for our common stock and there can be no assurance that an active trading market for our common stock will develop. As a result, this could adversely affect our shareholders' ability to sell our common stock in short time periods, or possibly at all. Our common stock has experienced, and is likely to experience in the future, significant price and volume fluctuations which could adversely affect the market price of our common stock without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause the price of our common stock to fluctuate substantially. Substantial fluctuations in our stock price could significantly reduce the price of our stock.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


We issued the following securities within the past three years that were not registered under the Securities Act.  All amounts have been adjusted to give effect to the 1,000 to 1 stock split that took place on October 18, 2008 and the 3.3 to 1 stock split that took place on May 18, 2009:


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In December 2007, 66,000,000 shares of common stock were issued to officer and director Pantelis Zachos for services, pursuant to Section 4(2) of the Securities Act of 1933.


From September through October  2008, 33,000,000 shares were sold to 25 investors for cash, pursuant to Regulation D, Rule 504(b)(ii), registered in the State of Illinois as a Small Corporate Offering.


In January 2009, 66,000 shares of common stock were issued to a non-affiliate investor for cash, pursuant to Section 4(2) of the Securities Act of 1933. In addition, the investor received an option to purchase an additional 20,000 shares at $1.50 per share.


In February 2009, the Company issued to several non- affiliate investors 6,600, 66,000 and 33,000 shares of for cash, pursuant to Section 4(2) of the Securities Act of 1933.


Also in February 2009, 82,500 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 April 25, 2009, 5,502 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.


In May  2009, the Company issued for cash the following shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933:


165,000 shares to a non-affiliate investor.  In addition, the investor received an option  to purchase an additional 50,000 shares at $5.00 per share,

 

186,222 shares to a non-affiliate investor and,

 

135,300 shares to a non-affiliate investor.

 


In May 2009 and in September 2009, the Company issued to three individuals and a privately held domestic corporation an aggregate of 100,669,998 shares of common stock in connection with the acquisition of Ross Zoloto Co. Ltd, pursuant to Section 4(2) of the Securities Act of 1933.


Also in May 2009, the former principal officer/shareholder returned for no consideration, 59,400,000 shares of common stock which the Company retired.


In July 2009, the Company issued to a consultant 1,650,000 shares for services rendered, pursuant to Section 4(2) of the Securities Act of 1933.


In May 2010, the Company issued to a consultant 15,000 shares for services to be rendered, pursuant to Section 4(2) of the Securities Act of 1933.


In May 2010, the Company issued to a consultant 13,700,000 shares for services to be rendered, pursuant to Section 4(2) of the Securities Act of 1933.


In May 2010, the Company issued to a consultant 13,000,000 shares for services to be rendered, pursuant to Section 4(2) of the Securities Act of 1933.


22


In May 2010, the Company issued to a consultant 4,000,000 shares for services to be rendered,  pursuant to Section 4(2) of the Securities Act of 1933.


In May 2010, the Company issued to a consultant 4,800,000 shares for services to be rendered, pursuant to Section 4(2) of the Securities Act of 1933.


In May 2010, the Company issued to its Chief Executive Officer,  20,000,000 shares for services  rendered, pursuant to Section 4(2) of the Securities Act of 1933.


In May 2010, the Company issued to a consultant 4,500,000 shares for services to be rendered, pursuant to Section 4(2) of the Securities Act of 1933.


In September 2010, 7,000 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.


No underwriters were used in the above-referenced transactions, and no commissions were paid.


Item 3. Defaults Upon Senior Securities


None.


Item 4. Submission of Matters to a Vote of Security Holders


None.


Item 5. Other Information


None.


Item 6. Exhibits and Reports on Form 8-K


Exhibit No.

                                                  DESCRIPTION

 

 

31.1

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

31.2

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)

32.1

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350

32.2

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

 

 


23


SIGNATURES


In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report 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

         Chief Executive Officer

         Chief Financial Officer and Director