Item 7.

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

Overview

We are a shell company with no active business.  Our plan of operations is to acquire mining rights, including primarily gold mining rights, for a number of properties, to explore such properties for ore reserves, and to develop those properties where such development would appear to be commercially viable.

On May 6, 2009, we acquired all of the outstanding capital stock of Gold Standard Mining Corp., a Wyoming corporation (“GS Wyoming”), in exchange for 100,669,998 shares of our common stock pursuant to an Exchange Agreement dated May 6, 2009 with that corporation and its shareholders.  Concurrently with the acquisition, Pantelis Zachos, our Chief Executive Officer and a director, tendered 59,400,000 shares of common stock back to us for retirement.  

As of the date that we acquired GS Wyoming, GS Wyoming’s principal asset was an Exchange Agreement, dated February 9, 2009, pursuant to which GS Wyoming had agreed to acquire Rosszoloto Co. Ltd., a limited liability company organized under the laws of Russia (“Rosszoloto”), in a stock exchange.  Rosszoloto is engaged in the business of gold mining in the Amur Region of Russia near the border between Russia and China.  Although we completed the acquisition of Rosszoloto in June 2010, on May 13, 2011, we rescinded the Exchange Agreement relating to Rosszoloto and treated the transaction as null and void.  As part of the rescission, Araik Khachatryan and Zurab Chavchavadze, two of our directors and former shareholders of GS Wyoming, tendered back to us for retirement the 51,499,998 shares they had received in connection with our acquisition of GS Wyoming and Rosszoloto.

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We did not have any revenues in fiscal year 2009, and accordingly we incurred a net loss of $603,000 in fiscal year 2009 in the amount of our operating expenses for the year.   

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, and which form the basis for making judgments about the carrying values of assets and liabilities.  Actual results may differ from these estimates under different assumptions or conditions.

We consider the following accounting policy to be both the most important to the portrayal of our financial condition and that that requires the most subjective judgment.

Stock-Based Compensation.  We from time to time issue shares of common stock for services.  These shares are valued at the fair market value of the services at the date of issuance.  We have valued these issuances at the estimated fair market value of the services since our common stock is thinly traded and we have raised minimal cash from sales of common stock.

Results of Operations—Fiscal Year 2009 Compared to Fiscal Year 2008

We have had no revenues since inception.

Our operating expenses totaled $603,000 in fiscal year 2009 compared to $49,000 in fiscal year 2009.  The increase relates primarily to $117,000 of legal and accounting expenses and $356,000 of consulting expenses in connection with our acquisition of GS Wyoming and the proposed acquisition of Rosszoloto.  Our other operating expenses primarily relate to accounting and legal expenses associated with our reporting responsibilities under the Securities Exchange Act of 1934.  

Financial Condition, Liquidity and Capital Resources

We have funded our operations principally through the issuance of stock for services, the issuance of stock for cash, and advances from shareholders.  In fiscal year 2009, we issued 697,024 shares of common stock for $484,000.  In addition we received advances from Pantelis Zachos, our Chief Executive Officer, a director and a principal shareholder, in the amount of $132,000, resulting in total outstanding advances from him of $171,000 at December 31, 2009.  These advances are non-interest bearing and due on demand.

We expect to have minimal cash needs for operating expenses pending the time we commence exploration and development activities on specific properties.  These expenses will be principally legal, accounting and audit expenses in connection with our reporting obligations under the Securities Exchange Act of 1934.  We anticipate funding these expenses through stock sales in private transactions or additional shareholder loans.  We do not have a commitment from anyone to provide funds for our operating expenses.  If we do not obtain funds for these expenses, we will have to cease operations.

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Report of Independent Registered Public Accounting Firm

To The Board of Directors and Stockholders of

Gold Standard Mining Corp.

We have audited the accompanying consolidated balance sheets of Gold Standard Mining Corp. (a Exploration stage company) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for the years ending December 31, 2009 and 2008, and for the period from December 11, 2007 (inception) to December 31, 2009.  These consolidated 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated 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 years ended December 31, 2009 and 2008 and 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 consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As described in Note 1 to the financial statements, the Company has not generated any 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 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Notes 1 and 7 to the financial statements, the Company restated its financial statements for the years ended December 31, 2009 and 2008.

/s/Gruber & Company, LLC

    Gruber & Company, LLC

    Lake St. Louis, Missouri

    April 12, 2010, except as to Note 7 for which

    the date is May 12, 2011

4                                                                                             F-1

5                                                                                                                          F-2

6                                                                                                                        F-3

Gold Standard Mining Corp.

Notes to Consolidated Financial Statements

Note 1 - Organization and Basis of Presentation

Organization and Lines of Business

Gold Standard Mining Corp. (the “Company”) was incorporated in Nevada on December 11, 2007 as Fluid Solutions, Inc.  On May 6, 2009, Fluid Solutions, Inc. acquired all of the outstanding capital stock of Gold Standard Mining Corp., a Wyoming corporation (“GS Wyoming”), in exchange for 100,669,998 shares of its common stock pursuant to an Exchange Agreement dated May 6, 2009 with that corporation and its shareholders.  Concurrently with the acquisition, Pantelis Zachos, its Chief Executive Officer and a director, tendered 59,400,000 shares of common stock back to Fluid Solutions, Inc. for retirement.  

On May 18, 2009, Fluid Solutions, Inc. changed its name to “Gold Standard Mining Corp.” and effected a 3.3 to 1 forward stock split.  This split has been retroactively reflected in these financial statements.  

As of the date that the Company acquired GS Wyoming, GS Wyoming’s principal asset was an Exchange Agreement, dated February 9, 2009, pursuant to which GS Wyoming had agreed to acquire Rosszoloto Co. Ltd., a limited liability company organized under the laws of Russia (“Rosszoloto”), in a stock exchange.  Rosszoloto is engaged in the business of gold mining in the Amur region of Russia near the border between Russia and China.  The Company completed the acquisition of Rosszoloto in June 2010.  The Company issued a total of 100,669,998 shares to the shareholders of GS Wyoming.

In the spring of 2011, during the course of preparation of financial statements of the Company, the Board of Directors concluded that the Company could not get the financial information regarding Rosszoloto necessary for the financial statements of the Company, including Rosszoloto, to be audited.  Based on this, in May 2011, we rescinded the acquisition of Rosszoloto and have treated the transaction as never having occurred.  In connection with such rescission, we received back 51,499,998 shares of our common stock that we issued to acquire GS Wyoming.  

Basis of Presentation and Going Concern

The Company is in the development stage and has had no revenues since inception.  Since inception, it has incurred significant losses to date, and as of December 31, 2009, has an accumulated deficit of $673,000.  The Company’s ability to continue its operations is uncertain and is dependent upon its ability to implement a business plan sufficient to generate a positive cash flow and/or raise capital to fund its operations.  These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations in the normal course of business.  The Company will rely on advances from its Chief Executive Officer and proceeds from sales of equity securities to fund its operations until a business plan can be implemented.

Principles of Consolidation

The financial statements include the consolidated financial statements of the Company and its wholly owned subsidiary, GS Wyoming, for the year ended December 31, 2009.  All significant inter-company balances and transactions have been eliminated in consolidation.  The financial statements for the year ended December 31, 2008 present only the operations of the Company as the Company had no subsidiaries in such year.

Restatement

The Company has restated its financial statements for the years ended December 31, 2009 and 2008.  The primary change was to adjustments discovered during 2010 audit (See Note 7).

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Note 2 – Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the 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 reporting period.  Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.

Stock Based Compensation

The Company from time to time issues shares of common stock for services.  These issuances have been valued at the estimated fair market value of the services since its stock is thinly traded and the Company has raised minimal cash from sales of stock.

Basic and Diluted Income (Loss) per Share

Basic income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding.  Diluted income (loss) per common share is computed similar to basic income per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of December 31, 2009 there were outstanding options to purchase 20,000 shares of common stock at $1.50 per share.  There were no outstanding options to purchase shares of common stock as of December 31, 2008.  These shares are not included in the computation of diluted income (loss) per share as the effect would be anti-dilutive.

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and cash equivalents and loans from shareholders, the carrying amounts approximate their fair values due to their short maturities.

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

At December 31, 2009 and 2008, management determined the Company did not have any financial instruments requiring fair value measurement.

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Recent Accounting Pronouncements

In April 2010, the FASB issued ASU 2010-13, Compensation—Stock Compensation Topic 718, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.”  ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial porting of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition.  Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity.  The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010.  The Company is currently evaluating the impact of this ASU; however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

There were no other recent pronouncements that would have an impact on the Company’s consolidated financial statements.

Note 3 – Related Party Transactions

On December 11, 2007, the Company issued 66,000,000 shares of common stock to Pantelis Zachos, an officer/director, pursuant to Section 4(2) of the Securities Act of 1933, in exchange for services rendered.  On May 7, 2009, in connection with the acquisition of Gold Standard Mining Corp., Mr. Zachos surrendered 59,400,000 shares of his common stock for retirement.  Mr. Zachos has periodically made loans to the Company to fund its operations.  The advances are non-interest bearing, and are due on demand.  Loan balances at December 31, 2009 and 2008 were $171,086 and $39,077, respectively.

Note 4 – Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, “Income Taxes.”  ASC Topic 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

At December 31, 2009 and 2008, the Company had net deferred tax assets calculated at an expected rate of 34% of approximately $228,600and $23,500, respectively, principally arising from net operating loss carryforwards for income tax purposes.  As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at December 31, 2009 and 2008.  At December 31, 2009, the Company had a net operating loss carryforward for U.S. federal tax purposes of approximately $673,000, which expires from 2026 to 2029.

Management has evaluated the Company’s material tax positions and determined there were no material uncertain tax positions that require adjustment to the financial statements.  The Company does not currently anticipate significant changes in its uncertain tax positions over the next 12 months.  Generally, the Company remains subject to income tax examination by tax authorities for tax years 2006 and thereafter.

Note 5 – Stockholders’ Equity (Deficit)

Common Stock

The Company has issued shares of common stock in the following transactions since inception.  Unless otherwise noted, all such issuances were to non-affiliates and were exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Regulation S of the Securities and Exchange Commission.  No underwriters were used in the above-referenced transactions, and no commissions were paid.

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In December 2007, the Company issued 66,000,000 shares to Pantelis Zachos, a director and its Chief Executive Officer, for services rendered.

From June through October 2008, the Company issued an aggregated of 33,000,000 shares 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, the Company issued to an investor 66,000 shares and an option to purchase an additional 20,000 shares at $1.50 per share.  The option expires in January 2012.

In February 2009, the Company issued to several investors an aggregate of 105,600 shares for cash.

In February 2009, the Company issued 82,500 shares to a consultant for services.

On or about April 25, 2009, the Company issued 5,502 shares to an investor for cash.

In May 2009, the Company issued to three investors an aggregate of 486,522 shares for cash.  In addition, one of these investors received an option to purchase an additional 50,000 shares for $5.00 per share. The option has no expiration date.

In May 2009, Pantelis Zachos, a director and its Chief Executive Officer, surrendered for no consideration 59,400,000 shares for retirement.

In July 2009, the Company issued to a consultant 1,650,000 shares for services rendered.

Note 6 – Commitments and Contingencies

The Company is unaware of any legal claims against it.

Note 7 – Restatement

The Company has restated its consolidated financial statements for the years ended December 31, 2009 and 2008.  The primary change was to adjustments discovered during 2010 audit, primarily as a result of additional borrowings made from its shareholders.  Below is a table showing the impact of the adjustments:

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Item 9A.

CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation under the supervision and with the participation of our Chief Executive Officer/Chief Financial Officer of the effectiveness of our disclosure controls and procedures as of December 31, 2009.  In designing and evaluating our disclosure controls and procedures, we recognize 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, our management was required to apply its reasonable judgment.  Furthermore, our management considered certain matters deemed by our independent auditors to constitute a material weakness in our internal control over financial reporting described below.  Based upon the required evaluation, the Chief Executive Officer/Chief Financial Officer concluded that as of December 31, 2009, our system of controls and procedures is not effective to ensure that information required to be disclosed by us in the reports we file or submit 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.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, pursuant to Rule 13a-15(c) of the Securities Exchange Act.  This system is intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

A company’s internal control over financial reporting includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Management uses the framework in Internal Control–Integrated Framework, issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission, for evaluating the effectiveness of our internal control over financial reporting.  The COSO framework summarizes each of the components of a company’s internal control system, including the: (i) control environment, (ii) risk assessment, (iii) information and communication, and (iv) monitoring (collectively, the “entity-level controls”), as well as a company’s control activities (“process-level controls”).

In fiscal year 2010, management completed its evaluation of the design of our internal control over financial reporting. Based on this evaluation and testing, management concluded that there were material weaknesses throughout the Company’s accounting and reporting system, as described more fully below.  Due to these material weaknesses, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2009.

A "material weakness" is defined as a significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A “significant deficiency” is defined as a control deficiency, or combination of control deficiencies, that adversely affects a company’s ability to initiate, authorize, record, process, or report external financial information reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of a company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.

In the course of management’s assessment, we have identified the following material weaknesses in internal control over financial reporting:

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●

The Company has no employees that possess the requisite accounting and SEC reporting knowledge to ensure our financial statements are properly reported in accordance with accounting principles generally accepted in the U.S.  The Company has relied on an outside accounting firm to draft all financial statements and coordinate with its independent auditor to file its regulatory reports.  Management does not possess the skills to ensure these reports are properly reported in accordance with SEC Rules and Regulations and with accounting principles generally accepted in the U.S.  Accordingly, our financial statements could be materially misstated due to fraud or errors in accounting.

●

There is inadequate oversight by management and the Board of Directors over daily operations.  Accordingly, our financial statements could be materially misstated due to fraud or errors in accounting.

●

There is inadequate segregation of duties in our daily operations.  We did not maintain proper segregation of incompatible duties.  This consisted of the lack of an audit committee, an understaffed financial and accounting staff, and the need for additional personnel to prepare and analyze financial information in a timely manner and to allow review and on-going monitoring and enhancement of our controls.  The effect of the lack of segregation of duties potentially affects multiple processes and procedures.  Accordingly, our financial statements could be materially misstated due to fraud or errors in accounting.

Planned Remediation of Fiscal 2009 Material Weakness

We identified these material weaknesses in connection our preparation our financial statements for the fiscal year ended December 31, 2010.  Our plan for remediating these weaknesses is as follows.

We are in the continuous process of improving our internal control over financial reporting in an effort to eliminate these material weaknesses, but additional effort is needed to fully remedy these deficiencies.  We have engaged a firm to conduct a search for a qualified chief financial officer to address the identified weaknesses and begin the process of improving our internal controls over financial accounting and reporting, and expect to hire a qualified chief financial officer when we acquire mining rights with respect to one or more properties.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

During the fourth quarter of fiscal 2009, we did not make any change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Item 15.

EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES

(a)

The following financial statements are filed as part of this Report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2009 and 2008

Consolidated Statements of Operations for the years ended December 31, 2009 and 2008 and from December 11, 2007 (inception) through December 31, 2009

Consolidated Statements of Stockholders’ Deficit from December 11, 2007 (inception) through December 31, 2009

Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008 and from December 11, 2007 (inception) through December 31, 2009

Notes to Consolidated Financial Statements

(b)

The following exhibits are filed with this Report.

31.1

Certification Pursuant to SEC Rule 13a-14(a)/15d-14(a)

32.1

Certification Pursuant to 18 U.S.C. § 1350

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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