0001144204-11-052224.txt : 20110912 0001144204-11-052224.hdr.sgml : 20110912 20110909182004 ACCESSION NUMBER: 0001144204-11-052224 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110912 DATE AS OF CHANGE: 20110909 GROUP MEMBERS: BLAIR C. MIELKE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Standard Gold CENTRAL INDEX KEY: 0000773717 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 840991764 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85008 FILM NUMBER: 111084516 BUSINESS ADDRESS: STREET 1: 900 IDS CENTER, STREET 2: 80 SOUTH 8TH STREET CITY: MINNEAPOLIS, STATE: MN ZIP: 55402-8773 BUSINESS PHONE: 612.349.5277 MAIL ADDRESS: STREET 1: 900 IDS CENTER, STREET 2: 80 SOUTH 8TH STREET CITY: MINNEAPOLIS, STATE: MN ZIP: 55402-8773 FORMER COMPANY: FORMER CONFORMED NAME: PRINCETON ACQUISITIONS INC DATE OF NAME CHANGE: 19850802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Midwest Investment Partners, LLC CENTRAL INDEX KEY: 0001470724 IRS NUMBER: 261818160 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 618 NORTH BURKHARDT ROAD CITY: EVANSVILLE STATE: IN ZIP: 47715 BUSINESS PHONE: 812-469-3455 MAIL ADDRESS: STREET 1: 618 NORTH BURKHARDT ROAD CITY: EVANSVILLE STATE: IN ZIP: 47715 SC 13D 1 v234520_sc13d.htm SCHEDULE 13D Unassociated Document

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO ' 240.13d-1(a) AND AMENDMENTS THERETO FILED PUSUANT TO
' 240.13d-2(a)

(Amendment No. )*

STANDARD GOLD, INC.
(Name of Issuer)

Common Stock, $.001 par value
 (Title of Class of Securities)

853442 10 1
(CUSIP Number)

Midwest Investment Partners LLC
Blair C. Mielke
618 North Burkhardt Road, Evansville, IN 47715
(888)769-7327
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)

August 31, 2011
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be sent.

(continued on following pages)
__________________________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 
 

CUSIP No. 853442 10 1
SCHEDULE 13D
Page 2

 
1. NAMES OF REPORTING PERSONS
   
Midwest Investment Partners LLC (“Midwest”)
   
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) o
     
3. SEC USE ONLY
     
     
4. SOURCE OF FUNDS*
OO – 8,500,000 shares were obtained as the result of a settlement agreement
     
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) o
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Indiana
    
     
 
7.
SOLE VOTING POWER
NUMBER OF
  
17,800,000
SHARES
    
BENEFICIALLY
8.
SHARED VOTING POWER
OWNED BY
  
0
EACH
    
REPORTING
9.
SOLE DISPOSITIVE POWER
PERSON
  
8,800,000
WITH
    
 
10.
SHARED DISPOSITIVE POWER
   
0
     
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,800,000
     
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
     
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
41.9%
     
14. TYPE OF REPORTING PERSON
OO – Limited Liability Company

 
 
 

CUSIP No. 853442 10 1
SCHEDULE 13D
Page 3

 
1. NAMES OF REPORTING PERSONS
 
     Blair C. Mielke
     
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) o
 
3. SEC USE ONLY
 
 
4. SOURCE OF FUNDS*
OO - 8,500,000 shares were obtained as the result of a settlement agreement
     
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) o
 
     
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
     
 
7.
SOLE VOTING POWER
NUMBER OF
  
17,800,000
SHARES
    
BENEFICIALLY
8.
SHARED VOTING POWER
OWNED BY
  
0
EACH
    
REPORTING
9.
SOLE DISPOSITIVE POWER
PERSON
  
8,800,000
WITH
    
 
10.
SHARED DISPOSITIVE POWER
   
0
     
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,800,000
     
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
     
     
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
41.9%
     
14. TYPE OF REPORTING PERSON
IN

 
 
 

CUSIP No. 853442 10 1
SCHEDULE 13D
Page 4


ITEM 1. SECURITY AND ISSUER

This statement relates to the common stock, $.001 par value, of Standard Gold, Inc., a Colorado corporation (“Standard Gold,” “Issuer” or the “Company”). The address of the Company’s principal executive offices is 900 IDS Center, 80 South 8th Street, Minneapolis, MN 55402.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed by Midwest Investment Partners LLC, an Indiana limited liability company. The principal business address is 618 North Burkhardt Road, Evansville, IN 47715.  Blair C. Mielke is the Managing Member of Midwest Investment Partners LLC and a director of Standard Gold.

During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Midwest Investment Partners LLC is an Indiana limited liability company.
Mr. Mielke is a citizen of the United States.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Pursuant to an Agreement, dated June 26, 2011, by and between Leslie Lucas LLC, Shea Milling & Mining LLC, and Midwest, Leslie Lucas delivered 8,500,000 shares of Standard Gold to Midwest, which shares were then subject to a voting proxy held by Mr. Alfred Rapetti.

The remainder of the shares were purchased with cash using the working capital of Midwest.

ITEM 4. PURPOSE OF TRANSACTION

Although Midwest has not formulated any other definitive plan, it may from time to time acquire, or dispose of, common stock and/or other securities of the Company if and when it deems appropriate. Midwest may formulate other purposes, plans or proposals relating to any of such securities of the Company to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Statement, Midwest has no current plans or proposals which would relate to or would result in any of the following matters:

(a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;

(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the issuer;

(f) Any other material change in the issuer’s business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
 
 
 
 

CUSIP No. 853442 10 1
SCHEDULE 13D
Page 5


(g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER

(a) and (b)
Midwest Investment Partners LLC beneficially owns 17,800,000 which includes 150,000 shares of common stock upon conversion of convertible promissory notes and 150,000 shares issuable upon exercise of Warrants. This amount also includes a voting proxy obtained on August 31, 2011 by Midwest with respect to 9,000,000 shares.  Mr. Mielke, as Managing Member of Midwest, has voting power with respect to 17,800,000 shares and dispositive power with respect to 8,800,000 shares.
 
According to information provided by the Company, as of August 15, 2011, the number of shares outstanding for the Issuer was 42,204,887.  Accordingly, based upon this information Midwest is the beneficial owner of 41.9% of the outstanding shares.

(c)   TRANSACTIONS WITHIN THE LAST 60 DAYS
 
Pursuant to an Agreement, dated June 26, 2011, by and between Leslie Lucas LLC, Shea Milling & Mining LLC, and Midwest, Leslie Lucas delivered 8,500,000 shares of Standard Gold to Midwest, which shares were then subject to a voting proxy held by Mr. Alfred Rapetti.  On August 31, 2011, Mr. Rapetti transferred to Midwest, without consideration, his voting proxy with respect to an aggregate of 17,500,000 shares of Company common stock, which included the 8,500,000 shares of Company common stock Midwest acquired on June 26, 2011.

On September 1, 2011, Midwest invested $25,000 in a Convertible Note offering.  The convertible notes are convertible into 50,000 shares of Common Stock.  Also, in this offering, Midwest received Warrants to purchase 50,000 shares of Common Stock.

(d)
Not applicable.

(e)
Not applicable.

ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER

Midwest is a party to the Agreement, dated June 26, 2011, by and between Leslie Lucas LLC, Shea Milling & Mining LLC, and Midwest, delivering 8,500,000 shares of Standard Gold to Midwest (a copy of which is attached hereto as Exhibit 10.1).

Midwest holds a voting proxy with respect to 9,000,000 shares (a copy of which is attached hereto as Exhibit 10.2) which rights were originally granted to Mr. Rapetti pursuant to an Exchange Agreement dated March 15, 2011 (incorporated by reference herein – see Exhibit 10.3).

 
 
 

CUSIP No. 853442 10 1
SCHEDULE 13D
Page 6

 

ITEM 7.
EXHIBITS.

10.1
Agreement, dated June 25, 2011, by and between Leslie Lucas LLC, Shea Mining & Milling, LLC, and Midwest.
   
10.2
Transfer of Voting Rights, dated August 31, 2011
   
10.3
Exchange Agreement, dated March 15, 2011 by and between Standard Gold, Inc., Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Parners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti (incorporated by reference to Exhibit 10.13 to Standard Gold’s 10-K filed on March 21, 2011)

 
 
 
 

 
 
 
 

CUSIP No. 853442 10 1
SCHEDULE 13D
Page 7
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   
Midwest Investment Partners LLC
  
       
       
Dated: September 9, 2011
/s/ Blair Mielke
  
   
Blair Mielke, Managing Partner
  
       
       
       

 
 
 
 
 
 
 
EX-10.1 2 v234520_ex10-1.htm AGREEMENT Unassociated Document

FOR SETTLEMENT PURPOSES ONLY
 
AGREEMENT
 
AGREEMENT made as of this 25 day of June, 2011, by and between Leslie Lucas, Partners (“Leslie Lucas”), LLC, 216 Starlight Lane, Royse City, Texas 75189, Shea Mining & Milling (“Shea”), LLC, 216 Starlight Lane, Royse City, Texas 75189, and Midwest Investment Partners, LLC (“Midwest”), 618 North Burkhardt Road, Evansville, Indiana 47715 and Harvest Holding Company, LLC (“Harvest”), 618 North Burkhardt Road, Evansville, Indiana 47715.
 
WHEREAS, certain disputes arose by and between Shea and Leslie Lucas on the one hand and Midwest and Harvest on the other, in connection with the sale by Shea of certain assets in exchange for shares of Standard Gold, Inc.
 
WHEREAS, the parties are desirous to resolve all disputes by and between them;
 
NOW, THEREFORE, in consideration of the mutual promises of the parities as described below and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agrees as follows:
 
1.      Leslie Lucas will transfer 8,500,000 shares of Standard Gold to “Harvest Holding /Midwest”, subject to the terms and conditions set forth below. The transfer of said shares is subject to an opinion of counsel and all appropriate regulatory filings of Standard Gold.  Leslie Lucas will effectuate and file all necessary paperwork with Standard Gold and all regulatory bodies to affect said transfer as expeditiously as possible.
 
2.      It is understood that the shares of Standard Gold held by Leslie Lucas are subject to certain restrictions.
 
3.      Shea agrees to file as soon as practicable all appropriate and necessary accounting statements and tax filings according to GAAP so it can dissolve its business and be in compliance with all Federal and State tax and corporate law.  Shea will complete its record keeping and accounting from its inception through the date of the execution of the Standard Gold transaction.  All un-allocated tax loss not used by Shea Mining and Milling LLC for the Standard Gold transaction will be allocated to Midwest or Harvest respectively. Shea and/ or Leslie Lucas will fill out and execute all necessary documents so that this tax loss can be allocated to Midwest and/or Harvest.
 
4.      The parties hereby mutually release and forever discharge each other and their respective affiliated entities, consultants and agents and their respective officers, directors, members, partners, parents, subsidiaries, trustees, administrators, executors, agents, employees, former employees, representatives, predecessors, successors and assigns from all actions, causes of action, suits, debts, damages, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, bonuses, controversies, agreements, promises, variances, trespasses, judgments, obligations, grievances, claims, charges, warranties, extents, executions, complaints, and demands whatsoever, in law or in equity, known or unknown, which each party ever had, now have or hereafter can, shall or may have, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the day of the date of this Agreement.
 
5.      Midwest and Harvest, jointly and severally, agree to indemnify and hold harmless Leslie Lucas LLC and Shea Mining & Milling LLC, and their members, agents, representatives and affiliates (including legal fees) from any claim by any shareholders, members or other party having an interest in Midwest and/or Harvest.
 
 
 
 
 
6.      Midwest and Harvest hereby agree not to make any claim, of any nature whatsoever, in the future against Shea Mining & Milling LLC, Leslie Lucas Partners LLC, Chris Boll, Frank Dasaro, Richard Mittasch, and/or their members, agents and/ or representatives.
 
7.      Shea and Leslie Lucas, jointly and severally, agree to indemnify and hold harmless Midwest and Harvest, and their members, agents, representatives and affiliates (including legal fees) from any claim(s) by: Timothy L. Hintz, Private Equity, Williamson General Contractors, Inc., and R & S Fabrication, Inc.
 
Midwest agrees to provide no safe haven to and share no information regarding any and all business and/or agreements Midwest has entered into with Leslie Lucas Partners LLC or Shea Mining & Milling LLC, with Gregerson Investments, Timothy Hintz, Private Equity, Williamson General Contractors, Inc, and R & S Fabrication Inc.
 
8.           The parties hereby agree to keep the terms of the settlement agreement confidential except that the terms may be disclosed to Standard Gold, governmental and financial entities as needed in the normal course of business.
 
9.           Midwest and Harvest will indemnify and hold harmless Shea Mining & Milling LLC, Leslie Lucas Partners LLC, and their members, agents, officers, directors, representatives and affiliates (including legal fees) against any third party’s claim against Midwest/Harvest’s ownership of Shea Milling & Mining, and any third party’s claim against Midwest or Harvest’s that may arise out of the Release and Settlement agreement executed Nov, 2009 attached Exhibit (A)
 
10.           This agreement supersedes all prior agreements, written or oral, previously made between the parties and/ or their predecessors in interest.  There are no other understandings or agreements between the parties.
 
11.           Applicable Law.  This Agreement shall, in all respects, be governed by the laws of the State of Nevada and the parties agree that the sole jurisdiction and venue to litigate disputes that may arise under terms of this Agreement shall be solely and exclusively litigated in Federal and State Courts located in Clark County, Nevada.  The Federal and State Courts located m Clark County, Nevada shall have sole and exclusive jurisdiction over all claims, assertions and causes of action to be filed by any party to this Agreement.
 
12.           Severability.  If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of this Agreement will be enforced to the maximum extent permissible so as to effectuate the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
 
13.           Interpretation.  This Agreement has been negotiated at arm’s length and between persons (or their representatives) sophisticated and knowledgeable in all matters dealt with in this Agreement.  No provision of this Agreement shall be interpreted against any Party by virtue that the party drafted such provision.
 
14.           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all other written or oral negotiations, understandings or agreements among the parties with respect to the rights and obligations assumed herein and contains all of the covenants and agreements among the parties with respect to such rights and obligations.
 
 
 
 
 
15.           Successors and Assigns.  No Party may assign his or its rights or delegate his or its obligations under this Agreement, in whole or in part.  Except for the foregoing, each of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns.
 
16.           Modifications or Amendment.  No amendment, change or modification of this Agreement shall be valid unless in writing, stating that it amends or modifies this Agreement, and signed by each of the Parties hereto.
 
17.           Counterparts.  This Agreement may be executed in two (2) or more separate counterparts, each of which, when so executed, shall be deemed to be an original.  Fax and digital signatures shall be deemed to be originals.
 
18.           Authorization to Enter into this Agreement.  Each party warrants that it is authorized to enter into the Agreement, that the person signing on its behalf is duly authorized to execute this Agreement, and that no other signatures are necessary.
 
LESLIE LUCAS PARTNERS, LLC
SHEA MINING & MILLING, LLC
           
By:
/s/ Chris Boll
  
By:
/s/ Chris Boll
  
           
HARVEST HOLDING COMPANY, LLC
MIDWEST INVESTMENT PARTNERS, LLC
           
By:
/s/ Blair Mielke
  
By:
/s/ Frederick Shultz
  





 
 
 
EX-10.2 3 v234520_ex10-2.htm TRANSFER OF VOTING RIGHTS Unassociated Document
Exhibit 10.2

 
I, Albert A. Rapetti, for consideration, hereby acknowledge as given and received, hereby transfer all voting rights and proxy to 17,500,000 Standard Gold shares I received personally on March 15, 2011, as described in the SEC filing 13D filed by me and dated March 31 2011, to Blair Mielke, this 31st day of August, 2011.