10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x

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

For the quarterly period ended September 30, 2011

OR

o

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.

(Exact Name of Registrant as Specified in its Charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization) 80-0250289 (I.R.S. Employer Identification No.)

28030 Dorothy Drive Suite 307
Agoura Hills, CA 91301

(Address of Principal Executive Offices)

(818) 665-2098

(Registrant’s Telephone Number, Including Area Code)

____________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by checkmark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.   ý Yes   ¨ No

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).   ý Yes   ¨ No

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

Large Accelerated Filer   o	Accelerated Filer   x
Non-accelerated Filer   o (Do not check if a smaller reporting company)	Smaller reporting company   o

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 151,297,524 shares outstanding as of November 8, 2011.

1

GOLD STANDARD MINING CORP.

INDEX TO FORM 10-Q

PART I	FINANCIAL INFORMATION	Page
Item 1	Financial Statements	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4	Controls and Procedures	11
PART II	OTHER INFORMATION	13
Item 1	Legal Proceedings	13
Item 1A	Risk Factors	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults upon Senior Securities	13
Item 4	Removed and Reserved	13
Item 5	Other Information	13
Item 6	Exhibits	13

References in this Report to the “Company,” “we,” “us” or “our” refer to Gold Standard Mining Corp., a Nevada corporation (“Gold Standard Mining”), and its consolidated subsidiary Gold Standard Mining Corp., a Wyoming corporation (“GS Wyoming”).

2

PART I.

FINANCIAL INFORMATION

Item 1.

Financial Statements

3

GOLD STANDARD MINING CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2011 AND DECEMBER 31, 2010
				September 30,		December 31,
				2011		2010
ASSETS				(unaudited)
Current assets:
	Cash and cash equivalents		$	-	$	1,000
		Total current assets		-		1,000
	Total assets		$	-	$	1,000
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Bank overdraft		$	1,158	$	-
	Accrued expenses			82,238		-
	Loans			56,000
	Loans from shareholders			423,336		228,983
		Total current liabilities		562,732		228,983
Stockholders' deficit:
	Common stock; $0.001 par value, 500,000,000 shares authorized, 151,297,524
		shares issued and outstanding as of June 30, 2011 and December 31, 2010, respectively		151,298		151,298
	Additional paid in capital			6,535,586		6,445,821
	Deficit accumulated during development stage			(7,249,616)		(6,825,102)
	Total stockholders' deficit			(562,732)		(227,983)
	Total liabilities and stockholders' deficit		$	0	$	1,000

The accompanying notes are an integral part of these financial statements.

4

GOLD STANDARD MINING CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
												From December 11, 2007
												(date of inception)
				Three Months Ended September 30,				Nine Months Ended September 30,				Through
				2011		2010		2011		2010		September 30, 2011
REVENUE, net			$	-	$	-	$	-	$	-	$	-
OPERATING EXPENSES:
	Selling, general and administrative expenses			182,967		50,035		424,514		6,026,508		7,249,616
												-
		Total operating expenses		182,967		50,035		424,514		6,026,508		7,249,616
Net loss from operations				(182,967)		(50,035)		(424,514)		(6,026,508)		(7,249,616)
Income taxes				-		-		-		-		-
Net loss			$	(182,967)	$	(50,035)	$	(424,514)	$	(6,026,508)	$	(7,249,616)
Net loss per share (basic and diluted)			$	(0.00)	$	(0.00)	$	(0.00)	$	(0.05)	$	(0.07)
Weighted average number of shares outstanding, basic				151,297,524		147,497,339		151,297,524		110,472,542		105,819,985

The accompanying notes are an integral part of these financial statements.

5

			GOLD STANDARD MINING CORP.
			(AN DEVELOPMENT STAGE COMPANY)
			CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
			(unaudited)
									From December 11, 2007
									(date of inception)
					Nine Months Ended September 30,				Through
					2011		2010		September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss			$	(424,514)	$	(6,026,508)	$	(7,249,616)
	Contribution of rent				20,700		-		20,700
	Contribution of compensation				69,065				69,065
	Common stock issued in exchange for services				-		6,001,500		6,084,825
	Changes in operating assets and liabilities:
		Otherliabilities			83,396				83,396
	Net cash used in operating activities				(251,353)		(25,008)		(991,630)
CASH FLOWS FROM INVESTING ACTIVITIES:					-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Advances from shareholder				194,353		13,606		423,336
	Loans				56,000				56,000
	Proceeds from the sales of common stock				-		5,990		530,294
	Payments on retirement of common stock				-		-		(18,000)
Net cash provided by financing activities					250,353		19,596		991,630
Net increase (decrease) in cash and cash equivalents					(1,000)		(5,412)		-
Cash and cash equivalents, beginning of the period					1,000		5,654		-
Cash and cash equivalents, end of the period				$	0	$	242	$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
	Cash paid during the period for interest			$	-	$	-	$	-
	Cash paid during the period for taxes			$	-	$	-	$	-

The accompanying notes are an integral part of these financial statements.

6

Gold Standard Mining Corp.

A Development Stage Company

Notes to Condensed Consolidated Financial Statements

Note 1 – Organization and Basis of Presentation

Organization and Business

Gold Standard Mining Corp. was incorporated in Nevada on December 11, 2007.  The plan of operations is to acquire at 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.  These properties may be anywhere in the world, but at least initially the plan is to focus our efforts in Russia and the former Soviet states due to the potential for high yields.  The Company will seek to acquire rights primarily in properties where there is no or low upfront cash payment required, but will instead provide the property owner a royalty or other interest in the revenues from the sale of ores mined from the property.

Basis of Presentation and Going Concern

These statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2010.  The operating results for the period ended September 30, 2011 are not necessarily indicative of the results that will be achieved for the full fiscal year ending December 31, 2011 or for future periods.

The accompanying condensed consolidated financial statements have been prepared without audit and reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of financial position and the results of operations for the interim periods.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  Actual results and outcomes may differ from management's estimates and assumptions.  The statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such SEC rules and regulations.

The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The Company is in the development stage and has had no revenues since inception.  Since inception, it has incurred significant losses, and as of September 30, 2011, has an accumulated deficit of approximately $7,250,000.  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.

7

Note 2 – Condensed Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the financial statements of Gold Standard Mining Corp. and its wholly owned subsidiary, GS Wyoming.  All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with 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.

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 September 30, 2011, there were outstanding options to purchase 50,000 shares of common stock at $5.00 per share and options to purchase 20,000 shares of common stock at $1.50 per share.  These shares are not included in the computation of diluted income (loss) per share as the effect would be anti-dilutive.

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.  This adoption of this pronouncement did not 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

Pantelis Zachos, an executive officer, director and a principal shareholder, has periodically made loans to the Company to fund its operations.  These loans are non-interest bearing, and are due on demand.  Loan balances at September 30, 2011 and December 31, 2010 were $423,336 and $228,983, respectively.  During the nine months ending September 30, 2011, the Company borrowed $194,353 from Mr. Zachos.

Note 4 – Loans

The Company received loans of $50,000 and $6,000 during the quarter ended September 30, 2011. These loans are non-interest bearing, and are due on demand.

Note 5 – Commitments and Contingencies

Beginning in 2011, the Company’s executive offices are provided by a shareholder on a month-to-month basis at no cost.  The estimated value of this space is recorded as contributed capital at $2,300 per month.  Total rent expense for the nine months ended September 30, 2011 amounted to $20,700.  Rent expense in the same period in 2010 was negligible.

The Company is unaware of any legal claims against it.

8

Item 2.

Management’s Discussion and Analysis of Financial Condition, Results of Operations and Management’s Plans

The following discussion and analysis, which should be read in connection with our financial statements and accompanying footnotes, contains forward-looking statements that involve risks and uncertainties.  Important factors that could cause actual results to differ materially from our expectations are set forth in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Our Future Operating Results and Risks of Investing in our Common Stock” in our Form 10-K for the year ended December 31, 2010 as well as those discussed elsewhere in this Form 10-Q.  Those forward-looking statements may relate to, among other things, our plans and strategies.

Overview and Plan of Operations

We are a shell company with no active business.  We have had no revenues since inception.

Our plan of operations is to acquire at 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.  These properties may be anywhere in the world, but at least initially the plan is to focus our efforts in Russia and the former Soviet states due to the potential for high yields.  We will seek to acquire rights primarily in properties where there is no or low upfront cash payment required, but will instead provide the property owner a royalty or other interest in the revenues from the sale of ores mined from the property.

In July 2011 we entered into an agreement with 000 GPK Umlekan, Ltd. and its wholly owned subsidiary Umlekan MC Ltd. (collectively, “Umlekan”) for the exploration of gold, copper and other mineral deposits on 184 square kilometers in Eastern Umlekan Ore Node in the Zeya zone in the Amur region of Russia.  Umlekan has the exclusive license to geologically study, survey and extract these mineral deposits on this property until December 12, 2033, subject to early termination under certain circumstances.  Under the agreement, we have the exclusive right to conduct at our expense further exploration and development work on the property, with the objective of defining a reserve and producing a “bankable feasibility study” (“BFS”).  We will carry out the BFS in collaboration with a to-be-selected well-recognized engineering firm that specializes in mining.  We presently do not have the funds, or a commitment for funds, to conduct a BFS on the property or for the conduct of mining operations on the property.  No assurance can be given that we will be able to raise such funds or that we can obtain funds on terms favorable to our stockholders.

Results of Operations

Three Months Ended September 30, 2011 and 2010

We incurred operating expenses of $182,967 in the quarter ended September 30, 2011, compared to $50,035 in the quarter ended September 30, 2010.  Operating expenses include accounting and legal expenses associated with our reporting responsibilities under the Securities Exchange Act of 1934.  These expenses amounted to approximately $79,000 in the third quarter of 2011, which were higher than normal primarily due to expenses related to the restatements of our Form 10-Q for the nine months ended September 30, 2010 and our Form 10-K for the year ended December 31, 2009, and the rescission of our acquisition of Rosszoloto Co. Ltd., a Russian mining company, in May 2011.  Rent expense (contributed by a shareholder) amounted to $6,900 in the third quarter of 2011.  During the quarter, the Company received assistance from its employees and a consultant in developing its plan of operations.  The estimated value of services and consulting fees rendered to the Company totaled $57,065 and $12,000, respectively, in the quarter and have been contributed to the Company.  The remaining expenses consist of recurring operation expenses.

As a result, we incurred net losses of $182,967 and $50,035 in the third quarters of 2011 and 2010, respectively.

Nine Months Ended September 30, 2011 and 2010

We incurred operating expenses of $424,514 in the nine months ended September 30, 2011, compared to $6,026,508 in the nine months ended September 30, 2010.  Operating expenses related to accounting and legal expenses associated with our reporting responsibilities under the Securities Exchange Act of 1934 amounted to approximately $281,000 in the nine months ended September 30, 2011, which were higher than normal for the reasons discussed above.  In the nine months ended September 30, 2011, marketing and public relations expenses totaled approximately $27,000 and rent expense (contributed by a shareholder) amounted to $20,700.  Operating expenses in the nine months ended 2010 included of $6,001,500 from the issuance of common stock for services to an officer of the Company, with the remaining expenses consisting of recurring operation expenses.

As a result, we incurred net losses of $424,514 and $6,026,508 in the nine months of 2011 and 2010, respectively.

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 loans from Pantelis Zachos, an executive officer, director and a principal shareholder.  For the nine months ended September 30, 2011, we funded our operating expenses with approximately $194,000 of loans from Mr. Zachos and $56,000 in loans from individuals.  These loans are non-interest bearing and due on demand, and totaled approximately $479,000 at September 30, 2011.  

Until we commence mining operations, our 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 may have to cease operations.

9

Item 3, Quantitative and Qualitative Disclosures About Market Risk

Because we have no operations, we are not currently subject to market risk.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and management necessarily is required to apply its judgment in weighing the costs and benefits of possible new or different controls and procedures.  Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud within the company have been detected.

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (the same person has both titles), evaluated the effectiveness of our disclosure controls and procedures.  Based on this evaluation, management concluded that our disclosure controls and procedures were still not effective as of that date due primarily to a lack of employees sufficiently knowledgeable in SEC accounting and reporting.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

10

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Nothing to report.

Item 1A.

Risk Factors

Nothing to report.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Nothing to report

Item 3.

Defaults upon Senior Securities

Nothing to report.

Item 4.

(Removed and Reserved)

Item 5.

Other Information

Nothing to report.

Item 6.

Exhibits

See Exhibit Index attached

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 10, 2011 GOLD STANDARD MINING CORP.     By:  /s/ Pantelis Zachos
Pantelis Zachos Chief Executive Officer Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Exhibit Description
	Agreement dated July 11, 2011 between Gold Standard Mining Corp, 000 GPK Umlekan, Ltd. and Umlekan MC Ltd.  Incorporated by reference from Exhibit 10.1 to the Form 8-K dated July 8, 2011.
31.1	Certification Pursuant to SEC Rule 13a-14(a)/15d-14(a)
32.1	Certification Pursuant to 18 U.S.C. § 1350

03139-0002  224102.3

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer and Principal Financial Officer
Under Section 302 of the Sarbanes-Oxley Act

I, Pantelis Zachos, certify that:

1.

I have reviewed this report on Form 10-Q of Gold Standard Mining Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  November 10, 2011 By: /s/ Pantelis Zachos Pantelis Zachos   Chief Executive Officer, Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Gold Standard Mining Corp. (the “Company”) hereby certifies that, to his knowledge:

(i)

The Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2011 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  November 10, 2011 By: /s/ Pantelis Zachos       Pantelis Zachos Chief Executive Officer, Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Condensed Consolidated Statements of Operations (unaudited) (USD $)	3 Months Ended		9 Months Ended		46 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
OPERATING EXPENSES:
Selling, general and administrative expenses	$ 182,967	$ 50,035	$ 424,514	$ 6,026,508	$ 7,249,616
Total operating expenses	182,967	50,035	424,514	6,026,508	7,249,616
Net Income (Loss) from operations	(182,967)	(50,035)	(424,514)	(6,026,508)	(7,249,616)
Net Income (Loss)	$ (182,967)	$ (50,035)	$ (424,514)	$ (6,026,508)	$ (7,249,616)
Net Income (Loss) per share (basic and diluted)	$ 0.00	$ 0.00	$ 0.00	$ (0.05)	$ (0.07)
Weighted average number of shares outstanding, basic	151,297,524	147,497,339	151,297,524	110,472,542	105,819,985

XML

Condensed Consolidated Statements of Cash Flows (unaudited) (USD $)	9 Months Ended		46 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (424,514)	$ (6,026,508)	$ (7,249,616)
Contribution of rent	20,700		20,700
Contribution of compensation	69,065		69,065
Common stock issued in exchange for services		6,001,500	6,084,825
Changes in operating assets and liabilities:
Other liabilities	83,396		83,396
Net cash used in operating activities	251,353	(25,008)	991,630
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from shareholder	194,353	13,606	423,336
Loans	56,000		56,000
Proceeds from the sales of common stock		5,990	530,294
Payments on retirement of common stock			(18,000)
Net cash provided by financing activities	250,353	19,596	991,630
Net increase (decrease) in cash and cash equivalents	(1,000)	(5,412)	0
Cash and cash equivalents, beginning of the period	1,000	5,654
Cash and cash equivalents, end of the period	$ 0	$ 242	$ 0

XML

Document and Entity Information	3 Months Ended
	Sep. 30, 2011	Nov. 08, 2011
Document and Entity Information
Entity Registrant Name	Gold Standard Mining Corp.
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001444403
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		151,297,524
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

XML

Note 4 - Loans

9 Months Ended

Sep. 30, 2011

Debt Disclosure [Abstract]

Note 4 - Loans

Note 4 – Loans

The Company received loans of $50,000 and $6,000 during the quarter ended September 30, 2011. These loans are non-interest bearing, and are due on demand.

XML

Note 2 - Condensed Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2011

Accounting Policies [Abstract]

Note 2 - Condensed Summary of Significant Accounting Policies

Note 2 – Condensed Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the financial statements of Gold Standard Mining Corp. and its wholly owned subsidiary, GS Wyoming.  All significant inter-company balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with 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.

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 September 30, 2011, there were outstanding options to purchase 50,000 shares of common stock at $5.00 per share and options to purchase 20,000 shares of common stock at $1.50 per share.  These shares are not included in the computation of diluted income (loss) per share as the effect would be anti-dilutive.

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.  This adoption of this pronouncement did not 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.

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Note 5 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies Disclosure [Abstract]

Note 5 - Commitments and Contingencies

Note 5 – Commitments and Contingencies

Beginning in 2011, the Company’s executive offices are provided by a shareholder on a month-to-month basis at no cost.  The estimated value of this space is recorded as contributed capital at $2,300 per month.  Total rent expense for the nine months ended September 30, 2011 amounted to $20,700.  Rent expense in the same period in 2010 was negligible.

The Company is unaware of any legal claims against it.

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Management's Discussion and Analysis

9 Months Ended

Sep. 30, 2011

Management's Discussion and Analysis [Abstract]

Management's Discussion and Analysis

Item 2.  Management’s Discussion and Analysis of Financial Condition, Results of Operations and Management’s Plans

The following discussion and analysis, which should be read in connection with our financial statements and accompanying footnotes, contains forward-looking statements that involve risks and uncertainties.  Important factors that could cause actual results to differ materially from our expectations are set forth in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Factors That May Affect Our Future Operating Results and Risks of Investing in our Common Stock” in our Form 10-K for the year ended December 31, 2010 as well as those discussed elsewhere in this Form 10-Q.  Those forward-looking statements may relate to, among other things, our plans and strategies.

Overview and Plan of Operations

            We are a shell company with no active business.  We have had no revenues since inception.

Our plan of operations is to acquire at 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.  These properties may be anywhere in the world, but at least initially the plan is to focus our efforts in Russia and the former Soviet states due to the potential for high yields.  We will seek to acquire rights primarily in properties where there is no or low upfront cash payment required, but will instead provide the property owner a royalty or other interest in the revenues from the sale of ores mined from the property.

In July 2011 we entered into an agreement with 000 GPK Umlekan, Ltd. and its wholly owned subsidiary Umlekan MC Ltd. (collectively, “Umlekan”) for the exploration of gold, copper and other mineral deposits on 184 square kilometers in Eastern Umlekan Ore Node in the Zeya zone in the Amur region of Russia.  Umlekan has the exclusive license to geologically study, survey and extract these mineral deposits on this property until December 12, 2033, subject to early termination under certain circumstances.  Under the agreement, we have the exclusive right to conduct at our expense further exploration and development work on the property, with the objective of defining a reserve and producing a “bankable feasibility study” (“BFS”).  We will carry out the BFS in collaboration with a to-be-selected well-recognized engineering firm that specializes in mining.  We presently do not have the funds, or a commitment for funds, to conduct a BFS on the property or for the conduct of mining operations on the property.  No assurance can be given that we will be able to raise such funds or that we can obtain funds on terms favorable to our stockholders.

Results of Operations

Three Months Ended September 30, 2011 and 2010

We incurred operating expenses of $182,967 in the quarter ended September 30, 2011, compared to $50,035 in the quarter ended September 30, 2010.  Operating expenses include accounting and legal expenses associated with our reporting responsibilities under the Securities Exchange Act of 1934.  These expenses amounted to approximately $79,000 in the third quarter of 2011, which were higher than normal primarily due to expenses related to the restatements of our Form 10-Q for the nine months ended September 30, 2010 and our Form 10-K for the year ended December 31, 2009, and the rescission of our acquisition of Rosszoloto Co. Ltd., a Russian mining company, in May 2011.  Rent expense (contributed by a shareholder) amounted to $6,900 in the third quarter of 2011.  During the quarter, the Company received assistance from its employees and a consultant in developing its plan of operations.  The estimated value of services and consulting fees rendered to the Company totaled $57,065 and $12,000, respectively, in the quarter and have been contributed to the Company.  The remaining expenses consist of recurring operation expenses.

As a result, we incurred net losses of $182,967 and $50,035 in the third quarters of 2011 and 2010, respectively.

Nine Months Ended September 30, 2011 and 2010

We incurred operating expenses of $424,514 in the nine months ended September 30, 2011, compared to $6,026,508 in the nine months ended September 30, 2010.  Operating expenses related to accounting and legal expenses associated with our reporting responsibilities under the Securities Exchange Act of 1934 amounted to approximately $281,000 in the nine months ended September 30, 2011, which were higher than normal for the reasons discussed above.  In the nine months ended September 30, 2011, marketing and public relations expenses totaled approximately $27,000 and rent expense (contributed by a shareholder) amounted to $20,700.  Operating expenses in the nine months ended 2010 included of $6,001,500 from the issuance of common stock for services to an officer of the Company, with the remaining expenses consisting of recurring operation expenses.

As a result, we incurred net losses of $424,514 and $6,026,508 in the nine months of 2011 and 2010, respectively.

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 loans from Pantelis Zachos, an executive officer, director and a principal shareholder.  For the nine months ended September 30, 2011, we funded our operating expenses with approximately $194,000 of loans from Mr. Zachos and $56,000 in loans from individuals.  These loans are non-interest bearing and due on demand, and totaled approximately $479,000 at September 30, 2011. 

Until we commence mining operations, our 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 may have to cease operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Because we have no operations, we are not currently subject to market risk.

Item 4. Controls and Procedures

We maintain disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) that are designed to assure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide reasonable assurance only of achieving the desired control objectives, and management necessarily is required to apply its judgment in weighing the costs and benefits of possible new or different controls and procedures.  Limitations are inherent in all control systems, so no evaluation of controls can provide absolute assurance that all control issues and any fraud within the company have been detected.

As required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this report, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer (the same person has both titles), evaluated the effectiveness of our disclosure controls and procedures.  Based on this evaluation, management concluded that our disclosure controls and procedures were still not effective as of that date due primarily to a lack of employees sufficiently knowledgeable in SEC accounting and reporting.

There was no change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Other Information

9 Months Ended

Sep. 30, 2011

Other Information [Abstract]

Other Information

OTHER INFORMATION

Item 1.   Legal Proceedings

Nothing to report.

Item 1A.          Risk Factors

Nothing to report.

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

Nothing to report.

Item 3.   Defaults upon Senior Securities

Nothing to report.

Item 4.   (Removed and Reserved)

Item 5.   Other Information

Nothing to report.

Item 6.   Exhibits

See Exhibit Index attached

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Note 1 - Organization and Basis of Presentation

9 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 1 - Organization and Basis of Presentation

Note 1 – Organization and Basis of Presentation

Organization and Business

Gold Standard Mining Corp. was incorporated in Nevada on December 11, 2007.  The plan of operations is to acquire at 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.  These properties may be anywhere in the world, but at least initially the plan is to focus our efforts in Russia and the former Soviet states due to the potential for high yields.  The Company will seek to acquire rights primarily in properties where there is no or low upfront cash payment required, but will instead provide the property owner a royalty or other interest in the revenues from the sale of ores mined from the property.

Basis of Presentation and Going Concern

These statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the year ended December 31, 2010.  The operating results for the period ended September 30, 2011 are not necessarily indicative of the results that will be achieved for the full fiscal year ending December 31, 2011 or for future periods.

The accompanying condensed consolidated financial statements have been prepared without audit and reflect all adjustments, consisting of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of financial position and the results of operations for the interim periods.  Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.  Actual results and outcomes may differ from management's estimates and assumptions.  The statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such SEC rules and regulations.

The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The Company is in the development stage and has had no revenues since inception.  Since inception, it has incurred significant losses, and as of September 30, 2011, has an accumulated deficit of approximately $7,250,000.  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.

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Note 3 - Related Party Transactions

9 Months Ended

Sep. 30, 2011

Related Party Transactions [Abstract]

Note 3 - Related Party Transactions

Note 3 – Related Party Transactions

Pantelis Zachos, an executive officer, director and a principal shareholder, has periodically made loans to the Company to fund its operations.  These loans are non-interest bearing, and are due on demand.  Loan balances at September 30, 2011 and December 31, 2010 were $423,336 and $228,983, respectively.  During the nine months ending September 30, 2011, the Company borrowed $194,353 from Mr. Zachos.

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Condensed Consolidated Balance Sheets (Sept. 30 unaudited) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and cash equivalents		$ 1,000
Total current assets		1,000
Total assets		1,000
Current liabilities:
Bank overdraft	1,158
Accrued expenses	82,238
Loans	56,000
Loans from shareholders	423,336	228,983
Total current liabilities	562,732	228,983
Stockholders' deficit:
Common stock	151,298	151,298
Additional paid in capital	6,535,586	6,445,821
Deficit accumulated during development stage	(7,249,616)	(6,825,102)
Total stockholders' deficit	(562,732)	(227,983)
Total liabilities and stockholders' deficit	$ 0	$ 1,000