-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7GxuE47y3bvDpowQfkryEmSJQriCBJl0u0ieuG7K5hBtp9yuPMrwYeWRjTVUvgG L2V8VtzmEibOvWd23+/LHA== 0000000000-06-019530.txt : 20060926 0000000000-06-019530.hdr.sgml : 20060926 20060426085656 ACCESSION NUMBER: 0000000000-06-019530 CONFORMED SUBMISSION TYPE: UPLOAD PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060426 FILED FOR: COMPANY DATA: COMPANY CONFORMED NAME: GOLD STANDARD INC CENTRAL INDEX KEY: 0000042136 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 870302579 STATE OF INCORPORATION: UT FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: UPLOAD BUSINESS ADDRESS: STREET 1: KEARNS BUILDING STREET 2: SUITE 712 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8013284452 MAIL ADDRESS: STREET 1: KEARNS BUILDING STREET 2: SUITE 712 CITY: SALT LAKE STATE: UT ZIP: 84101 LETTER 1 filename1.txt September 22, 2005 via U.S. Mail Scott L. Smith President, Treasurer and Chairman of the Board Gold Standard, Inc. 136 South Main Street, Suite 712 Salt Lake City, Utah 84101 Re: Gold Standard, Inc. Post Effective Amendment No. 1 to Registration Statement on Form SB-2 File No. 333-115067 Filed August 29, 2005 Dear Mr. Smith: We have limited the review of your filing to those issues identified in our comments. Where indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form SB-2 General 1. Pursuant to Item 3-12 of Regulation S-X, please update the financial statements included in the registration statement prior to effectiveness. Selling Securityholder, page 13 2. Please disclose if the selling securityholder is a registered broker-dealer or affiliate of a registered broker-dealer. If you determine that the selling securityholder is a registered broker- dealer, please revise your disclosure to indicate that such selling securityholder is an underwriter, unless such selling stockholder received its securities as compensation for investment banking services. If the selling securityholder is an affiliate of a registered broker-dealer, please disclose, if true, that such selling securityholder acquired its shares in the ordinary course of business and at the time of the acquisition did not have any arrangements or understandings with any person to distribute the securities. If not, you must indicate that such selling securityholder is an underwriter. Closing Comments As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Before the amended registration statement is declared effective pursuant to Section 8 of the Securities Act, the company should provide us with a letter, acknowledging that: * should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; * the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and * the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. Please contact Mellissa Campbell Duru at (202) 551-3757 with any questions, or in her absence, you may contact me at (202) 551- 3685. Sincerely, Tangela Richter Branch Chief cc: via facsimile Branden Burningham, Esq. (801) 355-7126 Mr. Scott Smith Gold Standard, Inc. September 22, 2005 page 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE MAIL STOP 7010 -----END PRIVACY-ENHANCED MESSAGE-----