SC 13G/A 1 d643444_13g-a.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Gold Standard, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Shares, no par value -------------------------------------------------------------------------------- (Title of Class of Securities) 380724401 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2005 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [_] Rule 13d-1(c) [_] Rule 13d-1(d) CUSIP No. 380724401 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sun Valley Gold LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [_] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 678,808 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 678,808 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 678,808 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.5% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA ________________________________________________________________________________ CUSIP No. 380724401 --------------------- Item 1(a). Name of Issuer: Gold Standard, Inc. ____________________________________________________________________ (b). Address of Issuer's Principal Executive Offices: 712 Kearns Building, 136 South Main St., Salt Lake City, Utah 84101 ____________________________________________________________________ Item 2(a). Name of Person Filing: Sun Valley Gold LLC ____________________________________________________________________ (b). Address of Principal Business Office, or if None, Residence: 620 Sun Valley Road, P.O. Box 2759, Sun Valley, ID 83353 ____________________________________________________________________ (c). Citizenship: Delaware LLC ____________________________________________________________________ (d). Title of Class of Securities: Common shares, no par value ____________________________________________________________________ (e). CUSIP Number: 380724401 ____________________________________________________________________ Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [X] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 678,808 ______________________________________________________________________ (b) Percent of class: 6.5% ______________________________________________________________________ (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 0 _______________________, (ii) Shared power to vote or to direct the vote 678,808 _____________________, (iii) Sole power to dispose or to direct the 0 disposition of _____________________, (iv) Shared power to dispose or to direct the 678,808 disposition of _____________________. Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A _______________________________________________________________________ Item 6. Ownership of More Than Five Percent on Behalf of Another Person. N/A _______________________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. N/A _______________________________________________________________________ Item 8. Identification and Classification of Members of the Group. N/A _______________________________________________________________________ Item 9. Notice of Dissolution of Group. N/A _______________________________________________________________________ Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. 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. February 13, 2006 ---------------------------------------- (Date) Sun Valley Gold LLC** By: /s/ Peter F. Palmedo____ ---------------------------- Name: Peter F. Palmedo Title: President **The reporting person hereby disclaims beneficial ownership over the shares reported on this 13G to the extent of its pecuniary interest therein. SK 00964 0001 643444