UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25
NOTIFICATION OF LATE FILING
 
 
(Check One):
o Form 10-K
o Form 20-F
o Form 11-K
x Form 10-Q
o Form 10-D
o Form N-   SAR
o Form N-CSR

For Period Ended:  March 31, 2011    
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended: ________________________

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A
 
 

PART I — REGISTRANT INFORMATION
 
STANDARD GOLD, INC.
Full Name of Registrant
 
 
Former Name if Applicable
 
900 IDS CENTER, 80 SOUTH EIGHTH STREET
Address of Principal Executive Office (Street and Number)
 
MINNEAPOLIS, MINNESOTA 55402-8773
City, State and Zip Code
 
 
 

 
 
PART II — RULES 12b-25(b) AND (c)

      If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

      x
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE
 
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report or portion thereof could not be filed within the prescribed time period.

The Registrant completed the purchase of certain assets located in Nevada on March 15, 2011, and since that time, has been involved in completing numerous matters related to that purchase. The Registrant has limited staffing and extremely limited resources available to it, accordingly, the Registrant expects that it will be unable to file its Form 10-Q for the quarter ended March 31, 2011 within the prescribed period. The delay could not have been avoided without undue hardship or expense.

 
 
 

 
 
PART IV — OTHER INFORMATION

(1)       Name and telephone number of person to contact in regard to this notification
 
Mark D. Dacko
       
(Name)
     
 
 
(612)  
349-5277
(Area Code)
 
(Telephone Number)
 
(2)       Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).      x Yes         o No
 
(3)        Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    o Yes      x No
 
     If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
 
 

 
 
Standard Gold, Inc.

(Name of Registrant as Specified in Charter)

     has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
   
 
 
 
 
 
 
Date: May 16, 2011
By:  
Mark D. Dacko
 
Mark D. Dacko
 
Chief Financial Officer
 
 
 

 
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