ACRG / American Clean Resources Group, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

American Clean Resources Group, Inc.
US ˙ OTCPK

Grundlæggende statistik
CIK 773717
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to American Clean Resources Group, Inc.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
August 26, 2025 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2024 Commission File Number: 000-14319 AMERICAN CLEAN RESOUR

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2024 Commission File Number: 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 84-0991764 (State or Other Jurisdiction of Incorporation or O

August 26, 2025 EX-4.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 American Clean Resources Group, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”). Description of Common Stock The followi

August 25, 2025 EX-99.1

American Clean Resources Group Appoints Fractional Executive Leaders to Accelerate Energy & Industrial Growth

Exhibit 99.1 American Clean Resources Group Appoints Fractional Executive Leaders to Accelerate Energy & Industrial Growth Lakewood Colorado. & Tonopah, Nev. — August 18, 2025 — American Clean Resources Group, Inc. (“ACRG” or the “Company”) today announced the appointment of three fractional executive officers and the engagement of a federal energy strategy advisor to advance the Company’s energy,

August 25, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 AMERICAN CLEAN RESO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2025 AMERICAN CLEAN RESOURCES GROUP, INC.

August 20, 2025 EX-4.1

Description of Securities registered with the Securities and Exchange Commission

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 American Clean Resources Group, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”). Description of Common Stock The followi

August 20, 2025 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Three Months Ended March 31, 2025 Commission File Number: 000-14319 AMERICAN CLEA

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Three Months Ended March 31, 2025 Commission File Number: 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 84-0991764 (State or Other Jurisdiction of Incorporat

August 20, 2025 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Six Months Ended June 30, 2025 Commission File Number: 000-14319 AMERICAN CLEAN R

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Six Months Ended June 30, 2025 Commission File Number: 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 84-0991764 (State or Other Jurisdiction of Incorporation

August 20, 2025 EX-4.1

Description of Securities registered with the Securities and Exchange Commission

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 American Clean Resources Group, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”). Description of Common Stock The followi

August 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: May 31, 2025 Estimated average burden hours per response ....……..2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition R

February 18, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2025 AMERICAN CLEAN RESOURCES GROUP, INC.

February 18, 2025 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2025 AMERICAN CLEAN RESOURCES GROUP, INC.

February 18, 2025 EX-16.1

Your Vision Our Focus

Exhibit 16.1 Your Vision Our Focus February 14, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of American Clean Resources Group, Inc.'s Form 8-K dated February 12, 2025, and have the following comments: 1. We agree with the statements made in the first paragraph. 2. We have no basis on which to agree or disagree with

February 18, 2025 EX-99.1

American Clean Resources Group pending acquisition poised to expand the development of the Historic Cross Caribou Operations Sustainable Metal Solutions, LLC’s subsidiary GIR, LLC petitioning for permit upgrade.

Exhibit 99.1 American Clean Resources Group pending acquisition poised to expand the development of the Historic Cross Caribou Operations Sustainable Metal Solutions, LLC’s subsidiary GIR, LLC petitioning for permit upgrade. NEDERLAND, Colorado – Sustainable Metal Solutions, LLC subsidiary GIR, LLC has received its completeness letter after it petitioned the Colorado Division of Reclamation, Minin

November 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-14319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 12, 2024 EX-99.2

Renewable Energy Industrial Park Optimizing Assets for a Sustainable Future This document contains forward - looking statements within the scope of the safe harbor provisions as established by the U.S. Private Securities Litigation Reform Act of 1995

Exhibit 99.2 Renewable Energy Industrial Park Optimizing Assets for a Sustainable Future This document contains forward - looking statements within the scope of the safe harbor provisions as established by the U.S. Private Securities Litigation Reform Act of 1995. These forward - looking statements, excluding historical facts, represent the American Clean Resources Group, LLC's (the "Company") vie

November 12, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 AMERICAN CLEAN RESOURCES GROUP, INC.

November 12, 2024 EX-99.1

November 8, 2024

Exhibit 99.1 November 8, 2024 RE: Update on ACRG’s Strategic Initiatives and Financial Reporting Dear ACRG Shareholder, We are writing to provide an important update regarding ACRG’s fiscal operations and strategic direction. Due to the unexpected retirement and subsequent medical disability of key personnel at our financial advisory firm, there has been a delay in filing our financial reports for

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-14319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 16, 2024 EX-4.1

Description of Securities registered with the Securities and Exchange Commission

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 American Clean Resources Group, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”). Description of Common Stock The followi

July 16, 2024 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2023 Commission File Number: 000-14319 AMERICAN CLEAN RESOUR

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2023 Commission File Number: 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 84-0991764 (State or Other Jurisdiction of Incorporation or O

July 16, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC.

June 5, 2024 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 3, 2024 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

June 4, 2024 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2024 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-14319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

March 29, 2024 EX-99.1

2

Exhibit 99.1 American Clean Resources Group Establishes Environmental Sustainability Board Lakewood, Colorado - March 28, 2024 - American Clean Resources Group (OTC ACRG) proudly announces the formation of an Environmental Sustainability Board comprised of distinguished industry leaders. This Advisory Board aims to champion and contribute to the realization of American Clean Resources Group’s corp

March 29, 2024 EX-10.1

Form of Advisory Board Agreement

Exhibit 10.1 ADVISORY BOARD AGREEMENT THIS ADVISORY BOARD AGREEMENT is made effective as of [ ], 202, by and between American Clean Resources Group, Inc. (the “Company”) and [] (the “Advisor”). RECITALS A. Company desires to obtain the services of Advisor to serve on the Company’s Board of Advisors (the “AB”) specifically named on the signature page hereto, and the Advisor desires to serve on the

March 29, 2024 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 28, 2024 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (

March 26, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 20, 2024 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC.

November 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-14319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 21, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporatio

September 19, 2023 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 19, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporatio

September 14, 2023 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporatio

September 12, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 12, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporatio

August 23, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC.

August 17, 2023 SC 13D/A

ACRG / American Clean Resources Group Inc / Granite Peak Resources, Llc - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 000-14319 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 AMERICAN CLEAN RESO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 12, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (C

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC.

April 17, 2023 EX-4.1

Description of Securities registered with the Securities and Exchange Commission

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 American Clean Resources Group, Inc. (the “Company” or “we” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, our common stock, par value $0.001 per share (the “common stock”). Description of Common Stock The followi

April 17, 2023 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2022 Commission File Number: 000-14319 AMERICAN CLEAN RESOUR

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2022 Commission File Number: 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact Name of Small Business Issuer as Specified in its Charter) STANDARD METALS PROCESSING, INC. (Former Name) Nevada 84-0991764 (St

April 14, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report o

February 22, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 AMERICAN CLEAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation

January 6, 2023 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 5, 2023 AMERICAN CLEAN RESOURCES GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation)

November 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC.

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 AMERICAN CLEAN RESOURCES GROUP, INC.

May 20, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14C 1 def14c2022standardmetals.htm DEFINITIVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d

May 12, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14C 1 pre14c2022standardmetals.htm INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Def

May 6, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

April 14, 2022 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2021 Commission File Number: 000-14319 STANDARD METALS PROCE

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2021 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name of Small Business Issuer as Specified in its Charter) N/A (Former Name) Nevada 84-0991764 (State or Other Jurisdiction of Inco

March 31, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o

February 7, 2022 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 7, 2022 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

January 11, 2022 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 10, 2022 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

November 30, 2021 8-K

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (C

November 12, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

August 9, 2021 10-Q

STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

April 30, 2021 10-Q

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0321standardmetals.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n

April 20, 2021 DEF 14C

- INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: £ Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2) S Definitive Information Statement Standard Metals Processing, Inc. (Na

April 13, 2021 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2) ☐ Definitive Information Statement Standard Metals Processing, Inc. (Na

January 26, 2021 10-K

Annual Report - ANNUAL REPORT

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2020 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (a.k.a. CAMBRIAN MINERALS GROUP, INC.) (Exact Name of Small Business Issuer as Specified in its Charter) N/A (Former Name) Nevada 84-09917

October 23, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0920standardmetals.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

September 30, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0620standardmetals.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

April 13, 2020 10-Q

Quarterly Report - QUARTERLY REPORT

10-Q 1 f10q0320standardmetals.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file n

April 2, 2020 10-K

Annual Report - ANNUAL REPORT

10-K 1 f10k2019standardmetals.htm ANNUAL REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2019 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name of Small Business Issuer as Specified in its Charter) N/A (Former Name) Nevada

March 31, 2020 NT 10-K

SMPR / Standard Metals Processing, Inc. NT 10-K - - NOTIFICATION OF LATE FILING

NT 10-K 1 ea120295-nt10kstandardmet.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report

March 24, 2020 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

March 18, 2020 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

March 13, 2020 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

March 5, 2020 10-K

SMPR / Standard Metals Processing, Inc. 10-K - Annual Report - ANNUAL REPORT

10-K 1 f10k2018standardmetals.htm ANNUAL REPORT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2018 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name of Small Business Issuer as Specified in its Charter) N/A (Former Name) Nevada

December 23, 2019 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

December 6, 2019 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q - Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

March 29, 2019 8-K

Changes in Control of Registrant

8-K 1 s1171048k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2019 (March 29, 2019) STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State

March 29, 2019 EX-99.1

EQUITY EXCHANGE AGREEMENT

Exhibit 99.1 EQUITY EXCHANGE AGREEMENT This Equity Exchange Agreement (this “Agreement”) is entered into as of [DATE], by and between the undersigned equity holder (“Holder”), and Granite Peak Resources, LLC, a Wyoming limited liability company (“GPR”). GPR and Holder are referred to collectively in the Agreement as the “Parties,” and individually as a “Party.” BACKGROUND A. Holder owns shares of

March 29, 2019 SC 13D

SMPR / Standard Metals Processing, Inc. / Granite Peak Resources, Llc - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

March 29, 2019 EX-99.2

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRANITE PEAK RESOURCES, LLC A Wyoming Limited Liability Company Dated as of November 27, 2018

Exhibit 99.2 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRANITE PEAK RESOURCES, LLC A Wyoming Limited Liability Company Dated as of November 27, 2018 MEMBERSHIP INTERESTS (REFERRED TO HEREIN AS “UNITS”) IN GRANITE PEAK RESOURCES, LLC, A WYOMING LIMITED LIABILITY COMPANY, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR “BLUE SK

August 15, 2018 NT 10-Q

SMPR / Standard Metals Processing, Inc. NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-000000 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-

July 5, 2018 10-Q

SMPR / Standard Metals Processing, Inc. FORM 10-Q (Quarterly Report)

10-Q 1 s11121610q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STA

June 8, 2018 10-K

SMPR / Standard Metals Processing, Inc. 10-K (Annual Report)

10-K 1 s11067710k.htm 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2017 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (a.k.a. CAMBRIAN MINERALS GROUP, INC.) (Exact Name of Small Business Issuer as Specified in its Charter) N/A (F

April 3, 2018 NT 10-K

SMPR / Standard Metals Processing, Inc. NT 10-K

NT 10-K 1 s109534nt10k.htm NT 10-K OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER 000-14319 CUSIP NUMBER NOTIFICATION OF LATE FILING 853442101 (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR

March 23, 2018 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q (Quarterly Report)

10-Q 1 s10942310q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STAN

March 15, 2018 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☑ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC.

August 11, 2017 NT 10-Q

Standard Metals Processing NT 10-Q

NT 10-Q 1 v473101nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-14319 CUSIP NUMBER 853442101 (Check one): ☐Form 10-K ☐ Form 20-F ☐ Form 11-K x Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transi

May 11, 2017 10-Q

SMPR / Standard Metals Processing, Inc. 10-Q (Quarterly Report)

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Nam

April 14, 2017 10-K

SMPR / Standard Metals Processing, Inc. FORM 10-K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2016 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (a.k.a. CAMBRIAN MINERALS GROUP, INC.) (Exact Name of Small Business Issuer as Specified in its Charter) (Former Name) Nevada 84-0991764 (

March 30, 2017 NT 10-K

Standard Metals Processing NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: . . . . . . . . . . . . . 3235-0058 Expires: . . . . . . . . . . . . . . October 31, 2018 Estimated average burden hours per response. . . . . . . . . . . . . . . .2.50 SEC FILE NUMBER 000-14319 CUSIP NUMBER 853442101 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 1

December 16, 2016 10-Q/A

Standard Metals Processing FORM 10-Q/A (Quarterly Report)

10-Q/A 1 v45517110q-a.htm FORM 10-Q/A U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319

December 14, 2016 10-Q

Standard Metals Processing 10-Q (Quarterly Report)

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact

August 15, 2016 10-Q

Standard Metals Processing FORM 10-Q (Quarterly Report)

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name

August 1, 2016 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2016 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Commi

May 16, 2016 10-Q

Standard Metals Processing FORM 10-Q (Quarterly Report)

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Nam

May 2, 2016 10-K

Standard Metals Processing FORM 10-K (Annual Report)

10-K 1 v43827910k.htm FORM 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2015 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (a.k.a. CAMBRIAN MINERALS GROUP, INC.) (Exact Name of Small Business Issuer as Specified in its Charter) (

March 22, 2016 NT 10-K

Standard Metals Processing NT 10-K

OMB APPROVAL OMB Number: . .. . . . 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. . . . . . . . 2.50 SEC FILE NUMBER 000-14319 CUSIP NUMBER 853442101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For

February 12, 2016 SC 13G/A

SMPR / Standard Metals Processing, Inc. / ASHFORD CAPITAL MANAGEMENT INC - STANDARD METALS PROCESSING - AMEND. #2 Passive Investment

SC 13G/A 1 standard13g17905.htm STANDARD METALS PROCESSING - AMEND. #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Standard Metals Processing, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 853616100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires

January 28, 2016 8-K

Other Events

8-K 1 v4299128k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2016 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other juris

November 23, 2015 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact

November 12, 2015 NT 10-Q

Standard Metals Processing FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-14319 CUSIP Number: 853442101 (Check one:) ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transi

November 10, 2015 CORRESP

Standard Metals Processing ESP

November 10, 2015 Mr. George K. Schuler Mr. John Reynolds Assistant Director Securities and Exchange Commission Re: Standard Metals Processing, Inc. Form 10-K for the Fiscal Year Ended December 31, 2014 Filed March 31, 2015 File No. 000-14319 On behalf of Standard Metals Processing, Inc. (the ?Company? or ?SMPR?) we are submitting the following responses to the Securities and Exchange Commission S

October 30, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v4233598k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2015 CAMBRIAN MINERALS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdic

October 26, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

8-K 1 v4228748k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2015 CAMBRIAN MINERALS GROUP, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdic

October 7, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 6, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Com

October 6, 2015 EX-99.1(A)

Former President of Rio Tinto Business Unit and CFO of Kennecott Minerals joins Cambrian Minerals Group, Inc. as Senior V.P. Of Finance

Exhibit 99.1(A) Former President of Rio Tinto Business Unit and CFO of Kennecott Minerals joins Cambrian Minerals Group, Inc. as Senior V.P. Of Finance NEW YORK, Sept. 10, 2015 NEW YORK, Sept. 10, 2015 /PRNewswire/ - Cambrian Minerals Group, Inc., "Cambrian", (OTCQB: SMPR), announced today that it has hired Tom Myatt, a highly respected mining executive to join its senior management team. "I am ve

October 6, 2015 EX-99.1(B)

Cambrian Minerals Group, Inc. Appoints Bobby Cooper Chairman and Promotes Thomas Loucks to President

Exhibit 99.1(B) Cambrian Minerals Group, Inc. Appoints Bobby Cooper Chairman and Promotes Thomas Loucks to President New York, Oct. 5, 2015 /PRNewswire/ - Cambrian Minerals Group, Inc., ?Cambrian?, (OTCQB: SMPR), announced today that it has appointed its CEO, Bobby Cooper, Chairman of the Board, and has promoted Thomas Loucks to President. On October 5, 2015, Sharon Ullman, former Chairperson of C

October 6, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 6, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Com

August 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4186628k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisd

August 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4187028k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 20, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporati

August 20, 2015 EX-17.01

August 20, 2015

Exhibit 17.01 August 20, 2015 To Whom It May Concern: This letter serves as notification that I, Jim Stieben, hereby resign as a member of the Board of Directors of Standard Metals Processing, Inc. (the ?Company?). /s/ Jim Stieben Jim Stieben

August 20, 2015 EX-17.01

August 20, 2015

Exhibit 17.01 August 20, 2015 Standard Metals Processing, Inc. 611 Walnut Street Gadsden, AL 35901 To the Board of Directors of Standard Metals Processing, Inc., Please accept my resignation from the position of Chief Executive Officer of Standard Metals Processing, Inc. effective today, Thursday, August 20, 2015. My decision is based on personal reasons and not due to any disagreement with manage

August 20, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made effective as of June 11, 2015 (the “Effective Date”) between Bobby E. Cooper (“Employee”) and Standard Metals Processing, Inc., hereinafter referred to as (“SMPR” or the “Company”), who are hereinafter sometimes collectively referred to as “the parties” or singularly as a “party.” WITNESSETH WHEREAS, SMPR wishes

August 20, 2015 EX-99.1

Former President and CEO of Kennecott Corporation and Rio Tinto Executive, Bobby Cooper

Exhibit 99.1 Former President and CEO of Kennecott Corporation and Rio Tinto Executive, Bobby Cooper, to lead Standard Metals Processing, Inc. Company Appoints Bobby Cooper Chief Executive Officer NEW YORK, August 20, 2015 /PRNewswire/ - Standard Metals Processing, Inc., "SMPR," (OTCQB: SMPR), announced today that it has appointed Mr. Bobby Cooper as Chief Executive Officer. Sharon Ullman, former

August 20, 2015 EX-99.1

Former President and CEO of Kennecott Corporation and Rio Tinto Executive, Bobby Cooper joins Standard Metals Processing, Inc. as Director.

Exhibit 99.1 Former President and CEO of Kennecott Corporation and Rio Tinto Executive, Bobby Cooper joins Standard Metals Processing, Inc. as Director. Company Appoints Bobby Cooper Board Member NEW YORK, August 20, 2015 /PRNewswire/ - Standard Metals Processing, Inc., "SMPR," (OTCQB: SMPR), announced today that it has appointed Mr. Bobby Cooper as Chief Executive Officer and member of its board

August 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4186878k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisd

August 20, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4186728-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other juris

August 19, 2015 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name

August 14, 2015 NT 10-Q

Standard Metals Processing FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-14319 CUSIP NUMBER 853442101 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2015 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q and Form 10-QSB Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

June 16, 2015 EX-99.1

Standard Metals Processing, Inc. Launches Royalty and Metal Streaming Initiative to Expand and Enhance its Business Model

Exhibit 99.1 Standard Metals Processing, Inc. Launches Royalty and Metal Streaming Initiative to Expand and Enhance its Business Model Company Appoints Bobby Cooper as Managing Director of Metals and Mining NEW YORK, June. 15, 2015 /PRNewswire/ - Standard Metals Processing, Inc., "SMPR", (OTCQB: SMPR), announced today that it has launched its Royalty and Metals Streaming program and has hired Bobb

June 16, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4132308-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdi

June 16, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made effective as of June 11, 2015 (the ?Effective Date?) between Bobby E. Cooper (?Employee?) and Standard Metals Processing, Inc., hereinafter referred to as (?SMPR? or the ?Company?), who are hereinafter sometimes collectively referred to as ?the parties? or singularly as a ?party.? WITNESSETH WHEREAS, SMPR wishes

June 9, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made effective as of June 1, 2015 (the ?Effective Date?) between Thomas Loucks (?Employee?) and Standard Metals Processing, Inc., hereinafter referred to as (?SMPR? or the ?Company?), who are hereinafter sometimes collectively referred to as ?the parties? or singularly as a ?party.? WITNESSETH WHEREAS, SMPR wishes to

June 9, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4126978k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdict

June 9, 2015 EX-99.1

Standard Metals Processing, Inc. Names Thomas Loucks as Vice President of Corporate Development

Exhibit 99.1 Standard Metals Processing, Inc. Names Thomas Loucks as Vice President of Corporate Development 35 Year Mining Industry Veteran and Former Royal Gold Executive joins Management Team Source: PR Newswire NEW YORK, June 8, 2015 /PRNewswire/ - Standard Metals Processing, Inc., "SMPR", (OTCQB: SMPR), today announced today that it has named Thomas Loucks as Vice President of Corporate Devel

May 13, 2015 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Nam

April 28, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made effective as of April 24, 2015 (the ?Effective Date?) between John Ryan (?Employee?) and Standard Metals Processing, Inc., hereinafter referred to as (?SMPR? or the ?Company?), who are hereinafter sometimes collectively referred to as ?the parties? or singularly as a ?party.? WITNESSETH WHEREAS, SMPR wishes to ap

April 28, 2015 EX-99.1

Standard Metals Processing, Inc. Names John Ryan as President

Exhibit 99.1 Standard Metals Processing, Inc. Names John Ryan as President NEW YORK, Apr. 28, 2015 /OTC Disclosure & News Service/ - Standard Metals Processing, Inc. (OTCQB: SMPR) (the ?Company?) announced today the appointment of John P. Ryan as President. ?Following our announcement earlier this year to focus on expanding the Company?s independent board of directors and recruiting the best manag

April 28, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v4086358k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 24, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdi

March 31, 2015 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2014 Commission File Number: 000-14319 STANDARD METALS PROCE

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2014 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name of Small Business Issuer as Specified in its Charter) (Former Company Name) Nevada 84-0991764 (State or Other Jurisdiction of

March 19, 2015 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Comm

February 23, 2015 8-K

Entry into a Material Definitive Agreement

8-K 1 v4025528k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 11, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other juri

February 12, 2015 SC 13G/A

SMPR / Standard Metals Processing, Inc. / ASHFORD CAPITAL MANAGEMENT INC - STANDARD METALS PROCESSING Passive Investment

SC 13G/A 1 standard13g17759.htm STANDARD METALS PROCESSING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Standard Metals Processing, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 853616100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of th

February 6, 2015 EX-99.1

Standard Metals Processing, Inc. Successfully Completes New Water Well Drilling at Tonopah Facility Site

Exhibit 99.1 Standard Metals Processing, Inc. Successfully Completes New Water Well Drilling at Tonopah Facility Site NEW YORK, February 5, 2015 - Standard Metals Processing, Inc., (OTCQB: SMPR) (“SMPR” and collectively with its subsidiaries, “we, “our” or the “Company,”) announced today that the new production well installation at its Tonopah processing facility site was successfully completed on

February 6, 2015 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 29, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

January 28, 2015 EX-99.1

James McBurney

Exhibit 99.1 James McBurney Accepts Nomination to Standard Metals Processing, Inc. Board of Directors NEW YORK, Jan. 27, 2015 /PRNewswire/ - Standard Metals Processing, Inc., (OTCQB: SMPR) (the “Company”), announced today that James McBurney has accepted the Company’s nomination to join the Company’s board of directors as the lead independent director. “We are very pleased to have Jim’s involvemen

January 28, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 26, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

January 22, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3992868k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 16, 2015 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other juris

January 22, 2015 EX-10.1

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made effective as of January 16, 2015 (the “Effective Date”) between Jonathan Spier (“Employee”) and Standard Metals Processing, Inc., hereinafter referred to as (“SMPR” or the “Company”), who are hereinafter sometimes collectively referred to as “the parties” or singularly as a “party.” WITNESSETH WHEREAS, SMPR wishe

January 22, 2015 EX-99.1

Standard Metals Processing, Inc. Names Jonathan Spier Chief Operating Officer

Exhibit 99.1 Standard Metals Processing, Inc. Names Jonathan Spier Chief Operating Officer New York, New York, Jan. 21, 2015 - Standard Metals Processing, Inc., (OTCQB: SMPR) (the “Company”), announced today the appointment of Jonathan Spier as its Chief Operating Officer. “Management is very pleased with the progress that was made in 2014 toward the launch of our custom toll milling operations. W

December 12, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2014 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Co

November 18, 2014 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 15, 2014 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (C

November 13, 2014 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact

August 15, 2014 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 v3870428k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2014 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction

August 12, 2014 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name

June 20, 2014 DEF 14A

- PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) þ Definitive

June 20, 2014 DEFA14A

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) o Definitive

June 11, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3812198k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 10, 2014 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation

June 11, 2014 EX-10.01

EMPLOYMENT AGREEMENT

Exhibit 10.01 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made effective as of June 10, 2014 (the “Effective Date”) between Robert Geiges (“Employee”) and Standard Metals Processing, Inc., hereinafter referred to as (“SMPR” or the “Company”), who are hereinafter sometimes collectively referred to as “the parties” or singularly as a “party.” WITNESSETH WHEREAS, SMPR wishes t

June 11, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 9, 2014 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commis

June 9, 2014 PRE 14A

- PROXY STATEMENT

PRE 14A 1 sdgrpre14a.htm PROXY STATEMENT United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as

May 15, 2014 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD METALS PROCESSING, INC. (Exact Nam

May 7, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 v3776898k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 1, 2014 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of

April 11, 2014 EX-10.22

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made effective as of November 13, 2013 between Sharon Ullman (?Employee?) and Standard Gold Holdings, Inc.

April 11, 2014 EX-10.20

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made as of the 19th day of February 2013 between Joseph Rosamilia (?Employee?) and Standard Gold, Inc.

April 11, 2014 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2013 Commission File Number: 000-14319 STANDARD METALS PROCE

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2013 Commission File Number: 000-14319 STANDARD METALS PROCESSING, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Standard Gold Holdings, Inc. (Former Company Name) Nevada 84-0991764 (St

April 11, 2014 EX-10.21

SETTLEMENT AND RELEASE AGREEMENT

SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (this ?Agreement?) is entered into as of October 10, 2013 (?Effective Date?) by and among Standard Gold Holdings, Inc.

March 31, 2014 NT 10-K

- NT 10-K

NT 10-K 1 v373414nt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER CUSIP NUMBER 000-14319 853442101 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2013 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ T

February 13, 2014 SC 13G

SMPR / Standard Metals Processing, Inc. / ASHFORD CAPITAL MANAGEMENT INC - STANDARD METALS PROCESSING Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Standard Metals Processing, Inc. (f.k.a. Standard Gold Holdings, Inc.) (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 853442101 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the a

December 20, 2013 EX-17.01

December 19, 2013

December 19, 2013 Standard Metals Processing, Inc. 611 Walnut Street Gadsden, AL 35901 Re: Resignation from the Board of Directors To the Board of Directors of Standard Metals Processing, Inc.: I hereby resign from the Board of Directors of Standard Metals Processing, Inc. effective immediately. I am resigning for personal reasons and not due to any disagreement with the Company on any matter. You

December 20, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3635928k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2013 STANDARD METALS PROCESSING, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other juri

November 15, 2013 DEF 14C

- SCHEDULE 14C INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Proxy Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Information Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14c-5(d)(2)) þ Defi

November 14, 2013 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD HOLDINGS, INC. (Exact Nam

November 5, 2013 PRE 14C

- SCHEDULE 14C INFORMATION

PRE 14C 1 sdgrpre14c.htm SCHEDULE 14C INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: þ Preliminary Information Statement £ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) £ Definitive Informat

October 21, 2013 8-K

Entry into a Material Definitive Agreement - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2013 STANDARD GOLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Commis

September 5, 2013 8-K

Other Events

8-K 1 v3543948k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2013 STANDARD GOLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of

August 28, 2013 8-K

Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2013 STANDARD GOLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 000-14319 84-0991764 (State or other jurisdiction of incorporation) (Commiss

August 9, 2013 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD HOLDINGS, INC. (Exact Name of

August 6, 2013 SC TO-I/A

- SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 6) (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Promissory Notes issued January 2, 2011 – Nov

August 6, 2013 SC TO-I/A

- SC TO-I/A

SC TO-I/A 1 v352089sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 5) (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Promi

July 31, 2013 SC TO-I/A

- FORM SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 4) (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Promissory Notes issued January 2, 2011 – Nov

July 31, 2013 EX-99.A1G

Standard Gold Holdings, Inc. Announces Extension of Issuer Tender Offer

Exhibit (a)(1)(G) Standard Gold Holdings, Inc. Announces Extension of Issuer Tender Offer Gadsden, Alabama (July 31, 2013) – Standard Gold Holdings, Inc. (OTCQB: SDGR), today announced that it has extended the expiration of its previously announced tender offer to exchange outstanding unsecured convertible promissory notes (“2011 unsecured notes”) and warrants to purchase common stock issued under

July 30, 2013 SC TO-I/A

- SC TO-I/A

SC TO-I/A 1 v351342sctoi-a.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 3) (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Prom

July 16, 2013 SC TO-I/A

- SC TO-I/A

SC TO-I/A 1 v350129sctoia.htm SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 2) (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Promi

July 16, 2013 EX-99.(A)(1)(D)

Form of New Warrant

Exhibit (a)(1)(D) Form of New Warrant THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

July 16, 2013 EX-99.(A)(1)(A)

OFFER TO EXCHANGE UNSECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE COMMON STOCK ISSUED BETWEEN JANUARY 1, 2011 – NOVEMBER 2, 2011 THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. (EASTERN TIME) ON JULY 30, 2013, UN

EX-99.(A)(1)(A) 2 v350129ex99-a1a.htm EX-99.(A)(1)(A) Exhibit (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFF

July 10, 2013 DEFA14A

- NOTICE AND ACCESS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) o Definitive

July 10, 2013 DEF 14A

- SCHEDULE 14A

DEF 14A 1 sdgrdef14a.htm SCHEDULE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (As Permi

July 8, 2013 EX-99.A1B

STANDARD GOLD HOLDINGS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE

EX-99.A1B 2 v349544exa1b.htm EXHIBIT 99.A1B Exhibit (a)(1)(B) STANDARD GOLD HOLDINGS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE This Election to Participate (this “Election to Participate”) relates to the offer (the “Offer”) by Standard Gold Holdings, Inc., a Nevada corporation (the “Company”), described in the Offer to Exchange, dated as of July 2, 2013 (the “Offer to Exchange”) and distribu

July 8, 2013 SC TO-I/A

- SC TO-I/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 1) (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Promissory Notes issued January 2, 2011 – Nov

July 2, 2013 EX-99.D1A

Form of Eligible Note: Unsecured Convertible Promissory Note in 2011 Private Placement

Exhibit (D)(1)(A) Form of Eligible Note: Unsecured Convertible Promissory Note in 2011 Private Placement NEITHER THIS CONVERTIBLE NOTE NOR THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION (TOGETHER, THE “SECURITIES LAWS”) AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ENCUMBERED IN THE ABSENCE OF COMPLIANCE WITH SUCH SECURITIES LAWS AND UNTIL THE ISSUER THEREOF SHALL HAVE RECEIVED AN OPINION FROM COUNSEL ACCEPTABLE TO IT THAT THE PROPOSED DISPOSITION WILL NOT VIOLATE ANY APPLICABLE SECURITIES LAWS.

July 2, 2013 EX-99.A1B

STANDARD GOLD HOLDINGS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE

Exhibit (a)(1)(B) STANDARD GOLD HOLDINGS, INC. OFFER TO EXCHANGE ELECTION TO PARTICIPATE This Election to Participate (this “Election to Participate”) relates to the offer (the “Offer”) by Standard Gold Holdings, Inc., a Nevada corporation (the “Company”), described in the Offer to Exchange, dated as of July 2, 2013 (the “Offer to Exchange”) and distributed to holders of the following outstanding

July 2, 2013 EX-99.A1D

Form of New Warrant

Exhibit (a)(1)(D) Form of New Warrant THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.

July 2, 2013 EX-99.A1E

To the Holders of Eligible Securities:

Exhibit (a)(1)(E) To the Holders of Eligible Securities: This letter is to inform you, as holders of Unsecured Convertible Promissory Notes and Warrants to Purchase Common Stock issued in a 2011 private placement (collectively “Eligible Securities”), that we are offering to exchange your Eligible Securities for the following: The issuance of restricted common stock for the settlement of the balance of the note (principal and accrued and unpaid interest as of: June 30, 2013) at $.

July 2, 2013 SC TO-I

- FORM SC TO-I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 STANDARD GOLD HOLDINGS, INC. (Name of Subject Company (Issuer)) STANDARD GOLD HOLDINGS, INC. (Name of Filing Persons (Issuer)) Convertible Promissory Notes issued January 2, 2011 – November 2, 2011 Warran

July 2, 2013 EX-99.D1B

Form of Eligible Warrant: Common Stock Purchase Warrant issued with Unsecured Convertible Promissory Note in 2011 Private Placement

Exhibit (D)(1)(B) Form of Eligible Warrant: Common Stock Purchase Warrant issued with Unsecured Convertible Promissory Note in 2011 Private Placement THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (TILE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS ("BLUE SKY LAWS").

July 2, 2013 EX-99.A1C

STANDARD GOLD HOLDINGS, INC. OFFER TO EXCHANGE NOTICE OF WITHDRAWAL

Exhibit (a)(1)(C) STANDARD GOLD HOLDINGS, INC. OFFER TO EXCHANGE NOTICE OF WITHDRAWAL If you previously elected to participate in the offer (the “Offer”) by Standard Gold Holdings, Inc., a Nevada corporation (the “Company”), described in the Offer to Exchange, dated as of July 2, 2013 (the “Offer to Exchange”), and you would now like to change your prior election and withdraw your tendered Eligibl

July 2, 2013 EX-99.A1F

Standard Gold Holdings, Inc. Announces Unsecured Note and Warrant Exchange Offer

Exhibit (a)(1)(F) Standard Gold Holdings, Inc. Announces Unsecured Note and Warrant Exchange Offer Gadsden, Alabama (July 2, 2013) – Standard Gold Holdings, Inc. (OTCQB: SDGR), today announced that it has commenced an offer to exchange outstanding unsecured convertible promissory notes (“2011 unsecured notes”) and warrants to purchase common stock issued under a private placement in 2011 (“2011 wa

July 2, 2013 EX-99.A1A

OFFER TO EXCHANGE UNSECURED CONVERTIBLE PROMISSORY NOTES AND WARRANTS TO PURCHASE COMMON STOCK ISSUED BETWEEN JANUARY 1, 2011 – NOVEMBER 2, 2011 THE OFFER TO EXCHANGE AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M. (EASTERN TIME) ON JULY 25, 2013, UN

Exhibit (a)(1)(A) NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT.

May 15, 2013 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD HOLDINGS, INC. (Exact Name of

April 26, 2013 EX-16.1

April 26, 2013

April 26, 2013 U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K/A for the event that occurred on April 16, 2013, to be filed by our former client, Standard Gold Holdings, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm. You

April 26, 2013 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2013 Standard Gold Holdings, Inc.

April 26, 2013 EX-99.1

Clear Thinking. Creative Ideas. 7650 Edinborough Way, Suite 225 • Edina, Minnesota 55435 • Phone 952-854-5700 • Fax 952-854-1163

EX-99.1 3 v342804ex99-1.htm EX-99.1 April 16, 2013 Mr. Michael Markiewicz, Audit Committee Chair Ms. Sharon Ullman, President Mr. Joseph Rosamilia, Chief Financial Officer Standard Gold Holdings, Inc. Gadsden, Alabama 35901 Dear Messrs. Markiewicz and Rosamilia, and Ms. Ullman: This is to confirm that Moquist Thorvilson Kaufmann LLC has resigned from the client-auditor relationship between Standar

April 26, 2013 CORRESP

-

April 26, 2013 Mr. Joel Parker Accounting Branch Chief Securities and Exchange Commission Re: Standard Gold Holdings, Inc. Form 8-K Filed April 22, 2013 File No. 000-14319 Dear Mr. Parker: On behalf of Standard Gold Holdings, Inc. (the “Company”), we are transmitting the following responses to the Securities and Exchange Commission Staff’s letter of April 25, 2013 containing comments regarding the

April 22, 2013 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 v3420118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): April 16, 2013 Standard Gold Holdings, Inc. (Exact Name of Registrant as Specified in Charter) Nevada 000-14319 84-0991764 (State or Other Jurisdiction of Incorp

April 22, 2013 EX-99.1

Clear Thinking. Creative Ideas. 7650 Edinborough Way, Suite 225 • Edina, Minnesota 55435 • Phone 952-854-5700 • Fax 952-854-1163

EX-99.1 3 v342011ex99-1.htm EX-99.1 April 16, 2013 Mr. Michael Markiewicz, Audit Committee Chair Ms. Sharon Ullman, President Mr. Joseph Rosamilia, Chief Financial Officer Standard Gold Holdings, Inc. Gadsden, Alabama 35901 Dear Messrs. Markiewicz and Rosamilia, and Ms. Ullman: This is to confirm that Moquist Thorvilson Kaufmann LLC has resigned from the client-auditor relationship between Standar

April 22, 2013 EX-16.1

April 19, 2013

Exhibit 16.1 April 19, 2013 U.S. Securities and Exchange Commission 100 F Street NE Washington, DC 20549 Ladies and Gentlemen: We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on April 16, 2013, to be filed by our former client, Standard Gold Holdings, Inc. We agree with the statements made in response to that Item insofar as they relate to ou

April 16, 2013 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2012 Commission File Number: 000-14319 STANDARD GOLD HOLDING

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2012 Commission File Number: 000-14319 STANDARD GOLD HOLDINGS, INC. (Exact Name of Small Business Issuer as Specified in its Charter) Nevada 84-0991764 (State or Other Jurisdiction of (I.R.S. Employer Identific

April 1, 2013 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-14319 NOTIFICATION OF LATE FILING CUSIP NUMBER 853442101 (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Tra

March 13, 2013 EX-99.3I01

Statement of Correction (Document Number 20111157771) (incorporated by reference to Exhibit 3(i).01 to the Company’s Form 8-K filed on March 13, 2013).

March 13, 2013 EX-99.3I03

Articles of Amendment, effective January 4, 2013 (incorporated by reference to Exhibit 99-3i03 to the Company’s Current Report on Form 8-K filed on March 13, 2013).

March 13, 2013 EX-99.3I02

Statement of Correction (Document Number 20111178093) (incorporated by reference to Exhibit 3(i).02 to the Company’s Form 8-K filed on March 13, 2013).

EX-99.3I02 3 v338087ex99-3i02.htm EXHIBIT 3(I).02

March 13, 2013 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 10, 2012 STANDARD GOLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commi

March 5, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): February 28, 2013 STANDARD GOLD HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commi

February 11, 2013 DEF 14C

Amendment to the Articles of Incorporation and Plan of Conversion filed with the State of Colorado with effective dates of March 4 and March 5, 2013 (incorporated by reference to the Schedule 14C information filed on February 11, 2013).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: £ Preliminary Information Statement Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) Q Definitive Information Statement STANDARD GOLD, INC. (Name of Registran

January 31, 2013 PRE 14C

- FORM PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: Q Preliminary Information Statement Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) £ Definitive Information Statement STANDARD GOLD, INC. (Name of Registran

January 28, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3330998k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): January 24, 2013 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14

January 28, 2013 EX-17.01

CLYDE L. SMITH, Ph.D., P.Eng. Consulting Geologist

CLYDE L. SMITH, Ph.D., P.Eng. Consulting Geologist January 24, 2013 The Board of Directors of Standard Gold, Inc.: Sharon Ullman, Tina Gregerson, Michael Markiewicz, Alfred Rapetti Ladies and Gentlemen, Please accept my resignation from the Board of Directors of Standard Gold, Inc. effective immediately. I have found that my other business and professional activities preclude my ability to contrib

January 4, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): November/December 2012 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commiss

November 5, 2012 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD, INC. (Exact Name of Smal

October 17, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 v3258188k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): September 27, 2012 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319

August 14, 2012 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD, INC. (Exact Name of Small Bus

July 2, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 v3173298k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): July 2, 2012 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-099176

June 5, 2012 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD, INC. (Exact Name of Small Bu

May 17, 2012 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2011 Commission File Number: 000-14319 STANDARD GOLD, INC. (

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2011 Commission File Number: 000-14319 STANDARD GOLD, INC. (Exact Name of Small Business Issuer as Specified in its Charter) COLORADO 84-0991764 (State or Other Jurisdiction of (I.R.S. Employer Identification N

May 15, 2012 NT 10-Q

- FORM NT 10-Q

NT 10-Q 1 v313344nt10q.htm FORM NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: March 31, 2012 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q and Fo

March 30, 2012 NT 10-K

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2011 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q and Form 10-QSB Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

February 16, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): February 10, 2012 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission F

December 23, 2011 EX-99.1

STANDARD GOLD ANNOUNCES A FORBEARANCE ARRANGEMENT WITH PURE PATH CAPITAL MANAGEMENT GROUP LLC

EXHIBIT 99.1 STANDARD GOLD ANNOUNCES A FORBEARANCE ARRANGEMENT WITH PURE PATH CAPITAL MANAGEMENT GROUP LLC December 22, 2011 MINNEAPOLIS ? (BUSINESS WIRE) Standard Gold, Inc. (OTCBB:SDGR) has entered into a forbearance arrangement with Pure Path Capital Management Group LLC pursuant to which Pure Path acquired a note and certain loan documents from NJB Mining, Inc related to certain real estate, e

December 23, 2011 EX-10.1

Amended and Restated Forbearance Agreement dated December 21, 2011 between Standard Gold, Inc., and Pure Path Capital Management Company, LLC, (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed on December 23, 2011).

EXHIBIT 10.1 AMENDED AND RESTATED FORBEARANCE AGREEMENT This Amended and Restated Forbearance Agreement, dated as of December 21, 2011, (the ?Agreement?), is made by and between STANDARD GOLD, INC., a Colorado corporation (the ?Borrower?) and PURE PATH CAPITAL MANAGEMENT COMPANY, LLC. a Nevada limited liability company (which intends to legally change its name to PURE PATH CAPITAL GROUP, LLC) (the

December 23, 2011 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 16, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission

December 22, 2011 EX-99.1

STANDARD GOLD ANNOUNCES A FORBEARANCE ARRANGEMENT WITH PURE PATH CAPITAL MANAGEMENT GROUP LLC

EX-99.1 3 v243773ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 STANDARD GOLD ANNOUNCES A FORBEARANCE ARRANGEMENT WITH PURE PATH CAPITAL MANAGEMENT GROUP LLC December 22, 2011 MINNEAPOLIS – (BUSINESS WIRE) Standard Gold, Inc. (OTCBB:SDGR) has entered into a forbearance arrangement with Pure Path Capital Management Group LLC pursuant to which Pure Path acquired a note and certain loan documents from NJB Mini

December 22, 2011 EX-10.1

AMENDED AND RESTATED FORBEARANCE AGREEMENT

EXHIBIT 10.1 AMENDED AND RESTATED FORBEARANCE AGREEMENT This Amended and Restated Forbearance Agreement, dated as of December 21, 2011, (the ?Agreement?), is made by and between STANDARD GOLD, INC., a Colorado corporation (the ?Borrower?) and PURE PATH CAPITAL MANAGEMENT COMPANY, LLC. a Nevada limited liability company (which intends to legally change its name to PURE PATH CAPITAL GROUP, LLC) (the

December 22, 2011 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 16, 2011 STANDARD GOLD,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): December 16, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission F

November 21, 2011 EX-10.1

Standard Gold, Inc. 2010 Stock Incentive Plan (amended as of July 25, 2011), (incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended September 30, 2011 (File No. 000-14319)).

EXHIBIT 10.1 2010 STOCK INCENTIVE PLAN (as amended through July 25, 2011) 1. Purpose. The purpose of the 2010 Stock Incentive Plan (the ?Plan?) of Standard Gold, Inc. (the ?Company?) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (?Incentives?) designed to attract, retain and motivate employees, certain key consultants an

November 21, 2011 EX-10.2

Forbearance Agreement, dated September 1, 2011, by and between Standard Gold, Inc. and NJB Mining, Inc. (incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30, 2011 (File No. 000-14319)).

EX-10.2 3 v240933ex10-2.htm EXHIBIT 10.2 FORBEARANCE AGREEMENT This Forbearance Agreement dated as of September 1, 2011 (the “Agreement”), is made by and between STANDARD GOLD, INC., a Colorado corporation (the “Borrower”) and NJB MINING, INC., an Arizona corporation (the “Lender”). RECITALS A. Borrower and Lender are parties to a certain Loan Agreement dated August 21, 2009 (as amended or assigne

November 21, 2011 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 v24093310q.htm U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD, IN

November 14, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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: September 30, 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 and Form 10-QSB o Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

October 11, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): October 6, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission Fil

September 12, 2011 EX-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

EX-10.2 3 v234520ex10-2.htm TRANSFER OF VOTING RIGHTS 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.

September 12, 2011 SC 13D

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, IN

SC 13D 1 v234520sc13d.htm SCHEDULE 13D 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) Mid

September 12, 2011 EX-10.1

FOR SETTLEMENT PURPOSES ONLY

EX-10.1 2 v234520ex10-1.htm AGREEMENT 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,

August 30, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): August 24, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission Fil

August 19, 2011 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD, INC. (Exact Name of Small Bus

August 15, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2011 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q and Form 10-QSB Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

June 7, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 1, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission File N

June 7, 2011 EX-10.1

SEPARATION AGREEMENT

EX-10.1 2 v225156ex10-1.htm Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is made by and between Standard Gold, Inc. (the “Company”) and Stephen E. Flechner (“Employee”), collectively referred to as the “Parties.” BACKGROUND A. Employee’s employment with the Company ended effective May 19, 2011 (the “Termination Date”). B. To amicably resolve any and all disputes b

May 25, 2011 EX-99.1

Agreement to Jointly file Schedule 13D

EX-99.1 2 v216798ex99-1.htm Exhibit 99.1 Agreement to Jointly file Schedule 13D The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of Standard Gold, Inc. and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. Leslie Lu

May 25, 2011 SC 13D

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, IN

SC 13D 1 v216798sc13d.htm 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) Leslie Lucas Par

May 20, 2011 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-14319 STANDARD GOLD, INC. (Exact Name of Small Bu

May 20, 2011 EX-10.10

EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.10 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of May 19, 2011 (?Effective Date?), by and between Standard Gold, Inc. (?Company?) and Alfred A. Rapetti (?Executive?) with respect to the following facts: Executive and Company wish to enter into an Employment Agreement, which will supersede any and all other agreements between the

May 19, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 13, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission File N

May 19, 2011 EX-10.1

Employment Agreement with Mark D. Dacko dated May 19, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 19, 2011).

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this ?Agreement?), between Standard Gold, Inc., a Colorado corporation (the ?Company?), and Mark D. Dacko, a Minnesota resident (the ?Executive?) is entered into as of May 19, 2011 (the ?Effective Date?). INTRODUCTION The Company desires to continue employing Executive, and Executive desires to continue being employed by the Company as t

May 16, 2011 NT 10-Q

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 oForm 10-D oForm N- SAR oForm N-CSR

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 oForm 10-D oForm N- SAR oForm 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.

May 5, 2011 8-K

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 29, 2011 STANDARD GOLD, INC. (Exact name of registrant as specified in its charter) Colorado (State or other jurisdiction of incorporation) 000-14319 84-0991764 (Commission File

May 5, 2011 EX-2.01

STANDARD GOLD, INC.

EX-2.01 2 v221026ex2-01.htm EXHIBIT 2.01 STANDARD GOLD, INC. April 29, 2011 Wits Basin Precious Minerals Inc. Stephen D. King, Chief Executive Officer 80 South Eighth Street, #900 Minneapolis, MN 55402 RE: Exercise of Right to Transfer Hunter Bates Mining Corporation Dear Mr. King: Effective April 29, 2011, Standard Gold, Inc., (“Standard Gold” or the “Company”) hereby exercises it right pursuant

March 30, 2011 SC 13D/A

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, IN

SC 13D/A 1 v216238sc13da.htm 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) Afignis, LLC

March 21, 2011 EX-10.4

SECURITY AGREEMENT

EXHIBIT 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is dated as of December 14, 2009, and is by and between Wits Basin Precious Minerals Inc., a Minnesota corporation (?Wits Basin?), Hunter Bates Mining Corporation, a Minnesota corporation (?Hunter Bates?), Gregory Gold Producers, Inc., a Colorado corporation (?Gregory Gold?; and collectively with Wits Basin and Hunter Bates

March 21, 2011 EX-10.21

First Amendment to Lease Agreement and Contract Agreement, effective as of March 15, 2010, by and between Father Gregory Ofiesh, Mary Jane Ofiesh, the Company and Liberty Processing, LLC, (incorporated by reference to Exhibit 10.21 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).

EXHIBIT 10.21 FIRST AMENDMENT TO LEASE AGREEMENT AND CONTRACT AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT AND CONTRACT AGREEMENT (this ?Amendment?) is made and entered into as of March 11, 2011 (the ?Effective Date?), by and between FATHER GREGORY OFIESH AND MARY JANE OFIESH (collectively, ?Landlord?), STANDARD GOLD, INC., a Colorado corporation (?Tenant?), and LIBERTY PROCESSING LLC, a Neva

March 21, 2011 EX-10.13

Exchange Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti, (incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).

EXHIBIT 10.13 EXCHANGE AGREEMENT This Exchange Agreement (hereinafter, the ?Agreement?) is effective as of March 15, 2011, by and among Standard Gold, Inc., Colorado corporation (hereinafter ?Standard Gold?); Shea Mining & Milling, LLC, a Nevada limited liability company (?Shea Mining?); and the members of Shea Mining listed on the signature page hereof (each a ?Shea Mining Member,? and collective

March 21, 2011 EX-10.15

Term Loan Agreement, dated August 25, 2009, by and between Shea Mining & Milling, LLC and NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.15 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).

EX-10.15 7 v215350ex10-15.htm EXHIBIT 10.15 TERM LOAN AGREEMENT THIS TERM LOAN AGREEMENT (this “Agreement”) is made as of August 25, 2009 (the “Effective Date”), between Shea Mining & Milling, LLC, a Nevada limited liability company (“Borrower”), and NJB Mining, Inc., an Arizona corporation (“Lender”). Recitals A. Borrower, as buyer, and Lender, as seller, previously entered into that certain Asse

March 21, 2011 EX-10.14

Assignment and Assumption of Loan Documents and Loan Modification Agreement, dated March 15, 2011, by and between the Company, Shea Mining & Milling, LLC and NJB Mining, Inc, (incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).

APN: 06-111-08 EXHIBIT 10.14 The undersigned hereby affirm that this document, including any exhibits, submitted for recording does not contain the social security number of any person or persons. (Per NRS 239B.030) PREPARED BY, RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: Mark Hawkins Fennemore Craig, P.C. 300 South Fourth Street, Suite 1400 Las Vegas, Nevada 89101 Space for County Recorder

March 21, 2011 EX-3.1

Amended and Restated Articles of Incorporation filed with the State of Nevada (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended 2010 filed on March 21, 2011).

EXHIBIT 3.1 SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION OF STANDARD GOLD, INC. KNOW ALL MEN BY THESE PRESENTS: That the undersigned, being a natural person of the age of eighteen years or more, does hereby sign, verify and deliver to the Secretary of State of the State of Colorado, these Second Amended and Restated Articles of Incorporation (referenced herein as the ?Articles of Incorpor

March 21, 2011 EX-10.16

Promissory Note, dated August 25, 2009, issued by Shea Mining & Milling, LLC to NJB Mining, Inc (assumed by the Company on March 15, 2011), (incorporated by reference to Exhibit 10.16 to Form 10-K for the year ended December 31, 2010 (File No. 000-14319)).

EXHIBIT 10.16 $2,500,000 PROMISSORY NOTE (Non-Revolving, Balloon Payment) Las Vegas, Nevada Made and effective as of August 25, 2009 1. Principal Obligation and Interest. Shea Mining & Milling, LLC, a Nevada limited liability company (?Borrower?), unconditionally promises to pay to NJB Mining, Inc., an Arizona corporation (?Lender?), or order at its office located at 10751 N. Frank Lloyd Wright Bl

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