SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended October 31, 1998 Commission File No. 0-9496
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GOLD STANDARD, INC.
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(Exact name of registrant as specified in its charter)
Utah 87-0302579
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 712 Kearns Building, Salt Lake City, Utah 84101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 328-4452
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $.001 par value Pacific Exchange, Inc.
Common Stock, $.001 par value NASDAQ
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001 per share
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(Title of class)
Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
As of October 31, 1998, the aggregate market value of Registrant's
Common Stock, par value $.001 per share, held by non-affiliates of
Registrant was approximately $1,854,609.75 (for purposes of the
foregoing figure, affiliates were deemed to include holders of 5%
or more of Registrant's outstanding stock, as well as officers
and directors).
.
As of the close of the period covered by this report there were
outstanding 1,168,594 shares of Registrant's common stock, $.001 par
value per share (adjusted to reflect reverse stock splits as of the
date of this filing).
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PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT.
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The following is a listing of the names, ages, office(s) held and
terms of office of each director and executive officer of Registrant
as of October 31, 1998, including offices held with Registrant.
Name of Director/ Offices Held in Director
Executive Officer Age Registrant Since
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Scott L. Smith
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For the past five years, the 72 Chairman of the 1972
principal occupation of Mr. Smith Board, President
has been President and Chief (Principal Executive
Executive Officer of Registrant. Officer) and Treasurer
Other than subsidiaries of (Principal Financial
Registrant, he does not serve as Officer and Chief
a director of any other public Accounting Officer)
corporation with the exception
of Thyssen Mining Exploration,
in Vancouver, British Columbia,
Canada.
Bret C. Decker
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For the past five years, the 44 Vice President 1996
principal occupation of Mr. Decker and Secretary (1)
Decker has been as a consultant to
Registrant and its subsidiaries.
Mr. Decker is an officer and director
of Panamerican Motor Sports.
Charles W. Shannon
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For the past five years, the 82 Secretary(1) 1979
principal occupation of Mr. Shannon
has been a mining consultant in
Salt Lake City, Utah. He does not
serve as a director of any other
public corporation.
Gerald L. Sneddon 68 Director 1996
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For the past five years, the
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principal occupation of Mr. Sneddon
had been Executive Vice President
of MK Gold Corporation and is
presently a mining engineering
consultant. Mr. Sneddon is a
director of Francisco Gold Corp.,
in Vancouver, British Columbia, Canada.
Each of the foregoing executive officers was elected by the Board
of Directors to hold office until the next annual election of officers
or until his successor is elected and qualified or until his earlier
resignation or removal. As provided by the By-Laws of Registrant, the
Board of Directors elects the officers and the Board has the power to
replace officers and to elect successors at any time.
There are no family relationships among the directors and execu-
tive officers of Registrant. There is no arrangement or understanding
between any of the above directors or executive officers and any other
person pursuant to which any director or executive officer was
selected as a director or executive officer, respectively.
During the past five (5) years:
(a) No director or executive officer of Registrant has been
subject to any proceeding under the Bankruptcy Act or any state
insolvency law;
(b) No director or executive officer of Registrant has been
convicted in any criminal proceeding or is subject to any criminal
proceeding which is presently pending; and
(c) No director or executive officer of Registrant has been the
subject of any order, judgment or decree involving activities in the
investment or securities business within the context of Item 401(f) of
Regulation S-K.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
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Section 16 (a) of the Securities and Exchange Act of 1934
requires Registrant's executive officers and directors, and persons
who beneficially own more than ten percent (10%) of Registrant's
stock, to file initial reports of ownership and reports of changes in
ownership with the Securities and Exchange Commission. Officers,
directors and greater than ten percent (10%) owners are required by
applicable regulations to furnish Registrant with copies of all
Section 16(a) forms that they file.
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Based solely on a review of the copies of such forms furnished to
Registrant or written representations from certain persons, Registrant
believes that during the 1998 fiscal year all filing requirements
applicable to its current officers and directors were complied with.
NOTE 1. On February 20, 1998, pursuant to the unanimous action
of all of the directors of Registrant as set forth in a written action
in lieu of meeting, Charles W. Shannon resigned as Secretary of
Registrant and Bret C. Decker was appointed as Secretary.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: April 27, 1999 GOLD STANDARD, INC.
By /s/ Scott L. Smith
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Scott L. Smith, President
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of Registrant and in the capacities and on the dates indicated.
Date: April 27, 1999 By /s/ Scott L. Smith
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Scott L. Smith, Director
Principal Executive Officer,
Principal Financial Officer,
and Chief Accounting Officer
Date: April 27, 1999 By /s/ Bret C. Decker
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Bret C. Decker, Director
Date: April 27, 1999 By /s/ Charles W. Shannon
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Charles W. Shannon, Director
Date: , 1999 By
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Gerald L. Sneddon, Director
