UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


                               FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended July 31, 2005

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ____________  to____________

                        Commission File No. 001-08397



                              GOLD STANDARD, INC.
                              -------------------
        (Exact name of small business issuer as specified in its charter)


             UTAH                                 87-0302579
             ----                                 ----------
(State or other jurisdiction of                (I.R.S. Employer I.D. No.)
incorporation or organization)

                      136 South Main Street, Suite #712
                         Salt Lake City, Utah 84101
                         --------------------------
                 (Address of principal executive offices)

                               (801) 328-4452
                               --------------
                        (Issuer's telephone number)

                                     N/A
                                     ---
            (Former name, former address and former fiscal year,
                       if changed since last report)

     Check whether the Company (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.   Yes [X]
No [ ]

            APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                              Not applicable.

                   APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the Company's
classes of common stock, as of the latest practicable date:

                               July 31, 2005
                             10,458,864 shares

Transitional Small Business Disclosure Format (Check one):  Yes  X  No
                                                                ---   ---

<PAGE>

                      PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
           UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                 FOR INCLUSION IN QUARTERLY REPORT
                          ON FORM 10-QSB


                         July 31, 2005
<PAGE>                          2
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
                   CONSOLIDATED BALANCE SHEET
                         July 31, 2005

                                                   July 31,
                                                     2005
                                                  (Unaudited)
              ASSETS
CURRENT ASSETS
Cash                                             $         (82)
Prepaid expenses                                         5,782
                                                 -------------
         TOTAL CURRENT ASSETS                            5,700


PROPERTY AND EQUIPMENT, at cost, net of
accumulated depreciation and amortization                  468
                                                 -------------
                                                           468

OTHER ASSETS
Available for sale securities                            6,673
                                                 -------------
                                                         6,673
                                                 -------------
                                                 $      12,841
                                                 =============

               LIABILITIES AND EQUITY

CURRENT LIABILITIES
 Accounts payable - trade                        $      58,254
 Note payable - officer                                 15,000
                                                 -------------
        TOTAL CURRENT LIABILITIES                       73,254

STOCKHOLDERS' EQUITY
 Common stock, par value $.001, authorized
  100,000,000 shares, issued and outstanding
  10,458,864 shares                                     10,459
 Additional paid-in capital                         13,405,249
 Other comprehensive loss                              (18,352)
 Accumulated deficit during the exploration stage
 (from November 1, 1996 through July 31, 2005)      (6,829,519)
 Accumulated deficit prior to November 1, 1996      (6,628,250)
                                                   -----------
         TOTAL STOCKHOLDERS' EQUITY                    (60,413)
                                                   -----------
                                                   $    12,841
                                                   ===========

See accompanying notes to consolidated financial statements.
                                3
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF OPERATIONS
  Three Month and Nine Month Periods Ended July 31, 2005 and 2004
        And Period November 1, 1996 through July 31, 2005

                         Three months ended   Nine months ended    November 1,
                             July 31,           July 31,       1996 Through
                        2005         2004     2005       2004   July 31, 2005
                    (Unaudited)(Unaudited)(Unaudited)(Unaudited) (Unaudited)
SALES                   $     0   $        0  $      0  $      0   $       0

EXPENSES
 Depreciation                91        1,043     2,258      3,130    233,967
 Leasehold
 exploration and
 carrying costs          11,551       55,682    11,551    203,962  3,678,317
 General and
 administrative          30,062       80,140   114,003    241,940  2,664,991
                     ----------   ----------  --------  --------- ----------
    NET LOSS FROM
    OPERATIONS          (41,704)    (136,865) (127,812)  (449,032)(6,577,275)

OTHER INCOME
 Interest income              -            9         -      2,447    789,565
 Gains and losses        (9,405)           -    (9,015)         - (1,041,009)
 Income taxes                 -            -         -          -       (800)
                     ----------   ----------  --------  --------- ----------
      NET LOSS       $  (51,109)  $ (136,856)$(136,827)$(446,585)$(6,829,519)
                     ==========   ==========  ========  ========= ==========
Basic and diluted net
loss per common share$    (0.005) $    (0.01)$   (0.01) $   (0.04)
                     ==========   ==========  ========  =========
Weighted average
number of common
shares outstanding   10,458,864   10,458,864 10,458,564 10,548,564
                     ==========   ========== ========== ==========

See accompanying notes to consolidated financial statements.
                                4
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
               CONSOLIDATED STATEMENTS OF CASH FLOWS
             Nine Month periods ended July 31, 2005 and 2004
                 And Period November 1, 1996 through
                         July 31, 2005

                                            Nine months ended     November 1,
                                                July 31,       1996 through
                                             2005       2004    July 31, 2005
                                         (Unaudited)(Unaudited)  (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                 $(136,827) $(446,585)  $(6,829,519)
 Add (deduct) adjustments to
 cash basis:
  Depreciation                                2,258      3,130       233,967
  Accretion                                       -          -       (32,918)
  Losses on assets and investments            8,915          -      1,040,909
  Increase (decrease) in:
    Accounts payable                         57,304      6,237       (17,116)
    Accrued liabilities                         (90)         -        (1,304)
    Deferred liability                            -          -       (61,000)
    Income tax payable                       (100)         (100)         -
  Decrease (increase) in:
    Prepaid expenses                             29        812        (5,782)
    Accounts receivable                         100          -             -
    Accrued interest                              -          -         5,696
    Deposits                                      -          -           690
                                          ---------  ---------  ------------
       NET CASH USED IN OPERATING
       ACTIVITIES                           (68,411)  (436,506)   (5,666,377)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Note payable officer                     15,000          0        15,000
    Issuance of common stock                      -    250,000       250,000
                                          ---------  ---------  ------------
       NET CASH PROVIDED BY FINANCING
       ACTIVITIES                            15,000    250,000       265,000

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease in note receivable                     0    147,943             0
  Proceeds from sale of fixed assets          1,449          0        99,809
  Purchase of equipment                           0    (13,978)     (158,607)
  Exchange of stock                               0          0        23,551
  Sale of investments                             0          0       145,440
  Decrease in common stock and
  additional paid in capital from
  the recission of issued shares                  0   (150,000)            0
  Investment in affiliate                         0          0      (395,046)
                                          ---------  ---------  ------------
        NET CASH PROVIDED BY (USED IN)
        INVESTING ACTIVITIES                  1,449    (16,035)     (284,853)

NET DECREASE IN CASH                        (51,962)  (202,541)   (5,686,230)

CASH BALANCE AT BEGINNING OF PERIOD          51,880    312,651     5,686,148
                                          ---------  ---------  ------------
CASH BALANCE AT END OF PERIOD             $     (82)  $110,110  $        (82)
                                          =========  =========  ============


See accompanying notes to consolidated financial statements.
                                5
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

( 1 )     Summary of significant accounting policies

     Principles of consolidation - The accounts of Gold Standard, Inc. and
     Subsidiaries and its three wholly-owned subsidiaries are included in the
     consolidation. All intercompany balances and significant transactions
     have been eliminated.

     Nature of operations - Gold Standard, Inc., a Utah Corporation, was
     organized for the purpose of carrying on property acquisition and gold
     exploration programs in the United States and South America.

     Use of estimates - The preparation of financial statements in conformity
     with U.S. generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported amounts of
     assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements, and the reported
     amounts of revenues and expenses during the reporting period. Actual
     results could differ from those estimates.

     Revenue recognition - The Company recognizes revenue from its activities
     as it is earned.  No revenue has been earned for all periods presented.

     Depreciation and amortization - Depreciation and amortization are
     computed on the straight-line method over the following estimated useful
     lives:

        Assets                                                  Useful Lives

     Furniture and equipment                                     5 - 7 years
     Transportation equipment                                        5 years
     Leasehold improvements                                          3 years

     Cash - Substantially all of the Company's cash is held by one bank
     located in Utah.  The Company does not believe that, as a result of this
     concentration, it is subject to any unusual financial risk beyond the
     normal risk associated with Commercial Banking relationships.

     Marketable securities - Marketable securities included in long term
     investments are considered available-for-sale and are carried at fair
     value.  The unrealized gains and losses related to these securities are
     included in accumulated other comprehensive income net of tax.

     Exploration stage company - The Company commenced operations and
     generated revenues through October 31, 1996.  Subsequent to that date
     revenues ceased and the Company reverted to an exploration stage entity
     and engaged in the search for mineral reserves.  Mineral reserves are
     part of a mineral deposit which could be economically and legally
     extracted or produced.  Exploration activities consist of costs incurred
     primarily to exploit gold and other precious metals.  These activities
     include rock, soil and sediment sampling, geological mapping, geochemical
     and geophysical data compilation, auger drilling and government permits
     maintenance.  Historical expenditures are indicative of ongoing
     operations; however, ongoing operations have ceased due to lack of
     funding. Prospecting and exploration costs incurred in the
     search for new mining properties are charged to expense as incurred.
     Direct costs associated with the development of identified reserves are
     capitalized until the related geologic areas are either put into
     production, sold or abandoned.  As of July 31, 2005 the Company had no
     capitalized direct costs associated with the development of identified
     resources and there were no geologic areas under production.

                                6
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

( 1 )     Summary of significant accounting policies

     Loss per share   Basic and diluted net loss per share is presented in
     conformity with Statements of Financial Accounting Standards No. 128
     "Earnings Per Share".   Basic loss per share of common stock is computed
     by dividing the net loss by the weighted-average number of common shares
     outstanding during the period.  Diluted loss per share is computed by
     dividing the net loss by the average number of common shares outstanding
     plus the dilutive effect of outstanding stock equivalents using the
     "treasury stock" method. The effects of the common stock equivalents
     (warrants) have not been included in the diluted loss per share for all
     periods presented as their effect would have been anti-dilutive.

     Comprehensive income - The Company applies Statement of Financial
     Accounting Standards No. 130 Reporting Comprehensive Income (SFAS No.
     130).  Comprehensive income is defined as the change in equity of a
     business enterprise during a period from transactions and other events
     and circumstances from non owner sources.  It includes all changes in
     equity during a period except those resulting from investments by owners
     and distributions to owners.

     Income taxes - Deferred income taxes are provided for temporary
     differences between the financial reporting and tax basis of assets and
     liabilities using enacted tax laws and rates for the years when the
     differences are expected to reverse.

     Foreign Currency Translation - The Company has an extensive inter-
     company relationship with the Brazilian Subsidiary which generates a
     high volume of inter-company transactions.  The currency of the
     Brazilian Subsidiary is the U.S. Dollar.

     Stock based compensation - The Company accounts for stock-based
     compensation for employees and Board of directors under the intrinsic
     value method of accounting as defined by Accounting Principles Board
     Opinion No. 25, "Accounting for Stock Issued to Employees" and related
     interpretations.  In addition, the Company applies the disclosure
     provisions of SFAS No. 123, "Accounting for Stock Based Compensation," as
     amended by SFAS No. 148, "Accounting for Stock-Based
     Compensation-Transition and Disclosure."

     At January 30, 2004, the Company granted 1,540,000 stock warrants to
     employees and board members.  The warrants were granted at an exercise
     price equal to the fair market value of $.22 per share at the date of
     grant.  Thus, in accordance with the intrinsic value method, no
     compensation expense has been recognized for these stock warrants.

                                7
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


( 1 )     Summary of significant accounting policies

     If compensation expense were based on the fair value of the warrant
     grants, in accordance with SFAS No. 123, the Company's net loss per share
     would have been the pro forma amounts indicated below:

                                                Nine Months Ended July 31,
                                                    2005          2004
          Net loss
                    As reported                $ (136,827)    $(446,585)
                    Pro forma                    (136,827)     (656,705)

          Loss per share
                    As reported                $   (0.01)    $   (0.04)
                    Pro forma                      (0.01)        (0.06)

     For the purpose of the above table, the fair value of each stock warrant
     grant is estimated as of the date of the grant using the Black-Scholes
     option pricing method with the following weighted-average assumptions
     used for grants during fiscal 2004:  a risk-free interest rate of
     approximately 3%; a dividend yield of 0%; a weighted-average expected
     life of 3.00 years; and a volatility factor of the expected market price
     of our common stock of 3.67.  The weighted average fair value of options
     granted during fiscal 2004 was $.22.

     Stock warrant activity is summarized as follows:

                                                                Weighted
                                                                Average
                                                                Exercise
                                               Shares           Price

     Warrants outstanding, October 31, 2004   1,540,000           $ .22
     Granted                                          -               -
     Canceled or expired                              -               -
     Warrants outstanding, July 31, 2005      1,540,000           $ .22

     Effects of recent accounting pronouncements - In July 2002, the FASB
     issued SFAS No. 146, Accounting for Costs Associated with Exit or
     Disposal Activities.  SFAS No. 146 requires that a liability for costs
     associated with an exit or disposal activity be recognized and measured
     initially at fair value only when the liability is incurred.  SFAS 146
     is effective for exit or disposals that are initiated after December 31,
     2002.  SFAS 146 has had no effect on the financial position, results of
     operations, or cash flows of the Company.

     In December 2002, the FASB issued SFAS No. 148, Accounting for Stock
     Based Compensation Transition and Disclosure that amends SFAS No. 123,
     Accounting for Stock-Based Compensation, to provide alternative methods
     of transition for a voluntary change to SFAS 123's fair value method of
     accounting for stock based employee compensation.  SFAS 148 also amends
     the disclosure provisions of SFAS 123 and APB Opinion No. 28, Interim
     Financial Reporting, to require disclosure in the summary of significant
     accounting policies of the effects of an entity's accounting policy with
     respect to stock-based employee compensation on reported net income and
     earnings per share in annual and interim financial statements.  The
     Statements amendment of the transition and annual disclosure
     requirements of SFAS 123 are effective for fiscal years ending after
     December 15, 2002.  The interim disclosure provisions are effective for
     financial reports containing financial statements for interim periods
     beginning after December 15, 2002.  SFAS 148 has had no effect on the
     results of operations or statements of financial position of the
     Company.

                                8
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



( 1 )     Summary of significant accounting policies

     In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133
     on Derivative Instruments and Hedging Activities, which amends and
     clarifies accounting for derivative instruments, including certain
     derivative instruments embedded in other contracts, and for hedging
     activities under SFAS No. 133.  The statement is effective (with certain
     exceptions) for contracts entered into or modified after June 30, 2003.
     The adoption of this Statement has had no effect on the financial
     position, results of operations, or cash flows of the Company.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain
     Financial Instruments with Characteristics of both Liabilities and
     Equity.  It requires the issuer to clarify a financial instrument that
     is within its scope as a liability (or an asset in some circumstances).
     It is effective for financial instruments entered into or modified after
     May 31, 2003 and otherwise is effective at the beginning of the first
     interim period after June 15, 2003.  The adoption of SFAS No. 150 on
     July 1, 2003 has had no effect on the financial position, results of
     operations, or cash flows of the Company.

     In November 2002, the FASB issued Financial Interpretation No. (FIN) 45,
     Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others.  Amount other
     things, the Interpretation requires guarantors to recognize, at fair
     value, their obligations to stand ready to perform under certain
     guarantees.  FIN 45 became effective for guarantees issued or modified
     on or after January 1, 2003 and had no effect on the financial position,
     results of operations, or cash flows of the Company.

     In January 2003, the FASB issued FIN 46, Consolidation of Variable
     Interest Entities.  In general, a variable entity is a corporation,
     partnership, trust, or any other legal structure used for business
     purposes that either (a) does not have equity investors with voting
     rights nor (b) has equity investors that do not provide sufficient
     financial resources for the entity to support its activities.  FIN 46
     requires a variable interest entity's activity to be consolidated by a
     company if the company is subject to a majority of the risk of loss from
     the variable interest entity's activities or entitled to receive a
     majority of the entity's residual return or both.    The consolidation
     requirements of FIN 46 apply immediately to variable interest entities
     created after January 31, 2003.  The consolidation requirements apply to
     transactions entered into prior to February 1, 2003 in the first fiscal
     year or interim period beginning after June 15, 2003, which was
     subsequently delayed until the fourth quarter of 2003.  Certain of the
     disclosure requirements apply in all financial statements issued after
     January 31, 2003, regardless of when the variable interest entity was
     established.  The adoption of the interpretation did not have any impact
     on the Company's financial statements.

     In November 2002, the EITF reached a consensus on issue No. 00-21,
     Revenue Arrangements with Multiple Deliverables.  EITF Issue No. 00-21
     provides guidance on how to account for arrangements that involve the
     delivery or performance of multiple products, services and/or rights to
     use assets.  The provisions of the EITF Issue No. 00-21 will apply to
     revenue arrangements entered into fiscal periods beginning after June
     15, 2003.  The adoption of EITF Issue No. 00-21 will have no effect on
     the Company's financial position, results of operations, or cash flows.

                                9
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 ( 2 )    Realization of assets

     The accompanying financial statements have been prepared on a going
     concern basis, which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business.  The
     Company has incurred operating losses since inception of $13,457,769.
     The Company has no revenues and no foreseeable future revenues.  At
     July 31, 2005, the Company has no cash available to fund operations.
     The Company has no lines of credit available to fund operations.  The
  Company cannot continue with operations in the foreseeable future unless
 it raises additional working capital.

     In December, 2004, the Company curtailed mining exploration activities
     in Brazil due to the lack of funds.  This situation and the matters
     discussed in the previous paragraph raise substantial doubt about the
     Company's ability to continue as a going concern.  The financial
     statements do not include any adjustments relating to the recoverability
     and classification of recorded asset amounts or the amount and
     classification of liabilities that might be necessary should the Company
     be unable to continue as a going concern.

     The Company's ability to continue as a going concern is dependent upon
     its ability to generate sufficient cash flows to meet its obligations on
     a timely basis.  The Company is attempting to raise additional funds,
     but it has been unsuccessful to date.  No assurance can be given that
     the Company will be able to obtain such financing on terms favorable to
     the Company or at all.  Any sale of additional common stock or
     convertible equity or debt securities would result in additional
     dilution to the Company's shareholders.  Should the Company fail to
     obtain financing then they will be required to cease operations.


 ( 3 )    Available for sale securities

     The aggregate fair market value, cost basis and unrealized holding loss
     of the Company's investment in available for sale securities at
     July 31, 2005 are as follows:

     Available for sale securities                           $ 6,673
     Cost basis                                               25,025
                                                             -------
     Unrealized holding loss included
      In other comprehensive income                          $18,352
                                                             =======

     The Company annually evaluates the investment in available for sale
securities for permanent impairment.

                            10
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


( 4 )     Property and equipment

     Property and equipment at July 31, 2005 is as follows:

     Cost
          Furniture and equipment                      $     63,056
          Transportation equipment                           67,933
          Leasehold improvements                              3,201
                                                       ------------
               Total cost                                   134,190
          Accumulated depreciation and amortization         133,722
                                                       ------------
          Net property and equipment                   $        468
                                                       ============

 ( 5 )    Related party transactions

     The Company has funded the majority of the operations of its
     subsidiaries Gold Standard South, Gold Standard Minas, and Tormin S.A.
     with unsecured non-interest bearing long-term cash advances.  As of
     July 31, 2005, the Company had receivables from these companies of
     $513,936, $3,170,023 and $270,360, respectively. All intercompany
     transactions have been eliminated in consolidation.


( 6) Income taxes

     The Company has significant net operating loss and net capital loss
     carry-forwards which  give rise to a deferred tax asset.  Because the
     Company has no assurance that the tax benefit from the net operating
     loss and net capital loss will ever be realized, a valuation allowance
     has been provided equal to the deferred tax asset.     There are no other
     timing differences which arise from recognizing income and expense in
     different periods for financial and tax reporting purposes.

     The Company's gross deferred tax asset attributable to the net operating
     loss and net capital loss carryforwards and the associated valuation
     allowance is summarized as follows:
                                                  July 31, 2005
                                                  --------------
     Deferred income taxes
          Net operating loss carryforward         $   1,688,006
          Deferred tax valuation allowance        $  (1,688,006)
                                                  -------------
          Net deferred tax asset                  $           -

     The Company has Federal net operating losses of $4,691,000 which expire
     in the years 2005 through 2024.  State net operating losses total
     $1,860,000 and expire in the years 2013 through 2019.

                                11
<PAGE>
               GOLD STANDARD, INC. AND SUBSIDIARIES
                 (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



( 8 )     Cash flow disclosures
     The following is a summary of supplemental cash flow information:

     Cash paid:
          Interest expense, net of amount capitalized            $      -
                                                                 ========
          Income taxes                                           $    223
                                                                 ========
( 9) Segment information

     The Company applies Statement of Financial Accounting Standards No. 131,
     Disclosures about Segments of an Enterprise and Related Information
     (SFAS No. 131).  This standard establishes standards for reporting
     information about operating segments in annual financial statements,
     selected information about operating segments in interim financial
     reports and disclosures about products and services, geographic areas
     and major customers.  This standard requires the Company to report
     financial information on the basis that is used internally for
     evaluating segment performance and deciding how to allocate resources to
     segments.

     The Company's only activity and, therefore, dominant business segment,
     is gold exploration and development.

     The Company has had no revenues during the periods ended July 31,
     2005 or 2004.  The following table presents property and equipment, net
     of accumulated depreciation and amortization, based upon the location of
     the asset as of July 31, 2005:


     United States                                $    468
     South America                                       0
                                                  --------
                                                  $      0
                                                  ========
                                12
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Overview.

    We are an exploration stage Company.  The Company's business involved
acquiring, exploring and, when warranted, developing gold mineralized
properties. Presently, the Company is seeking a joint venture partner with
funds to participate in further exploration activities on its mining
properties.

     The Company held directly or through its subsidiaries, mineral and
exploration rights to properties located in the Dugway region of Western Utah,
Southern Uruguay and Brazil.  All past exploration costs associated with these
activities have been charged to operations as incurred.  Leasehold exploration
and carrying costs totaled $11,551 during the three month period ended July
31, 2005, as compared to $55,682 during the three months ended July 31, 2004.
No development costs have been capitalized on these properties through July
31, 2005, because the Company has not found proven mineral resources.

     The Company has funded its operations through equity financing, and with
settlement proceeds from a lawsuit that were received prior to 1996.  The
Company raised $250,000 through the sale of 1,100,000 shares of its common
stock on December 22, 2003.  There has been no other equity financing since
that time.  The Company will not receive operating revenue within the
foreseeable future, and as such, the current trend in losses from operations
is expected to continue.

     In December 2004, the Company suspended operations on its mining
properties in Brazil, due to lack of funding.

Results and Plan of Operations.

Three Months Ended July 31, 2005 and 2004
-----------------------------------------

     We did not generate any revenues from operations for the three months
ended July 31, 2005, and 2004.

     Leasehold exploration and carrying costs totaled $11,551 for the three
months ended July 31, 2005, as compared to $55,682 for the three months ended
July 31, 2004.  The decline is due to lack of available funds.  General and
administrative expenses totaled $30,062 for the three months ended July 31,
2005, compared to $80,140 for the three months ended July 31, 2004.  The 2005
period expenses consisted of legal and accounting fees.  The 2004 period
expenses consisted of legal, accounting, rent, salaries and other
miscellaneous costs, none of which were individually significant.  The decline
in general and administrative expenses from the same period in the prior year
is due to significant reductions in administrative support due to the
curtailment of exploration activities.  Depreciation expense totaled $91 for
the three months ended July 31, 2005, as compared to $1,043 for the three
months ended July 31, 2004.  For the three months ended July 31, 2005, we
experienced a net loss of $51,109, as compared to a net loss of $136,856 for
the three months ended July 31, 2004.

<PAGE>

Nine Months Ended July 31, 2005 and 2004
----------------------------------------

     We did not generate any revenues from operations for the nine months
ended July 31, 2005 and 2004.

     Leasehold exploration and carrying costs were $11,551 for the nine
months ended July 31, 2005, as compared to $203,962 for the nine months ended
July 31, 2004.  The decline is due to the curtailment of exploration
activities by the Company.  General and administrative expenses totaled
$114,003 for the nine months ended July 31, 2005, compared to $241,940 for the
nine months ended July 31, 2004.  The 2005 period expenses consisted of legal
and accounting fees, salaries and rent.  The 2004 period expenses consisted of
legal, accounting, rent, salaries and other miscellaneous costs, none of which
were individually significant.  The decline in general and administrative
expenses from the same period in the prior year was due to significant
reductions in administrative costs due to the curtailment of exploration
activities and the associated overhead expenses.  Depreciation expense of
$2,258 for the nine months ended July 31, 2005, was comparable to $3,130 for
the nine months ended July 31, 2004.  For the nine months ended July 31, 2005,
we experienced a net loss of $136,827, compared to a net loss of $446,585 for
the nine months ended July 31, 2004.

Liquidity and Capital Resources.

     The Company has incurred operating losses since inception of development
stage on November 1, 1996, of $6,829,519.  The Company has no revenues and no
foreseeable future revenues.  At July 31, 2005, the Company has no cash
available to fund operations.  The Company has no lines of credit available to
fund operations.  The Company cannot continue with operations in the
foreseeable future unless it raises additional working capital.

     In December, 2004, the Company curtailed all mining exploration
activities in Brazil due to the lack of funds.  This situation and the matters
discussed in the previous paragraph raise substantial doubt about the
Company's ability to continue as a going concern.  The financial statements do
not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amount and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.

     The Company's ability to continue as a going concern is dependent upon
its ability to generate sufficient capital to meet its obligations on a timely
basis.  The Company is attempting to raise additional funds and is searching
for joint venture partners with which it can recommence operations, but it has
been unsuccessful to date in raising funds or finding a joint venture partner.
No assurance can be given that the Company will be able to obtain such
financing on terms favorable to the Company or at all.  Any sale of additional
common stock or convertible equity or debt securities would result in
additional dilution to the Company's shareholders.  Should the Company fail to
obtain financing in the near future, then it will be required to cease all
operations.  Working capital at July 31, 2005, was ($67,554).

<PAGE>
     The Company's anticipated capital requirements for the remaining three
months of the current fiscal year are as follows:

      Leasehold exploration and
        carrying costs                            $      0
      Other general and
        administrative expenses                   $ 30,000
                                                  ---------
                                                  $ 30,000

     The anticipated capital requirements above do not allow for mining and
exploration costs.  These activities would require additional capital.  The
Company has no material capital commitments or agreements which would require
significant outlays of capital during the remaining three months of 2005.

Inflation.

     The impact of inflation on the Company's operations will vary.  The
future price of gold, and the level of future interest rates, could directly
affect the Company's share of any future operating revenue.  Lower interest
rates and higher gold prices may enhance the value of the Company's holdings.

     Because the Company does not have a source of revenue, serious increases
in inflation could increase the Company's general and administrative expenses
and make it difficult to remain within its budget.  However, the inflation
rate has remained relatively low, with only a minor impact on the Company
during fiscal 2005 and 2004.  Management does not anticipate material
increases in the inflation rate during the immediate future.

Environmental Rules and Regulations.

     The Company is not aware of any noncompliance with environmental rules
and regulations, nor has the Company been cited by any local, state or
national agency either in the United States or South America for noncompliance
with environmental rules and regulations.  The Company is not aware of any
potential reclamation costs in any of the areas in which it has conducted
exploration.

Forward-Looking Statements.

     The Private Securities Litigation Reform Act of 1995 (the "Act") provides
a safe harbor for forward-looking statements made by or on behalf of the
Company.  The Company and its representatives may from time to time make
written or oral statements that are "forward- looking," including statements
contained in this Quarterly Report and other filings with the Securities and
Exchange Commission and in reports to the Company's stockholders.  Management
believes that all statements that express expectations and projections with
respect to future matters, as well as from developments beyond the Company's
control including changes in global economic conditions are forward-looking
statements within the meaning of the Act.  These statements are made on the
basis of management's views and assumptions, as of the time the statements are
made, regarding future events and business performance.  There can be no
assurance, however, that management's expectations will necessarily come to
pass.  Factors that may affect forward-looking statements include a wide range
of factors that could materially affect future developments and performance,
including the following:

     Changes in Company-wide strategies, which may result in changes in the
types or mix of businesses in which the Company is involved or chooses to
invest; changes in U.S., global or regional economic conditions, changes in
U.S. and global financial and equity markets, including significant interest
rate fluctuations, which may impede the Company's access to, or increase the
cost of, external financing for its operations and investments; increased
competitive pressures, both domestically and internationally, legal and

<PAGE>

regulatory developments, such as regulatory actions affecting environmental
activities, the imposition by foreign countries of trade restrictions and
changes in international tax laws or currency controls; adverse weather
conditions or natural disasters, such as hurricanes and earthquakes, labor
disputes, which may lead to increased costs or disruption of operations.

     This list of factors that may affect future performance and the accuracy
of forward-looking statements are illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.

Item 3.   Controls and Procedures.

     Our auditors have previously advised us of deficiencies in our Controls
and Procedures that relate to the fact that one person, our President, Scott
L. Smith, has sole check signing authority on our U. S. checking accounts;
the manager of our prior South American operations had sole check signing
authority for those operations; and that we do not have an audit committee.
We believe that with our current limited operations, our President's sole
check signing authority is not material because the check register is
reconciled by another related party (his daughter) and the monthly accounting
and preparation of financial statements is performed by an outside independent
accountant.  Concerning our South American operations that have now ceased,
the funds upon which such manager could write checks were limited to the
anticipated expenses of those operations and advances that were made for those
purposes.  We are not required to have an audit committee, and with no current
operations, that is not deemed to be material.

     With this in mind, and as of the end of the period covered by this
Quarterly Report, we carried out an evaluation, under the supervision and with
the participation of our President and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic Securities and
Exchange Commission reports.  It should be noted that the design of any system
of controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless
of how remote.  In addition, we reviewed our internal controls over financial
reporting, and there have been no changes in our internal controls or in other
factors in the last fiscal quarter that has materially affected or is
reasonably likely to materially affect our internal control over financial
reporting.

                        PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     None; not applicable.

Item 2.   Changes in Securities.

     None; not applicable.

Item 3.   Defaults Upon Senior Securities.

     None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.

     None; not applicable.

Item 5.   Other Information.

     None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.

     (a) Exhibits.

         31  - 302 Certification of Scott L. Smith

         32   - 906 Certification

     (b) Reports on Form 8-K.

         None.

<PAGE>

                                SIGNATURES

          In accordance with the requirements of the Exchange Act, the
Registrant has caused this Quarterly Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                         GOLD STANDARD, INC.


Date: 10/10/05                           By:  /s/Scott L. Smith
      ---------                              ------------------------
                                            Scott L. Smith
                                            President and Chief Financial
                                            Officer and Director

Date: 10-11-05                                /s/Bret C. Decker
      ---------                              ------------------------
                                            Bret C. Decker, Secretary