CUSIP No. 853442 10 1
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SCHEDULE 13D
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Page 2
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1. NAMES OF REPORTING PERSONS
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Midwest Investment Partners LLC (“Midwest”)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o
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(b) o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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OO – 8,500,000 shares were obtained as the result of a settlement agreement
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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PURSUANT TO ITEM 2(d) or 2(e) o
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
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Indiana
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7.
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SOLE VOTING POWER
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NUMBER OF
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17,800,000
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING POWER
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OWNED BY
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0
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EACH
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REPORTING
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9.
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SOLE DISPOSITIVE POWER
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PERSON
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8,800,000
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,800,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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41.9%
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14. TYPE OF REPORTING PERSON
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OO – Limited Liability Company
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CUSIP No. 853442 10 1
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SCHEDULE 13D
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Page 3
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1. NAMES OF REPORTING PERSONS
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Blair C. Mielke
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
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(a) o
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(b) o
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
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OO - 8,500,000 shares were obtained as the result of a settlement agreement
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
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PURSUANT TO ITEM 2(d) or 2(e) o
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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7.
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SOLE VOTING POWER
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NUMBER OF
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17,800,000
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SHARES
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BENEFICIALLY
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8.
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SHARED VOTING POWER
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OWNED BY
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0
|
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EACH
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REPORTING
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9.
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SOLE DISPOSITIVE POWER
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PERSON
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8,800,000
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WITH
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10.
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SHARED DISPOSITIVE POWER
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0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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17,800,000
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||
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
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41.9%
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14. TYPE OF REPORTING PERSON
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IN
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CUSIP No. 853442 10 1
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SCHEDULE 13D
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Page 4
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CUSIP No. 853442 10 1
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SCHEDULE 13D
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Page 5
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(a) and (b)
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Midwest Investment Partners LLC beneficially owns 17,800,000 which includes 150,000 shares of common stock upon conversion of convertible promissory notes and 150,000 shares issuable upon exercise of Warrants. This amount also includes a voting proxy obtained on August 31, 2011 by Midwest with respect to 9,000,000 shares. Mr. Mielke, as Managing Member of Midwest, has voting power with respect to 17,800,000 shares and dispositive power with respect to 8,800,000 shares.
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(c) TRANSACTIONS WITHIN THE LAST 60 DAYS
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(d)
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Not applicable.
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(e)
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Not applicable.
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ITEM 6.
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CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO SECURITIES OF THE ISSUER
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CUSIP No. 853442 10 1
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SCHEDULE 13D
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Page 6
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ITEM 7.
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EXHIBITS.
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10.1
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Agreement, dated June 25, 2011, by and between Leslie Lucas LLC, Shea Mining & Milling, LLC, and Midwest.
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10.2
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Transfer of Voting Rights, dated August 31, 2011
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10.3
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Exchange Agreement, dated March 15, 2011 by and between Standard Gold, Inc., Shea Mining & Milling, LLC, Afignis, LLC, Leslie Lucas Parners, LLC, Wits Basin Precious Minerals Inc. and Alfred A. Rapetti (incorporated by reference to Exhibit 10.13 to Standard Gold’s 10-K filed on March 21, 2011)
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CUSIP No. 853442 10 1
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SCHEDULE 13D
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Page 7
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Midwest Investment Partners LLC
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Dated: September 9, 2011
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/s/ Blair Mielke
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Blair Mielke, Managing Partner
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LESLIE LUCAS PARTNERS, LLC
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SHEA MINING & MILLING, LLC
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By:
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/s/ Chris Boll
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By:
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/s/ Chris Boll
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HARVEST HOLDING COMPANY, LLC
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MIDWEST INVESTMENT PARTNERS, LLC
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By:
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/s/ Blair Mielke
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By:
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/s/ Frederick Shultz
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