Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer”filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

As of June 30, 2010, the Registrant’s non-affiliates owned shares of its common stock having an aggregate market value of approximately $1,171,100 (based upon the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and askedclosing sales price of suchthe Registrant’s common equity, as ofstock on that date on the last business day of the registrant’s most recently completed second fiscal quarter.OTCBB).

Documents Incorporated By Reference.by Reference: None.

Standard Gold, Inc. (with its subsidiaries “we,” “us,” and “our,” refer to Princeton Acquisitions, Inc.“Standard Gold” or the “Company”) is a minerals exploration and development company based in Minneapolis, Minnesota.  As of December 31, 2010, we own, through our wholly owned subsidiary Hunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”), unlessa prior producing gold mine in Colorado called the context indicates otherwise.Bates-Hunter Mine. The following is a summary of the Bates-Hunter Mine project.

Cautionary Statements UnderOn June 12, 2008, Hunter Bates completed the Private Securities Litigation Reform Act of 1995

Standard Gold (formerly known as Princeton Acquisitions, Inc. undertakes no obligation to update publicly or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

 

Accordingly, the Share Exchange represented a change in control and Hunter Bates became a wholly owned subsidiary of OpportunitiesStandard Gold. For accounting purposes, the Share Exchange has been accounted for as a reverse acquisition with Hunter Bates as the accounting acquirer (legal acquiree) and Standard Gold as the accounting acquiree (legal acquirer). Upon completion of the Share Exchange, Wits Basin (which held a majority of the interest of Hunter Bates before the Share Exchange), held approximately 95% of our issued and outstanding capital stock at September 29, 2009.

The analysisBates-Hunter Mine is located about 35 miles west of new business opportunitiesDenver, Colorado and is located within the city limits of Central City. The Central City mining district lies on the east slope of the Front Range where elevations range from 8,000 feet in the east to 9,750 feet in the west. Local topography consists of gently rolling hills with local relief of as much as 1,000 feet.

No further exploration activities will be undertaken by or underconducted at the supervision of our executive officer and other related parties, who are not professional business analysts and have had little previous training in business analysis. InasmuchBates-Hunter Mine until such time as we have limitedsufficient funds available to us in our search for business opportunities and ventures, we will not be ablecomplete a detailed analysis of the projects potential. We have taken measures to expend significant funds on a complete and exhaustive investigation of such business or opportunity. We will, however, investigate, tosecure the extent believed reasonable by our management, such potential business opportunities or ventures.

On March 15, 2011, we acquired assets from Shea Mining which will allow us may meet personallyto enter the precious-metal toll milling business. Toll milling is a process whereby ore is crushed and ground into fine particles to ease the extraction of any precious minerals contained therein, such as gold, silver, lead, zinc and copper, and rare earth metals.

Pursuant to an Exchange Agreement, dated March 15, 2011, by and between us, Shea Mining, Afignis, LLC, Leslie Lucas Partners, LLC, Wits Basin and Alfred A. Rapetti (the “Exchange Agreement”), we acquired a lease (with a right to purchase), formerly held by Shea Mining, to operate an assay lab and toll milling facility, with managementpermits and key personnelwater rights, located in Amargosa Valley, Nevada.  In connection with the assignment of the lease for the Amargosa facility, we extended the term of the lease until March 31, 2014. We pay a monthly base rent of $17,500 for this facility, increasing to $20,000 per month in April 2012, and $22,250 in April 2013.  We have an option to purchase the facility for $6,000,000 at any time between April 1, 2012 and March 31, 2013.  We also acquired the rights to four toll-milling contracts for mines and mineral projects located in Nevada, California and Colorado, along with the rights to certain mine dumps in Manhattan, Nevada. Due to this facility’s proximity to mines within economical trucking distances that do not have their own facilities to process ore, we believe that this facility, and the related tolling contracts, will produce profitable revenue for us in the second half of 2011.  We are in the early stages of determining the cost of starting operations at the Amargosa facility, but an initial estimate is that we will need to expend approximately $250,000 before operations can begin.  We anticipate starting operations late in the second quarter of 2011.

Pursuant to an Assignment and Assumption of Loan Documents and Loan Modification Agreement, dated as of March 15, 2011, by and between us, Shea Mining and NJB Mining, Inc. (the “Loan Modification Agreement”), we acquired from Shea Mining certain assets located in Tonopah, Nevada, consisting of land, mine tailings, and a milling facility. The land encompasses 1,174 deeded acres, which may be the largest private land holding in Esmeralda County, Nevada. Approximately 334 acres of this land contains 2.2 million tons of tailings, which we believe is the largest single deposit of historic mine tailings in the state of Nevada, known as the Millers Tailings, from the historic gold rush of Goldfield and Tonopah, Nevada. Based on results from 40 drill holes, the Millers Tailings show a preliminary grade of approximately 0.009 ounces per ton gold and 1.22 ounces per ton silver. We plan to execute a complete characterization of the tailings. The milling facility, known as Millers Mill, is an existing milling facility built in 1981 by Lurgi Engineering, a German firm, sponsoringwhich had the business opportunity, visitcapacity to process up to 2,000 tons of tailings per day. Millers Mill successfully processed gold and inspect plants and facilities, obtain independent analysis or verificationsilver from the tailings on the property until 1984, when the falling price of certain information provided, check referencesmetals caused the suspension of management and key personnel, and conduct other reasonable measures,operations at this facility. The property comes with 387 acre-feet per year of water rights.  After preliminary investigations of Millers Mill, we estimate that we will need to expend approximately $3,000,000 to make Millers Mill operational.  We cannot predict a timetable for when such operations will begin, but we hope to have Millers Mill operational within the next year.

Pursuant to the extentExchange Agreement, we issued a total of 35 million shares of our limited financial resourcescommon stock to the equity holders of Shea Mining in exchange for the Shea Mining assets, resulting in those holders owning an ownership interest of approximately 87% of our currently outstanding common stock, and management and technical expertise.

We acquired the Miller’s Mill property subject to a $2.5 million existing first deed of 1954, as amended, may depend upontrust which was in default at the issuancetime of acquisition. As part of the transaction, the holder of the deed of trust, NJB Mining, modified the related note to allow us a sixty-day period, starting on March 15, 2011, to refinance this mortgage.

Simultaneous with these transactions, pursuant to the shareholdersExchange Agreement, Wits Basin exchanged 19,713,544 shares of our common stock it held for 10 million shares of our newly created non-voting 5% preferred stock, referred to as the “Series A Preferred Stock.” The Series A Preferred Stock has a liquidation preference of $10 million, payable only upon certain liquidity events or upon achievement of a market value of our equity equaling $200 million or more. Additional details regarding the Series A Preferred Stock can be found in our Second Amended and Restated Articles of Incorporation, which were filed with the Colorado Secretary of State on March 15, 2011, and are attached hereto as Exhibit 3.1.  Wits Basin retained 1,800,000 shares of our common stock, which shares are subject to a voting proxy, effective until March 15, 2012, held by our Chief Executive Officer, Alfred A. Rapetti.  Additionally, we obtained the right to transfer our entire interest and related debt of the acquired companyBates-Hunter Mine, at any time prior to June 13, 2011, to Wits Basin in exchange for the cancellation of at least 80%a promissory note issued by Hunter Bates payable in favor of Wits Basin in the approximate amount of $2.5 million. Effective as of the common stockclosing of the combined entities immediately followingShea Mining transaction, Stephen King and Donald Stoica stepped down from our Board of Directors, and Alfred A. Rapetti assumed the reorganization. If a transaction were structured to take advantageadditional role of these provisions rather than other "tax free" provisions provided under the Internal Revenue Code, all prior shareholders may, in such circumstances, retain 20% or lessChairman of the total issuedBoard.

We plan to commence toll milling at the Amargosa lab and outstanding common stock. If suchtoll-milling facility late in the second quarter of 2011. Plans are to gradually increase capacity at Amargosa and seek additional small mine toll-milling sources. Amargosa has a transaction were availableWater Pollution Control Permit for processing of up to us, it18,500 tons of ore per year. We plan to initially process 50 –70 tons of ore per day; with expansion and the appropriate permits, we believe that processing capacity could be increased to 600 tons of ore per day.

The exploration for and development of mineral deposits involves significant capital requirements. While the discovery of an ore body may be necessary to obtain shareholder approval to effectuate a reverse stock split or to authorize additional shares of common stock prior to completing such acquisition. This could result in substantial additional dilution to the equity of those who were our shareholders prior to such reorganization. Further, extreme caution should be exercised by any investor relying upon any tax benefits in lightrewards, few properties are ultimately developed into producing mines.  Some of the proposed new tax laws. It is possible that no tax benefitsfactors involved in determining whether a mineral exploration project will exist at all. Prospective investors should consult their own legal, financial and other business advisors.be successful include, without limitation:

All of which leads to a speculative endeavor of very high risk. Even with the formation of new theories and shareholders will in all likelihood not have controlnew methods of a majority of our voting shares following a reorganization transaction. In fact, it is probable thatanalysis, unless the shareholdersminerals are simply lying exposed on the surface of the acquired entity will gain control of us. The terms of sale of the shares presently held by our management may not be afforded to our other shareholders. As part of any transaction, our director may resign and new directors may be appointed without any vote by the shareholders.

Investors often value companies based on the following cautionary statements in conjunction with the factors discussed elsewhere in this and other of our filings with the Securities and Exchange Commission (SEC) and in materials incorporated by reference in these filings.  These cautionary statements are intended to highlight certain factors that may affect our financial conditionstock prices and results of operations of other comparable companies. Currently, we do not believe another public gold exploration company exists that is directly comparable to our size and scale. Prospective investors, therefore, have limited historical information about the property held by us upon which to base an evaluation of our performance and prospects and an investment in our common stock. As such, investors may find it difficult to accurately value our common stock.

In connection with the Shea Transaction, we converted 19,713,544 shares of our common stock held by Wits Basin into 10 million shares of our newly created Series A Preferred Stock. The Series A Preferred Stock has a liquidation preference of $10 million, payable only upon certain liquidity events or upon achievement of a market value of our equity equaling $200 million or more. Although there are not meantrequirements that must be met before the liquidation preference is payable to be an exhaustive discussionholders of risks that apply to companies like ours.  Like other companies,the Series A Preferred Stock, if we are susceptible to macroeconomic downturnssuccessful in the United States or abroad that may affect the general economic climateoperation of our business and our performance.market value increases, or if we consummate a change of control transaction that requires payment of the $10 million liquidation preference (plus accrued interest), there may be significantly less funds remaining after the payment of the liquidation preference for holders of our common stock.

We have very limited operating historyfunds, and such funds are not adequate to develop our current business plan, or even to satisfy our existing working capital requirements. As of March 17, 2011, we had only approximately $97,000 of cash and cash equivalents and with an expected cash expenditure of approximately $3,800,000 in debt that will become due during 2011 (assuming some or all of such debt is not converted into equity prior to such date) we will be required to raise additional funds to effectuate our current business plan for exploration of the Bates-Hunter Mine and to satisfy our working capital requirements. Without significant additional capital, we will be unable to fund exploration of our current property interests or acquire interests in other mineral exploration projects that may become available.  We continue to seek additional opportunities relating to our mining operations, and our ability to seek out such opportunities, perform due diligence, and, if successful, acquire such properties or opportunities requires additional capital. With respect to our proposed toll milling operations, the costs and ability to successfully operate have not been fully verified because none of our proposed tolling operations have been run recently and we may incur unexpected costs or delays in connection with starting operations. The cost of designing and building our operations and of finding new toll-milling sources can be extensive and will require us to obtain additional financing, and there is no revenuesassurance that we will have the resources necessary or earnings from operations. There are no significant assetsthe financing available to attain operations or financial resources. Weto acquire the new toll-milling sources necessary for our long-term business.  Our ultimate success will in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result independ on our incurring a net operating loss which will increase continuously until we can consummate a business combination with a target company.ability to raise additional capital. There is no assurance that wefunds will be available from any source, or if available, that they can identifybe obtained on terms acceptable to us.

We continue to seek additional opportunities relating to our mining operations, and our ability to seek out such a target companyopportunities, perform due diligence, and, consummateif successful, acquire such a business combination.

We are a development- and exploration-stage company, and have yet to commence active operations. As of December 31, 2010, we have incurred an aggregate net loss of $10,591,071 since our proposed operations.

The financial statements for each of these periods were prepared assuming that we would continue as a going concern. We have had net losses for each of the years ended December 31, 2010 and 2009, and we have an accumulated deficit as of December 31, 2010. In the eventview of our independent auditors, these conditions raise substantial doubt about our ability to continue as a going concern. Furthermore, since we do not expect to generate any significant revenues from operations for the foreseeable future, our ability to continue as a going concern depends, in large part, on our ability to raise additional capital through equity or debt financing transactions. If we are unable to raise additional capital, we may be forced to discontinue our business.

Currently, the Bates-Hunter Mine acquisition agreement requires payments in Canadian Dollars and it is possible that we completecould enter into other agreements requiring different world currency payments. Fluctuations in exchange rates between the U.S. Dollar and other currencies, could have a significant affect on the actual amount of payments and potentially may be in excess of the amounts we have budgeted for. We do not enter into hedging schemes to offset potential currency fluctuations.

We are an exploration stage company and only own the past producing gold project of the Bates-Hunter Mine in Colorado, which we have financed through a limited recourse promissory note (as of December 31, 2010, the outstanding principal balance is Cdn$6,500,000 or approximately $6,519,500 US). Currently, we are only performing maintenance activities at this property and we do not anticipate having any revenues from this property for the foreseeable future. Furthermore, this property may never produce any significant mineral deposits.  Although we recently acquired assets pursuant to the Shea Transaction for the operation of a toll mining business, combination, of whichwe have yet to utilize those assets and there can be no assurance, the success of our operations will be dependent upon the management of the target company and numerous other factors beyond our control.

Prior to the completion of the Share Exchange, Hunter Bates was a direct subsidiary of Wits Basin and evaluatingas such entered into guarantees for debt obligations of Wits Basin under certain of their loan agreements with third-party lenders. Hunter Bates also entered into security agreements with certain of these lenders and its assets have been pledged to secure certain of these obligations of Wits Basin. In the event Wits Basin is unable to satisfy its obligations under these third-party loan arrangements, we may be required by such third-party lenders to satisfy Wits Basin’s obligations, and such lenders may be able to foreclose on our assets. Additionally, certain of Wits Basin’s lenders hold a pledge of a significant number of Standard Gold shares held by Wits Basin, and it is possible a majority interest of our equity could be seized by a third-party.  If any other suitable business opportunities or in concluding a business combination. In evaluating any other businesses,of these events occur, it could be harmful to our business. See Item 13 — Certain Relationships, Related Transactions and Director Independence for more information.

If our management team is unable to execute on our business strategies, then our development would be materially and adversely affected. In addition, we may encounter difficulties in effectively managing the budgeting, forecasting and other process control issues presented by any future growth. In acquiring the toll milling assets in the Shea Transaction, we have entered into a new line of business in which our management team has little experience.  We may seek to augment or replace members of our management team or we may lose key members of our management team, and we may not identified any particular industrybe able to attract new management talent with sufficient skill and experience.

We may be required to establish strategic relationships with third parties in the mining and toll milling industries. Our ability to establish strategic relationships will depend on a number of factors, many of which are outside our control, such as the suitability of property relative to our competitors, or specific business within an industry for evaluation by us. There isthe quality grade of precious minerals found in our tailings. We can provide no assurance that we will be able to negotiate a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth orestablish other criteria which we would require a target company to have achieved, or without which we would not consider a business combination with such business entity. Accordingly, we may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics.strategic relationships in the future.

Although we will behave contracts with owners of potentially valuable minerals, we cannot make any estimates regarding probable reserves in connection with any of these sources of minerals, and any estimates relating to possible reserves are subject to regulation undersignificant risks. We have initial indications of grade from these toll-milling sources, but have not fully investigated any of them. Therefore, no assurance can be given of the Exchange Act, management believessize of reserves or grades of reserves at the toll-milling sources that are planned to supply our toll milling operations. The tonnage and grade of the tailings that we willpropose to process have not been fully verified. We have done initial internal metallurgical testing on some of these toll-milling source materials, but have not done comprehensive metallurgical testing on any of them.  Therefore, we cannot be subject to regulation undercertain of the Investment Company Actlevel of 1940, as amended (the “Investment Company Act”), sincerecovery of valuable metals we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which resultcan attain in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the Securities and Exchange Commission as to our status under the Investment Company Act and, consequently, any violation of such Act could subject us to material adverse consequences.toll milling operations.

There is a limited supply of desirable mineral properties available for claim staking, lease or other acquisition in the areas where we contemplate participating in exploration activities. We havecompete with numerous other companies and individuals, including competitors with greater financial, technical and other resources than we possess, in the search for and the acquisition of attractive mineral properties. Our ability to acquire properties in the future will depend not paid dividendsonly on our common stockability to datedevelop our present property, but also on our ability to select and we doacquire suitable producing properties or prospects for future mineral exploration. We may not presently intendbe able to pay dividends priorcompete successfully with our competitors in acquiring such properties or prospects.

The exploration for and development of mineral deposits involves significant financial risks, which even experience and knowledge may not eliminate, regardless of the amount of careful evaluation applied to the consummationprocess. Very few properties are ultimately developed into producing mines. Whether a gold mineral deposit will become commercially viable depends on a number of a business combination.   factors, including:

The paymentoutcome of dividends after a business combination, if any of these factors may prevent us from receiving an adequate return on invested capital.

All phases of our operations are subject to current environmental protection regulation. There is no assurance that future changes in environmental regulation, such as greenhouse gas emissions, carbon footprint and the like, will not adversely affect our project. We will be contingent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition subsequentsubject to consummation of a business combination.  The payment of any dividends subsequentenvironmental protection regulations with respect to consummation of a business combination will be within the discretion of our then Board of Directors.  It is the present intention of the Board of Directors to retain all earnings, if any, for useproperty in our business operations and, accordingly, the Board does not anticipate paying any cash dividends in the foreseeable future.

Our toll milling operations will rely largely on mineral material produced by others, but we have no control over their operations. Delivery of ore to minimizeour processing facilities is also subject to the federalrisks of transportation, including trucking operations run by others, regulations and state tax consequences to both uspermits, fuel cost, weather, and road conditions. Toll milling requires that the mineral producer and the target company; however, theremineral processor agree on the grade of the incoming mineral, which can be no assurance that such business combination will meeta source of conflict between parties.  Any disagreements with mineral producers, or problems with the statutory requirementsdelivery of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganizationore, could result in additional costs, disruptions and other problems in the impositionoperation of both federal and state taxes which may have an adverse effect on both parties to the transaction.our business.

The U.S. Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (CERCLA) imposes strict joint and several liability on parties associated with releases or threats of releases of hazardous substances. The groups who could be found liable include, among others, the current crisis in global creditowners and financial marketsoperators of facilities which release hazardous substances into the environment and past owners and operators of properties who owned such properties at the time the disposal of the hazardous substances occurred. This liability could materiallyinclude the cost of removal or remediation of the release and adversely affect our business.

The continued credit crisis and severity of the current disruptionsrelated instability in the creditglobal financial system has had, and financial markets and adverse global economic conditions and if the current uncertain economic conditionsmay continue or further deteriorateto have, an impact on our business and results of operationsour financial condition. We may face significant challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could be materiallyhave an impact on our flexibility to react to changing economic and adversely affected.business conditions. The credit crisis could have an impact on any potential lenders or on our customers, causing them to fail to meet their obligations to us.

We currently have no properties andshare office space with Wits Basin at this time have no agreements to acquire any properties.  Since November 2007, we utilize the offices of a major shareholder of ours, located at 2560 W. Main900 IDS Center, 80 South 8th Street, Suite 200, Littleton, Colorado 80120.  We pay $1,500 per month for reimbursement of out-of-pocket expenses such as telephone, postage, supplies and administrative support to a company controlled by a major shareholder of ours.  We have paid $18,000 for these expenses for the year ended June 30, 2009.Minneapolis, Minnesota 55402-8773.

Our common stock is quoted on the OTC Bulletin BoardOTCBB under the Symbol PRAQ.   There is only a limited trading market forsymbol “SDGR.” Prior to January 11, 2010, our common stock andwas quoted under the symbol “PRAQ.” As of March 17, 2011, the last closing sale price of our stockholders may find it difficult to sell their shares. Ascommon stock as reported by the OTC BB, our stock has had a high of $1.10 and a low of $0.15OTCBB was $0.80 per share. The following table sets forth for the fiscal year ended June 30, 2009.periods indicating the range of high and low closing sale prices of our common stock:

As of SeptemberMarch 17, 2009, we had2011, there were approximately 130 record holders of record of our common stock.stock, excluding shareholders holding securities in “street name.” Based on securities position listings, we believe that there are approximately 40 beneficial holders of our common stock in “street name.”

We have notnever paid nor declared, anycash dividends sinceon our inceptioncommon stock and do not intend to declare any such dividendshave no present intention of doing so in the foreseeable future. Our management anticipates thatRather, we intend to retain all future earnings to provide for the growth of our Company. Payment of cash dividends in the future, if any, will be retaineddepend, among other things, upon our future earnings, requirements for capital improvements and financial condition.

In addition to fund our working capital needsthe sales of unregistered securities that we reported in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K during fiscal year ended 2010, we made the expansionfollowing sales of unregistered securities during the quarter ended December 31, 2010:

In October 2010: (i) we issued 100,000 shares of our business.  The payingunregistered common stock to Donald Stoica in consideration of any dividends is inhis serving on the discretionboard of directors, and (ii) two warrant holders exercised certain warrants and received 1,476,923 shares of our Boardcommon stock by surrendering 1,500,000 of Directors.their available warrants to pay for the exercise, via the cashless exercise provision.

YouThe following discussion should be read in conjunction with the Financial Statements of the Company and notes thereto included elsewhere in this Annual Report.  See “—Financial Statements.”

Readers are cautioned that the following discussion contains certain forward-looking statements and analysisshould be read in conjunction with our financial statements, including the notes thereto contained in“Special Note Regarding Forward-Looking Statements” appearing at the beginning of this report. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of a variety of certain factors, including those set forth under “Risk Factors” and elsewhere in this report.Annual Report.

On MarchSeptember 11, 2008,2009, we entered into a Revolving Credit Agreementshare exchange agreement with majorHunter Bates Mining Corporation, a Minnesota corporation (“Hunter Bates”) and certain of its shareholders, in which its shareholders would exchange all of ourstheir capital securities into similar capital securities of ours. Hunter Bates was formed as a wholly owned subsidiary of Wits Basin Precious Minerals Inc. (a Minnesota corporation and public reporting company quoted on the Over-the-Counter Bulletin Board under the symbol “WITM”) (“Wits Basin”) to borrow upacquire the prior producing gold mine properties located in Central City, Colorado, known as the “Bates-Hunter Mine.” We consummated the share exchange with all of the Hunter Bates shareholders on September 29, 2009 (the “Share Exchange”).

Hunter Bates is an exploration and development stage Minnesota corporation formed in April 2008.  It was formed as a wholly owned subsidiary of Wits Basin to $250,000, evidenced by an unsecured Revolving Loan Note.  All amounts borrowedacquire the Bates-Hunter Mine property pursuant to an Asset Purchase Agreement dated September 20, 2006. On June 12, 2008, Hunter Bates completed the Revolving Credit Agreement accrue interest at 7% per annumacquisition of the Bates-Hunter Mine, which included real property, mining claims, permits and equipment. The purchase was financed through a limited recourse promissory note of Hunter Bates payable to Mr. George Otten (on behalf of all of the Sellers) in the principal amount of Cdn$6,750,000 and accrued but unpaid interest is payable in full on demand. On October 15, 2008, the Company re-paid $30,600 plus accrued interestWits Basin issued 3,620,000 shares of $1,404. As of June 30, 2009, $19,500 was borrowed under this agreement with $888 of interest accrued.its common stock.

When Wits Basin acquired the rights to purchase the Bates-Hunter Mine in January 2005, it also acquired exploration rights of the Bates-Hunter Mine properties. Wits Basin utilized Gregory Gold as an oversight management company for the exploration activities conducted at the Bates-Hunter Mine since that time. On September 3, 2009, prior to the Share Exchange, Wits Basin contributed all of its equity interest in Gregory Gold to Hunter Bates, thereby making Gregory Gold a wholly owned subsidiary of Hunter Bates. Gregory Gold holds minimal assets related to operating the water treatment plant and expenses associated with maintaining compliance witharea maintenance used in the SEC.  Additionally, itexploration activities of the Bates-Hunter Mine.

The Bates-Hunter Mine property, which was a prior producing gold mine when operations ceased during the 1930’s, consists of land, buildings, equipment, mining claims and permits.  The Bates-Hunter Mine is likely we will incur expenses associated with our searchlocated about 35 miles west of Denver, Colorado and reviewis located within the city limits of possible acquisitions. If an acquisition or other significant corporate transaction is contemplated, then other fees and expenses could be incurred.Central City.

While future operating activities are expected to be fundedOn September 7, 2010, we entered into an option agreement with US American Exploration Inc., which specifies terms and conditions by the Revolving Credit Agreement our request for funds under the Revolving Credit Agreement are not guaranteed andwhich we may acquire an interest in the eventRex Gold Mine project (“Rex”) located in La Paz County, Arizona. In order for us to acquire an irrevocable ten percent (10%) joint venture interest, we paid an initial $100,000 non-refundable fee and must provide an additional $1,900,000 for expenditures that such future operating activitiesmust begin within five months and be completed within 23 months. To date, we have only provided an additional $20,000 towards exploration and are not funded pursuant to the Revolving Credit Agreement, additional sources of funding would be required to continue operations.  There is no assurance that we could raise working capital or if any capital would be available at all.in negotiations with US American.

We previously hired two Canadian drilling companies who completed approximately 12,000 feet of surface drilling, which provided detailed data, which has been added to the existing 3-D map of the region. With the surface drilling program completed in August 2008, no further exploration activities will be conducted at the Bates-Hunter Mine until such time as we have no off-balance sheet items assufficient funds to complete a detailed analysis of June 30,the projects potential; only property and safekeeping processes are being maintained.

Interest expense for 2010 was $652,696 compared to 2009, which was $504,067.  The 2010 amount relates to the interest due on our notes payable: (i) the Cdn$6,750,000 limited recourse promissory note for the Bates-Hunter Mine, which was interest-free until January 1, 2010, and from such date accrues interest at a “smaller reporting company”rate of 6% per annum, (ii) in April 2009, we entered into a 12% Convertible Debenture with Cabo Drilling (America) Inc., in the principal amount of $511,590, (iii) in August 2009, Hunter Bates issued a note payable in favor of Wits Basin (at which time held 100% of the equity interest in Hunter Bates) in the principal amount of $2,500,000 in consideration of various start-up and developments costs and expenses incurred by Wits Basin on its behalf while Hunter Bates and Gregory Gold were consolidated, wholly owned subsidiaries of Wits Basin, and (iv) eight short-term notes payable we entered into during 2010, for an aggregate of $211,000 in funds. The 2009 amount was the amortization of imputed interest discount on the Otten Note. We anticipate that interest expense will continue at this level for 2011.

With the consummation of the Bates-Hunter Mine acquisition in June 2008, we are recording direct non-cash foreign currency exchange gains and losses due to our dealings with the limited recourse promissory note, which is payable in Canadian Dollars. We recorded a loss of $329,732 for 2010 and a loss of $916,170 for 2009 due to fluctuations in the exchange rate between the US Dollar and the Canadian Dollar. We will continue to record gains or losses related to foreign currency exchange rate fluctuations as defined by Item 10long as the Otten Note is outstanding.

Liquidity is a measure of Regulation S-K,an entity’s ability to secure enough cash to meet its contractual and operating needs as they arise. We have funded our operations and satisfied our capital requirements through private placements of our equities and advances from Wits Basin. We do not anticipate generating sufficient net positive cash flows from our operations to fund the next twelve months. We had a working capital deficit of $3,246,020 at December 31, 2010. Cash and cash equivalents were $154 at December 31, 2010, representing a decrease of $450,733 from the cash and cash equivalents of $450,887 at December 31, 2009.

Subsequent to December 31, 2010, we entered into the Shea Transaction. Therefore, our basic operational expenses will continue to increase during 2011. In anticipation of entering into the Shea Transaction, we raised approximately $1,000,000 pursuant to private sales of short-term convertible debt. If we are not requiredable to provide this information.raise additional working capital, whether from affiliated entities or third parties, we may have to cease operations altogether.

The Financial Statements of the Company, the accompanying notes and Supplementary Datathe report of independent registered public accounting firm are included as part of this Annual Report on Form 10-K beginning on page F-1, which follows the signature page.

On May 11,Effective October 15, 2009, following the date of the reverse merger transaction between Princeton Acquisitions, Inc. and Hunter Bates, the Company dismissed Ronald R. Chadwick, PC (the “Former Auditor”)Cordovano and Honeck LLP as the Company’sits independent registered public accounting firm. On that same date,The Company's Board of Directors participated in and approved the Company engaged Cordovano and Honeck, LLP (“the New Auditor”), asdecision to change its new independent registered public accounting firm for its fiscal year ending June 30, 2009. The Company’s decision to engage the New Auditor was approved by its Board of Directors.firm.

The report of Cordovano and Honeck on the Company's financial statements for the past fiscal year (i.e., the financial statements prepared by the Former Auditorof Princeton Acquisitions, Inc. for the fiscal yearsyear ended June 30, 2007 and June 30, 2008,2009) did not containinclude an adverse opinion or a disclaimer of opinion norand was itnot qualified or modified as to uncertainty, audit scope or accounting principals.  However,principles, except as to Cordovano and Honeck’s independent auditor’s report dated September 10, 2009, furnished in connection with Princeton Acquisition’s annual report on Form 10-K for the report includedperiod ended June 30, 2009, which contained an opinion raising substantial doubt about Princeton Acquisition’s ability to continue as a going concern qualification.  We did not have anyconcern.

In connection with its audit for the most recent fiscal year and through September 10, 2009, there were no disagreements with the Former AuditorCordovano and Honeck on any matter of accounting principalsprinciples or practices, financial statement disclosure or auditing scope or procedure.procedure, which disagreements, if not resolved to the satisfaction of Cordovano and Honeck, would have caused it to make reference to the matter thereof in connection with its report.

NeitherDuring the Company’s two most recent fiscal years and any subsequent interim period prior to October 15, 2009, neither the Company nor anyone acting on ourits behalf consulted the New Auditor, on any matter relating towith MTK regarding either (a) the application of accounting principles to a specifiedspecific completed or contemplated transaction, or the type of audit opinion that might be rendered on ourthe Company’s financial statements.statements, and neither a written report or oral advice was provided to the Company that MTK concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or event identified in response to Item 304(a)(1)(iv)or 304(a)(1)(v) of Regulation S-K and the related instructions to Item 304 of Regulation S-K.

PursuantWe maintain disclosure controls and procedures designed to Rule 13a-15(b) underprovide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, (“Exchangeas amended (the “Exchange Act”), we carried out an evaluation, underis recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

Under the supervision of, and with the participation of, our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer, (“CFO”), of the effectivenesswe have conducted an evaluation of our disclosure controls and procedures (as defined under Rulein Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act)Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effectiveAnnual Report on Form 10-K to ensure that information required to be disclosed by us in the reports that the we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of our disclosure controls and procedures were not effective as of December 31, 2010, because of the identification of the material weaknesses in internal control over financial reporting described below. Notwithstanding the material weaknesses that existed as of December 31, 2010, our Chief Executive Officer and Chief Financial Officer have each concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of the Company and its subsidiaries in conformity with accounting principles generally accepted in the United States of America (“GAAP”). We are currently taking steps to remediate such material weaknesses as described below.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting as defined in Rules 13a-15(c)is a set of processes designed by, or under the supervision of, a company’s principal executive and (d) of the Exchange Act.  Our internal controls are designedprincipal financial officers, to provide reasonable assurance thatregarding the reportedreliability of financial information is presented fairly, financial disclosures are adequatereporting and that the judgments inherent in the preparation of financial statements are reasonable andfor external purposes in accordance with generally accepted accounting principles of the United States of America (GAAP). GAAP and includes those policies and procedures that:

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Therefore, even those systems determined to effectiveIt should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance with respectthat the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the financial statement preparation and presentation. Further,risk that controls may become inadequate because of changes in conditions, effectivenessor that the degree of internal control over financial reportingcompliance with the policies or procedures may vary over time. Managementdeteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted its evaluationan assessment of the effectiveness of our internal controlscontrol over financial reporting based on the framework set forthcriteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this evaluation, weCommission (COSO), as of December 31, 2009.

As a result of our continued material weaknesses described below, management has concluded that, as of December 31, 2010, our internal control over financial reporting was not effective as of June 30, 2009.based on the criteria in “Internal Control-Integrated Framework” issued by COSO.

A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of annual report doesor interim financial statements will not include an attestation reportbe prevented or detected. In connection with the assessment, management identified the following control deficiencies, which were previously identified, that still represent material weaknesses at December 31, 2010:

We are in the process of establishing certain steps in response to the company’s registered public accounting firm regardingidentification of these material weaknesses that should result in certain changes in our internal control over financial reporting.  Management’s report wasreporting, but due to the Company’s limited funds and inability to add certain staff personnel, the changes may be limited and may also not subject to attestation bybe completely effective. There were no additional material weaknesses noted during the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.quarter ended December 31, 2010.

There have beenDuring the fiscal quarter ended December 31, 2010, there was no changeschange in our internal control over financial reporting during(as defined in Rule 13a-15(f) under the latest fiscal quarterExchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

Pursuant to the requirements ofIn accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has dulyCompany caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 17, 2009.authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant andCompany, in the capacities on theand dates indicated.

Princeton Acquisitions,Standard Gold, Inc.:

We have audited the accompanying consolidated balance sheetsheets of Princeton Acquisitions,Standard Gold, Inc. (a developmentand subsidiaries (an exploration stage company) as of June 30,December 31, 2010 and 2009, and the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for the yearyears ended June 30, 2009.  TheseDecember 31, 2010 and 2009, and the period from September 28, 2004 (inception of exploration stage) to December 31, 2010. Standard Gold, Inc.’s management is responsible for these financial statements are the responsibility of the Company’s management.statements. Our responsibility is to express an opinion on these financial statements based on our audit.audits.

We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit providesaudits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Princeton Acquisitions,Standard Gold, Inc. as of June 30,December 31, 2010 and 2009, and the results of its operations and its cash flows for the yearyears ended June 30,December 31, 2010 and 2009, and the period from September 28, 2004 (inception of exploration stage) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has incurred operatinghad net losses since inceptionfor the years ended December 31, 2010 and has a net capital2009 and had an accumulated deficit at June 30, 2009, which raisesDecember 31, 2010.  These conditions raise substantial doubt about its ability to continue as a going concern.  Management’s plan in regard to theseplans regarding those matters isare also discusseddescribed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.