3
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES
EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2004
--------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
Commission File number 0-25707
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STANDARD CAPITAL CORPORATION
------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 91-1949078
-------- --------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2429 - 128th Street, Surrey, British Columbia, Canada, V4A 3W2
-----------------------------------------------------------------
(Address of principal executive offices)
1 - 604 - 538-4898
----------------------
(Issuer's telephone number)
N/A
---
(Former name, former address, and former fiscal year, if changed
since last report)
Check whether the issuer (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 registrant 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 PROCEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
May 31, 2004: 1,295,000 common shares
Transitional Small Business Disclosure format (Check one): Yes [ ] No [X]
-1-
INDEX
PAGE
NUMBER
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PART 1.. . . . FINANCIAL INFORMATION
ITEM 1.. Financial Statements (unaudited) 3
Balance Sheet as at May 31, 2004 and August 31,
2003 4
Statement of Operations
For the three and nine months ended May 31,
2004 and 2003 and for the period September
24, 1998 (Date of Inception) to May 31, 2004 . 5
Statement of Cash Flows
For the nine months ended May 31, 2004 and 2003
and for the period September 24, 1998 (Date of
Inception) to May 31, 2004. . . . . . . . . . . 6
Notes to the Financial Statements. . . . . . 7
ITEM 2 Management's Discussion and Analysis or Plan
.. . . .of Operations 11
ITEM 3.. Controls and Procedures 15
PART 11. . . OTHER INFORMATION 15
ITEM 1.. Legal Proceedings 15
ITEM 2.. Changes in Securities 15
ITEM 3.. Defaults Upon Senior Securities 16
ITEM 4. Submission of Matters to a Vote of
. . Security Holders 16
ITEM 5.. Other Information 17
ITEM 6.. Exhibits and Reports on Form 8-K 18
SIGNATURES.. . . . . . . 19
-2-
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheet of Standard Capital Corporation (a
pre-exploration stage company) at May 31, 2004 (with comparative figures as at
August 31, 2003) and the statement of operations for the three and nine months
ended May 31, 2004 and 2003 and the statement of cash flows for the nine months
ended May 31, 2004 and 2003 and for the period from September 24, 1998 (date of
incorporation) to May 31, 2004 have been prepared by the Company's management in
conformity with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered necessary for
a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended May 31, 2004, are not necessarily
indicative of the results that can be expected for the year ending August 31,
2004.
-3-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
BALANCE SHEETS
May 31, 2004
(with comparative figures at August 31, 2003)
(Unaudited - Prepared by Management)
MAY 31 AUGUST 31
2004 2003
------------ ------------
ASSETS
CURRENT ASSETS
Bank. . . . . . . . . . . . . . . . . . . . . . . . . $ 86 $ 131
------------ ------------
$ 86 $ 131
============ ============
LIABILITIES
Accounts payable - related party . . . . . . . . . . $ 25,163 20,931
Accounts payable and accrued liabilities . . . . . . 34,100 23,254
------------ ------------
59,263 44,185
------------ ------------
STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.001 par
value, 1,295,000 shares issued and outstanding. 1,295 1,295
Capital in excess of par value. . . . . . . . . . . . 25,905 22,755
Deficit accumulated during the exploration stage. . . (86,377) (68,104)
------------ ------------
Total Stockholders' Equity (deficiency) . . . . (59,177) (44,054)
------------ ------------
$ 86 $ 131
============ ============
The accompanying notes are an integral part of these unaudited financial
statements.
-4-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
STATEMENTS OF OPERATIONS
For the three and nine months ended May 31, 2004 and 2003 and for the period
from September 24, 1998 (Date of Inception) to May 31, 2004
(Unaudited - Prepared by Management)
FOR THE FOR THE FOR THE FOR THE
THREE THREE NINE NINE DATE OF
MONTHS MONTHS MONTHS MONTHS INCEPTION TO
ENDED ENDED ENDED ENDED MAY 31,
MAY 31, 2004 MAY 31, 2003 MAY 31, 2004 MAY 31, 2003 2004
------------------------------------- -------------- -------------- --------------
SALES . . . . . . . . . . . . . . . . $ - $ - $ - $ - $ -
-------------- -------------- -------------- ------------- -------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit . . . . . . 1,250 1,000 3,800 3,000 28,000
Annual General Meeting costs . . - - 1,000 - 1,000
Bank charges and interest. . . . 22 18 85 52 788
Consulting fees. . . . . . . . . - - 2,500 - 2,500
Edgar filing fees. . . . . . . . 250 200 840 600 4,729
Filing fees - SEC. . . . . . . . 129 - 229 - 229
Geological report. . . . . . . . - - 1,000 - 2,780
Incorporation costs. . . . . . . - - - - 255
Legal fees . . . . . . . . . . . - - - - 487
Management fees. . . . . . . . . 600 600 1,800 1,800 13,800
Miscellaneous. . . . . . . . . . - 275 60 275 1,600
Office expenses. . . . . . . . . 117 - 322 136 1,310
Rent . . . . . . . . . . . . . . 300 300 900 900 6,900
Staking and exploration costs . - - 1,333 2,528 6,786
Telephone. . . . . . . . . . . . 150 150 450 450 3,450
Transfer agent's fees. . . . . . 1,446 1,355 1,872 1,630 9,681
Travel and entertainment . . . . 2,082 - 2,082 - 2,082
-------------- -------------- -------------- ------------- --------------
NET LOSS. . . . . . . . . . . . . . . $ (6,346) $ (3,898) $ (18,273) $ (11,371) $ (86,377)
============== ============== ============== ============= ==============
NET LOSS PER COMMON SHARE
Basic. . . . . . . . . . . . . . $ - $ - $ (.01) $ (.01)
============== ============== ============== =============
AVERAGE OUTSTANDING SHARES
Basic. . . . . . . . . . . . . . 1,295,000 1,295,000 1,295,000 1,295,000
============== ============== ============== =============
The accompanying notes are an integral part of these unaudited financial
statements.
-5-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
STATEMENTS OF CASH FLOWS
For the nine months ended May 31, 2004 and 2003 and for the period from
September 24, 1998 (Date of Inception) to May 31, 2004
(Unaudited - Prepared by Management)
FOR THE NINE FOR THE NINE DATE OF
MONTHS MONTHS INCEPTION
ENDED ENDED TO
MAY 31, MAY 31, MAY 31,
2004 2003 2004
-------------- -------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . $ (18,273) $ (11,371) $ (86,377)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Changes in assets and liabilities:
Accounts payable . . . . . . . . 10,846 6,913 34,100
Accounts payable - related party 4,232 1,256 25,163
Capital contributions - expenses 3,150 3,150 24,150
-------------- -------------- ------------
Net Cash from Operations. . (45) (52) (2,964)
-------------- -------------- -------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance of
common stock. . . . . . . . - - 3,050
-------------- -------------- -------------
- - 3,050
-------------- -------------- -------------
Net (decrease) increase in Cash . . . (45) (52) 86
Cash at Beginning of Period . . . . . 131 329 -
-------------- -------------- -------------
CASH AT END OF PERIOD . . . . . . . . $ 86 $ 277 $ 86
============== ============== =============
The accompanying notes are an integral part of these unaudited financial
statements.
-6-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2004
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on
September 24, 1998 with the authorized common stock of 25,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties. At the report date mineral claims, with unknown
reserves, had been acquired. The Company has not established the existence
of a commercially minable ore deposit and therefore has not reached the
development stage and is considered to be in the exploration stage (see
note 3).
The Company has completed one Regulation D offering of 1,295,000 shares of
its capital stock for $3,050.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
-------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
-------------
The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are
determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect, when the differences are expected to
be reversed. An allowance against deferred tax assets is recorded, when it
is more likely than not, that such tax benefits will not be realized.
On May 31, 2004, the Company had a net operating loss carry forward of
$86,377. The tax benefit of approximately $25,900 from the loss carry
forward has been fully offset by a valuation reserve because the use of the
future tax benefit is doubtful since the Company has no operations. The
loss carry forward will expire in 2024.
-7-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2004
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Environmental Requirements
---------------------------
At the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
Basic and Diluted Net Income (loss) Per Share
----------------------------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common and common equivalent shares outstanding as if shares had been
issued on the exercise of the common share rights unless the exercise
becomes antidulutive and then only the basic per share amounts are shown in
the report.
Unproven Mining Claim Costs
------------------------------
Cost of acquisition, exploration, carrying and retaining unproven
properties are expensed as incurred.
Financial and Concentration Risk
-----------------------------------
The Company does not have any concentration or related financial credit
risk.
Revenue Recognition
--------------------
Revenue is recognized on the sale and delivery of product or the completion
of services.
Estimates and Assumptions
---------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with accounting principles generally accepted in the United
States of America. Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
-8-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2004
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Financial Instruments
---------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair value due
to their short term maturities.
Recent Accounting Pronouncements
----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. AQUISITION OF MINERAL CLAIM
The Company acquired one 18 unit metric claim known as the Standard claim
situated within the Bridge River gold camp near the town of Gold Bridge,
160 kilometres north of Vancouver, British Columbia, with an expiration
date of February 25, 2005. The claims may be extended for one year by the
payment of $3,600 Cdn or an equivalent amount of dollars in work on the
Standard claim plus a filing fee of $180 Cdn.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
Officers-directors, and their controlled entities, have acquired 15% of the
outstanding common stock and have made no interest, demand loans of $25,163
to the Company, and have made contributions to capital of $24,150 by the
payment of Company expenses.
5. AMENDMENT TO CERTIFICATE OF INCORPORATION
The shareholders, at the Annual General Meeting held on February 20, 2004,
approved an amendment to the Certificate of Incorporation whereby the
authorized share capital of the Company would be increased from 25,000,000
common shares with a par value of $0.001 per share to 200,000,000 common
shares with a par value of $0.001 per share.
6. STOCK OPTION PLAN
At the Annual General Meeting held on February 20, 2004, the shareholders
approved a Stock Option Plan (the "Plan") whereby a maximum of 5,000,000
common shares were authorized but unissued to be granted to directors,
officers, consultants and non-employees who assisted in the development of
the Company. The value of the stock options to be granted under the Plan
will be determined on the fair market value of the Company's shares when
they are listed on any established stock exchange or a national market
system at the closing price as at the date of granting the option. No stock
options have been granted under this Plan.
-9-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2004
(Unaudited - Prepared by Management)
7. GOING CONCERN
The Company will need additional working capital to service its debt and
for its planned activity, which raises substantial doubt about its ability
to continue as a going concern. Continuation of the Company as a going
concern is dependent on obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, and payment of Company expenses by its officer, which will
enable the Company to operate for the coming year.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
The following discussion should be read in conjunction with the information
contained in the financial statements of Standard Capital Corporation
("Standard") and the notes which form an integral part of the financial
statements which are attached hereto.
The financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Standard presently has minimal day-to-day operations; mainly comprising the
maintaining of the Standard claim in good standing on an annual basis and
preparing the various reports to be filed with the United States Securities and
Exchange Commission (the "SEC") as required.
LIQUIDITY AND CAPITAL RESOURCES
Standard has had no revenue since inception and its accumulated deficit is
$86,377. To date, the growth of Standard has been funded by the sale of shares
and advances by its director in order to meet the requirements of filing with
the SEC and maintaining the Standard claim in good standing.
The plan of operations during the next twelve months will be to maintain the
Standard claim in good standing with the Province of British Columbia and meet
its filing requirements. Presently Standard does not have the funds to
consider any additional mineral claims. Management is considering the raising
of additional funds through the sale of shares but no decision as to the price
and number of shares to be issued has been decided upon.
Management estimates that a minimum of $14,485 will be required over the next
twelve months to pay for such expenses as bookkeeping ($3,250), auditing
($3,600), Edgar fees ($1,400), filing fees to maintain Standard in good standing
with the State of Delaware and payment to Standard's registrant ($235),
exploration activities on the Standard claim ($2,850), office and miscellaneous
($400), and payments to the transfer agent including interest ($2,000). The
above noted figure does not include amounts owed to third party creditors in the
amount of $34,100 as at May 31, 2004. The amount required to cover total
operating costs for the next twelve months and to settle all the outstanding
amounts owed to third party creditors would be $48,585. At present Standard
does not have these funds, having only $86 in its bank account, and would be
required to either sell shares in its capital stock or obtain further advances
from its director. Standard's future operations and growth is dependent on its
ability to raise capital for expansion and to seek revenue sources.
RESULTS OF OPERATIONS
Recent work undertaken on the Standard claim
During February 2003, Standard laid out a sampling grid system on the Standard
claim for the purpose of geochemical soil sampling program to be done in the
future. A budget of approximately $3,600 Canadian was expended to lay out
2,350 meters of sampling grid. Unfortunately, Standard did not have any funds
to undertake the soil sampling program during the summer of 2003 and will now
have to wait until the summer of 2004 due to the snow conditions in the region
during the winter months. This work maintained the Standard claim in good
standing until February 24, 2004. Subsequently, through a cash payment for the
purchase of PAC grants, the Standard claim is in good standing until February
23, 2005.
-11-
Historical summary of the Standard claim
The Standard claim was located and staked on January 24, 1999 by the four post
staking method and, as mentioned above, is presently in good standing. This
mineral claim consists of 18 units totaling 450 hectares with an area 2 miles
south by 1 mile west.
The Legal Corner Post is located approximately 2 miles southeast of the Village
of Bralorne and on the north side of Fergusson Creek. Access to the Standard
claim is by snowmobile part way up the Fergusson Creek access trail to the 5,800
feet elevation and approximately 1 mile up Fergusson Creek.
The claim boundary is characterized by extreme topographical conditions.
Sub-alpine scrub alder and hemlock trees grow at the creek elevations and rock
outcropping exposure is good along peaks and ridges in the east half of the
canyon. The winters are cold with generally high snowfall accumulations and
summers are hot and dry.
Standard has undertaken no product research and development since inception.
Management has no plans to purchase or sell any plant or significant equipment
in the foreseeable future. In addition, Standard does not expect a significant
change in the number of employees.
There are certain risk factors regarding Standard's operation which might effect
the outcome of its ability to operate in the future. These are listed below.
1. Standard's auditors are concerned about it continuing as a going concern
and whether it will be able to achieve its objectives.
The auditors stated in their opinion, attached to the audited financial
statements for the year ended August 31, 2003, a concern as to whether Standard
will continue as a going concern. There is substantial doubt on the part of the
auditors whether Standard can continue its operations for the next twelve months
based on its financial condition as at the year-end. If the director is
unwilling to continue to advance Standard money, and Standard is unable to raise
money for the exploration of the Standard claim, it might lose the claim.
Without the ability to explore the Standard claim, Standard will not be able to
achieve its objectives as set forth by management.
2. Penny stock rules may make buying or selling of Standard's shares
difficult.
Trading in Standard's shares will, when a quotation is obtained on the OTC
Bulletin Board, be subject to the "Penny Stock" rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends Standard's shares to
persons other than prior investors and accredited investors, must prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure explaining the penny stock
market and the risks associated with trading in the penny stock market. In
addition, broker-dealers must disclose commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities they offer. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
Standard's shares, which could severely limit their market price and liquidity
of Standard's shares. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the SEC's regulations concerning the
transfer of penny stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling a penny stock to the
purchaser;
-12-
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
Any future investor must consider that Standard's share price might never be
considered anything more than "penny stock".
3. Standard lacks an operating history and has losses which are expected to
continue into the future. If the losses continue Standard will have to
suspend or cease operations.
Standard was incorporated on September 24, 1998 and has not realized any revenue
to date. It has no operating history upon which an evaluation of its future
success or failure can be made. The net loss since inception is $86,377.
. Standard's ability to achieve profitability at the present time is
doubtful based on past experiences. It might never realize a positive cash flow
from its exploration activities on the Standard claim and therefore may continue
to incur negative cash flows for years into the future.
4. Lack of employees due to no funds to hire new employees
Standard currently only has three employees, its President, Del Thachuk and
Secretary Treasurer, Mary Anne Thachuk and Chief Financial Officer, Gordon
Brooke. Neither of these two individuals work full time for Standard since Del
Thachuk is working with another company and Maryanne Thachuk is retired. There
is a substantial risk Standard will not have the funds necessary to hire
additional employees that would be needed in Standard's exploration program.
5. Lack of geological experience by the officers and directors
Even though Del Thachuk was involved in placer mining for over 30 years and was
President of Red Fox Minerals Ltd until 10 year ago he does not have a
geological background. Gordon Brooke, Alexander Ibsen and Maryanne Thachuk
have no experience in the mineral industry. Therefore, Standard will have to
rely upon outside consultants to give advise on the various methods of exploring
the Standard claim.
6. Conflict of Interest
Del Thachuk is an officer and director of Info-Pro Marketing Inc. ("Info-Pro"),
a private Nevada company and, therefore, there might be a conflict of interest
in his dealing between Standard and Info-Pro. Since Info-Pro is not in the
mineral exploration industry, the real conflict will be how he devotes his time
between the two companies. Standard can only hope that he deals fairly with
it. Even though Gordon Brooke and Alexander Ibsen are not involved in public
companies they do have other business interests.
7. Money is difficult to obtain for "grass roots" exploration.
The future exploration of the Standard claim is considered "grass roots" in that
it is speculative in nature due to being a search for an ore reserve.
Investors tend to be shy about investing in "grass roots" exploration programs
since if no mineralization is discovered on the Standard claim, Standard might
allow the claim to lapse. If management is unable to identify another mineral
claim, the money invested by shareholders might be lost and never recovered.
-13-
8. Fluctuating prices of minerals could cease exploration activities on the
Standard claim.
Standard has absolutely no control over the daily prices of various minerals.
These daily mineral prices are set by the world markets. When gold and silver
prices, per ounce, have fallen in value, Standard will find it difficult to
attract money for exploration on the Standard claim. Later, if it ever happens,
and Standard finds an ore reserve it might not be able to develop such a reserve
on the Standard claim due to fallen mineral prices.
9. Other fluctuating prices outside of the control of Standard.
Standard will not have any control over fluctuating prices of labor, supplies,
equipment and taxes. Any sudden increase in any of these costs will have the
effect of limiting the amount of exploration activities Standard can undertake
on its mineral claim. For example, if Standard budgeted a certain number of
dollars for workers during the exploration on the Standard claim and their daily
rate doubled, the number of days used for exploration would be reduced
accordingly. This will limit the information derived during exploration.
10. Weather interruptions in the Province of British Columbia may affect and
delay the proposed exploration operations.
The proposed exploration work on the Standard claim should be performed during
the late spring, summer and early fall due to weather conditions. It is normal
in the Bralorne area for the late fall, winter and early spring months to be
subject to heavy snow conditions. Even during the early summer months British
Columbia is noted for its rainfall and during the middle to late summer months
for its forestry closures due to hot dry weather. Standard cannot control the
weather and if it plans a work program it might have to delay it due to
unexpected weather conditions.
11. Standard is a small company without much capital which might limit its
exploration activities and ability to expand in the future.
The small size of Standard and lack of capital might mean a limited exploration
program and a lack of ability to take advantage of business opportunities
available to large companies. Having adequate capital would mean Standard's
management could direct greater interest to the exploration of the Standard
claim in hopes of obtaining information which will assist in its future
development. Without adequate capital it will take longer to explore the
Standard claim and limit Standard's ability to expand in the future.
12. Standard is a one property company
With only the Standard claim, Standard does not have the diversion in mineral
properties which management would like. In addition, future investors might be
wary to invest in a one property company since, should the Standard claim prove
to be without commercially viable mineralization, the investor might lose his or
her entire investment.
13. Standard will have difficulty attracting mining personnel
Being a small company with only one mineral property might prove difficult for
Standard to attract mining personnel to work on the Standard claim. Many
consultants and workers want to be associated with companies which have
financial stability and a variety of mineral properties since this will give
them the opportunity to move between properties in the event one property does
not prove to have viable mineralization associated with it. With only the
Standard claim, Standard will have to let workers go after the exploration
season which usually are at times when the weather conditions are not suitable
for them to find other properties to work on.
-14-
14. Standard may never be able to refine its ore reserve
Even though there exists a commercial viable ore body, there is no guarantee
competition in refining the ore will not exist. Other companies may have long
term contracts with refining companies thereby inhibiting the Company's ability
to process its ore and eventually market it. At this point in time the Company
does not have any contractual agreements to refine any potential ore it might
discover on its mineral claim.
The foregoing plan of operations contains forward-looking statements that are
subject to the risks and uncertainties, which could cause actual results to
differ materially from those discussed in the forward-looking statements and
from historical results of operations.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
-----------------------------------------------------
Standard's Chief Executive Officer and its Chief Financial Officer, after
evaluating the effectiveness of Standard's controls and procedures (as defined
in the Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the
date within 90 days of the filing of this quarterly report on Form 10-QSB (the
"Evaluation Date"), have concluded that as of the Evaluation Date, Standard's
disclosure and procedures were adequate and effective to ensure that material
information relating to it would be made known to it by others, particularly
during the period in which this quarterly report on Form 10-QSB was being
prepared.
(b) Changes in Internal Controls
-------------------------------
There were no significant changes in Standard's internal controls or in other
factors that could significantly affect Standard's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions.
PART 11 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings to which Standard is a party or to which its
mineral claim is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 20, 2004, Standard held its Annual General Meeting of Stockholders
wherein the following matters were approved by the Stockholders.
1. The election of E. Del Thachuk, Alexander J. Ibsen and B. Gordon Brooke as
directors.
-15-
2. The appointment of Madsen & Associates CPA's Inc. as independent
accountants to examine of the financial statements for the fiscal year
ended August 31, 2004.
3. The approval of the amendment to the Certificate of Incorporation whereby
the authorized share capital of Standard will be increased from 25,000,000
common shares with a par value of $0.001 per share to 200,000,000 common
shares with a par value of $0.001 per share. The Certificate of
Incorporation will be revised to read as follows:
"FOURTH. The total number of shares of stock, which this corporation is
authorized to issue, is:
Two hundred Million (200,000,000) shares with a par value of one tenth of
one cent ($0.001) per share, amounting to Two Hundred Thousand Dollars
($200,000).
Article III
The aggregate number of shares, which the corporation shall have authorized
to issue, is 200,000,000 Common Shares ("Common Shares"), with a par value
of $0.001 per share."
4. The approval of a Stock Option Incentive Plan which will provide stock
options to acquire up to 5,000,000 common shares in the capital stock of
Standard at a price equivalent to the fair market value at the date of
granting the stock option when the common shares are listed on any
established stock exchange or national market system. This Stock Option
Incentive Plan will be granted to directors, officers, consultants and
non-employees who participate in the development of Standard.
There were no other transactions brought forth before the Meeting of
Stockholders.
Subsequent to the Meeting of Stockholders, the directors appointed the following
officers:
E. Del Thachuk - President and Chief Executive Officer
B. Gordon Brooke - Chief Accounting Officer
Alexander J. Ibsen - Chief Financial Officer
Maryanne Thachuk - Secretary Treasurer
The members of the Audit Committee were appointed as follows:
E. Del Thachuk - Chairman of Audit Committee
B. Gordon Brooke - Member of Audit Committee
Alexander J. Ibsen - Member of Audit Committee
ITEM 5. OTHER INFORMATION
On December 15, 2002, Standard dismissed Andersen Andersen & Strong, L.C. as the
independent accountants. This action was approved by the sole director of
Standard. Standard appointed Sellers & Andersen, LLC as the independent
accountants. Unfortunately, the independent accountants' audit opinion dated
June 29, 2003, attached to the financial statements for the fiscal year ended
August 31, 2002 and included with the Form 10-KSB filed by Standard on July 9,
2003 with the United States Securities and Exchange Commission, was under the
letterhead of Andersen Andersen & Strong LC rather than Sellers & Andersen, LLC.
On February 5, 2004, Standard dismissed Sellers & Andersen LLC and appointed
Madsen & Associates, CPA's Inc. as the independent accountants to examine the
financial statements for the fiscal year ended August 31, 2002 and render an
opinion thereon. These financial statements were included in the Form 10-KSBA
as at August 31, 2003.
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The reports of Andersen Andersen & Strong LC for the financial statements since
inception to August 31, 2001 and through the subsequent interim periods ended
December 15, 2002, contained no adverse opinion or disclaimers of opinion and
were not modified or qualified as to audit scope or accounting principles, but
did contain modifications as to Standard's ability to continue as a going
concern.
During the two fiscal years ended August 31, 2001 and 2000, and through the
subsequent interim period ended December 15, 2002, to the best of Standard's
knowledge, there have been no disagreements with Andersen Andersen & Strong, LC
on any matters of accounting principles or practices, financial statement
disclosure, or audit scope or procedures, which disagreement if not resolved to
the satisfaction of Andersen Andersen & Strong, LC would have caused them to
make reference in connection with its report on the financial statements of
Standard for such years.
During the two fiscal years ended August 31, 2001 and 2000, and through
subsequent interim period ended December 15, 2002, Andersen Andersen & Strong.
LC did not advise Standard on any matters set forth in Item 304 (a)(1)(iv)(B) of
Regulation S-B.
The reports of Sellers & Andersen LLC for the financial statements as at August
31, 2003 and through the subsequent interim periods ended February 5, 2004,
contained no adverse opinion or disclaimers of opinion and were not modified or
qualified as to audit scope or accounting principles, but did contain
modifications as to Standard's ability to continue as a going concern.
During the fiscal year ended August 31, 2003, and through the subsequent interim
period ended February 5, 2004, to the best of Standard's knowledge, there have
been no disagreements with Sellers & Andersen, LLC on any matters of accounting
principles or practices, financial statement disclosure, or audit scope or
procedures, which disagreement if not resolved to the satisfaction of Sellers &
Andersen, LLC would have caused them to make reference in connection with its
report on the financial statements of Standard for such years.
During the fiscal year ended August 31, 2003, and through subsequent interim
period ended February 5, 2004, Sellers & Andersen, LLC did not advise Standard
on any matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.
For the financial statements for the fiscal years ended August 31, 2003 and
2002, Standard has not consulted with Madsen & Associates CPA's Inc. regarding
(i) the application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Standard's financial statements, and no written report or oral advice was
provided to Standard by concluding there was an important factor to be
considered by Standard in reaching a decision as to an accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv)(A) of Regulation
S-B or an event, as that term is defined in Item 304 (a)(1)(iv)(B) of Regulation
S-B.
Standard has requested Madsen & Associates, CPA's Inc. to examine the financial
statements for the two fiscal years ended August 31, 2003 and 2002 and to review
the interim financial statements for the three months ended November 30, 2003
and 2002, the six months ended February 2003 and nine months ended May 31, 2003.
Standard will file amended Form 10-KSBs and 10-QSBs.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
1. Certificate of Incorporation, Articles of Incorporation and By-laws
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1.1 Certificate of Incorporation (incorporated by reference from Standard's
Registration Statement on Form 10-SB filed on December 6, 1999)
1.2 Articles of Incorporation (incorporated by reference from Standard's
Registration Statement on Form 10-SB filed on December 6, 1999)
1.3 By-laws (incorporated by reference from Standard's Registration Statement
on Form 10-SB filed on December 6, 1999)
99.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
Officer
99.3 Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.4 Certificate Pursuant to 18 U.S.C. Section 1350 signed by the Chief
Financial Officer
(b) Reports on Form 8-K
- Filed on February 13, 2004 and dated February 5, 2004 regarding change of
Standard's certifying accountants from Sellers & Andersen LLC to Madsen &
Associates, CPA's Inc.
- Filed on February 25, 2004 regarding certain motions approved by the
shareholders at the Annual General Meeting of Stockholders.
- Filed on February 25, 2004 and dated December 15, 2002 regarding change of
Standard's certifying accountants from Andersen Andersen & Strong, LC to
Sellers & Andersen
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
STANDARD CAPITAL CORPORATION
(Registrant)
/s/ "E. Del Thachuk"
-----------------------
E. Del Thachuk
Chief Executive Officer
President and Director
Dated: October 24, 2005
/s/ " B. Gordon Brooke"
-----------------------------
B. Gordon Brooke
Chief Accounting Officer
Chief Financial Officer
and Director
Dated: October 24, 2005
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