U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER: 0-9336 STANDARD ENERGY CORPORATION (Name of Small Business Issuer as specified in its charter) Utah 87-0338149 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 447 Bearcat Drive Salt Lake City, Utah 84115-2517 (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code: (801) 364-9000 Securities registered pursuant to Section 12(b) of the Exchange Act: None Securities registered pursuant to Section 12(g) of the Exchange Act: $.01 Par Value Common Stock Check whether the Issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1933, as amended (the "Act") during the preceding 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 . Common Stock outstanding at February 8, 2005: 120,936,974 shares of $0.01 par value Common Stock. DOCUMENTS INCORPORATION BY REFERENCE: None FORM 10-QSB Financial Statements and Schedules STANDARD ENERGY CORPORATION For nine months Ended December 31, 2004 The following table of contents of financial statements and other information of the registrant and its consolidated subsidiaries are submitted herewith: PART I - FINANCIAL INFORMATION Item Page Item 1. Consolidated Balance Sheets - December 31, 2004 (unaudited) and March 31, 2004..................................... 3 Consolidated Statements of Operations - For the nine months ended December 31, 2004 and 2003 (unaudited)....... 5 For the three months ended December 31, 2004 and 2003 (unaudited)....... 6 Consolidated Statements of Cash Flows - For the nine months ended ended December 31, 2004 and 2003 (unaudited)....... 7 Notes to consolidated financial statements............ 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - General...... 9 Results of Operations................................. 10 Financial Condition................................... 11 Plan of Operation..................................... 12 Inflation............................................. 13 Recent Accounting Pronouncements...................... 13 Government Regulations................................ 13 Management's Conflicts of Interest.................... 13 Transactions with Management and Others............... 14 Research and Development of the Biofuels Technology... 14 Forward Looking Statements............................ 15 Item 3. Controls and Procedures............................... 16 PART II - OTHER INFORMATION Item Item 1. Legal Proceedings..................................... 16 Item 2. Changes in Securities................................. 16 Item 3. Defaults upon Senior Securities....................... 16 Item 4. Submission of Matters to a Vote of Security Holders... 16 Item 5. Other Information..................................... 16 Item 6. Exhibits.............................................. 16 Signature Page................................................ 17 Exhibit 31 - Certification of CEO & CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002............... 17 Exhibit 32 - Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.......................... 19 PART I - ITEM 1 STANDARD ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS December 31 March 31 2004 2004 (Unaudited) CURRENT ASSETS Cash $ 1,888 $ 917 Total Current Assets 1,888 917 PROPERTY AND EQUIPMENT, net 9,487 12,232 OTHER ASSETS Cash surrender value - life insurance 808 808 Oil and gas leases held for resale 42,043 42,043 Pledged drilling bonds 25,000 25,000 Total Other Assets 67,851 67,851 TOTAL ASSETS $ 79,226 $ 81,000 The accompanying notes are an integral part of these consolidated financial statements. STANDARD ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) December 31 March 31 2004 2004 (Unaudited) CURRENT LIABILITIES Accounts payable and accrued expenses $ 33,945 $ 33,945 Note Payable 3,700 3,712 Revolving lines of credit 98,301 82,815 Notes payable and accrued interest - related party 264,406 271,992 Total Current Liabilities 400,352 392,464 LONG TERM DEBT Note payable 5,886 8,658 Total Long Term Debt 5,886 8,658 TOTAL LIABILITIES 406,238 401,122 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, par value $.01 per share: 10,000,000 shares authorized, no shares issued and outstanding 0 0 Common Stock, par value $.01 per share: 200,000,000 shares authorized, 120,936,974 and 120,836,974 shares issued and outstanding 1,209,369 1,208,369 Additional paid-in capital 7,998,573 7,961,073 Treasury stock (83,253) (83,253) Accumulated deficit (9,451,701) (9,406,311) Total Stockholders' Equity (Deficit) (327,012) (320,122) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 79,226 $ 81,000 The accompanying notes are an integral part of these consolidated financial statements. STANDARD ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the For the Nine Months Nine Months Ended Ended Dec 31, Dec 31, 2004 2003 REVENUES Oil and gas information services $ 3,900 $ 4,050 Oil production 53,783 77,266 Total Revenues 57,683 81,316 EXPENSES Oil and gas information services 3,368 1,980 Oil and gas leasehold interests 240 0 Depreciation, depletion and amortization 2,745 2,745 General and administrative 83,454 73,033 Total Expenses 89,807 77,758 OPERATING INCOME (LOSS) (32,124) 3,558 OTHER INCOME (EXPENSE) Gain on settlement of debt 0 30,276 Interest and other income 7,083 1,343 Interest expense (20,349) (24,617) Total Other Income (Expense) (13,266) 7,002 NET LOSS $ (45,390) $ 10,560 BASIC LOSS PER SHARE OF COMMON STOCK $ (0.00) $ (0.00) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 120,840,810 120,836,974 The accompanying notes are an integral part of these consolidated financial statements. STANDARD ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) For the For the Three Months Three Months Ended Ended Dec 31, Dec 31, 2004 2003 REVENUES Oil and gas information services $ 1,650 $ 1,500 Oil production 21,451 19,924 Total Revenues 23,101 21,424 EXPENSES Oil and gas information services 932 850 Oil and gas leasehold interests 0 0 Depreciation, depletion and amortization 914 915 General and administrative 29,078 26,046 Total Expenses 30,924 27,811 OPERATING INCOME (LOSS) (7,823) (6,387) OTHER INCOME (EXPENSE) Gain on settlement of debt 0 30,276 Interest and other income 142 (23) Interest expense (6,717) (7,307) Total Other Income (Expense) (6,575) 22,946 NET INCOME (LOSS) $ (14,398) $ 16,559 BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK $ (0.00) $ 0.00 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 120,852,191 120,836,974 The accompanying notes are an integral part of these consolidated financial statements. STANDARD ENERGY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) For the Nine For the Nine Months Ended Months Ended December 31, December 31, 2004 2003 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (45,390) $ 10,560 Adjustments to reconcile net loss to net cash provided by (used by) operating activities: Depreciation, depletion and amortization 2,745 2,745 Contributed capital for services rendered by an officer 37,500 37,500 Gain on settlement of debt 0 (30,276) Changes in assets and liabilities: (Decrease) in accounts payable and accrued expenses 0 4,119 (Decrease) in deferred lease income 0 (942) Net Cash Provided by (Used by) Operating Activities (5,145) 23,706 CASH FLOWS FROM INVESTING ACTIVITIES Cash Value - Life Insurance 0 4,893 Net Cash Flows Provided By Investing Activites 0 4,893 CASH FLOWS FROM FINANCING ACTIVITIES Stock issuance 1,000 0 Payments on notes payable - related party (36,586) (40,200) Proceeds from notes payable - related party 29,000 20,000 Net change to lines of credit & notes payable 12,702 (8,647) Net Cash Provided by (Used by) Financing activities 6,116 (28,847) NET INCREASE (DECREASE) IN CASH 971 (248) CASH AT BEGINNING OF PERIOD 917 873 CASH AT END OF PERIOD $ 1,888 $ 625 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR: Interest $ 1,735 $ 0 Income Taxes 0 0 NON CASH INVESTING AND FINANCING ACTIVITIES: Contributed capital for services rendered by an officer 37,500 $ 37,500 The accompanying notes are an integral part of these consolidated financial statements. STANDARD ENERGY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2004 (Unaudited) NOTE A - BASIS OF FINANCIAL STATEMENT PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its March 31, 2004 Annual Report on Form 10-KSB. Operating results for the nine months ended December 31, 2004 are not necessarily indicative of the results that may be expected for the year ending March 31, 2005. NOTE B - GOING CONCERN These financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses in the past which have resulted in working capital and accumulated deficits. These deficits have been caused primarily from the Company's investment in Biomass International, Inc. (a development stage company) and significantly reduced revenues from sales of its oil and gas leasehold interests and information services. Because of the currently depressed conditions in the oil and gas industry, coupled with the Company's cash flow difficulties, the Company's ability to retain and ultimately recover its investments in oil and gas leaseholds held for resale and other assets of the Company, is uncertain at this time. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to seek additional financing through loans or through the issuance of equity securities and to seek increased sales related to its oil and gas businesses. However, management can give no assurance that it will be successful in its endeavor to resolve its cash flow difficulties or that it will be able to retain and ultimately recover its cost in oil and gas leaseholds held for resale and the other assets of the Company. The financial statements do not include any adjustments relating to the recoverably and classification of liabilities, income or expenses that might be necessary should the Company be unable to continue as a going concern. PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company's primary oil and gas business, the brokerage of leasehold interests, has not materially changed during the period ended December 31, 2004 due to the lack of capital to pursue the purchase of new leases. In light of this lack of capital the Company has been exploring other ways of generating revenues. During the 2005 fiscal period, the Company continues to research and develop ("R&D") its biofuels technologies (the "Biofuels Technology") for the recycle of ordinary municipal solid waste, garbage, trash, paper and plastic material streams ("Municipal Waste") into recycled saleable products and the recovery of cellulosic materials ("Celmat") believed by the Company to be convertible into electric power and ethanol transportation fuel. (See "Research and Development of the Biofuels Technology" below) As a result of its R&D efforts, and after working with its engineering and management contractor, W.J. Scales & Company of Boerne, Texas (the "Scales Group"), management believes that the Company has developed what appears to be a commercial application of the Biofuels Technology for the future recovery of inorganic materials and organic Celmat from the recycle of Municipal Waste (the "Mayfair Project"). The Mayfair Project would be located in the Northeast U.S. where Municipal Waste landfills and transfer stations charge the highest dump rates ("Tip Fee") in the U.S. for the disposal of Municipal Waste. If operations commence, it is anticipated that the Mayfair Project would utilize the Biofuels Technology in a facility that combines a Municipal Waste recycle plant, an ethanol fuel production plant and an electrical power plant. The facility would separate Municipal Waste into separate inorganic and organic recovery streams. The inorganic stream products would be sold into the existing commercial salvage ("Salvage") market and the organic stream products would be converted into specialty products such as electricity and ethanol transportation fuels. There can be no assurance that the required capital will be available to construct the Mayfair Project and there can be no assurance that the Biofuels Technology will perform on a commercial basis. The Company's future operating results will depend on its ability to obtain adequate financing to construct the Mayfair Project. There have been no expenses incurred for the Mayfair Project during the period ended December 31, 2004. Results of Operations The Company realized revenues of approximately $57,500 for the nine- month period ended December 31, 2004, compared with approximately $81,000 for the corresponding period ended December 31, 2003. Cash requirements during the period were obtained from a combination of internally generated cash flow from operations and loans from related parties and lines of credit. There were no revenues from oil and gas leasehold sales for the nine- month period ended December 31, 2004, and none for the corresponding period ended December 31, 2003. There were no leasehold sales due to the Company's exploration inactivity. Revenues from the sale of the Company's geologic information services were approximately $3,900 for the nine-month period ended December 31, 2004, compared with approximately $4,000 for the corresponding period ended December 31, 2003. Recent world crude oil and natural gas price increases may stimulate domestic drilling activity which would, once again, create a need for the Company's geologic information services. Revenue from oil production was approximately $53,700 for the nine-month period ended December 31, 2004, compared to approximately $77,000 for the corresponding period ended December 31, 2003. Oil production revenues change as a result of uncertain world crude oil and natural gas prices. The Company incurred expenses related to its oil and gas leasehold sales of $240 for the nine-month period ended December 31, 2004, compared to approximately zero for the comparable period ended December 31, 2003. Expenses associated with the Company's geologic information services were approximately $3,300 for the nine-month period ended December 31, 2004, compared to approximately $1,900 for the comparable period ended December 31, 2003. Expenses associated with the Company's oil production and exploration activities were zero for the nine-month period ended December 31, 2004, due to the abandonment of field operations. There were no costs for the comparable period ended December 31, 2003, due to the Company's exploration inactivity. General and administrative expense for the nine- month period ended December 31, 2004 were approximately $83,400, compared to approximately $73,000 for the comparable period ended December 31, 2003. These low figures reflect the Company's basic inactivity in its oil and gas sector. The Company's net loss for the 2005 fiscal nine-month period ended December 31, 2004 was approximately $45,390, compared to a gain of approximately $10,560 for comparable 2004 fiscal period and it expects to operate at a loss for the remainder of the 2005 fiscal period, due to continued R&D costs incurred for the Mayfair Project, and costs related to its oil and gas business. (See "Consolidated Financial Statements") The Company does not expect to realize significant cash flows from the sale of leasehold interests, geologic information services, or oil production and exploration activities during fiscal 2005, nor does it expect significant leasehold sales in the foreseeable future. But, due to recent high prices for crude oil and natural gas, it is possible future leasehold sales and domestic oil industry activites could substantially improve. The Company has available at March 31, 2004, unused tax operating loss carry forward of approximately $2,276,015 that may be applied against future taxable income through 2023. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation account of the same amount. Financial Condition Management continues to explore additional financing alternatives for ongoing and future operations of the Company and has entered into an agreement with the Scales Group for the engineering, management, and construction of the Mayfair Project. There is no assurance that the efforts of management or the Scales Group to locate and secure additional financing will be successful, and the failure to secure the Mayfair Project financing would substantially alter management's assumptions as herein presented. The Company's most significant assets are (1) its oil and gas production income, (2) its oil and gas leaseholds held for resale, approximating 13,000 net acres at December 31, 2004, including leaseholds acquired under its unrelated third-party agreements, and (3) its plan for the full development of the Mayfair Project. Other assets are; (4) the $2,276,015 tax loss carry forward, and (5) 5,252,556 shares of Biomass. In 1994, Biomass ceased to exist as an R&D organization and in March 2000, Biomass was sold as a shell company to an unrelated third-party under a reorganization plan, ending a 12 year R&D effort. Due to the proposed issuance of additional shares of Biomass to the unrelated third-party purchaser, the Company does not expect to hold in excess of 5% of the common stock of Biomass upon completion of the transaction and expects to recover little, if any, of its approximate $4,100,000 investment in Biomass represented by 5,252,556 shares of Biomass common stock. At August 10, 2004, the Biomass shares had no value at a bid price of $0.00 and asked $0.000 on the electronic OTC Pink Sheet market system. With little or no volume on a daily basis, sales of the Biomass shares appear impractical in the foreseeable future. In order to continue in existence the Company is in need of additional financing from outside sources or from internal operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management can give no assurances that it will be successful in its endeavors to resolve its cash flow difficulties or that it will be able to retain and ultimately recover its costs in oil and gas leaseholds held for resale. The financial statements do not include any adjustments relating to the amounts and classification of assets, liabilities, income or expenses that might be necessary should the Company be unable to successfully resolve these uncertainties and continue in existence. The Company foresees a need for additional equity financing in order to continue in existence, and may, in the future, seek to raise additional funds through asset sales, bank and/or other loans, debt, or equity offerings. Any such equity offerings, asset sales, or other financing may either be private or public and may result in substantial dilution to the then existing shareholders of the Company. Because of uncertainties existing in the domestic oil and gas industry and the Mayfair Project, the Company is not in a position to forecast future earnings or cash flow. The Company's future is very fluid and largely dependent on factors outside of its management's control. For the period ended December 31, 2004, Dean W. Rowell, the President of the Company, continues to secure and guarantee loans for the Company: (1) He has guaranteed two credit cards up to $99,000 with an outstanding balance of approximately $98,301 at the end of the period, and (2) he continues to loan the Company funds through his 100% owned privately-held Utah corporation, Trachyte Oil Company ("Trachyte") with an outstanding loan balance of approximately $193,895 plus interest of $70,511 for a total of $264,406 at the period ended December 31, 2004. Expenses incurred under the use of the credit cards are being accounted for under line item "Revolving line of credit" and expenses incurred under the loan agreement are being accounted for under line item "Notes payable - related parties". The Company also has a note payable to GMAC totalling $9,586 at December 31, 2004, resulting from the purchase of a 2002 Saturn automobile that Mr. Rowell drives. (See "Consolidated Financial Statements" above). Since fiscal 1991, Trachyte has materially supported the Company financially largely due to Mr. Rowell's efforts to secure loans from Trachyte for the Company. The several transactions with Trachyte have provided the financial means for the Company to pursue its R&D of the Biofuels Technology and the commercialization of the Mayfair Project, otherwise the Company would have been unable to pursue these goals. Final plans and final financial arrangements had not been completed for the Mayfair Project at December 31, 2004. On December 17, 2004 due to the Company's continued cash flow difficulties, the Company issued 100,000 newly issued shares of the Company's common stock investment shares at $0.01 per share to James R. Jones, one unrelated third party, in exchange for $1,000 cash. Plan of Operation There have been no significant changes in capitalization or financial status during the past two years that are not reflected in the financial statements. The Company's plan of operation during the next twelve (12) months includes the following: 1. Pursue financing for the Mayfair Project. 2. Continue R&D, testing Municipal Waste processing equipment and testing existing and newly developed cellulose enzymes. 3. Continue the design and development of the Mayfair Project into six businesses -- Municipal Waste recycle, ethanol fuel production and electric power generation. 4. Pursue oil and gas lease acquisition with third party investors and investigate the possibility of entering into the wholesale electric power generation business. Inflation Inflation continues to apply moderate upward pressure on the cost of goods and services including those purchased by the Company. Management believes the net effect of inflation on operations has been minimal during the past two years. Recent Accounting Pronouncements There are no recent accounting pronouncements that will have a material impact on the Company's financial statements. Government Regulations The Company's business is subject to extensive federal, state and local regulation. Management believes that the Company operations are in material compliance with applicable laws, but is unable to predict what additional government regulations, if any, affecting the Company's business, may be enacted in the future; how existing or future laws and regulations might be interpreted; or whether the Company will be able to comply with such laws and regulations either in the markets in which it presently conducts business or wishes to commence business. There can be no assurance that either the states or the federal government would not impose additional regulations upon the Company's activities which might adversely affect the Company's business. Management's Conflicts of Interest Material conflicts of interest exist and will continue to exist between the Company, Trachyte, and Mr. Rowell, who is also the President of Trachyte, a privately-held Utah corporation, whose current major activities are the exploration and production of oil and gas resources. The Company's policy is to offer any new oil and gas property purchase first to the Company and then to Trachyte if the Company is unable to accept the financial obligation of any transaction. At December 31, 2004, Mr. Rowell beneficially owned approximately 54% of the common stock of the Company and 100% of the common stock of Trachyte. Mr. Rowell owes a duty of due care and fair dealing to both the Company and Trachyte and the resolution of duties and conflicts in favor of one company over the other may impair his duties to each company. It is likely that any conflict of interest between the Company and Trachyte requiring a determination may have to be settled in favor of the Company to the detriment of Trachyte, as well as to the detriment of the current and future shareholders of Trachyte. Transactions with Management and Others During past fiscal periods Rowell elected to sell stock in the Company, due to limited corporate cash flow to partially compensate Rowell in absence of a salary. Rowell will continue to serve the Company as determined by the Board of Directors without salary or employment agreement. The Company recorded $12,500 as an increase to additional paid- in-capital for services contributed to the Company during the quarter ended December 31, 2004. Geologic and other information which PIC has or develops is available to Rowell as an officer of the Company, and he may use such information for the benefit of the Company in determining which leases to buy or sell. Such information is also available to Rowell, without cost, in connection with Rowell's participation in the Leasing Programs. During the 12-year period since fiscal 1991, Trachyte has helped financially support the Company largely due to Rowell's efforts to secure loans from Trachyte for the Company during periodic cash flow difficulties. During such periods, the several transactions with Trachyte have provided the financial means for the Company to pursue commercialization of the Mayfair Project, otherwise the Company would have been unable to pursue this goal. Final plans and final financial arrangements had not been completed for the Mayfair Project as of December 31, 2004. During the period ended December 31, 2004, the Company continued to experience severe cash flow difficulties which have continued into the 2005 fiscal period. Since the Company has been unable to repay any of the loans from Trachyte during the past two fiscal periods, Trachyte has received a demand note from the Company, including interest at 12% per annum, with a principal and interest balance at December 31, 2004 of approximately $264,406. Neither Rowell nor Trachyte received any common stock in exchange for debt forgiveness during the period ended December 31, 2004. Research and Development of the Biofuels Technology Essentially, the Company has two principal businesses. They are its traditional oil and gas exploration and production business that has, during the past 20-years, provided in excess of $13,000,000 to conduct the R&D effort to commercialize its second business, the commercial development of its Biofuels Technology, designed to economically solve the critical problem of disposing of Municipal Waste through the 100% recycle of Municipal Waste into useful products saleable at a profit. Management of the Company believes its R&D efforts have produced trade secret and know-how protection which, in the future, should produce valuable patent protection to the Company's technologies from the Company's long experience and work conducted at its former "Research Center" in Utah. Based on its R&D efforts, the Company believes the Mayfair Project would be the first business to economically produce ethanol transportation fuel from low-cost organic cellulosic materials ("Celmat") consisting of mostly paper products easily harvested from Municipal Waste through new generation enviro-friendly manufacturing plants fed by Municipal Waste, which plants would combine recycling, electric power and ethanol fuel production at several regional biofuels plant sites. The Company further believes that its innovative Biofuels Technology would create a profit generating solution for three major contemporary domestic issues. First, it would provide an opportunity to significantly reduce the volume of Municipal Waste that currently must be landfilled or incinerated. Second, it offers a low-cost method of producing ethanol fuel, the only known commercially viable and publicly accepted renewable low- polluting transportation fuel that the Company believes someday will compete in price at the pump with gasoline. Third, it offers a low-cost method of producing electric power from clean burning lignin fuel. The reason for such optimism is the high Tip Fee currently paid by eastern U.S. municipalities to landfills and to incinerators for the disposal of Municipal Waste. On July 15, 1996, the Company formed Biofuels, Inc. ("Biofuels"), a wholly-owned subsidiary, for the purpose of investing in and developing the Biofuels Technology for the Mayfair Project. This effort was centered on management's belief that a Celmat to ethanol technology could be commercialized, based on the Company's extensive experience at its former research center from 1982 through 1992, and its experience in developing the Mayfair Project with the Scales Group through February 8, 2005. Forward Looking Statements The foregoing discussion in "Management's Discussion and Analysis of Financial Condition and Results of Operation" contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Act") and Section 21E of the Act, which reflect Managements current views with respect to the future events and financial performance. The Company cautions that words used in this document such as "experts", "anticipates", "believes" and "may" as well as similar words and expressions identify and refer to statements describing events that may or may not occur in the future, including among other things, statements relating to anticipated growth and increased profitability, as well as to statements relating to the Company's strategic plan, including plans to develop the Mayfair Project and to selectively acquire other companies. These forward-looking statements and the matters to which they refer to are subject to considerable risks and uncertainties that may cause actual results to be materially different from those described in this document, including, but not limited to future financial performance and future events, competitive pricing for services, costs of obtaining capital as well as national, regional and local economic conditions. Actual results could differ materially from those addressed in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Form 10-QSB report. PART 1 - ITEM 3 CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures. Standard Energy's President and Secretary/Treasurer have evaluated the company's disclosure controls and procedures as of February 8, 2005, and they concluded that these controls and procedures are effective. (b) Changes in Internal Controls. There are no significant changes in internal controls or in other factors that could significantly affect those controls subsequent to February 8, 2005. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. None. Item 3. Defaults On Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Administrative Action. None. Item 6. Exhibits and Reports on Form 8-K, filed during the quarter ended December 31, 2004. Exhibit "31" - Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Exhibit "32" - Certification of Chief Executive and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. SIGNA TURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STANDARD ENERGY CORPORATION (Registrant) By: /s/Dean W. Rowell Dean W. Rowell, President and Chief Financial Officer Date: February 8, 2005 Exhibit 31 CERTIFICATE OF CHIEF EXECUTIVE AND CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Dean W. Rowell, certify that: 1. I have reviewed this quarterly report on Form 10QSB of Standard Energy Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. /s/Dean W. Rowell Dean W. Rowell President, Chief Executive Officer (Chief Financial Officer) and Director Date February 8, 2005 Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Standard Energy (the "Company") on Form 10-QSB for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dean W. Rowell, Chief Executive Officer (Chief Financial Officer) of the Company, certify, pursuant to 18 U.S.C. subsection 1350, as adopted pursuant to subsection 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. /s/Dean W. Rowell Dean W. Rowell President, Chief Executive Officer (Chief Financial Officer) and Director Date February 8, 2005