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, 2005
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 21, 2006: 187,536,974 shares
of $0.01 par value Common Stock.
DOCUMENTS INCORPORATION BY REFERENCE:
None
1
FORM 10-QSB
Financial Statements and Schedules
STANDARD ENERGY CORPORATION
For nine months Ended December 31, 2005
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, 2005 and March 31, 2005.............. 3
Consolidated Statements of Operations -
For the three and nine months
ended December 31, 2005 and 2004............... .. 5
Consolidated Statements of Cash Flows -
For the three and nine months ended
ended December 31, 2005 and 2004.................. 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................................. 9
Financial Condition................................... 11
Plan of Operation..................................... 12
Inflation............................................. 13
Recent Accounting Pronouncements...................... 13
Government Regulations................................ 13
Off-Balance Sheet Arrangements..........................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
2
PART I - ITEM 1
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
December 31 March 31
2005 2005
(Unaudited)
CURRENT ASSETS
Cash and Cash Equivalents $ 9,343 $ 6,592
Marketable Securities 184,906 0
Total Current Assets 194,249 6,592
PROPERTY AND EQUIPMENT, net 62,009 8,572
OTHER ASSETS
Cash surrender value - life insurance 8,807 8,807
Oil and gas leases held for resale 51,954 42,043
Pledged drilling bonds 25,000 25,000
Total Other Assets 85,761 75,850
TOTAL ASSETS $ 342,019 $ 91,014
The accompanying notes are an integral part of these consolidated financial
statements.
3
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
December 31 March 31
2005 2005
(Unaudited)
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 34,802 $ 33,945
Revolving lines of credit 82,978 75,664
Notes payable current portion 3,712 3,712
Notes payable - related party 14,172 7,497
Total Current Liabilities 135,664 120,818
LONG TERM DEBT
Note payable 2,165 4,947
Total Long Term Debt 2,165 4,947
Total Liabilities 137,829 125,765
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,
187,536,974 and 150,036,974 shares
issued and outstanding, respectively 1,875,369 1,500,369
Additional paid-in capital 7,923,391 8,011,073
Treasury stock (83,253) (83,253)
Accumulated other comprehensive loss (19,943) 0
Accumulated deficit (9,491,374) (9,462,940)
Total Stockholders' Equity (Deficit) 204,190 (34,751)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 342,019 $ 91,014
The accompanying notes are an integral part of these consolidated financial
statements.
4
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the For the
Nine Months Nine Months
Ended Ended
December 31, December 31,
2005 2004
REVENUES
Oil and gas services $ 3,402 $ 3,900
Oil production 67,528 53,783
Total Revenues 70,930 57,683
EXPENSES
Oil and gas activities 3,613 3,368
Oil abd gas leasehold activities 0 240
Depreciation, depletion and amortization 2,745 2,745
Biofuels project costs 48,105 39,575
General and administrative 44,827 43,879
Total Expenses 99,290 89,807
OPERATING LOSS (28,360) (32,124)
OTHER INCOME (EXPENSE)
Interest and other income 1,608 7,083
Gain on sale of marketable securities 5,473 0
Interest expense (7,155) (20,349)
Total Other Income (Expense) (74) (13,266)
NET LOSS (28,434) (45,390)
Other Comprehensive Loss (19,943) 0
Total Comprehensive Loss $ (48,377) $ (45,390)
BASIC LOSS PER SHARE OF COMMON STOCK $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 172,400,610 120,840,810
The accompanying notes are an integral part of these consolidated financial
statements.
5
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the For the
Three Months Three Months
Ended Ended
December 31, December 31,
2005 2004
REVENUES
Oil and gas services $ 0 $ 1,650
Oil production 30,931 21,451
Total Revenues 30,931 23,101
EXPENSES
Oil and gas activities 1,204 932
Depreciation, depletion and amortization 915 914
Biofuels project costs 18,651 13,553
General and administrative 15,626 15,525
Total Expenses 36,396 30,924
OPERATING INCOME (LOSS) (5,465) (7,823)
OTHER INCOME (EXPENSE)
Interest and other income 1,316 142
Gain on sale of marketable securities 5,473 0
Interest expense (2,324) (6,717)
Total Other Income (Expense) 4,465 (6,575)
NET INCOME LOSS $ (1,000) $ (14,398)
Other Comprehensive Loss (19,943) 0
Total Comprehensive Loss $ (20,943) $ (14,398)
BASIC LOSS PER SHARE OF COMMON STOCK $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING 187,536,974 120,852,191
The accompanying notes are an integral part of these consolidated financial
statements.
6
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,
2005 2004
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (28,434) $ (45,390)
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
Changes in assets and liabilities:
Increase in accounts payable
and accrued expenses 857 0
(Decrease) in deferred lease income 0 0
Net Cash Provided by (Used by)
Operating Activities 12,668 (5,145)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash Value - Life Insurance 0 0
Increase in Marketable Securities (204,849) 0
Increase in oil and gas properties (9,911) 0
Net cash flows provided by investing (214,760) 0
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issuance 0 1,000
Payments on notes payable - related party (35,970) (36,586)
Proceeds from notes payable - related party 42,644 29,000
Net change to lines of credit & notes payable 4,534 12,702
Contributed capital 193,635 0
Net Cash Provided by
Financing activities 204,843 6,116
NET INCREASE (DECREASE) IN CASH 2,751 971
CASH AT BEGINNING OF PERIOD 6,592 917
CASH AT END OF PERIOD $ 9,343 $ 1,888
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 100 $ 1,735
Income Taxes 0 0
NON CASH INVESTING AND FINANCING ACTIVITIES:
Contributed capital for services rendered
by an officer 37,500 $ 37,500
Issued 37,500,000 common shares for land 56,183 0
The accompanying notes are an integral part of these consolidated financial
statements.
7
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2005
(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,
2005 Annual Report on Form 10-KSB. Operating results for the nine months
ended December 31, 2005 are not necessarily indicative of the results that
may be expected for the year ending March 31, 2006.
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 changing
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.
8
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company's principal business is, and historically has been, the
acquisition of unproven oil and gas leaseholds, primarily with the intent
of reselling such leaseholds to third-parties. Historically, the Company
has acquired primarily federal oil and gas leaseholds through the BLM
leasing program. The Company also obtains leases through purchases in
competitive bidding programs offered by various state agencies, principally
the States of Utah and Wyoming.
Fundamentally, the Company has three principal businesses. They are
its traditional oil and gas lease activities, its producing and non-
producing royalty holdings and its Biofuels Project.
During the 2006 fiscal period, the Company continues to research and
develop its biofuels technologies for the recycle of ordinary MSW, garbage,
trash, paper and plastic material streams 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.
As a result of its R&D efforts management believes that the Company
has developed what appears to be a commercial application of its "Biofuels
Technology" for the future recovery of inorganic materials and Celmat from
the recycle of "Municipal Waste" ("Biofuels Project"). A Biofuels 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.
There can be no assurance that the required capital will be available
to construct a Biofuels 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 a Biofuels Project. Expenses incurred for a Biofuels
Project would be accounted for under line item "Biofuel Project Costs".
Results of Operations
The Company realized revenues of approximately $71,000 for the nine-
month period ended December 31, 2005, compared with approximately $58,000
for the corresponding period ended December 31, 2004. Cash requirements
during the period were obtained from a combination of internally generated
cash flow from operations, loans, asset sales, and the sale of Rule 144
investment stock to private individuals.
9
Revenues from the sale of the Company's oil and gas lease services
were approximately $3,400 for the nine-month period ended December 31,
2005, compared with approximately $3,900 for the corresponding period ended
December 31, 2004. 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 $67,500 for the nine-month period ended
December 31, 2005, compared to approximately $53,800 for the corresponding
period ended December 31, 2004. Oil production revenues are up as a result
of world crude oil and natural gas price fluctuations.
The Company incurred expenses related to its oil and gas activities
were approximately $3,600 for the nine-month period ended December 31,
2005, compared to approximately $3,400 for the comparable period ended
December 31, 2004. General and administrative expense for the fiscal month
period ended December 31, 2005 were approximately $44,800, compared to
approximately $43,900 for the comparable period ended December 31, 2004.
These low figures reflect the Company's basic inactivity in its oil and gas
sector.
During the previous two year period all of the Company's R&D costs
were expensed under line item General and Administrative expense. During
the 2005 fiscal period, the Company created a line item for R&D costs to
better distinguish expenses between general and administrative expenses and
the expenses related to its various biofuels plant projects. These costs
are being accounted for under line item "Biofuel Project Costs" and were
$18,600 for the three-month period ended December 31, 2005, compared to
$13,500 for the comparable period ended December 31, 2004.
The Company's net loss for the nine-month period ended December 31,
2005 was approximately ($28,400), compared to a net loss of approximately
($45,390) for comparable 2005 nine-month period and it expects to operate
at a loss for the 2006 fiscal period, due to continued R&D costs incurred
for a Biofuels Project, and costs related to its oil and gas business.
Biofuel Project costs when appropriate will be accounted for under line
item "Biofuel Project Costs".
The Company does not expect to realize significant cash flows from its
oil and gas activities during fiscal 2006, nor does it expect significant
leasehold sales in the foreseeable future, as the domestic oil industry
activity continues to change due to uncertain world crude oil and natural
gas prices.
The Company has available at March 31, 2005, unused tax operating loss
carry forward of approximately $2,002,000 that may be applied against
future taxable income through 2025. 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.
10
Financial Condition
Management continues to explore additional financing alternatives for
ongoing and future operations of the Company. There is no assurance that
the efforts of management to locate and secure additional financing will be
successful, and the failure to secure a Biofuels Project financing would
substantially alter management's assumptions as herein presented.
Revenue increased in the Company's overall oil and gas lease royalties
are related to effects of the worldwide increase of crude oil prices.
The Company had limited participation in the Leasing Programs for the
nine-month period ended December 31, 2005, except through its participation
agreements with certain unrelated third parties on a limited basis. The
Company presently has limited funds available to participate in the Leasing
Programs. The Company's limited ability to participate in the BLM's leasing
program and to obtain oil and gas leaseholds for resale due to a lack of
funds could continue to effect its future operations.
The Company's most significant assets are its oil and gas production
income, its oil and gas leaseholds held for resale, approximating 8,931 net
acres at February 21, 2006, including leaseholds acquired under its
unrelated third-party agreements and its plan for the full development of a
Biofuels Project.
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 a Biofuels 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.
11
For the nine-month period ended December 31, 2005, Dean W. Rowell, the
President of the Company, continues to secure and guarantee loans for the
Company: (1) He has guaranteed one credit card up to approximately $83,000
with an outstanding balance of approximately $83,000 at the end of the
period, currently in default, and (2) he continues to loan the Company
funds through his 100% owned privately-held Utah corporation, Trachyte with
an outstanding loan balance of $14,171 for the period ended December 31,
2005. 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 party".
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 and contribute the value of an assumed salary of
$50,000 per year to additional paid in capital. 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 a Biofuels
Project. Without such additional contributions by Mr. Rowell the Company
would have been unable to pursue these goals. Final plans and final
financial arrangements had not been completed for a Biofuels Project at
February 21, 2006.
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 a Biofuels 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 a Biofuels
Project into three 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.
5. Continue to receive royalty income through Company owned
overriding royalty interests.
12
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.
Off-Balance Sheet Arrangements
There are currently no off-balance sheet arrangements.
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 February 21, 2006, Mr. Rowell
beneficially owned approximately 65% 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.
13
Transactions with Management and Others
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 fourteen 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 a
Biofuels Project, otherwise the Company would have been unable to pursue
this goal. Final plans and final financial arrangements had not been
completed for a Biofuels Project as of February 21, 2006.
During the nine-month period ended December 31, 2005, the Company
continued to experience severe cash flow difficulties which have continued
into the 2006 fiscal period. Since the Company has been unable to repay all
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, 2005 of
approximately $14,171.
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 a Biofuels 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 a
Biofuels Project.
During December, 2005 Trachyte sold to Standard Energy two oil and gas
Utah State leases totaling approximately 951 acres at approximately $9,911
for both leases. Also, Trachyte sold a third lease to Delta Petroleum
Corporation, an unrelated third party, and contributed $193,635 of the
revenue from that transaction to Standard Energy.
Research and Development of the Biofuels Technology
Essentially, the Company has three principal businesses. They are its
traditional oil and gas activities, its royalty holdings and its Biofuels
Project. They have, 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.
14
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 Biofuels 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 today is competitive 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 for the disposal of Municipal Waste.
Forward Looking Statements
The forgoing 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 a Biofuels 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.
15
PART 1 - ITEM 3
CONTROL AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the
participation of Management, as of a date within 90 days of the filing date
of this Quarterly Report on Form 10-QSB, the Company's principal executive
officer and principal financial officer have concluded that the Company
disclosures controls and procedures (as defined in Rule 13a-14(c) and 25d-
14(c) and 15d-14(c) under the Securities Act of 1934, are effective to
ensure the information required to be disclosed in reports that the Company
file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time specified in SEC rules and forms.
(b) Changes in Internal Controls
There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the date of their evaluation. There were no significant
deficiencies or material weaknesses, and therefore there were no corrective
actions taken. However, the design of any system of controls is based on
part upon certain assumptions about the likelihood of future events and
there is no certainty that any design will succeed in achieving its stated
goal under all potential future considerations, regardless of how remote.
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. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K, filed during the
quarter ended December 31, 2005.
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.
16
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 21, 2006
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;
17
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 21, 2006
18
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, 2005 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 21, 2006
19