10QSB: Optional form for quarterly and transition reports of small business issuers
Published on July 9, 2003
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, 2002
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File number 0-30402
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STANDARD CAPITAL CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 91-1949078
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
34-3387 King George Highway
Surrey, British Columbia, Canada V4P 1B7
- ----------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
1 - 604 - 538-4898
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Registrant's telephone number, including area code
N/A
---
(Former name, address, and fiscal year, if changed since last report)
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 practical date: 1,295,000 common shares with a par
value of $0.001 per share as at May 31, 2002.
Transitional Small Business Disclosure Format (Check one): Yes [X] No [ ]
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INDEX
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheet of Standard Capital Corporation (an exploration
stage company) at May 31, 2002 (with comparative figures as at August 31, 2001
and the statement of operations and statement of cash flow for the three and
nine months ended May 31, 2002 and 2001 and for the period from September 24,
1998 (date of incorporation) to May 31, 2002 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, 2002, are not necessarily
indicative of the results that can be expected for the year ending August 31,
2002.
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STANDARD CAPITAL CORPORATION
(Exploration Stage Company)
BALANCE SHEET
May 31, 2002
(with comparative figures at August 31, 2001)
(Unaudited - Prepared by Management)
The accompanying notes are an integral part of these unaudited financial
statements.
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STANDARD CAPITAL CORPORATION
(Exploration Stage Company)
STATEMENT OF OPERATIONS
For the three and nine months ended May 31, 2002 and 2001, and
for the period from September 24, 1998 (Date of Inception)
to May 31, 2002
(Unaudited - Prepared by Management)
The accompanying notes are an integral part of these unaudited financial
statements.
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STANDARD CAPITAL CORPORATION
(Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the nine months ended May 31, 2002 and 2001 and for the period from
September 24, 1998 (Date of Inception) to May 31, 2002
(Unaudited - Prepared by Management)
The accompanying notes are an integral part of these unaudited financial
statements.
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STANDARD CAPITAL CORPORATION
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002
(Unaudited - Prepared by Management)
1. ORGANIZATION
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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 cash.
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
-------------
On May 31, 2002, the Company had a net operating loss carry forward of
$48,196. The tax benefit of $14,459 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 2022.
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 preferred share rights unless the exercise
becomes antidilutive and then only the basic per share amounts are shown in
the report.
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STANDARD CAPITAL CORPORATION
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002
(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 (Note 3) are unknown and therefore any estimate of any future cost
cannot be made.
Mineral 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 provided.
Statement of Cash Flows
-------------------------
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
Financial Instruments
----------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair value.
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.
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STANDARD CAPITAL CORPORATION
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2002
(Unaudited - Prepared by Management)
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 24, 2003. The Company funded a physical work program in
January 2002 in order to renew these claims. The costs of staking and
filing have been expensed.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Officers-directors, and their controlled entities, have acquired 7.8% of
the outstanding common stock and have made no interest, demand loans of
$14,426 to the Company, and have made contributions to capital of $15,750
by the payment of Company expenses.
5. 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.
.
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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 and to maintain the
Standard claim in good standing on an annual basis and prepare the filings of
reports to the United States Securities and Exchange Commission (the "SEC") as
required. Due to a lack of working capital, Standard is deficient in its
filing of reports to the SEC. Management is currently attempting to rectify
this situation.
LIQUIDITY AND CAPITAL RESOURCES
Standard has had no revenue since inception and its accumulated deficit is
$48,196. To date, the growth of Standard has been funded by the sale of shares
and advances by its director and President 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 $10,200 will be required over the next
twelve months to pay for such expenses as bookkeeping, auditing, filing fees,
exploration activities on the Standard claim and payments to the transfer agent.
The above noted figure does not include amounts owed to creditors in the amount
of $14,848 as at May 31, 2002. If all debts, other than amounts owed to related
parties, are settled during the next twelve months Standard will need
approximately $25,000. At present Standard does not have these funds and would
be required to either sell shares in its capital stock or obtain further
advances from its directors and officers. Standard's future operations and
growth is dependent on its ability to raise capital for expansion and to seek
revenue sources.
RESULTS OF OPERATIONS
On January 24, 2002, a Mine Technologist completed a report regarding work done
on the Standard claim between January 18 and 21, 2002.
The Standard claim was staked to encompass prospective ground in the Fergusson
Creek drainage basin. The Fergusson Creek bisects the claim block in the
northeast corner of the claim. The objective of this physical work program is
to lay out a sampling grid system in preparation for a geochemical soils
sampling program. A total budget of $2,133 was expended to lay out
approximately 9,700 feet of sampling grid.
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The Standard claim was located and staked on January 24, 1999 by the four post
staking method and 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 I 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.
Assessment work filed with B.C. Minfile documents the immediate claim area being
prospected. Trenching and underground exploration work was completed on
adjacent ground. Two zones of mineralization were identified. Assays from this
sheared vein structures ranged from 8.7 g/t to 28.2 g/t gold over variable
widths of 10 cm to 80 cm.
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 are listed below.
1. Standard's auditors indicated there may be a going concern problem and
Standard may not be able to achieve its objectives.
The auditors have issued a going concern opinion in their opinion attached to
the audited financial statements for the year ended August 31, 2001. This means
there is substantial doubt on the part of the auditors where Standard can
continue its operations for the next twelve months based on its financial status
as at the year-end. If its President and director is unwilling to continue
to advance Standard money, Standard will need to raise money necessary for the
exploration of the Standard claim, or else it might have to cease operations.
Without the ability to explore the Standard claim, Standard will not be able to
achieve its objectives set 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:
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- - Make a suitability determination prior to selling a penny stock to the
purchaser;
- - 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 loses continue Standard will have to
suspend operations 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 $48,196.
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 two employees, its President, Del Thachuk and
Secretary Treasurer, Mary Anne Thachuk. Neither of these two individuals work
full time for Standard since they have other job commitments. 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 but he does not have a
geological background. Mary Anne Thachuk has 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
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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.
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.
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 small company without much capital which might limit it
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 loss his or
her entire investment.
13. Investment in Standard's common shares
An investment in the common shares of Standard is a speculative venture and an
investor must realize that the shares are considered to be a high risk
investment. An investor who cannot afford to loss their entire investment in
Standard's shares should not consider an investment in Standard. The purchase
of shares in Standard is not for widows and orphans.
14. Standard will have difficulty attracting mining personnel
Being a small company with only one mineral property might prove difficult for
Standard to attract mining personal to work on the Standard claim. Many
consultants and workers want to be associated with companies who 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
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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.
15. Standard may never be able to refining 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.
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
There has been, since inception, no meeting of securities holders.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
1. Certificate of Incorporation, Articles of Incorporation and By-laws
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)
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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 President Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.1 Certification of the Secretary Treasurer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
None
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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)
Date: July 8, 2003 /s/ "E. Del Thachuk"
------------------------
E. Del Thachuk
President and Director
Date: July 8, 2003 /s/ "Mary Anne Thachuk"
--------------------------
Mary Anne Thachuk
Secretary Treasurer
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CERTIFICATIONS
I, E. Del Thachuk, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Standard Capital
Corporation ("Standard");
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 Standard as of, and for, the periods presented in this quarterly
report;
4. Standard's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for Standard and have :
(a) Designed such disclosure controls and procedures to ensure that
material information relating to Standard is made known to us by
others within it, particularly during the period in which this
quarterly report is being prepared;
(b) Evaluated the effectiveness of Standard's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation date;
5. Standard's other certifying officer and I have disclosed, based on our most
recent evaluation, to Standard's auditors and Standard's board of
directors:
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect Standard's ability to record,
process, summarize and report financial data and have identified for
Standard's auditors any material weaknesses in internal controls, and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Standard's internal controls;
and
6. Standard's other certifying officer and I have indicated in this quarterly
report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date July 8, 2003:
/s/ "E. Del Thachuk"
- ------------------------------------
E. Del Thachuk
President and Director
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CERTIFICATIONS
I, Mary Anne Thachuk, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Standard Capital
Corporation ("Standard");
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 Standard as of, and for, the periods presented in this quarterly
report;
4. Standard's other certifying officer and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-14 and 15d-14) for Standard and have :
(a) Designed such disclosure controls and procedures to ensure that
material information relating to Standard is made known to us by
others within it, particularly during the period in which this
quarterly report is being prepared;
(b) Evaluated the effectiveness of Standard's disclosure controls and
procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation date;
5. Standard's other certifying officer and I have disclosed, based on our most
recent evaluation, to Standard's auditors and Standard's board of
directors:
(a) All significant deficiencies in the design or operation of internal
controls which could adversely affect Standard's ability to record,
process, summarize and report financial data and have identified for
Standard's auditors any material weaknesses in internal controls, and
(b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in Standard's internal controls;
and
6. Standard's other certifying officer and I have indicated in this quarterly
report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation including any corrective actions
with regard to significant deficiencies and material weaknesses.
Date July 8, 2003:
/s/ "Mary Anne Thachuk"
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Mary Anne Thachuk
Secretary Treasurer
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