19
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, 2005
--------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from to
Commission File number 0-25707
-------
STANDARD CAPITAL CORPORATION
------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 91-1949078
-------- --------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2429 - 128th Street, Surrey, British Columbia, Canada, V4A 3W2
-----------------------------------------------------------------
(Address of principal executive offices)
1 - 604 - 538-4898
----------------------
(Issuer's telephone number)
N/A
---
(Former name, former address, and former fiscal year, if changed
since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
May 31, 2005: 1,295,000 common shares
Transitional Small Business Disclosure format (Check one): Yes [ ] No [X]
-1-
INDEX
PAGE
NUMBER
-----------
PART 1.. . . . FINANCIAL INFORMATION
ITEM 1.. .Financial Statements (unaudited) 3
Balance Sheet as at May 31, 2005 and August 31, 2004 . . 4
Statement of Operations
For the three and nine months ended May 31, 2005 and
2004 and for the period September 24, 1998
(Date of Inception) to May 31, 2005 . . . . . . . . 5
Statement of Cash Flows
For the nine months ended May 31, 2005 and 2004
and for the period September 24, 1998 (Date of
Inception) to May 31, 2005. . . . . . . . . . . 6
Notes to the Financial Statements. . 7
ITEM 2.. Management's Discussion and Analysis or Plan of Operations 11
ITEM 3.. Controls and Procedures 16
PART 11. . .. OTHER INFORMATION 16
ITEM 1.. Legal Proceedings 16
ITEM 2.. Changes in Securities and Use of Proceeds 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 and Reports on Form 8-K 17
SIGNATURES.. . 18
-2-
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheet of Standard Capital Corporation (a
pre-exploration stage company) at May 31, 2005 (with comparative figures as at
August 31, 2004) and the statement of operations for the three and nine months
ended May 31, 2005 and 2004 and the statement of cash flows for the nine months
ended May 31, 2005 and 2004 and for the period from September 24, 1998 (date of
incorporation) to May 31, 2005 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, 2005, are not necessarily
indicative of the results that can be expected for the year ending August 31,
2005.
-3-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
BALANCE SHEETS
May 31, 2005
(with comparative figures at August 31, 2004)
(Unaudited - Prepared by Management)
MAY 31 AUGUST 31
2005 2004
------------ -------------
ASSETS
CURRENT ASSETS
Bank. . . . . . . . . . . . . . . . . . . . . . . . . $ 22 $ 68
------------ -------------
$ 22 $ 68
============ =============
LIABILITIES
Accounts payable - related party . . . . . . . . . . $ 28,303 25,163
Accounts payable and accrued liabilities . . . . . . 45,635 38,939
------------ -------------
73,938 64,102
------------ -------------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value, 1,295,000 shares issued and outstanding. 1,295 1,295
Capital in excess of par value. . . . . . . . . . . . 30,105 26,955
Deficit accumulated during the exploration stage. . . (105,316) (92,284)
------------ -------------
Total Stockholders' Equity (deficiency) . . . . (73,916) (64,034)
------------ -------------
$ 22 $ 68
============ =============
The accompanying notes are an integral part of these unaudited financial
statements.
-4-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
STATEMENTS OF OPERATIONS
For the three and nine months ended May 31, 2005 and 2004 and for the period
from
September 24, 1998 (Date of Inception) to May 31, 2005
(Unaudited - Prepared by Management)
FOR THE FOR THE FOR THE FOR THE DATE OF
THREE THREE NINE NINE INCEPTION
MONTHS MONTHS MONTHS MONTHS TO
ENDED ENDED ENDED ENDED MAY
MAY 31, MAY 31, MAY 31, MAY 31, 31,
2005 2004 2005 2004 2005
- ------------------------------------- -------------- -------------- ---------------
SALES . . . . . . . . . . . . . . . . $ - $ - $ - $ - $ -
-------------- -------------- --------------- ---------------- ----------------
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit . . . . . . 1,250 1,250 3,750 3,800 34,650
Annual General Meeting costs . . - - - 1,000 1,551
Bank charges and interest. . . . 19 22 56 85 1,582
Consulting fees. . . . . . . . . - - - 2,500 2,500
Edgar filing fees. . . . . . . . 250 250 750 840 5,779
Filing fees - SEC. . . . . . . . - 129 - 229 404
Geological report. . . . . . . . - - - 1,000 2,780
Incorporation costs. . . . . . . - - - - 255
Legal fees . . . . . . . . . . . - - - - 487
Management fees. . . . . . . . . 600 600 1,800 1,800 16,200
Miscellaneous. . . . . . . . . . 60 - 60 60 1,660
Office expenses. . . . . . . . . - 117 14 322 1,566
Rent . . . . . . . . . . . . . . 300 300 900 900 8,100
Staking and exploration costs. . - - 3,070 1,778 9,856
Telephone. . . . . . . . . . . . 150 150 450 450 4,050
Transfer agent's fees. . . . . . 1,554 1,446 2,182 1,872 11,437
Travel and entertainment . . . . - 2,082 - 2,082 2,459
-------------- -------------- --------------- ---------------- ----------------
NET LOSS. . . . . . . . . . . . . . . $ (4,183) $ (6,346) $ (13,032) $ (18,718) $ (105,316)
============== ============== =============== ================ ================
NET LOSS PER COMMON SHARE
Basic. . . . . . . . . . . . . . $ - $ - $ .01 $ .01
============== ============== =============== ================
AVERAGE OUTSTANDING SHARES
Basic. . . . . . . . . . . . . . 1,295,000 1,295,000 1,295,000 1,295,000
============== ============== =============== ================
The accompanying notes are an integral part of these unaudited financial
statements.
-5-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
STATEMENTS OF CASH FLOWS
For the nine months ended May 31, 2005 and 2004 and for the period from
September 24, 1998 (Date of Inception) to May 31, 2005
(Unaudited - Prepared by Management)
FOR THE NINE FOR THE NINE DATE OF
MONTHS MONTHS INCEPTION
ENDED ENDED TO
MAY 31, MAY 31, MAY 31,
2005 2004 2005
--------------- -------------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . $ (13,032) $ (12,372) $ (105,316)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Changes in assets and liabilities:
Accounts payable . . . . . . . . 6,696 6,149 45,635
Accounts payable - related party 3,140 4,000 28,303
Capital contributions - expenses 3,150 2,100 28,350
--------------- -------------- --------------
Net Cash from Operations. . (46) (123) (3,028)
--------------- -------------- --------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance of
common stock. . . . . . . . - - 3,050
--------------- -------------- ---------------
- - 3,050
--------------- -------------- --------------
Net (decrease) increase in Cash . . . (46) (123) 22
Cash at Beginning of Period . . . . . 68 131 -
--------------- -------------- ---------------
CASH AT END OF PERIOD . . . . . . . . $ 22 $ 8 $ 22
=============== ============== ==============
The accompanying notes are an integral part of these unaudited financial
statements.
-6-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2005
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on
September 24, 1998 with the authorized common stock of 25,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties. At the report date mineral claims, with unknown
reserves, had been acquired. The Company has not established the existence
of a commercially minable ore deposit and therefore has not reached the
development stage and is considered to be in the pre-exploration stage (see
note 3).
The shareholders, at the Annual General Meeting held on February 20, 2004,
approved an amendment to the Certificate of Incorporation whereby the
authorized share capital of the Company would be increased from 25,000,000
common shares with a par value of $0.001 per share to 200,000,000 common
shares with a par value of $0.001 per share.
The Company has completed one Regulation D offering of 1,295,000 shares of
its capital stock for $3,050.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
-------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
-------------
The Company utilizes the liability method of accounting for income taxes.
Under the liability method deferred tax assets and liabilities are
determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax
rates and laws that will be in effect, when the differences are expected to
be reversed. An allowance against deferred tax assets is recorded, when it
is more likely than not, that such tax benefits will not be realized.
On May 31, 2005, the Company had a net operating loss carry forward of
$105,316. The tax benefit of $31,595 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 2025.
-7-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2005
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Environmental Requirements
---------------------------
At the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
Basic and Diluted Net Income (loss) Per Share
----------------------------------------------------
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common and common equivalent shares outstanding as if shares had been
issued on the exercise of the common share rights unless the exercise
becomes antidulutive and then only the basic per share amounts are shown in
the report.
Unproven Mining Claim Costs
------------------------------
Cost of acquisition, exploration, carrying and retaining unproven
properties are expensed as incurred.
Financial and Concentration Risk
-----------------------------------
The Company does not have any concentration or related financial credit
risk.
Revenue Recognition
--------------------
Revenue is recognized on the sale and delivery of product or the completion
of services.
Estimates and Assumptions
---------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with accounting principles generally accepted in the United
States of America. Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
-8-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2005
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Financial Instruments
---------------------
The carrying amounts of these financial instruments, including cash and
accounts payable, are considered by management to be their estimated fair
value due to their short term maturities.
Recent Accounting Pronouncements
----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. AQUISITION OF MINERAL CLAIM
The Company acquired one 18 unit metric claim known as the Standard claim
situated within the Bridge River gold camp near the town of Gold Bridge,
160 kilometres north of Vancouver, British Columbia, with an expiration
date of February 23, 2006. The claims may be extended for one year by the
payment of $3,600 Cdn or an equivalent amount of dollars in work on the
Standard claim plus a filing fee of $180 Cdn.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
Officers-directors, and their controlled entities, have acquired 15% of the
outstanding common stock and have made no interest, demand loans of $28,303
to the Company, and have made contributions to capital of $28,350 by the
payment of Company expenses.
5. AMENDMENT TO CERTIFICATE OF INCORPORATION
The shareholders, at the Annual General Meeting held on February 20, 2004,
approved an amendment to the Certificate of Incorporation whereby the
authorized share capital of the Company would be increased from 25,000,000
common shares with a par value of $0.001 per share to 200,000,000 common
shares with a par value of $0.001 per share.
6. STOCK OPTION PLAN
At the Annual General Meeting held on February 20, 2004, the shareholders
approved a Stock Option Plan (the "Plan") whereby a maximum of 5,000,000
common shares were authorized but unissued to be granted to directors,
officers, consultants and non-employees who assisted in the development of
the Company. The value of the stock options to be granted under the Plan
will be determined on the fair market value of the Company's shares when
they are listed on any established stock exchange or a national market
system at the closing price as at the date of granting the option. No stock
options have been granted under this Plan.
-9-
STANDARD CAPITAL CORPORATION
(A Pre-exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 2005
(Unaudited - Prepared by Management)
7. GOING CONCERN
The Company will need additional working capital to service its debt and
for its planned activity, which raises substantial doubt about its ability
to continue as a going concern. Continuation of the Company as a going
concern is dependent on obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding, and long term
financing, and payment of Company expenses by its officer, which will
enable the Company to operate for the coming year.
-10-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
The following discussion should be read in conjunction with the information
contained in the financial statements of Standard Capital Corporation
("Standard") and the notes which form an integral part of the financial
statements which are attached hereto.
The financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Standard presently has minimal day-to-day operations; mainly comprising the
maintaining of the Standard claim in good standing on an annual basis and
preparing the various reports to be filed with the United States Securities and
Exchange Commission (the "SEC") as required.
LIQUIDITY AND CAPITAL RESOURCES
Standard has assets of $22, being cash on hand, on its balance sheet as at May
31, 2005. Standard had accounts payable of $45,635 and accounts payable,
related party of $28,303. The amounts owed to third party creditors are $8,400
to the auditors, $18,040 to the accountant, $8,907 to the transfer agent, $2,605
to the geologist, $3,500 for preparation of the Preliminary Proxy Statement to
the SEC, $3,223 for travel and other Company expenses and $960 for office
expenses.
Standard will require the following funds over the next twelve months to meet
its current obligations and satisfy cash requirements that will allow it to
remain in operation.
Estimated expenses Amount
------------------------------------- ---------
Auditing and accounting . . . . . . . (i) $ 6,650
Bank charges. . . . . . . . . . . . . 100
Edgar filing fees . . . . . . . . . (ii) 1,000
Filing fees . . . . . . . . . . . (iii) 300
Legal . . . . . . . . . . . . . . . (iv) 10,000
Miscellaneous . . . . . . . . . . . (v) 2,000
Office. . . . . . . . . . . . . . . (vi) 1,000
Property maintenance. . . . . . . (vii) 3,100
Transfer agent fees . . . . . . . . (viii) 2,600
Travel. . . . . . . . . . . . . . . (ix) 2,000
-------
28,750
Add: Accounts payable at May 31, 2005 45,635
---------
Total cash requirements . . . . . . . $ 74,385
=========
i) The Company must pay the accountant for the preparation of working papers
and financial statements for submission to the auditors and the auditors for
their year-end audit and quarterly reviews of the financial statements:
Forms to be filed Auditors Accountant Total
---------------------- --------- ----------- --------
Form 10-KSB - August . $ 1,900 $ 1,000 $ 2,900
Form 10-QSB - November 500 750 1,250
Form 10-QSB - February 500 750 1,250
Form 10-QSB - May. . . 500 750 1,250
--------- ----------- --------
Total. . . . . . . . . $ 3,400 $ 3,250 $ 6,650
========= =========== ========
-11-
ii) Standard has estimated a charge of approximately $1,000 for filing the
above Form 10-QSB's and Form 10-KSB on Edgar.
iii) The Company pays $199 annually to the Company Corporation located in
the State of Delaware to act as its registered agent. Franchise tax is owed to
the State of Delaware in the amount of $60 annually. An overaccrual has been
made in case of other unexpected charges.
iv) The estimate for the legal costs associated with the Form SB-2 are
$10,000.
v) Estimate of other expenses that might be incurred, but do not fall into
any of the other categories.
vi) Office expenses comprise photocopying, fax and delivery charges.
vii) Property maintenance fees of $200 Cdn per unit for 18 units plus a
filing fee of $180, for a total of $3,780 Cdn or $3,100 US.
viii) Transfer agent fees consist of an annual fee of $1,200 plus charges
for stock transfers and other services. Interest charges on the balance
outstanding are approximately $1,200 per year.
ix) Travel expenses of $2,000 are estimated for the year.
Standard has had no revenue since inception and its accumulated deficit is
$105,316. At present Standard does not have the funds to pay for the required
expenses over the next year, so it would be required to either sell shares in
its capital stock or obtain further advances from its director.
To date, the growth of Standard has been funded by the sale of shares and
advances by its director in order to meet the requirements of filing with the
SEC and maintaining the Standard claim in good standing.
The plan of operations during the next twelve months will be to maintain the
Standard claim in good standing with the Province of British Columbia and meet
its filing requirements. Presently Standard does not have the funds to
consider any additional mineral claims. Management is considering the raising
of additional funds through the sale of shares but no decision as to the price
and number of shares to be issued has been decided upon.
Standard's future operations and growth is dependent on its ability to raise
capital for expansion and to seek revenue sources.
RESULTS OF OPERATIONS
The Standard claim
The Standard claim is located in the Bridge River gold camp near the town of
Gold Bridge, 160 kilometres north of Vancouver, British Columbia. The Standard
claim has had sufficient work and cash expended on it to maintain it in good
standing with the Ministry of Energy and Mines until February 23, 2006.
Historical summary of the Standard claim
The Standard claim was located and staked on January 24, 1999 by the four post
staking method and, as mentioned above, is presently in good standing. This
mineral claim consists of 18 units totaling 450 hectares with an area 2 miles
south by 1 mile west.
-12-
The Legal Corner Post is located approximately 2 miles southeast of the Village
of Bralorne and on the north side of Fergusson Creek. Access to the Standard
claim is by snowmobile part way up the Fergusson Creek access trail to the 5,800
feet elevation and approximately 1 mile up Fergusson Creek.
The claim boundary is characterized by extreme topographical conditions.
Sub-alpine scrub alder and hemlock trees grow at the creek elevations and rock
outcropping exposure is good along peaks and ridges in the east half of the
canyon. The winters are cold with generally high snowfall accumulations and
summers are hot and dry.
Standard has undertaken no product research and development since inception.
Management has no plans to purchase or sell any plant or significant equipment
in the foreseeable future. In addition, Standard does not expect a significant
change in the number of employees.
There are certain risk factors regarding Standard's operation, which might
affect the outcome of its ability to operate in the future. These are listed
below.
1. Standard's auditors are concerned about it continuing as a going concern
and whether it will be able to achieve its objectives.
The auditors stated in their opinion, attached to the audited financial
statements for the year ended August 31, 2004, a concern as to whether Standard
will continue as a going concern. There is substantial doubt on the part of the
auditors whether Standard can continue its operations for the next twelve months
based on its financial condition as at the year-end. If the director is
unwilling to continue to advance Standard money, and Standard is unable to raise
money for the exploration of the Standard claim, it might lose the claim.
Without the ability to explore the Standard claim, Standard will not be able to
achieve its objectives as set forth by management.
2. Penny stock rules may make buying or selling of Standard's shares
difficult.
Trading in Standard's shares will, when a quotation is obtained on the OTC
Bulletin Board, be subject to the "Penny Stock" rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends Standard's shares to
persons other than prior investors and accredited investors, must prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure explaining the penny stock
market and the risks associated with trading in the penny stock market. In
addition, broker-dealers must disclose commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities they offer. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
Standard's shares, which could severely limit their market price and liquidity
of Standard's shares. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the SEC's regulations concerning the
transfer of penny stock. These regulations require broker-dealers to:
- - Make a suitability determination prior to selling a penny stock to the
purchaser;
- - 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".
-13-
3. Standard lacks an operating history and has losses which are expected to
continue into the future. If the losses continue Standard will have to
suspend or cease operations.
Standard was incorporated on September 24, 1998 and has not realized any revenue
to date. It has no operating history upon which an evaluation of its future
success or failure can be made. The net loss since inception is $105,316.
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 has four employees, its President, Del Thachuk, Secretary
Treasurer, Mary Anne Thachuk, Gordon Brooke, Chief Accounting Officer and Al
Ibsen, Chief Financial Officer. None of these four individuals work full time
for Standard since Del Thachuk is working with another company, Maryanne Thachuk
is retired and both Gordon Brooke and Al Ibsen have other business interests.
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 years ago he does not have a
geological background. Maryanne Thachuk, Gordon Brooke and Al Ibsen have no
experience in the mineral industry. Therefore, Standard will have to rely upon
outside consultants to give advice on the various methods of exploring the
Standard claim.
6. Conflict of Interest
Del Thachuk is an officer and director of Info-Pro Marketing Inc. ("Info-Pro"),
a private Nevada company and, therefore, there might be a conflict of interest
in his dealing between Standard and Info-Pro. Since Info-Pro is not in the
mineral exploration industry, the real conflict will be how he devotes his time
between the two companies. Standard can only hope that he deals fairly with
it.
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
-14-
on its mineral claim. For example, if Standard budgeted a certain number of
dollars for workers during the exploration on the Standard claim and their daily
rate doubled, the number of days used for exploration would be reduced
accordingly. This will limit the information derived during exploration.
10. Weather interruptions in the Province of British Columbia may affect and
delay the proposed exploration operations.
The proposed exploration work on the Standard claim should be performed during
the late spring, summer and early fall due to weather conditions. It is normal
in the Bralorne area for the late fall, winter and early spring months to be
subject to heavy snow conditions. Even during the early summer months British
Columbia is noted for its rainfall and during the middle to late summer months
for its forestry closures due to hot dry weather. Standard cannot control the
weather and if it plans a work program it might have to delay it due to
unexpected weather conditions.
11. Standard is a small company without much capital, which might limit its
exploration activities and ability to expand in the future.
The small size of Standard and lack of capital might mean a limited exploration
program and a lack of ability to take advantage of business opportunities
available to large companies. Having adequate capital would mean Standard's
management could direct greater interest to the exploration of the Standard
claim in hopes of obtaining information which will assist in its future
development. Without adequate capital it will take longer to explore the
Standard claim and limit Standard's ability to expand in the future.
12. Standard is a one property company
With only the Standard claim, Standard does not have the diversion in mineral
properties which management would like. In addition, future investors might be
wary to invest in a one property company since, should the Standard claim prove
to be without commercially viable mineralization, the investor might lose his or
her entire investment.
13. Standard will have difficulty attracting mining personnel
Being a small company with only one mineral property might prove difficult for
Standard to attract mining personnel to work on the Standard claim. Many
consultants and workers want to be associated with companies which have
financial stability and a variety of mineral properties since this will give
them the opportunity to move between properties in the event one property does
not prove to have viable mineralization associated with it. With only the
Standard claim, Standard will have to let workers go after the exploration
season which usually are at times when the weather conditions are not suitable
for them to find other properties to work on.
14. Standard may never be able to refine its ore reserve
Even though there exists a commercial viable ore body, there is no guarantee
competition in refining the ore will not exist. Other companies may have long
term contracts with refining companies thereby inhibiting the Company's ability
to process its ore and eventually market it. At this point in time the Company
does not have any contractual agreements to refine any potential ore it might
discover on its mineral claim.
The foregoing plan of operations contains forward-looking statements that are
subject to the risks and uncertainties, which could cause actual results to
differ materially from those discussed in the forward-looking statements and
from historical results of operations.
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ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
------------------------------------------------------
Standard's Chief Executive Officer and its Chief Financial Officer, after
evaluating the effectiveness of Standard's controls and procedures (as defined
in the Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the
date within 90 days of the filing of this quarterly report on Form 10-QSB (the
"Evaluation Date"), have concluded that as of the Evaluation Date, Standard's
disclosure and procedures were adequate and effective to ensure that material
information relating to it would be made known to it by others, particularly
during the period in which this quarterly report on Form 10-QSB was being
prepared.
(b) Changes in Internal Controls
-------------------------------
There were no significant changes in Standard's internal controls or in other
factors that could significantly affect Standard's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions.
PART 11 - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings to which Standard is a party or to which its
mineral claim is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company is contemplating having a Meeting of Stockholders in the latter part
of 2005, but no date has been set yet.
ITEM 5. OTHER INFORMATION
The reports of Madsen & Associates, CPA's Inc. for the financial statements as
at August 31, 2004 and through the subsequent interim periods ended February 5,
2005, contained no adverse opinion or disclaimers of opinion and were not
modified or qualified as to audit scope or accounting principles, but did
contain modifications as to Standard's ability to continue as a going concern.
During the fiscal year ended August 31, 2004, and through the subsequent interim
period ended February 5, 2005, to the best of Standard's knowledge, there have
been no disagreements with Madsen & Associates, CPA's Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope or procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates, CPA's Inc. would have caused them to make reference in
connection with its report on the financial statements of Standard for such
years.
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During the fiscal year ended August 31, 2004, and through subsequent interim
period ended February 5, 2005, Madsen & Associates, CPA's Inc. did not advise
Standard on any matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.
For the financial statements for the fiscal year ended August 31, 2004, Standard
has not consulted with Madsen & Associates CPA's Inc. regarding (i) the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on Standard's
financial statements, and no written report or oral advice was provided to
Standard by concluding there was an important factor to be considered by
Standard in reaching a decision as to an accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv)(A) of Regulation
S-B or an event, as that term is defined in Item 304 (a)(1)(iv)(B) of Regulation
S-B.
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)
1.3 By-laws (incorporated by reference from Standard's Registration Statement
on Form 10-SB filed on December 6, 1999)
99.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
Officer
99.3 Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.4 Certificate Pursuant to 18 U.S.C. Section 1350 signed by the Chief
Financial Officer
(b) Reports on Form 8-K
- - Filed on February 13, 2004 and dated February 5, 2004 regarding change of
Standard's certifying accountants from Sellers & Andersen LLC to Madsen &
Associates, CPA's Inc.
- - Filed on February 25, 2004 regarding certain motions approved by the
shareholders at the Annual General Meeting of Stockholders.
- - Filed on February 25, 2004 and dated December 15, 2002 regarding change of
Standard's certifying accountants from Andersen Andersen & Strong, LC to
Sellers & Andersen
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
STANDARD CAPITAL CORPORATION
(Registrant)
/s/ "E. Del Thachuk"
-----------------------
E. Del Thachuk
Chief Executive Officer
President and Director
Dated: October 25, 2005
/s/ " B. Gordon Brooke"
---------------------------
B. Gordon Brooke
Chief Accounting Officer
Chief Financial Officer
and Director
Dated: October 25, 2005
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