10KSB/A: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]
Published on January 12, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSBA
(x)
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934
|
For
the fiscal year
ended August
31, 2005
(
)
|
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the transaction
period from to
Commission
File
number 0-25707
STANDARD
CAPITAL CORPORATION
(Exact
name of Company as specified in charter)
Delaware 91-1949078
State
or
other jurisdiction of incorporation or organization (I.R.S.
Employee I.D. No.)
2429
-
128th
Street
Surrey,
British Columbia, Canada V4A
3W2
(Address
of principal executive offices) (Zip
Code)
Issuer’s
telephone number 1-604-538-4898
Securities
registered pursuant to section 12 (b) of the Act:
Title
of
each share Name
of
each exchange on which registered
None None
Securities
registered pursuant to Section 12 (g) of the Act:
None
(Title
of
Class)
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 a shorter period
that Standard was required to file such reports), and (2) has been subject
to
such filing requirements for the past 90 days.
(1) Yes
[X] No
[
] (2) Yes
[X] No
[
]
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Standard’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State
issuer’s revenues for its most recent fiscal year: $ -0-
State
the
aggregate market value of the voting stock held by nonaffiliates of Standard.
The aggregate market value shall be computed by reference to the price at which
the stock was sold, or the average bid and asked prices of such stock, as of
a
specific date within the past 60 days.
As
at
August 31, 2005, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
-1-
(ISSUER
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE
YEARS)
Not
applicable
(APPLICABLE
ONLY TO CORPORATE COMPANYS)
As
of
August 31, 2005, Standard has 1,295,000 shares of common stock issued and
outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE
Exhibits
incorporated by reference are referred under Part IV.
-2-
TABLE
OF CONTENTS
PART
1
Page
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
4
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY
|
11
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
14
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO VOTE OF SECURITIES HOLDERS
|
14
|
PART
II
|
||
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
14
|
ITEM
6.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
15
|
ITEM
7.
|
FINANCIAL
STATEMENTS
|
18
|
ITEM
8.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
18
|
ITEM
8A
|
CONTROLS
AND PROCEDURES
|
18
|
PART
III
|
||
ITEM
9.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE
WITH
SECTION 16 (a) OF THE EXCHANGE ACT
|
19
|
ITEM
10.
|
EXECUTIVE
COMPENSATION
|
22
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDERS MATTERS
|
24
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
26
|
PART
IV
|
||
ITEM
13.
|
EXHIBITS
AND REPORTS ON FORM 8-K
|
27
|
ITEM
14
|
PRINCIPAL
ACCOUNTANTS FEES AND SERVICES
|
28
|
SIGNATURES
|
30
|
-3-
PART
1
ITEM
1. DESCRIPTION OF BUSINESS
History
and Organization
Standard
was incorporated on September 24, 1998 and has no subsidiaries and no affiliated
companies. It has not been in bankruptcy, receivership or similar proceedings
since its inception. Nor has it been involved in any material reclassification,
merger, consolidation or purchase or sale of any significant assets not in
the
ordinary course of business. Standard’s executive offices are located at 2429 -
128th Street, Surrey, British Columbia, Canada, V4A 3W2 (Tel:
604-538-4898).
Standard
is engaged in the exploration of a mineral claim known as the “Standard”. (see
Part
1, “Exploration and Development of the Standard Claim”).
Standard
is referred to as being in the “pre-exploration” stage by its auditors. This
term is generally used in Financial Accounting Standards to describe a company
seeking to develop its ideas and products. Standard is not in the development
stage with regards to any mineral claim. No ore reserve has been discovered
and
no substantial exploration has been done on its mineral claim. Standard is
purely an exploration company. There is no assurance that any ore reserve will
ever be found and that Standard will have sufficient funds to undertake the
exploration work required to identify an ore reserve.
Management
anticipates that Standard’s shares will be qualified on the system of the
National Association of Securities Dealers, Inc. (“NASD”) known as the OTC
Bulletin Board (the “OTCBB”). At the present time, Standard has made no
application to the OTCBB and there is distinct possibility its shares will
never
be quoted on the OTCBB.
Standard
owns the exclusive rights to all minerals on the Standard claim except for
coal
which is under a separate license. There are virtually limited possibilities
that there is any coal on the Standard claim. The claim is in good standing
until February 24, 2006. The actual land is owned by the Crown (the Province
of
British Columbia). If Standard does not perform exploration work or pay
cash-in-lieu in the amount of $3,100 on or before February 24, 2006 the rights
to the mineral claim will expire and the ground can be staked by someone
else.
Standard
has no revenue to date from the exploration of the Standard claim, and its
ability to effect its plans for the future will depend on the availability
of
financing. Such financing will be required to explore the Standard claim to
a
stage where a decision can be made by management as to whether an ore reserve
exists and can be successfully brought into production. Standard anticipates
obtaining such funds from its directors and officers, financial institutions
or
by way of the sale of its capital stock in the future (see Part
1, Item 2 - “Plan of Operations”),
but
there can be no assurance that Standard will be successful in obtaining
additional capital for exploration activities from the sale of its capital
stock
or in otherwise raising substantial capital.
Standard
is responsible for filing various forms with the United States Securities and
Exchange Commission (the “SEC”) such as Form 10-KSB and Form 10-QSB but was
deficient in these filings due to a lack of money. The filings have now been
brought up to date. The directors have decided on November 18, 2005 for the
next
annual meeting of shareholders.
The
shareholders may read and copy any material filed by Standard with the SEC
at
the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC,
20549. The shareholders may obtain information on the operations of the Public
Reference Room by calling the SEC at 1-
-4-
800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information which Standard has filed electronically with
the SEC by assessing the website using the following address: http://www.sec.gov.
Standard has no website at this time.
Planned
Business
The
following discussion should be read in conjunction with the information
contained in the financial statements of 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; consisting mainly of maintaining
the Standard claim in good standing and preparing the reports filed with the
SEC
as required.
Risk
Factors
Our
shareholders and any future investors must be aware of the following risk
factors prior to investing in Standard’s common stock. It must be emphasized
that Standard, if any of these risks become fact, may have to cease operations
and our shareholders and any future investors could lose part or all of their
investment.
RISKS
ASSOCIATED WITH OUR
COMMON STOCK
1. Penny
stock rules may make buying or selling of our shares difficult.
Eventual
trading in our shares will, in all likelihood, 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 our shares to persons other than prior customers 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 our shares, which could severely limit their
market price and liquidity of our shares. Broker-dealers who sell penny stocks
to certain types of investors are required to comply with the Commission’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.
|
From
our
standpoint, it might be difficult for us to induce new investors to purchase
shares since they
might not want to be involved in a penny stock company. Future investors must
be
aware that our shares will fall into the classification of a penny stock and
therefore be subject to the rules mentioned above and the various limitations
associated with these rules.
-5-
2.
|
We
may, in the future, conduct offerings of our common stock in which
case
all shareholdings will be diluted.
|
In
the
future, we may conduct offerings of shares to finance our exploration activities
on the Standard claim or to finance subsequent exploration projects that we
decide to undertake. If we decide to raise money through offerings in the future
all shareholdings will be diluted.
3.
|
There
is no public trading market for our common shares and our shareholders
may
not be able to sell his or her shares at any time and on terms and
conditions he or she considers
reasonable.
|
There
is
currently no public trading market for our common stock and therefore, there
is
no central place, like a stock exchange or electronic trading system, to resell
one’s shares. If one of our shareholders does want to resell his or her shares,
they will have to locate a buyer and negotiate their own sale. Even if our
shareholder is able to find a willing buyer, there can be no assurance he or
she
will be able to sell their shares at or above the price at which these shares
were purchased.
4.
|
If
we are successful in obtaining a market for our shares certain internal
and external forces will affect the value of our trading
shares.
|
The
stock
market has experienced extreme volatility in recent years and may continue
to do
so in the future. We cannot be sure an active public market for our shares
will
develop or if an active market should develop that it would continue. The price
for our shares will be determined in the marketplace and may be influenced
by
many factors, including both internal and external forces as follows:
-
variations in our financial results compared to companies similar to ours;
especially in the exploration of the Standard claim compared to other
exploration properties in North America;
-
changes
in earnings estimates, if any, by industry research analysts for our Company
or
for similar companies in the same industry;
-
future
investors' or other market participants' perceptions of our Company as a current
or future investment; and
-
general
or regional economic conditions normally have a wide impact on the price of
shares trading on the stock market and our Company’s shares will be affected by
changes in such conditions.
The
problem we encounter with a volatile stock market, which we have no control
over, is that we might not require funds when the market price of our shares
are
high but when the price is lower we might require funds to maintain the Company
and explore the Standard claim. This would result in having to issue additional
shares during lower prices; resulting in a greater dilution effect on our
shareholders.
5.
|
We
may not be able to maintain a quotation of our common stock on the
OTCBB
due to not filing the required information as it is due, which would
make
it more difficult for an investor to sell our shares.
|
Even
if
our Company is accepted for a quotation on the OTCBB, we cannot guarantee that
it will always be available for quotation. The OTCBB is not an issuer listing
service, market or exchange.
Although the OTCBB does not have any listing requirements per se, to be eligible
for quotation on the OTCBB, issuers must remain current in their filings with
the SEC. Market makers will not be permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already quoted
on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. If our shares were not quoted on the OTCBB, trading in our
shares would be conducted, if at all, in the over-the-counter market. This
would
make it more difficult for stockholders to dispose of their common stock and
more difficult to obtain accurate quotations for our shares. This could have
an
adverse effect on the price of the common stock.
-6-
6. We
are
not planning to declare a dividend in either cash or shares in the near
future.
We
are
not planning to declare a dividend in either cash or shares in the near future
since our policy will be to retain any earnings received for the future
exploration of the Standard or any other mineral claims obtained by us.
Dividends are only declared by your Director when he feels that surplus funds
can be distributed to the shareholders without encroaching upon working capital
of our Company.
7.
|
We
want to advise our shareholders and future investors that the purchase
of
shares in our Company involves a high degree of
risk.
|
An
investment in the shares of our Company is highly speculative and involves
a
high degree of risk. For example, the Company is a start-up situation and the
failure rate for most start-up companies is high. Any person considering an
investment in our shares should be fully aware that they could lose their entire
investment.
RISK
FACTORS ASSOCIATED WITH STANDARD
1.
|
Our
auditors have indicated, in their opinion report, a concern regarding
the
going concern status of our
Company.
|
The
auditors have expressed a concern regarding whether our Company will continue
as
a going concern if it does not receive adequate financing to meet its
obligations. The auditors are indicating there might be substantial doubt
regarding our Company’s continuation as an operating concern over the next
twelve months. If our director is unwilling to advance us some funds to maintain
our Company in good standing, there is the possibility that we might cease
to be
an operating company. As a shareholder of our Company you should read the
auditors’ report and Note 5 to the audited financial statements included in this
Form 10-KSB.
2.
|
We
lack an operating history and have accumulated losses, which are
expected
to continue into the future.
|
Since
inception, we have not realized any revenue to date and have no operating
history upon which an evaluation of our future success or failure can be made.
The accumulated losses since February 24, 1998 are $ 105,389. Our ability to
achieve and maintain profitability and positive cash flow is dependent
upon:
- |
Our
ability to successfully explore the Standard
claim;
|
- |
Our
ability to generate future revenues from a viable ore reserve on
the
Standard claim; and
|
- |
Our
ability to reduce our exploration costs in order to increase our
profit
margins.
|
-7-
As
in
most mineral claims, the chances of success of identifying and developing an
ore
reserve are extremely remote. The majority of mining companies never find an
ore
reserve and therefore are never profitable.
3.
|
Presently
we have only four employees and will require additional employees
during
the exploration of the Standard
claim.
|
We
currently only have three employees, the President, E. Del Thachuk, Chief
Financial Officer and Chief Accounting Officer, Gordon Brooke and Secretary
Treasurer, Maryanne Thachuk. There is a substantial risk we may not have the
funds necessary to hire additional employees that would be needed in our future
exploration program. We may not be able to maintain the Standard claim in good
standing with the Ministry of Energy and Mines for the Province of British
Columbia if we do not have individuals prepared to work during the exploration
stage.
4.
|
Our
mineral claim is considered “grass roots” because it has not had adequate
exploration work performed on it to identify an ore
reserve.
|
Our
mineral claim is considered a “grass roots” claim having no known ore reserves
associated with it. In addition, there has, over the years, not been enough
exploration work on the claim to determine the extent, if any, of any
mineralization. Therefore, there is a good chance our claim might prove to
be
barren; having no commercial viable mineralization associated with it.
5. We
can
spend funds on exploration with no assurance we will prove the Standard claim
has an ore body associated with it.
No
matter
how many dollars are spent in the future on the Standard claim, there is no
guarantee that such expenditures will result in it being a property of merit;
having a proven commercially viable ore reserve on it. We might spend hundreds
of thousands of dollars and prove nothing. As more money is required for
exploration, the present and future investors will have their share positions
diluted without realizing any future benefits from the Standard claim.
6.
|
We
may not be able to raise money for exploration when needed due the
prevailing price of gold which is beyond our
control.
|
Even
with
gold prices having increased over the past year, there is reluctance in the
investment community to consider speculative ventures such as exploration
companies. With this reluctance, we might find it difficult to raise any money
and therefore inhibit any future exploration on the Standard claim. When gold
prices are lower, we will have a difficult time to attract money even if we
have
started to identify gold showings on the Standard claim. The market price of
gold is beyond our control and will greatly affect our raising of
money.
7.
|
Our
Company is a one-property company, which does not allow for exploration
of
another mineral claim in the event no ore reserve is discovered on
the
Standard claim.
|
Our
only
mineral claim is the Standard claim, which has no known ore reserves on it.
Being a one claim company means that if the Standard claim does not prove to
have any viable mineral reserves associated with it, there is no other claim
which we can immediately explore. Most investors would want to have an
investment in a company that has some diversification in its mineral properties
to allow for continual operations.
-8-
8.
|
Our
mineral property, when explored, may not be of economic quality to
warrant
a decision to go into production.
|
We
might
discover an ore reserve which is either too small or the ounces per ton makes
it
uneconomical to develop. Such a mineral deposit would not enhance the value
of
the Standard claim and have resulted in money having been spent, which would
have proven nothing. No production decision can be made if this is the case.
Minerals are only economic to us if they can be sold above the cost of mining
them; otherwise, the Standard claim has little or no value.
9.
|
We
will have to compete with both large and small mining companies for
such
things as money, properties of merit, workers and
supplies.
|
In
both
the United States and Canada, there are many large and small mining companies
each trying to explore and, hopefully, eventually developing their mineral
properties into a producing mine. We are not in direct conflict with the larger
mining companies in North America such as Newmont Mining Corp., Inco Limited,
Barrick Gold Corp. and Teck Cominco Limited, to name a few. These larger
companies have the available money to explore their properties and the
professional personnel to assist in the exploration process. Unless a major
mineral reserve is discovered on the Standard claim, the larger mining companies
would have no interest in either developing the claim themselves or joint
venturing with us. The competition to us would be from the smaller exploration
companies who are competing for money to explore their mineral claims and in
hiring professional staff to assist them. There is only a limited amount of
money available for exploration as well as professional personnel during the
exploration season. We might not be able to attract either the money or
professional personnel due to the other smaller exploration companies having
more money and better known mineral properties.
10.
|
Weather
interruptions in the Province of British Columbia may affect and
delay the
proposed exploration operations.
|
The
weather in the Province of British Columbia is always uncertain since the annual
rainfall, especially in the Bralorne area, can be many inches in the fall and
spring months. The winters are marked with below zero temperatures and
accumulated snow covers of several feet. The constant rain, during the spring
and fall months, will lessen the chances of our exploration crew performing
any
meaningful work on the Standard claim due to the possibilities of injuries
from
slippery rock surfaces and the inconvenience of setting up equipment that
becomes immediately wet. During the drier summer months, the Ministry of
Forestry for the Province of British Columbia might impose bans on exploration
to avoid the possibilities of forest fires. With these factors in mind, our
exploration season could be reduced substantially and we might not be able
to
obtain the results we want during our exploration program.
11.
|
The
terrain surrounding the Standard claim is rugged and is not conducive
to
exploration activities.
|
The
terrain surrounding the Standard claim is mountainous and extremely rugged
with
steep ridges and deep valleys. The exploration crew will find it difficult
to
explore the entire Standard claim without the use occasionally of a helicopter.
Access to the claim during the winter months is virtually impossible due to
the
heavy snow conditions. Even with snowmobiles, the exploration crew would find
it
difficult to reach our claim and return to Gold Bridge within one day. It is
not
an option during the winter to use tent facilities on our claim due to the
possibility of snow slides. The terrain has a definite effect on the exploration
activities on the Standard claim.
-9-
12.
|
We
will have to address the environmental concerns in the Bralorne area
and
adhere to the various Acts legislated to protect the
environment.
|
During
the exploration stage, there are few problems with environmental issues in
the
Province of British Columbia if the exploration work involves mapping,
establishment of a grid, soil and rock sampling and some minor drilling. If
the
exploration program involves work near an existing stream or removal of a
substantial amount of overburden and foliage, then permission for the work
must
be obtained from one of the various Ministries involved in that area of
environmental concern. If a production decision is ever made, we will have
to
adhere to various Acts established by the Provincial Government. Under these
Acts the main concerns are wildlife, including fish in streams, and vegetation.
The Government does not want exploration activities to cause excessive hardship
on the environment and
to
disfigure our claim for decades to come. It is important to protect wildfire
since the area in which our claim is situated has been their natural habitat
for
centuries. The cost of adhering to these Acts might be too expensive for us
and
exploration activities might have to be cancelled or delayed until adequate
money is available to us to adhere to the requirements of the Acts. At the
present time, we have no indication as to what the dollar amount of adherence
would be.
13.
|
We
are a small Company without much money to devote to a full exploration
program
|
on
our mineral claim.
|
The
small
size of our Company and the present lack of money means a limited exploration
program on our claim. Unless adequate money is raised, we will be unable to
devote the time necessary to fully explore our claim. With only a limited budget
for exploration activities, we will not have many employees to perform the
exploration activities on our claim. By limiting our operations, it will take
longer to explore the Standard claim. Our shareholders should be aware that
it
might take a number of years to realize any exploration results from our claim
due to the present lack of exploration money.
14.
|
We
cannot guarantee the title of our claim since there may be unregistered
claims that we are unaware of at this
time.
|
We
cannot
guarantee absolute title to the Standard claim due to such factors as prior
unregistered transactions, native land claims or undetected defects in title.
We
have taken all the necessary precautions to eliminate any of these elements
as
far as are reasonably possible. Nevertheless, the future, and especially if
and
when a production decision is made on the Standard claim, there may be claims
which presently we are completely unaware of. We have no way of insuring against
such claims and cannot estimate at the present time if there are any elements
out there which will effect the title to the minerals on our claim. If there
are, this could result in lengthy and costly legal actions, which at the present
time we do not have the funds to carry on.
15.
|
At
the present time, we will have difficulty in attracting mining personnel
who would like to work for a well-funded company having an assortment
of
mineral properties.
|
Being
a
small exploration company with only the Standard claim, we might not be able
to
attract mining personnel to carry on our exploration activities when needed.
Many geologists and workers are drawn to companies which are better funded
than
us and have several properties which can be worked on at any given time. Once
an
exploration program is completed on one property the personnel are transferred
to another property to commence work on it. This basically guarantees a
continual stream of work for exploration personnel. We, at this time, cannot
offer workers this form of continual work. To offset this, we might have to
hire
lesser knowledgeable
-10-
workers
who are prepared to work for several weeks and then become unemployed. Without
quality mining personnel, there is no assurance we will be able to obtain the
exploration information we require to make future decisions. The quality of
our
workers should be of concern to our shareholders since they would want to know
that there is a possibility of obtaining the best results possible from
qualified personnel.
16.
|
We
do not carry any insurance policy to protect workers during the
exploration stage other than as required by
legislation.
|
Injury
to
personnel is enhanced due to the effects of weather and the terrain. We have
no
insurance to cover such hazards to workers on our claim other than Workers’
Compensation which is required to be contributed by us for any workers working
on our claim. Basically this insurance covers only wages while off work and
does
not provide for any long-term benefits. We are not prepared to pay the premiums
required to obtain accident insurance for the short duration of our exploration
program. By not having accident and liability insurance we realize we are
subject to lawsuits which, if successful, would impair the working capital
of
our Company and might render us insolvent.
17.
|
Our
Directors do not have experience in hard rock mining and none of
the
officers are professional
geologists.
|
Our
President, Del Thachuk, has mining experience over the past 30 years; mainly
in
the placer mining through the private ownership of a property in Atlin, British
Columbia. In addition, he was the President of Red Fox Minerals Ltd., a company
previously listed on the Vancouver Stock Exchange, Canada, ten years ago. His
experience in hard rock mining is limited. He does not have any professional
training as a mining person and has gained any knowledge he has from a hands
on
approach to exploration. Gordon Brooke and Maryanne Thachuk have no mining
experience and have never been involved in the exploration of a mineral
property. To explore our claim, we will have to rely upon mining consultants;
an
expensive way to explore with no guarantees of favorable results.
18.
|
Our
President has interests in another company, which cause him to devote
time
and effort to their activities resulting in a conflict of
interest.
|
Del
Thachuk is also a director and officer of Info-Pro Marketing Inc. (“Info-Pro”),
a Nevada incorporated company, which will eventually seek a listing on the
OTCBB. Even though Info-Pro is involved in marketing certain books on the
Internet under the title of “The Basics of Business Success”, Del has a conflict
of interest relating to the number of hours he can spend on our Company and
Info-Pro. In addition, he will have to raise money for both companies and
therefore we have to rely upon his discretion as to what money he will be
raising for Info-Pro and what money he will raise for us. We can only hope
Del
will devote sufficient time to the affairs of our Company and allocate any
future money raised so that we will be maintained in good standing and can
commence our exploration program on our claim. Even with full disclosure by
Del,
we cannot insure that we will receive fair and equitable treatment in every
transaction.
19.
|
We
do not carry a policy for key man insurance, which in the event we
wish to
replace our management team funds will not be available to do
so.
|
We
have
not subscribed to a key man insurance policy in the event that our current
director and President either departs from our Company or meets an untimely
end.
There will be no proceeds from insurance to allow us to attract an individual
to
replace our President and it is unlikely we will have extra money on hand to
be
allocated for this purpose.
-11-
ITEM
2. DESCRIPTION OF PROPERTY
History
of the Standard claim
The
Standard claim was staked February 24, 1999 after the rights of the previous
owners had expired. The claim covers 15.8 square miles located within the Bridge
River Gold Camp near the historic Bralorne-Pioneer Mine. The Bralorne-Pioneer
Property represents the largest single gold producer in B.C., having produced
over 4 million ounces of gold from ore averaging 0.53 oz/ton during the period
1932-1971.
Standard
engaged the services of Calvin Church, Professional Geologist, to prepare a
geological report on the Standard claim. His report was dated May 27, 1999
and
parts of it are noted in this Form 10-KSB. Church’s report covers the geology
and mineralization in the Bridge River mining camp and potential for discoveries
on the Standard claim.
Location,
Access and Physiography of the Standard claim
The
Standard claim is located approximately 113 miles north of Vancouver and 2.5
miles southeast of the town of Gold Bridge in southwestern British Columbia.
The
geographical centre of the claim is given by the U.T.M. coordinates 516600E,
5626700N (Lat. 50°47’35”N, Long. 122°45’53”W) on N.T.S. mapsheet 92J/15. The
town of Gold Bridge can be accessed by all weather gravel road (highway #40B)
from Lillooet or via the Hurley River forestry road from Pemberton. Access
to
the north end of the claim is by four-wheel drive vehicle up Fergusson Creek
to
the headwaters above 5,800 feet elevation. Helicopters are available from bases
in the towns of Pemberton or Lillooet.
The
property is situated near the northwest end of the Bendor Range within the
Coast
Mountains where steep west facing slopes of Mt. Fergusson range from 5,000
to
8,500 feet. Sub-alpine scrub alder and hemlock trees grow at lower elevations
in
the southwest corner of the claim and rock exposure is good along peaks and
ridges in the east half of the claim. The winters are cold with generally high
snowfall accumulations and summers are hot and dry.
Claim
Status
The
Standard claim was staked by a professional staker and is registered in the
Lillooet Mining Division of British Columbia. The claim was then sold to
Standard Capital Corporation, of Surrey, B.C., who own the claim outright.
Mineral tenure is secure for one year from the date of staking as described
below.
Claim
Name Tenure
No. Units Expiry
Date_____
Standard 367933
18 February
24, 2006
Regional
patterns of metal zonation across the eastern flank of the Coast Plutonic
Complex divide the camp into gold rich and silver rich deposits related
to the
proximity with the central plutons (bodies of medium to course-grained
igneous
rock that formed beneath the surface due to the solidification of magma).
‘Congress type’ mineralization, represented by low gold-silver ratios and
antimony rich ores, developed distal to coast granitic intrusives in shear
zones
and Tertiary porphyry dykes. The Standard property is located in a transition
zone between gold-arsenic rich
and
silver-antimony rich zones. Although economic mineralization has not
yet been
identified on the property, rock samples from the Waterloo show multielement
anomalies and significant gold values to warrant further
investigation.
-12-
An
exploration program including reconnaissance mapping, prospecting and
geochemical sampling is recommended to determine the extent of the mineralizing
system on the Standard claim. Further programs of trenching and drilling are
recommended contingent on favorable results of each preceding exploration
phase.
Exploration
activities undertaken between January 18 to 21, 2002
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.
Assessment
work for 2002 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 these sheared
vein structures ranged from 8.7 g/t to 28.2 g/t gold over variable widths of
10
cm to 80 cm.
Exploration
activities undertaken between February 2 to 3 and 13 to 14, 2003
The
objective of this physical work program was to lay out a sampling grid system
in
preparation for a geochemical soils sampling program. A budget of approximately
$3,600 Cdn was expended to lay out 2,350 metres of sampling grid. The next
step
to be taken is to initiate a geochemistry soils program over the entire grid
and
prospect the ridge for geological structures.
The
Standard claim had sufficient work and cash expended on it to maintain it in
good standing with the Ministry of Energy and Mines until February 23,
2004.
In
2004
the Company maintained the Standard claim in good standing through the purchase
of certain PAC (portable assessment credits) expenses. The Company was able
to
purchase these credits at 30 cents on the dollar and maintain the claim in
good
standing for a further year. PAC credits occur when an exploration company
does
sufficient work on its claim to maintain it in good standing for a maximum
of 10
years. Any excess exploration credits are applied to a PAC account and can
be
used on other properties owned by the company or sold to companies needing
assessment work.
In
June
2004, William Timmins, P. Eng., wrote a geology report on the Standard claim
and
proposed a budget for recommended work on the claim. The total proposed
expenditures for Phase I are $25,000 and for Phase II $50,000 for a total
proposed budget of $75,000. Between September 30, 2004 and November 30, 2004,
work was done on the Standard claim in the amount of $3,600 Canadian plus a
$180
filing fee.
The
claim
is now in good standing until February 23, 2006.
-13-
The
Company's Main Product
The
Company's primary product will be the sale of minerals, both precious and
commercial. No minerals have been found to exist on the Standard claim and
therefore the possibilities of obtaining a cash flow from the sale of minerals
in the future might be remote.
The
Company's Exploration Facilities
The
Company will be exploring and developing, if warranted, the Standard claim
and
does not plan to build any mill or smelter. There exists a fully equipped
smelter within 5 miles of the Standard claim but it is privately owned and
may
or may not accept ore from the Company to process. If the Company is unable
to
obtain a commitment when the claim is proven to have reserves thereon, it might
have to transport the ore to other smelters, which are located at great
distances from the Standard claim.
During
the exploration period, the Company can use tent facilities, during the summer
months, to house its geological workers or it can obtain hotel accommodation
in
either the towns of Gold Bridge or Bralorne.
Investment
Policies
The
Company does not have an investment policy at this time. Any excess funds it
has
on hand will be deposited in interest bearing notes such as term deposits or
short term money instruments. There are no restrictions on what the director
is
able to invest or additional funds held by the Company. Presently the Company
does not have any excess funds to invest.
ITEM
3. LEGAL PROCEEDINGS
There
are
no legal proceedings to which Standard is a party or to which its property
is
subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.
ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
There
has
been no Annual General Meeting of Stockholders within the last fiscal year.
An
Annual
Meeting has been called for November 18, 2005 where the stockholders will be
asked re-elect Del Thachuk and Gordon Brooke as directors for the forthcoming
year and to approve the appointment of Madsen & Associated CPA’s. Inc. as
the independent auditors.
ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
During
the past year, there has been no established trading market for Standard’s
common stock. Since its inception, Standard has not paid any dividends on its
common stock, and Standard does not anticipate that it will pay dividends in
the
foreseeable future. As at August 31, 2005 Standard had 35 shareholders; one
of
these shareholders is an officer and director of Standard.
-14-
Subsequent
to the balance sheet date, the Company, under an Offering Memorandum dated
September 5, 2005 accepted subscriptions from 20 investors in the amount of
$49,500 representing 990,000 common shares at a price of $0.05 per share. These
funds have been used as follows:
Payment
of outstanding accounts payable:
|
||
Independent
auditors
|
$8,400
|
|
Office
expenses
|
681
|
|
Transfer
agent fees
|
4,000
|
|
Previous
exploration expenses
|
2,605
|
$15,686
|
Other
expenses paid as incurred:
|
||
Consulting
fees - preparation of Form SB-2
|
7,500
|
|
Automobile
expenses paid to the President
|
888
|
|
Legal
opinion for inclusion in Form SB-2
|
2,500
|
|
Assessment
work on Standard claim
|
3,100
|
|
Independent
auditors - August 31, 2005 statements
|
2,100
|
|
Amount
distributed from Offering Memorandum
|
31,774
|
|
Less:
original amount of private placement
|
(49,500)
|
|
Balance
of cash on hand as at October 24, 2005
|
$17,726
|
2004
Stock Option Plan
At
the
Annual General Meeting of Stockholders held on February 20, 2004, the
shareholders approved a Stock Option Plan whereby 5,000,000 common shares were
set aside for the reasons noted in the following paragraph. The exercise price
if the fair market value at the dated of granting of the option.
The
purposes of this Plan are (i) to retain the services of a management team,
qualified employees of the Company and non-employee advisors or consultants;
(ii) to retain the services of valued non-employee directors; (iii) to provide
these persons with an opportunity to obtain or increase a proprietary interest
in the Company, to provide incentives for effective service and high-level
performance, to strengthen their incentive to achieve the objectives of the
shareholders of the Company; and (iv) to serve as an aid and inducement in
the
hiring or recruitment of new employees, consultants, non-employee directors
and
other persons needed for future operations and growth of the Company.
ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
OVERVIEW
The
Company was incorporated on September 24, 1998 under the laws of the State
of
Delaware. The Company's Articles of Incorporation currently provide that the
Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at August 31, 2005, there were 1,295,000 shares
outstanding. Subsequent to the year end, as noted above, the Company issued
a
further 990,000 common shares at a price of $0.05 per share for a total
consideration of $49,500.
-15-
LIQUIDITY
AND CAPITAL RESOURCES
As
at
August 31, 2005, the Company had cash of $103 and liabilities of $73,042. The
liabilities of $44,639 owed to general creditors are as follows: the transfer
agent - $4,000, auditors - $10,500, internal accountant - $15,450, edgarizing
financial statements and other reports - $4,190, previous exploration expenses
-
$2,605, travel expenses - $2,368, preparation of various filings $2,500 and
other payables - $3,026. The amount owed to related parties of $28,403 is
non-interest bearing and has not fixed terms of repayment.
During
the year, the Company has incurred the following expenses:
Expenditure
|
Amount
|
|
Accounting
and audit
|
i
|
$7,050
|
Bank
charges
|
75
|
|
Edgar
filings
|
ii
|
1,150
|
Exploration
and filing fees
|
iii
|
3,070
|
Filing
fees and franchise taxes
|
iv
|
259
|
Management
fees
|
v
|
2,400
|
Office
|
26
|
|
Rent
|
vi
|
1,200
|
Telephone
|
vii
|
600
|
Transfer
agent's fees and interest
|
viii
|
(2,725)
|
Total
expenses
|
$13,105
|
i.
|
The
Company accrues $500 in fees to its auditors, Madsen & Associates,
CPA's Inc., for the review of its 10-QSBs and $2,100 for the examination
of the Form 10-KSB. In addition, the Company has accrued $750 each
for its
November 10-QSB, February and May 10-QSBs; also, $1,200 has been
accrued
for this Form 10-KSB in order that the accountant can prepare the
applicable working papers and other information to be submitted to
the
auditors for their review of the Form 10-QSBs and
10-KSBs.
|
ii.
|
The
Company has incurred certain expenses during the year for filing
its
various Forms 10-QSB and 10-KSB with the SEC. The expense for filing
these
Forms 10-QSB was $250 per quarter and the Form 10-KSB is $400.
|
iii.
|
In
February 2005, the Company paid $3,780 Cdn. for assessment work on
the
Standard claim. This expenditure maintained the claim in good standing
until February 24, 2006.
|
iv.
|
The
Company has paid annual filing fees to The Company Corporation of
$175.
Franchise taxes were paid by the Company to the State of Delaware
in the
amount of $84 including interest.
|
v.
|
The
Company does not compensate its directors for the service they perform
for
the Company since, at the present time it does not have adequate
funds to
do so. Nevertheless, management realizes that it should give recognition
to the services performed by the directors and officers and therefore
has
accrued $200 per month. This amount has been expensed in the current
period with the offsetting credit being allocated to "Capital in
Excess of
Par Value" on the balance sheet. The Company will not, in the future,
be
responsible for paying either cash or shares in settling this
accrual.
|
-16-
vi.
|
The
Company does not incur any rental expense since it used the personal
residence of its President. Similar to management fees, rent expense
should be reflected as an operating expense. Therefore, the Company
has
accrued $100 per month as an expense with an offsetting credit to
"Capital
in Excess of Par Value".
|
vii.
|
The
Company does not have its own telephone number but uses the telephone
number of its President. Similar to management fees and rent, the
Company
accrues an amount of $50 per month to represent the charges for telephone
with an offsetting entry to "Capital in Excess of Par
Value".
|
viii.
|
During
the period, the Company received its annual billing from Nevada Agency
& Trust Company for acting as transfer agent for the year in the
amount of $1,200. In addition, the Company has accrued certain late
charges of interest totaling $1,389. The amount owing to Nevada Agency
& Trust Company was written down to $4,000, resulting in a write down
of $5,314 in fees.
|
The
Company estimates the following expenses will be required during the next twelve
months to meet its obligations:
Expenditures
|
Requirements
For
Twelve
Months
|
Current
Accounts
Payable
|
Payments
from
Private
Placement
|
Required
Funds
for
Twelve
Months
|
|
Accounting
and audit
|
1
|
$7,050
|
$25,950
|
$(10,500)
|
$22,500
|
Annual
general meeting
|
2
|
1,000
|
-
|
-
|
1,000
|
Bank
charges
|
100
|
-
|
-
|
100
|
|
Consulting
|
3
|
2,500
|
2,500
|
(2,500)
|
2,500
|
Edgar
filing fees
|
4
|
800
|
4,190
|
-
|
4,990
|
Exploration
expenses
|
5
|
-
|
2,605
|
(2,605)
|
-
|
Filing
fees and franchise taxes
|
6
|
275
|
503
|
-
|
778
|
Office
|
7
|
500
|
2,523
|
(681)
|
2,342
|
Transfer
agent's fees
|
8
|
1,200
|
4,000
|
(4,000)
|
1,200
|
Travel
and entertainment
|
9
|
-
|
2,368
|
(888)
|
1,480
|
Estimated
expenses
|
$13,425
|
$
44,639
|
$(21,174)
|
$
36,890
|
No
recognition has been given to management fees, rent or telephone since, at
the
present time, these expenses are not cash oriented.
1. Accounting
and auditing expense has been projected as follows:
Filings
|
Accountant
|
Auditors
|
Total
|
Form
10-QSB - Nov. 30, 2005
|
$750
|
$500
|
$1,250
|
Form
10-QSB - Feb 28, 2006
|
750
|
500
|
1,250
|
Form
10-QSB - May 31, 2006
|
750
|
500
|
1,250
|
Form
10-KSB - Aug 31, 2006
|
1,200
|
2,100
|
3,300
|
$3,450
|
$3,600
|
$
7,050
|
2. Annual
General Meeting of Stockholders to be held on November 18, 2005 is expected
to
cost $1,000 for preparation and circulating of the Notice of Meeting and Proxy
and the cost for holding the meeting itself.
-17-
3. Consulting
costs of $2,500 are expected for further work preparing an Form SB-2 for
submission to the SEC and responding to their comments. To date, the Company
has
paid $7,500 for the preparation of the Form SB-2 and another $2,500 to the
attorney to give an opinion letter to be included in the Form SB-2.
4. Edgar
filing fees comprise the cost of filing the various Forms 10-KSB and 10-QSB
on
Edgar. It is estimated the cost for each of the Form 10-QSBs will be $100,
the
cost of filing the 10-KSB will be $350 and the cost for filing the Form SB-2
will be $150.
5. To
maintain the Standard claim in good standing the Company will incur a cost
of
Cdn $200 per unit. The number of units comprising the Standard claim is 18
and
therefore, the minimum cost will be $3,600 Cdn or $3,100 US. Subsequent to
the
balance sheet date, the Company paid an advance of $3,100 for exploration work
to be undertaken on the Standard claim. This amount includes the filing fee
of
$180. Therefore, there is no expense required for exploration during the next
twelve months since once filed the Standard will be in good standing until
February 24, 2007.
6. Filing
fees for the Company as a registered agent are $175 per year. Franchise taxes
paid to the State of Delaware are $100.
7. Relates
to photocopying and faxing based on prior year’s actual charges.
8. Each
year
the Company is charged a fee of $1,200 by its transfer agent to act on its
behalf. Since the Company has paid for the shares issued under the private
placement in the settlement with Nevada Agency & Trust there is not cost
associated with the issuance of shares. The reason the Company decided to make
an offer on the outstanding account owed to Nevada Agency & Trust was that
it had no transfer activities since 1999 but was changed $1,200 a year plus
interest on the outstanding balance.
9. It
is not
expected that there will be any travel expenses in the next year.
In
addition to the above payments made from the Private Placement the Company
also
paid the attorney - $2,500, the consultant preparing the Form SB-2 - $5,000,
assessment work on the Standard in the amount of $3,100. The total amount paid
by October 24, 2005 was $31,774.
Standard
will have to raise funds to settle the balance outstanding liabilities if it
wishes to continue to operate in the future.
Standard
does not expect to purchase or sell any plant or significant equipment during
the next year.
Standard
does not expect any significant changes in the number of employees.
ITEM
7. FINANCIAL STATEMENTS
The
financial statements of Standard are included following the signature page
to
this Form 10-KSB.
-18-
ITEM
8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
During
the fiscal year ended August 31, 2005 and through the subsequent period to,
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 procedures, which
disagreement if not resolved to the satisfaction of Madsen & Associates,
CPA's Inc. would have caused them to make a reference in connection with its
report on the financial statements for the year.
ITEM
8A - 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 Rules 13a-15(e) and 15d-15(e) as of the
end of
the period covered by this annual report on Form 10-KSBA (the “Evaluation
Date”), have concluded that as of the Evaluation Date, Standard’s disclosure
controls 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 annual report on Form 10-KSBA was being
prepared.
(b) Changes
in Internal Controls
There
were no changes in Standard’s internal controls or in other factors that could
affect Standard’s disclosure controls and procedures subsequent to the
Evaluation Date, nor any deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective
actions.
PART
111
ITEM
9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16 (a) OF THE EXCHANGE ACT
The
following table sets forth as of August 31, 2005, the name, age, and position
of
each executive officers and director and the term of office of each director
of
Standard.
Name
|
Age
|
Position
Held
|
Term
as Director
Since
|
Del
Thachuk
|
69
|
President
and Director
|
1998
|
Maryanne
Thachuk
|
68
|
Secretary
Treasurer
|
-
|
B.
Gordon Brooke
|
61
|
Chief
Financial Officer, Chief Accounting Officer and Director
|
2004
|
-19-
The
directors of Standard serve for a term of one year and until their successors
are elected at Standard’s Annual Shareholders’ Meeting and are qualified,
subject to removal by Standard’s shareholders. Each officer serves, at the
pleasure of the Board of Directors, for a term of one year and until his
successor is elected at a meeting of the Board of Directors and is
qualified.
Alexander
Ibsen resigned as Chief Financial Officer and director on June 25, 2005. Gordon
Brooke was appointed Chief Financial Officer on the same day.
Set
forth
below is certain biographical information regarding each of Standard’s executive
officers and directors.
DEL
THACHUK has been the President and a Director of Standard since its inception.
Mr. Thachuk graduated from Victoria Composite High School in Edmonton, Alberta
before spending nine months articling as a chartered accountant student.
Subsequently, Mr. Thachuk worked for two years for the City of Edmonton as
a
surveyor before entering professional football for four years. He was a player
for London Lords in London, Ontario and then was hired by the Edmonton Eskimos.
From 1962 to 1969, Mr. Thachuk was owner and president of Civic Tire &
Battery Ltd. located in Olds, Alberta. His company owned three tire shops and
was in partnership with an additional two. Subsequent to the sale of his company
he became a contractor for a short period of time during which time he build
and
sold five houses and approximately thirty pre-fab homes. In 1971, Mr.Thachuk
commenced mining a placer gold property he owned in Atlin, British Columbia.
During the fifteen years he mined his placer property he extracted in excess
of
30,000 ounces of gold. With the sale of the placer property, Mr. Thachuk, over
the next five years, entered into various mining ventures in Nevada, Washington
State and British Columbia. During
this
same
period of time, Mr. Thachuk was president of Red Fox Minerals Ltd., a company
listed on the former Vancouver Stock Exchange. In 1991, he became part owner
and
general manager for Koben Sand & Gravel which employed 36 employees and in
its third year of operations had in excess of CDN $6,000,000 in sales. In 1994,
Mr. Thachuk became a consultant for various companies until 1997 when he
incorporated and became president of Mine A Max Corporation (renamed to Peabodys
Coffee Inc.), a company trading on the OTC Bulletin Board in United States.
Recently he formed a Nevada company named Info-Pro Marketing Inc. specializing
in the distribution of educational books.
MARYANNE
THACHUK has been Secretary Treasurer of Standard since its inception. She
graduated from Jasper Place Sr. High in Edmonton in 1954 and then obtained
a
Certified Secretarial Diploma from McTavish Business College. From 1956 to
1960,
Maryanne worked for CJCA Broadcasting Station in Edmonton reporting on court
cases, sport related events and other news issues. She was the assistant to
the
Sports and News Director. In 1960, she moved to Vancouver and was employed
as
Private Secretary to the President of Dueck Motors. In 1962, she moved back
to
Alberta where she was trained as an In-Service Social Worker with the Alberta
Government Department of Public & Child Welfare. In 1964 Maryanne moved back
to Vancouver as the Private Secretary for the President of Lindal Cedar Homes.
From 1965 to 1988 she worked part time for the President of Delmor Enterprises
before becoming one of its directors. In 1988, she became the Personal Secretary
to the Board Chairman of the Culinary Foods Division for Canadian Airline.
Since
1990, she has been working for the B.C. Government Department of Education
(Surrey School District #36) where she has received specialized training in
Finance & Administration. In 2001, she retired.
Del
or
Maryanne Thachuk are not directors of another company registered under the
Securities and Exchange Act of 1934 other than Del who was a director and
officer of Mine A Max Corporation until May 31, 1999.
-20-
Del
Thachuk, the President and Director, and Maryanne Thachuk, the Secretary
Treasurer, are married to one another.
B.
GORDON
BROOKE attended Westwood School Secondary School in Paddington, London, England
before becoming an articled clerk in 1961 with Roberts White and Company,
Chartered Accountants. In 1967, he continued his articles with FF Sharles &
Company, Chartered Accountants, as audit manager and supervisor of audits which
entailed general audit, accounting, financial statement presentation for small
public companies, including such companies as a dairy, a trade stamp company,
automobile dealerships, financing companies, engineering, retailer, wholesalers,
barristers and solicitors, antique dealers and clothing manufacturers. He had
total responsibility for the audit of Michael Manufacturing Limited, a public
trading company. This entailed the preparation of all information in the
year-end financial statements and all printed matters for exchange filing and
information to be distributed to the shareholders. In 1969, he qualified as
a
Chartered Accountant for England and Wales and immigrated to Canada where he
accepted a position with Deloitte, Haskins and Sells, Chartered Accountants,
in
Toronto, Canada. His responsibilities included being an audit supervisor for
mainly small and large business clients which included such firms as Wickett
& Craig- tanners, Canada Dry Inc. - soft drinks, Chromalox Canada - heating
systems, Northern Pigments - paints, to name a few. In 1972, he accepted a
position as assistant to the chief Financial Officer of Candeco Management
Inc.
of Toronto where his responsibilities included preparation of monthly and annual
financial reporting packages for all subsidiaries including corporate tax
returns, preparation of all required audit working papers and complete audit
files for all subsidiaries, responsibilities for internal control systems for
all operating subsidiaries. In 1974, he became assistant to the chief Financial
Officer of Canadian Chromalox Ltd. in Toronto where he undertook the controller
functions from time to time and subsequently became the Ant-Inflation Officer
for Canadian Chromalox’s group of companies where he was responsible for all
price increase application to Ottawa. In 1977, with the end of the
Anti-Inflation legislation he became an independent financial consultant where
he offered the following services: accounting, financial statement presentation,
business plans, personal and corporate taxation services, corporate
reorganizations and restructurings, prospectus preparation and analysis and
public offering advice and service. His client base consisted of such companies
as Spectra Anodizing Inc. - anodizing services, Security Mirror Ltd. - mirror
manufacturer, Arco Prime Steel Inc. -steel fabricator and many other small
businesses as well as a continuing relationship with Canadian Chromalox and
its
subsidiaries. During this same period of time, Gordon Brooke either owned or
was
a working shareholder in the following business: Black Swan Investments Inc.
30%
shareholder in a pub in Toronto, Octagon Industries Inc. 10% shareholder in
a
signage company, Reybrooke Housewares - 100% owner in a company licensed with
a
United Kingdom company for PVC extrusions, Beaver Hill Farm Inc. - 33.3% owner
of this company which was a producer of fresh herbs grown under light and sold
to over 200 retail outlets in southern Ontario. In 1997 he became financial
consultant to Confectionately Yours Inc. a Toronto based company specializing
in
large fresh baked goods and cereal bar manufacturer. His responsibilities were
to serve as an interim controller and prepare business plans. In 1998, he became
the unofficial Chief Financial Officer of the company until it was sold in
December 2000. In 2001 to the present time, he has been working for Snack
Crafters Inc. in Toronto as a financial consultant where his responsibilities
have been to prepare business plans, to serve as an interim accountant providing
accounting services, preparation of financial statements on a non-audit basis,
corporate tax returns and assisting the company in its reorganization and
restructuring.
To
the
knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of Standard:
-21-
(1)
|
filed
a petition under the federal bankruptcy laws or any state insolvency
law,
nor had a receiver, fiscal agent or similar officer appointed by
the court
for the business or property of such person, or any partnership in
which
he was a general partner at or within two years before the time of
such
filings;
|
(2)
|
was
convicted in a criminal proceeding or named subject of a pending
criminal
proceeding (excluding traffic violations and other minor
offenses);
|
(3)
|
was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the following
activities:
|
(i)
|
acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliate
person, director or employee of any investment company, or engaging
in or
continuing any conduct or practice in connection with such
activity;
|
(ii) engaging
in any type of business practice; or
(iii)
|
engaging
in any activities in connection with the purchase or sale of any
security
or commodity or in connection with any violation of federal or state
securities laws or federal commodities
laws;
|
(4)
|
was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right
of such
person to engage in any activity described above under this Item,
or to be
associated with persons engaged in any such
activities;
|
(5)
|
was
found by a court of competent jurisdiction in a civil action or by
the
Securities and Exchange Commission to have violated any federal or
state
securities law, and the judgment in such civil action or finding
by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
|
(6) |
was
found by a court of competent jurisdiction in a civil action or by
the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
Compliance
with Section 16 (a) of the Exchange Act
Standard
knows of no director, officer, beneficial owner of more than ten percent of
any
class of equity securities of Standard registered pursuant to Section 12
(“Reporting Person”) that failed to file any reports required to be furnished
pursuant to Section 16(a). Other than those disclosed below, Standard knows
of
no Reporting Person that failed to file the required reports during the most
recent fiscal year.
The
following table sets forth as at August 31, 2005, the name and position of
each
Reporting Person that filed any reports required pursuant to Section 16 (a)
during the most recent fiscal year.
-22-
Name Position Form Date
Report Filed
Del
Thachuk Chief Executive
Officer, 3
and 5 September 11, 2002
and November 17, 2003
President
and
Director
Maryanne
Thachuk Secretary
Treasurer 3 November
21, 2003
B.
Gordon
Brooke Chief
Financial Officer, Chief
Accounting
Officer and Director 3
March 5,
2004
ITEM
10. EXECUTIVE COMPENSATION
Cash
Compensation
There
was
no cash compensation paid to any director or executive officer of Standard
during the fiscal year ended August 31, 2005.
The
following table sets forth compensation paid or accrued by Standard during
the
fiscal years ended August 31, 2002 to 2005 to Standard’s President and CEO, CFO,
CAO, Directors and Secretary Treasurer.
Summary
Compensation Table (2002-2005)
Long
Term
Compensation (US Dollars)
Annual
Compensation Awards Payouts
(a)
|
(b)
|
(c)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
Name
and Princi-
pal
position
|
Year
|
Salary
|
Other
annual
Comp.
($)
|
Restricted
stock
awards
($)
|
Options/
SAR
(#)
|
LTIP
payouts
($)
|
All
other
compen-
sation
($)
|
Del
Thachuk
Chief
Executive
Officer,
President
And
Director
|
2002
2003
2004
2005
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Maryanne
Thachuk
Secretary
Treasurer
|
2002
2003
2004
2005
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Alexander
J. Ibsen
Former
Chief Financial Officer and Director
|
2004
2005
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
B.
Gordon Brooke
Chief
Accounting Officer , Chief
Financial
Officerand Director
|
2004
2005
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-0-
-0-
|
-23-
There
has
been no compensation given to either of the Director or Officers during the
periods ended August 31, 2002 to 2005. There are no stock options outstanding
as
at August 31, 2005, but it is contemplated that the Company may issue stock
options in the future to officers, directors, advisers and future
employees.
Bonuses
and Deferred Compensation
None
Compensation
Pursuant to Plans
None
Pension
Table
None
Other
Compensation
The
director has not received any compensation for the time he has devoted to
Standard. Nevertheless, Standard does give recognition to the time spent by
accruing as an expense each month a charge of $200 per month as management
fees
with an offsetting credit to Capital in excess of par value. The amount so
accrued with not be pay in either cash or shares to the director in the
future.
Compensation
of Directors
None
Termination
of Employment
There
are
no compensatory plans or arrangements, including payments to be received from
Standard, with respect to any person named in Cash Consideration set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person’s employment with
Standard or its subsidiaries, or any change in control of Standard, or a change
in the person’s responsibilities following a change in control of
Standard.
ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The
following table sets forth as at August 31, 2005, the name and address and
the
number of shares of Standard’s common stock, with a par value of $0.001 per
share, held of record or beneficially by each person who held of record, or
was
known by Standard to own beneficially, more than 5% of the issued and
outstanding shares of Standard’s common stock, and the name and shareholdings of
each director and of all officers and directors as a group.
-24-
Name
and Address
of
Beneficial
Owner
|
Nature
of
Ownership
(1)
|
Amount
of
Beneficial
Ownership
|
Percent
of
Class
|
DEL
THACHUK
2429
- 128th
Street
Surrey,
British Columbia
Canada,
V4A 3W2
|
Direct
|
100,000
(i)
|
7.72
|
DORIS
O’BRIEN
626
- Highway 99
P.O.
Box 5
Surrey,
British Columbia
Canada,
V4B 5A8
|
Direct
|
100,000
|
7.72
|
AUGGNETHA
QUASHIE
15382
- 110A Avenue
Surrey,
British Columbia
Canada,
V3R 9H6
|
Direct
|
100,000
|
7.72
|
MICHAEL
LEVESQUE
3350
- 199A Street
Langley,
British Columbia
Canada,
V3A 4T9
|
Direct
|
100,000
|
7.72
|
MICHAEL
THACHUK
47
- 20761 Telegraph Trail
Surrey,
British Columbia
Canada,
V1M 2W3
|
Direct
|
100,000
(ii)
|
7.72
|
GERRY
WOLFF
4364
Woodcrest Road
West
Vancouver, B.C.
Canada,
V7SX 2W1
|
Direct
|
100,000
|
7.72
|
MARVIS
SHAW
246
- 20071 - 24th
Avenue
Langley,
British Columbia
Canada,
V2Z 2A1
|
Direct
|
100,000
|
7.72
|
KEN
RADOMSKY
840
- 15355 - 24th
Avenue
White
Rock, B.C.
Canada,
V4B 4C2
|
Direct
|
100,000
|
7.72
|
RAYMOND
MILLLER
301
- 1323 Merklin Street
White
Rock, British Columbia
Canada,
V4A 4C2
|
Direct
|
100,000
|
7.72
|
-25-
MARION
K. SEPT
19188
- 84th
Avenue
Surrey,
British Columbia
Canada,
V4N 3G5
|
Direct
|
100,000
|
7.72
|
KAREN
FORD
17773
- 59 a Avenue
Surrey,
British Columbia
Canada,
V3S 1R2
|
Direct
(2)
|
100,000
|
7.72
|
MARYANNE
THACHUK
34-3387
King George Highway
Surrey,
British Columbia
Canada,
V4P 1B7
|
-
|
NIL
|
0.00
|
ALEXANDER
J. IBSEN
1533
Eagle Mountain Drive
Coquitlam,
British Columbia
Canada,
V3E 2Z3
|
-
|
NIL
|
0.00
|
B.
GORDON BROOKE
115
Angelene Street,
Mississauga,
Ontario
Canada,
L5G 1X1
|
-
|
NIL
|
0.00
|
Director
and Officers as a whole
|
Direct
|
100,000
|
7.72
|
(1)
|
All
shares owned directly are owned beneficially and of record, and such
shareholder has sole voting, investment and dispositive power, unless
otherwise noted.
|
(2)
|
These
shares have been sold but the certificate has not been changed to
denote
the new owner.
|
(3) Under
Rule 13-d under the Exchange Act, shares not outstanding but subject to options,
warrants, rights, conversion privileges pursuant to which such shares may be
acquired in the next 60 days are deemed to be outstanding for the purpose of
computing the percentage of outstanding shares owned by the persons having
such
rights, but are not deemed outstanding for the purpose of computing the
percentage for such other persons.
(i) This
stock is restricted since it was issued in compliance with the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
After this stock has been held for one year, Mr. Thachuk could sell 1% of the
outstanding stock in Standard every three months. Therefore, this stock can
be
sold after the expiration of one year in compliance with the provisions of
Rule
144. There is "stock transfer" instructions placed against this certificate
and
a legend has been imprinted on the stock certificate itself.
(ii) Michael
Thachuk is the son of the President of Standard. He is married and lives in
his
own home.
Subsequent
to the year end, the Company undertook a private placement where Maryanne
Thachuk purchased for cash 20,000 common shares and Gordon Brooke purchased
50,000 common shares all at a price of $0.05 per share. These shares have been
restricted from sale and transfer and can only be dealt with under the rules
and
regulations of Rule 144.
-26-
ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions
with Management and Others
Except
as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Standard and during its current fiscal period,
or any currently proposed transactions, or series of similar transactions,
to
which Standard was or is to be a party, in which the amount involved exceeds
$60,000, and in which any director or executive officer, or any security holder
who is known by Standard to own of record or beneficially more than 5% of any
class of Standard’s common stock, or any member of the immediate family of any
of the foregoing persons, has an interest.
Indebtedness
of Management
There
were no material transactions, or series of similar transactions, since the
beginning of Standard’s last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which Standard was or is
to
be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to Standard
to own of record or beneficially more than 5% of the common shares of Standard’s
capital stock, or any member of the immediate family of any of the foregoing
persons, has an interest.
Transactions
with Promoters
Standard
does not have promoters and has no transactions with any promoters.
PART
IV
ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K
(a)
(1) Financial
Statements.
The
following financial statements are included in this report:
Title
of
Document Page
|
|
Report
of Madsen & Associates, CPA’s Inc.
|
31 |
Balance Sheet as at August 31, 2005 | 32 |
Statement
of Operations for the year ended August 31, 2005 and 2004 and
for
the period from September 24, 1998 (Date of Inception)
to
August
31, 2005
|
33
|
Statement
in Changes in Stockholders’ Equity for the period from September
24,
1998 (Date of Inception) to August 31, 2005
|
34
|
Statement
of Cash Flows for the year ended August 31, 2005 and 2004 and
for
the period from September 24, 1998 (Date of
Inception)
to August 31, 2005
|
35
|
Notes to the Financial Statements | 36 |
-27-
(a)
(2) Financial
Statement Schedules
The
following financial statement schedules are included as part of this
report:
None.
(a)
(3) Exhibits
The
following exhibits are included as part of this report by
reference:
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
|
Certificate
Pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer)
|
99.2
|
Certification
of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
99.3
|
Certificate
Pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer)
|
99.4
|
Certification
of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
(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
-28-
ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit
Fees
The
aggregate fees billed by the independent accountants for the last two fiscal
years for professional services for the audit of Standard’s annual financial
statements and the review included in Standard’s Form 10-QSB and services that
are normally provided by the accountants in connection with statutory and
regulatory filings or engagements for those fiscal years were as follows:
August
31, 2005 -$3,600 and August 31, 2004 - $3,400.
(2) Audit-Related
Fees
The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to
the
performance of the audit or review of Standard’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax
Fees
The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advice,
and tax planning was $200.
(4) All
Other Fees
During
the last two fiscal years there were no other fees charged by the principal
accountants other than those disclosed in (1) and (3) above.
(5) Audit
Committee’s Pre-approval Policies
At
the
present time, there are not sufficient directors, officers and employees
involved with Standard to make any pre-approval policies meaningful. Once
Standard has elected more directors and appointed directors and non-directors
to
the Audit Committee it will have meetings and function in a meaningful
manner.
(6) Audit
hours incurred
The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Standard’s internal accountant.
-29-
SIGNATURES
In
accordance with Section 13 or 15(d) 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:
January 10, 2006 By:
/s/
“Del Thachuk”
Del
Thachuk
Chief
Executive Officer,
President
and Director
By:/s/
"B.Gordon
Brooke"
B.Gordon
Brooke
Chief
Financial
Officer,
Chief
Accounting
Officer and Director
Date:
January 10, 2006
-30-
MADSEN
& ASSOCIATES, CPA’s INC. 684
East
Vine Street, #3
Certified
Public Accountants and Business Consultants Board Murray,
Utah,
84107
Telephone
801-268-2632
Fax
801-262-3978
Board
of
Directors
Standard
Capital Corporation
Vancouver
B. C. Canada
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
audited the accompanying balance sheet of Standard Capital Corporation (pre-
exploration stage company) at August 31, 2005, and the statement of operations,
stockholders' equity, and cash flows for the years ended August 31, 2005 and
2004. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management as
well
as evaluating the overall balance sheet presentation. We believe that our audits
provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Standard Capital Corporation at
August 31, 2005, and the results of operations, and cash flows for the years
ended August 31, 2005 and 2004 and the period September 24, 1998 (date of
inception) to August 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a 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. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that
might
result from the outcome of this uncertainty.
Murray,
Utah /s/
“Madsen & Associates, CPA’s Inc.”
October
16, 2005
-31-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
BALANCE
SHEET
August
31, 2005
ASSETS
|
|
CURRENT
ASSETS
|
|
Cash
|
$103
|
Total
Current Assets
|
$103
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
|
CURRENT
LIABILITIES
|
|
Accounts
payable - related party
|
$28,403
|
Accounts
payable
|
44,639
|
73,042
|
|
STOCKHOLDERS’
DEFICIENCY
|
|
Common
Stock
|
|
200,000,000
shares authorized, at $0.001 par value
1,295,000
shares issued and outstanding
|
1,295
|
Capital
in excess of par value
|
31,155
|
Deficit
accumulated during the pre-exploration stage
|
(105,389)
|
Total
Stockholders’ Deficiency
|
(72,939)
|
$103
|
The
accompanying notes are an integral part of these financial
statements
-32-
STANDARD
CAPITAL CORPORATION
(Pre-exploration
Stage Company)
STATEMENT
OF OPERATIONS
For
the Years Ended August 31, 2005 and 2004 and the Period
September
24, 1998 (Date of Inception) to August 31, 2005
Aug
31,
2005
|
Aug
31,
2004
|
Sept
24, 1998
to
Aug 31, 2005
|
|
REVENUES
|
$-
|
$-
|
$-
|
EXPENSES
|
13,105
|
24,180
|
105,389
|
NET
LOSS
|
$(13,105)
|
$(24,180)
|
$(105,389)
|
NET
LOSS PER COMMON SHARE
|
||
Basic
and diluted
|
$(0.01)
|
$(0.02)
|
AVERAGE
OUTSTANDING SHARES
|
||
Basic
|
1,295,000
|
1,295,000
|
The
accompanying notes are an integral part of these financial
statements.
-33-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
For
the Period from September 24, 1998 (Date of Inception)
to
August 31, 2005
Common
Shares
|
Stock
Amount
|
Capital
in
Excess
of
Par
Value
|
Accumulated
Deficit
|
|
Balance
September 24, 1998
(date of
inception)
|
-
|
$
-
|
$
-
|
$
-
|
Issuance
of common shares for cash at
$0.001
- January 11, 1999
|
1,000,000
|
1,000
|
-
|
-
|
Issuance
of common shares for cash at
$0.001
- February 19, 1999
|
100,000
|
100
|
-
|
-
|
Issuance
of common shares for cash at
$0.01
- February 15, 1999
|
195,000
|
195
|
1,755
|
-
|
Capital
contributions - expenses
|
-
|
-
|
4,200
|
|
Net
operating loss for the period from
September
24, 1998 to August 31, 1999
|
-
|
-
|
-
|
(12,976)
|
Capital
contributions - expenses
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended
August
31, 2000
|
-
|
-
|
-
|
(12,392)
|
Capital
contributions - expenses
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended
August
31, 2001
|
-
|
-
|
-
|
(13,015)
|
Capital
contributions - expenses
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended
August
31, 2002
|
-
|
-
|
-
|
(13,502)
|
Capital
contributions
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended
August
31, 2003
|
-
|
-
|
-
|
(16,219)
|
Capital
contributions
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended
August
31, 2004
|
-
|
-
|
-
|
(24,180)
|
Capital
contributions
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended
August
31, 2005
|
-
|
-
|
-
|
(13,105)
|
Balance,
August 31, 2005
|
1,295,000
|
$1,295
|
$31,155
|
$(105,389)
|
The
accompanying notes are an integral part of these financial
statements.
-34-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
STATEMENT
OF CASH FLOWS
For
the Years ended August 31, 2005 and 2004 and the Period
September
24, 1998 (Date of Inception) to August 31, 2005
Aug
31,
2005
|
Aug
31,
2004
|
Sept
24, 1998
to
Aug 31, 2005
|
|
CASH
FLOWS FROM
OPERATING
ACTIVITIES:
|
|||
Net
loss
|
$(13,105)
|
$(24,180)
|
$(105,389)
|
Adjustments
to reconcile net loss
to
net cash provided by
operating
activities:
|
|||
Change
in accounts payable
|
8,940
|
19,917
|
73,042
|
Capital
contributions - expenses
|
4,200
|
4,200
|
29,400
|
Net
Change in Cash from
Operations
|
35
|
(63)
|
(2,947)
|
CASH
FLOWS FROM INVESTING
ACTIVITIES
|
-
|
-
|
-
|
CASH
FLOWS FROM
FINANCING
ACTIVITIES:
|
|||
Proceeds
from issuance of
common
stock
|
-
|
-
|
3,050
|
Net
Increase in Cash
|
35
|
(63)
|
103
|
Cash
at Beginning of Period
|
68
|
131
|
-
|
CASH
AT END OF PERIOD
|
$103
|
$68
|
$103
|
SCHEDULE
OF NONCASH
OPERATING
ACTIVITIES
|
|||
Capital
contributions - expenses
|
$4,200
|
$4,200
|
$29,400
|
The
accompanying notes are an integral part of these financial
statements.
-35-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2005
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
share with a par value of $0.001 per
share.
|
The
Company has completed a private placement 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
August
31, 2005, the Company had a net operating loss carry forward of $105,389. The
tax benefit of approximately $31,600 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
starting in 2014 through 2025.
|
-36-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2005
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
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.
|
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 any common share rights unless the exercise becomes
antidilutive and then only the basic per share amounts are shown
in the
report.
|
Unproven
Mineral Claim Costs
Costs
of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
Revenue
Recognition
Revenue
is recognized on the sale and transfer of goods or completion of
service.
Advertising
and Market Development
The
company expenses advertising and market development costs as
incurred.
Financial
and Concentrations Risk
The
Company does not have any concentration or related financial credit
risk.
|
Environmental
Requirements
At
the report date environmental requirements related to the mineral
claim
acquired are unknown and therefore an estimate of any future cost
cannot
be made.
|
Estimates
and Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with accounting principles 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.
-37-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2005
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Financial
Instruments
The
carrying amounts of financial instruments, including cash and accounts payable,
are considered
by management to be their estimated fair value due to their short term
maturities.
Recent
Accounting Pronouncements
The
Company does not
expect that the adoption of other recent accounting pronouncements
will have a material impact on its financial statements.
3. ACQUISITION
OF MINING CLAIMS
The
Company acquired one 18 unit metric claim known as the Standard claim
located 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 $3,780 Cdn or the completion of work on the property of
$3,600
Cdn plus a filing fee of $180 Cdn.
|
The
claims have not been proven to have commercially recoverable reserves
and
therefore the acquisition and exploration costs have been
expensed.
|
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES
On
September 3, 2005, officers-directors and their families had acquired 21% of
the
common capital stock issued, and have made no interest, demand loans of $28,403
and have made contributions to capital of $29,400 to the Company in the form
of
expenses paid for the Company.
5. 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.
|
6.
|
CAPITAL
STOCK
|
During
October and November 2005 the Company completed a private placement
offering of 990,000 common shares for cash of
$49,500.
|
7.
|
GOING
CONCERN
|
The
Company will need additional working capital to service its debt
and to
develop the mineral claims acquired, which raises substantial doubt
about
its ability to continue as a going concern. Continuation of the
Company as
a going concern is dependent upon 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, which will enable the Company to operate for the
coming
year.
|
-38-