SB-2/A: Optional form for registration of securities to be sold to the public by small business issuers
Published on January 19, 2006
As
filed with the Commission on January----, 2006 File
No. 333-129622
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SB-2A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment
No.1)
STANDARD
CAPITAL CORPORATION
Name
of
small business issuer in its charter)
Delaware 1099 91-1949078
(State
or
jurisdiction of (Primary
Standard Industrial (I.R.S.
Employee
incorporation
or organization) Classification
Code Number) Identification
No.)
2429
-
128th
Street,
Surrey, B.C., Canada, V4A 3W2
Telephone:
(604) 538-4898
(Address
and telephone number of principal executive offices)
2429
-
128th
Street, Surrey, British Columbia, Canada, V4A 3W2
(Address
of principal place of business or intended principal place of
business)
The
Company Corporation, 1013 Centre Road, Wilmington, DE 19805
Telephone
(302) 636-5440
(Name,
address and telephone number of agent of service)
Copies
to:
Conrad
C.
Lysiak, Esq., 601 West First Avenue, Suite 503, Spokane, Washington
99201
Telephone:
(509) 624-1475
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box [X]
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement of the same offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If
this
Form is a post-effective amendment filed pursuant to Rule 462 (d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box [ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of each
class
of securities
to
be registered
|
Number
of
Shares
to be
Registered
|
Proposed
maximum
offering
price
per share (i) (ii)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee
(iii)
|
|
Common
stock
|
855,000
|
$0.05
|
$42,750
|
$100
|
(i) Estimated
solely for the purpose of calculating the registration fee in accordance with
Rule 457(o) of the Securities Act of 1933.
| (ii) |
There
is no public market for the securities of Standard Capital Corporation.
Our common stock is not traded on any national exchange and in accordance
with Rule 457, the offering price was determined by the offering
price for
shares of Standard Capital Corporation sold to subscribers by way
of a
private placement offering memorandum. The price of $0.05 is a fixed
price
at which the selling security holders may sell their shares unless
our
common stock is subsequently quoted on the OTC Bulletin Board at
which
time the shares may be sold at prevailing market prices or privately
negotiated prices.
|
| (iii) |
Fee
calculated in accordance with Rule 457(o) of the Securities Act of
1933.
|
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8 (a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8
(a),
may determine.
Prospectus Subject
to Completion
Date:
January
,2006
The
Information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell securities and it is not soliciting an offer
to buy these securities in any state where the offering or sale is not
permitted.
STANDARD
CAPITAL CORPORATION
Offering
Price: $
0.05 per share
Offering
by Selling Security Holders: 855,000 Shares of Common Stock
We
are
registering 855,000 common shares for resale by the selling security holders
identified in this prospectus. We will not receive any of the proceeds for
the
sale of the shares by the selling security holders. We will pay all expenses
in
connection with this offering, other than commissions and discounts of
underwriters, dealers or agents. The shares are being registered to permit
public secondary trading of the shares being offered by the selling security
holders named in this prospectus. The number of shares of Standard Capital
Corporation being registered by selling security holders is 37.4% of the
company’s currently issued and outstanding share capital.
The
selling security holders will sell at a price of $0.05 per share, provided
that
if our shares are subsequently quoted on the OTC Bulletin Board selling security
holders may sell at prevailing market prices or privately negotiated
prices.
There
is
no public market for Standard Capital Corporation’s common stock.
Investing
in our common stock involves a high degree of risk. The reader should carefully
consider the factors described under the heading “Risk Factors” beginning at
page 5 .
Neither
the Securities and Exchange Commission nor any State Securities Commission
has
approved or disapproved of these securities or determined if this prospectus
is
truthful or complete. Any representation to the contrary is a criminal offense.
Dealer
Prospectus Delivery Instructions
Until
, 2006
all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This
is
in addition to the dealers’ obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
The
date
of this prospectus is January ,
2006.
-1-
Table
of Contents
|
Summary
of Prospectus
|
3
|
|
Risk
Factors
|
5
|
|
Use
of Proceeds
|
13
|
|
Determination
of Offering Price
|
14
|
|
Selling
Security Holders
|
14
|
|
Plan
of Distribution: Terms of the Offering
|
16
|
|
Business
|
17
|
|
Management’s
Discussion and Analysis or Plan of Operations
|
23
|
|
Management
|
29
|
|
Executive
Compensation
|
33
|
|
Principle
Shareholders
|
36
|
|
Description
of Securities
|
37
|
|
Certain
Transactions
|
39
|
|
Litigation
|
40
|
|
Interest
of Named Experts and Counsel
|
40
|
|
Market
for Common Shares & Related Shareholders Matters
|
40
|
|
Additional
Information
|
41
|
|
Changes
in Accountants
|
41
|
|
Financial
Statements
|
42
|
|
Undertakings
|
62
|
|
Signatures
|
63
|
-2-
SUMMARY
OF PROSPECTUS
This
summary provides an overview of all material information contained in this
prospectus. It does not contain all the information you should consider
before
making a decision to purchase the shares our selling security holders are
offering. You should very carefully and thoroughly read the more detailed
information in this prospectus and review our financial statements and
all other
information that is incorporated by reference in this prospectus.
In
this
prospectus we refer to ‘Standard Capital Corporation’ variously as, “Standard”,
“the Company”, “we”, “our” and “us”.
Our
Business
The
Company was incorporated in the State of Delaware on September 24, 1998. Our
fiscal year end is August 31. Our
executive offices are located at 2429 - 128th
Street,
Surrey, British Columbia, Canada, V4A 3W2. Our telephone number is (604)
538-4898 and the fax number is (604) 538-5939. The Company does not have any
subsidiaries, affiliated companies or joint venture partners.
We
are a
start-up mineral company in the pre-exploration stage and have not generated
any
operating revenues since inception. We are the beneficial owner of a 100%
interest in the Standard mineral claim (the “Standard Claim”) located in British
Columbia, Canada. Although we are in possession of a signed, registerable
Bill
of Sale Absolute transferring all right, title and interest in the claim
to us,
title remains recorded in the name of our President and Chief Executive
Officer,
Del Thachuk.. That is because the Province of British Columbia requires
that all
mineral claims be held in (i) the name of a resident of the Province, or
(ii) by
a company either incorporated in British Columbia or extra-provincially
incorporated. At the present time, we do not wish to incur the cost,
approximately $385, to extra-provincially incorporate in British Columbia.
In
addition, the cost of a ‘Free Miner’s License’, a prerequisite to our being able
to register tile to the Standard Claim, is a further $400 whereas there
is no
cost to us using Del Thachuk’s Free Miner’s License to hold the Standard Claim.
Beneficial
ownership of the Standard Claim confers on us the rights to the minerals on
the
Standard Claim except for placer minerals or coal. We do not own the land itself
since it is held in the name of the “Crown”, i.e. the Province of British
Columbia, Canada. We do not have the right to harvest any timber on the Standard
Claim.
We
own no
other mineral property and are not engaged in the exploration of any other
mineral properties. There can be no assurance that a commercially viable
mineral
deposit, an ore reserve, exists on the Standard Claim or can be shown to
exist
unless and until sufficient and appropriate exploration work is carried
out and
a comprehensive evaluation of such work concludes economic and legal
feasibility. We have conducted minimal exploration work on the Standard
Claim,
expending approximately $ 15,700 on preliminary exploration work to date.
In
order to conduct significant exploration work on the Standard Claim we
must
raise additional capital.
The
Offering
|
Common
shares offered
|
855,000
offered by the selling security holders detailed in the section
of the
Prospectus entitled “Selling Security Holders” beginning on page
14.
|
|
Common
shares outstanding as
of
the date of this Prospectus
|
2,285,000
|
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of our common shares
by the
selling security holders.
|
-3-
|
Plan
of Distribution
|
The
offering is made by the selling security holders named in this Prospectus
to the extent they sell shares. Sales may be made at $0.05 per share,
provided that if our shares are subsequently traded on the OTC Bulletin
Board, selling security holders may sell at market or privately negotiated
prices.
|
|
Risk
Factors
|
You
should carefully consider all the information in this Prospectus.
In
particular, you should evaluate the information set forth in
the section
of the Prospectus entitled “Risk Factors” beginning on page 5 before
deciding whether to purchase the common
shares.
|
Selected
Financial Information
The
following financial information summarizes the more complete historical
financial information set out in our audited financial statements filed with
this prospectus:
|
As
of
November
30,
2005
(Unaudited)
|
As
of
August
31,
2005
(Audited)
|
|
|
Statement
of Expenses Information:
|
||
|
Revenue
|
$Nil
|
$Nil
|
|
Net
Losses
|
(127,976)
|
(105,389)
|
|
Total
Operating Expenses
|
127,976
|
105,389
|
|
Staking
and Exploration Costs
|
15,736
|
12,636
|
|
General
and Administrative
|
112,240
|
92,753
|
|
As
of
November
30,
2005
(Unaudited)
|
As
of
August
31,
2005
(Audited)
|
|
|
Balance
Sheet Information:
|
||
|
Cash
|
11,130
|
103
|
|
Total
Assets
|
11,130
|
103
|
|
Total
Liabilities
|
56,106
|
73,042
|
|
Stockholders
Equity (deficit)
|
(44,976)
|
(72,939)
|
On
September 30, 2005 Standard completed a private placement pursuant to
Regulation
S of the Securities Act of 1933, whereby 990,000 common shares were sold
at the
price of $0.05 per share to raise $49,500. Of these funds $9,955 remains
in cash
as of December 31, 2005, with the balance of $39,945 having been expended
as
follows:
-4-
|
Payment
of outstanding accounts payable:
|
||
|
Independent
auditors
|
$8,400
|
|
|
Office
expenses
|
4,102
|
|
|
Transfer
agent
|
4,000
|
|
|
Previous
exploration expenses
|
2,605
|
$19,107
|
|
Bank
charges
|
131
|
|
|
Consulting
fees - preparation of SB-2
|
10,000
|
|
|
Automobile
expenses paid to the President
|
888
|
|
|
Assessment
work on Standard claim
|
3,100
|
|
|
Legal
|
2,500
|
|
|
Filing
fees - State of Delaware
|
11
|
|
|
Transfer
agent fees
|
622
|
|
|
Travel
expenses
|
540
|
|
|
Independent
auditors - August 31, 2005 and
November
30, 2005 financial statements
|
3,046
|
|
|
Amount
paid from funds raised on private
placement
|
$39,945
|
Risk
Factors
An
investment in our securities involves an exceptionally high degree of risk
and
is extremely speculative. In addition to the other information regarding
Standard contained in this prospectus, you should consider many important
factors in determining whether to purchase the shares being offered. The
following risk factors reflect the potential and substantial material risks
which could be involved if you decide to purchase shares in this
offering.
Risks
Associated with our Company:
| 1. |
Because
our auditors have issued a going concern opinion and because our
officers
and directors will not loan any money to us, we may not be able to
achieve
our objectives and may have to suspend or cease exploration
activity.
|
Our
auditors' report on our 2005 financial statements expressed an opinion that
substantial doubt exists as to whether we can continue as an ongoing business
for the next twelve months. Because our officers and directors are unwilling
to
loan or advance capital to us, we believe that if we do not raise additional
capital through the issuance of treasury shares, we will be unable to conduct
exploration activity and may have to cease operations and go out of
business.
| 2. |
Because
the probability of an individual prospect ever having reserves is
extremely remote, in all probability our property does not contain
any
reserves, and any funds spent on exploration will be lost.
|
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Standard Claim, does not
contain any reserves, and any funds spent on exploration will be lost. If we
cannot raise further funds as a result, we may have to suspend or cease
operations entirely which would result in the loss of your
investment.
-5-
3.
We lack an operating history and have losses which we expect to continue into
the future. As a result, we may have to suspend or cease exploration activity
or
cease operations.
We
were
incorporated in 1998 and our limited exploration activities have not generated
any revenues. We have an insufficient exploration history upon which to
properly
evaluate the likelihood of our future success or failure. Our net loss
from
inception to Novemeber 30, 2005, the date of our most recent un-audited
quarterly financial statements is $127,976. Our ability to achieve and
maintain
profitability and positive cash flow in the future is dependent
upon
|
|
*
|
our
ability to locate a profitable mineral property
|
|
*
|
our
ability to locate an economic ore reserve
|
|
|
|
*
|
our
ability to generate revenues
|
|
|
*
|
our
ability to reduce exploration
costs.
|
Based
upon current plans, we expect to incur operating losses in future periods.
This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues will cause
us
to go out of business.
| 4. |
Because
our officers and directors do not have technical training or experience
in
starting, and operating an exploration company nor in managing a
public
company, we will have to hire qualified personnel to fulfill these
functions. If we lack funds to retain such personnel, or cannot locate
qualified personnel, we may have to suspend or cease exploration
activity
or cease operations which will result in the loss of your investment.
|
Because
our officers and directors are inexperienced with exploring for minerals and
starting, and operating a mineral exploration company, we will have to hire
qualified persons to perform surveying, exploration, and excavation of our
property. Our officers and directors have no direct training or experience
in
these areas and as a result may not be fully aware of many of the specific
requirements related to working within the industry. Their decisions and choices
may not take into account standard engineering or managerial approaches, mineral
exploration companies commonly use. Consequently our exploration, earnings
and
ultimate financial success could suffer irreparable harm due to certain of
management's lack of experience in this industry. Additionally, our officers
and
directors have no direct training or experience in managing and fulfilling
the
regulatory reporting obligations of a ‘public company’ like Standard. Unless our
two part time officers are willing to spend more time addressing these matters,
we will have to hire professionals to undertake these filing requirements for
Standard and this will increase the overall cost of operations.
As
a
result we may have to suspend or cease exploration activity, or cease operations
altogether, which will result in the loss of your investment.
| 5. |
We
have no known ore reserves. Without ore reserves we cannot generate
income
and if we cannot generate income we will have to cease exploration
activity which will result in the loss your investment.
|
We
have
no known ore reserves. Even if we find gold mineralization we
cannot
guarantee that any gold mineralization will
be
of sufficient quantity so as to warrant recovery. Additionally, even if we
find
gold mineralization in
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold mineralization is
recoverable, we cannot guarantee that this can be done at a profit. Failure
to
locate gold deposits in economically recoverable quantities will mean we cannot
generate income. If we cannot generate income we will have to cease exploration
activity, which will result in the loss of your investment.
-6-
| 6. |
If
we don't raise enough money for exploration, we will have to delay
exploration or go out of business, which will result in the loss
of your
investment.
|
We
are in
the very early pre-exploration stage. We need to raise additional capital
to
undertake our planned exploration activity. We estimate we have sufficient
cash
on hand, to continue operations for nine months provided we do not carry
out our
planned exploration activity. You may be investing in a company that will
not
have the funds necessary to conduct any exploration activity whatsoever
due to
our inability to raise additional capital. If that occurs we will have
to delay
exploration or cease our exploration activity and go out of business which
will
result in the loss of your investment.
| 7. |
Because
we are small and do not have much capital, we must limit our exploration
and as a result may not find an ore body. Without
an ore body, we cannot generate revenues and you will lose your
investment.
|
Any
potential development of and production from our exploration property depends
upon the results of exploration programs and/or feasibility studies and the
recommendations of duly qualified engineers and geologists. Because we are
small
and do not have much capital, we must limit our exploration activity unless
and
until we raise additional capital.
Any
decision to expand our operations on our exploration property will involve
the
consideration and evaluation of several significant factors including, but
not
limited to:
| · |
Costs
of bringing the property into production including exploration work,
preparation of production feasibility studies, and construction of
production facilities;
|
· Availability
and costs of financing;
l Ongoing
costs of production;
· Market
prices for the minerals to be produced;
· Environmental
compliance regulations and restraints; and
· Political
climate and/or governmental regulation and control.
Such
programs will require very substantial additional funds. Because we may have
to
limit our exploration, we may not find an ore body, even though our property
may
contain mineralized material. Without an ore body, we cannot generate revenues
and you will lose your investment.
| 8. |
We
may not have access to all of the supplies and materials we need
to begin
exploration which could cause us to delay or suspend exploration
activity.
|
Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration.
We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital. If we cannot
find the products and equipment we need, we will have to suspend our exploration
plans until we do find the products and equipment we need.
| 9. |
Because
our officers and directors have other outside business activities
and may
not be in a position to devote a majority of their time to our exploration
activity, our exploration activity may be sporadic which may result
in
periodic interruptions or suspensions of
exploration.
|
Our
President and CEO, will be devoting only 15% of his time, approximately 15
hours
per month, to our operations our business. Our Secretary-Treasurer and our
other
director will be devoting only 5 to 10 hours
-7-
per
month
to our operations. As a consequence our business may suffer. For example,
because our officers and directors have other outside business activities and
may not be in a position to devote a majority of their time to our exploration
activity, our exploration activity may be sporadic or may be periodically
interrupted or suspended. Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.
10.
Title
to the Standard Claim is registered in the name of another person. Failure
of
the Company to obtain good title to the claim will result in our having to
cease
operations.
Title
to
the property we intend to explore is not held in our name. Title to the
Standard
Claim is recorded in the name of Del Thachuk, our President and Chief Executive
Officer.. In the event Del Thachuk was to grant a third party a deed of
ownership, by way of Bill Sale Absolute, which was subsequently registered
prior
to our deed, that third party would obtain good title and we would have
nothing.
Similarly, if Del Thachuk were to grant an option to a third party, that
party
would be able to enter the claims, carry out certain work commitments and
earn
right and title to the claims and we would have little recourse against
such
third party even though we would be harmed, would not own any property
and would
have to cease operations. Although we would have recourse against Del Thachuk
in
the situations described, there is a question as to whether that recourse
would
have specific value.
The
Company has consistently been late in filing its Forms 10K-SB and 10Q-SB with
the SEC. It did not file any reports with the SEC from April 22, 2004 to October
17, 2005 due to the Company having a lack of funds to pay its independent
auditors. Therefore, we were a late filer as defined under Rule
12b-25(b)(2)(ii). With management not devoting significant time to the affairs
of the Company, there is the strong possibility the lack of timely reporting
may
be a material risk to the Company in that its shares may be halted on the OTC
Bulletin Board, when and if they are quoted, either for a period of time or
permanently, if Standard consistently files late. Investors should consider
whether or not they wish to invest in the shares of a company where its present
management has been a late filer with the SEC.
Risks
Associated with this Offering:
12.
Because we may be unable to meet property maintenance requirements or acquire
necessary mining licenses, we may lose our interest in the Standard Claim.
In
order
to maintain our interest in the Standard Claim we must make an annual payment
and/or expend certain minimum amounts on the exploration of the mineral
claim of
approximately $3,100 each year. If we fail to make such payments or expenditures
in a timely fashion, we may lose our interest in the mineral claim. Further,
even if we do complete exploration activities, we may not be able to obtain
the
necessary licenses to conduct mining operations on the property, and thus
would
realize no benefit from exploration activities on the property.
The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production.
At
present, the Standard Claim, our sole property, does not have a known body
of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labour disruptions, flooding, explosions, cave-ins, landslides
and the inability to obtain suitable or
-8-
adequate
machinery, equipment or labour are other risks involved in extraction operations
and the conduct of exploration programs. We do not carry liability insurance
with respect to our mineral exploration operations and we may become subject
to
liability for damage to life and property, environmental damage, cave-ins or
hazards. There are also physical risks to the exploration personnel working
in
the rugged terrain of British Columbia, often in poor climatic conditions.
Previous mining exploration activities may have caused environmental damage
to
the Standard Claim. It may be difficult or impossible to assess the extent
to
which such damage was caused by us or by the activities of previous operators,
in which case, any indemnities and exemptions from liability may be ineffective.
If the Standard Claim is found to have commercial quantities of ore, we would
be
subject to additional risks respecting any development and production
activities. Most exploration projects do not result in the discovery of
commercially mineable deposits of ore.
14.
No matter how much money is spent on the Standard Claim, the risk is that we
might never identify a commercially viable ore reserve.
No
matter
how much money is spent over the years on the Standard Claim, we might never
be
able to find a commercially viable ore reserve. Over the coming years, we could
spend a great deal of money on the Standard Claim without finding anything
of
value. There is a high probability the Standard Claim does not contain any
reserves so any funds spent on exploration will probably be lost.
15.
Even with positive results during exploration, the Standard Claim might never
be
put into commercial production due to inadequate tonnage, low metal prices
or
high extraction costs.
We
might
be successful, during future exploration programs, in identifying a source
of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible. If the cost of extracting any minerals that
might be found on the Standard Claim is in excess of the selling price of such
minerals, we would not be able to develop the Standard Claim. Accordingly even
if ore reserves were found on the Standard Claim, without sufficient tonnage
we
would still not be able to economically extract the minerals from the Standard
Claim in which case we would have to abandon the Standard Claim and seek another
mineral claim to develop, or cease operations altogether.
16.
Because we have not put a mineral deposit into production before, we will have
to acquire outside expertise. If we are unable to acquire such expertise we
may
be unable to put our property into production and you may lose your investment.
We
have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.
17.
Without a public market there is no liquidity for our shares and our
shareholders may never be able to sell their shares which would result in a
total loss of their investment.
Our
common shares are not listed on any exchange or quotation system and do
not have
a market maker which results in no market for our shares. Therefore, our
shareholders will not be able to sell their shares in an organized market
place
unless they sell their shares privately. If this happens, our shareholders
might
not receive a price per share which they might have received had there
been a
public market for our shares. . Once this registration statement becomes
effective, it is our intention to apply for a quotation on the OTC Bulletin
Board (“OTCBB”) whereby:
-9-
|
●
|
We
will have to be sponsored by a participating market maker who will
file a
Form 211 on our behalf since we will not have direct access to the
NASD
personnel; and
|
|
●
|
We
will not be quoted on the OTCBB unless we are current in our periodic
reports; being at a minimum Forms 10K-SB and 10Q-SB, filed with the
SEC or
other regulatory authorities.
|
Presently,
we estimate the time it will take us to become effective with this prospectus
will be six months plus twelve to eighteen additional weeks thereafter
to be
approved for a quotation on the OTCBB. However, we cannot be sure we will
be
able to obtain a participating market maker or be approved for a quotation
on
the OTCBB. If this is the case, there will be no liquidity for the shares
of our
shareholders.
|
18.
|
Even
if a market develops
for our shares our shares may be thinly traded, with wide share price
fluctuations, low share prices and minimal
liquidity.
|
If
a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:
● Potential
investors’ anticipated feeling regarding our results of operations;
● Increased
competition and/or variations in mineral prices;
● Our
ability or inability to generate future revenues; and
● Market
perception of the future of the mineral exploration industry.
In
addition, if our shares are traded on the OTCBB, our share price may be impacted
by factors that are unrelated or disproportionate to our operating performance.
Our share price might be affected by general economic, political and market
conditions, such as recessions, interest rates or international currency
fluctuations. In addition, even if our stock is approved for quotation by a
market maker through the OTCBB, stocks traded over this quotation system are
usually thinly traded, highly volatile and not followed by analysts. These
factors, which are not under our control, may have a material effect on our
share price.
19.
We anticipate the need to sell additional treasury share in the future meaning
that there will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced
accordingly.
We
expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock. This will result in a dilution effect to our
shareholders whereby their percentage ownership interest in the Company is
reduced. The magnitude of this dilution effect will be determined by the number
of shares we will have to issue in the future to obtain the funds
required.
20.
Because our securities are subject to penny stock rules, you may have difficulty
reselling your shares.
Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of
a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer
must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of
his
stock.
-10-
Glossary
of Geological and Technical Terms
The
following represents various geological and technical terms used in this
prospectus which the reader may not be familiar with.
|
Word
|
Definition
|
|
Andesite
|
A
dark-colored, fine-grained rock that, when porphyritic , contains
phenocrysts composed primarily of zoned sodic plagioclase and one
or more
mafic minerals.
|
|
Argillite
|
A
compact rock, derived either from mudstone (clay or siltstone) or
shale,
that has undergone a somewhat higher degree of induration than mudstone
or
shale but is less clearly laminated and without fissility, and lacks
cleavage distinctive of slate.
|
|
Arsenopyrite
|
A
monoclinic mineral most common arsenic mineral and principal ore
of
arsenic, occurs in many sulfide ore deposits, particularly those
containing lead, silver and gold.
|
|
Assay
|
Method
used to test the composition of a mineral sample - expressed in “ounces
per ton” or “ parts per million”.
|
|
Bornite
|
An
isometic mineral brownish bronze in color and is a valuable source
of
copper.
|
|
Breccia
|
A
coarse-grained clastic rock, composed of angular broken rock fragments
held together by a mineral cement or in a fine grained
matrix.
|
|
Carbonate
|
A
salt or ester of carbonic acid (exist only in solution and reacting
with
bases to form carbonates).
|
|
Chert
|
A
fine grained silicious rock.
|
|
Claim
|
A
portion of mining ground held under the Provincial laws by Standard
Capital Corporation, by virtue of one location and record where it
has the
mineral rights to all minerals thereon except coal.
|
|
Deposit
|
Mineral
deposit or ore deposit is used to designate a natural occurrence
of a
useful mineral, or an ore, in sufficient extent and degree of
concentration to invite exploration.
|
|
Dips
|
The
angle at which a bed, stratum, or vein is inclined from the horizontal,
measured perpendicular to the strike and in vertical
plane.
|
|
Fissure
|
A
fracture or crack in rock which there is a distinct
separation.
|
|
Geophysical
surveys
|
The
exploration of an area in which geophysical properties and relationships
unique to the area are mapped by one or more geophysical methods
- in
boreholes, airborne or satellite platforms.
|
|
Granodiorite
|
A
group of coarse-grained plutonic rocks intermediate in composition
between
quartz diorite and quartz monzonite, and potassium feldspar, with
biotite,
hornblende, or, more rarely, pyroxene, as the mafic
component.
|
-11-
|
Greenstone
|
A
field term applied to any compact dark-green altered or metamorphosed
basic igneous rock that owes its colour to the presence of chorite,
actinolite or epidote.
|
|
Igneous
rock
|
A
rock or mineral that solidified from molten or partly molten
material.
|
|
Mafic
|
Pertaining
to or composed of the ferrmagnesion rock-forming silicates, said
of some
igneous rocks and their constituent minerals.
|
|
Metamorphic
|
The
mineralogical, chemical, and structural adjustment of solid rocks
to
physical and chemical conditions that have generally been imposed
at depth
below the surface zones of weathering and cementation, and that differ
from the conditions under which the rocks in question
originated.
|
|
Mineralization
|
Potential
economic concentration of commercial metals occurring in
nature.
|
|
Ore
|
The
natural occurring mineral from which a mineral or minerals of economic
value can be extracted profitable or to satisfy social or political
objectives.
|
|
Placer
gold
|
Gold
eroded from its original host rock and re-deposited in gravel beds
by
stream action.
|
|
Pryite
|
A
pale bronze or brass yellow metal with a hardness of 6.0 to 6.5 which
is
often called “fool’s gold”.
|
|
Quartz
|
It
is the most common of all solid minerals and may be colorless and
transparent.
|
|
Reserve
|
(1) That
part of a mineral deposit which could be economically and legally
extracted or produced at the time the reserve is determined.
(2) Proven:
Reserves for which (a) quantity is computed from dimensions revealed
in
outcrops, trenches, workings or drill holes; grade and/or quality
are
computed from the results of detailed sampling and (b) the site for
inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth and
mineral
content of reserves are well-established.
(3) Probable:
Reserves for which quantity and grade and/or quality are computed
from
information similar to that used for proven (measure) reserves, but
the
sites for inspection, sampling, and measurement are farther apart
or are
otherwise less adequately spaced. The degree of assurance, although
lower
than for proven (measured) reserves, is high enough to assume continuity
between points of observation.
|
|
Sediments
|
Solid
fragmental material that originates from weathering of rocks and
is
transported or deposited by air, water, or ice, or that accumulates
by
other natural agents, such as chemical precipitation from solutions
or
secretion by organisms, and forms in layers on the Earth’s surface at
ordinary temperatures in a loose, unconsolidated form.
|
|
Shear
|
A
deformation resulting from stresses that cause or tend to cause contiguous
parts of a body to slide relatively to each other in a direction
parallel
to their plane of contact.
|
|
Siliceous
|
Said
of a rock containing free silica or, in the case of volcanic glass,
silica
in the norm.
|
-12-
|
Soil
sample
|
A
sample of surface material analyzed by lab techniques to test the
content
of trace elements occurring in nature: copper , lead, zinc,
etc.
|
|
Veins
|
A
zone or belt of mineralized rock lying within boundaries clearly
separating it from neighboring rocks.
|
|
Volcanic
|
Characteristic
of, pertaining to, situated in or upon, formed in, or derived from
volcanoes.
|
|
Zone
|
A
belt, band, or strip of earth materials, however disposed; characterized
as distinct from surrounding parts by some particular secondary
enrichment.
|
Foreign
Currency and Exchange Rates
Our
sole
mineral claim is located in British Columbia, Canada and costs expressed in
the
geological report on the claims are expressed in Canadian Dollars. For purposes
of consistency and to express United States Dollars throughout this registration
statement, Canadian Dollars have been converted into United States currency
at
the rate of US $1.00 being approximately equal to Cdn $1.20 or Cdn. $1.00 being
approximately equal US $0.80 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling stockholders. We will not receive any proceeds
from the sale of shares of common stock in this offering.
However,
we have agreed to pay the expenses of registering the securities covered by
this
Prospectus. Management expects such expenses to total $18,850 as detailed
below:
Expenses
of this offering paid to date:
|
SEC
filing fees
|
$100
|
|
|
Consulting
fees for SB-2 preparation
|
10,000
|
|
|
Attorney
fee for opinion letter
|
2,500
|
|
|
Independent
auditors
|
2,100
|
$14,700
|
|
Offering
expenses incurred to date
|
||
|
Management
expects to incur the following additional
expenses
in connection with this offering:
|
||
|
Independent
auditors and accountant (i)
|
3,750
|
|
|
Officer
- printing and photocopying
|
400
|
|
|
Offering
Expenses to be incurred
|
4,150
|
|
|
Total
|
$18,850
|
(i)
Estimate of fees for preparation of interim financial statements which may
be
required to be filed with this registration statement. We have budgeted for
preparation of interim financial statements for the periods ending February
28,
2006 and May 31, 2006.
-13-
DETERMINATION
OF OFFERING PRICE
There
is
no established public market for our common equity being registered. The
offering price of the shares offered by selling security holders should not
be
considered as an indicator of the future market price of the
securities.
The
facts
considered in determining the offering price were Standard’s financial condition
and prospects, its lack of operating history and general conditions of the
securities market. The offering price should not be construed as an indication
of, and was not based upon, the actual value of Standard. The offering price
bears no relationship to Standard’s book value, assets or earnings or any other
recognized criteria of value and could be considered to be
arbitrary.
The
selling shareholders are free to offer and sell their common shares at such
times and in such manner as they may determine. The types of transactions in
which the common shares are sold may include negotiated transactions. Such
transactions may or may not involve brokers or dealers. The selling security
holders are expected to sell their shares at the offering price of $0.05 per
share unless and until our shares are quoted on the OTCBB or the “Pink Sheets”
following which selling security holders may sell their shares at the market
price. The selling security holders have advised us that none have entered
into
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares. The selling security holders
do
not have an underwriter or coordinating broker acting in connection with the
proposed sale of the common shares. We will pay all of the expenses of the
selling security holders, except for any broker dealer or underwriter
commissions, which will be paid by the security holder.
SELLING
SECURITY HOLDERS
The
selling security holders named in this prospectus, all of whom are residents
of
British Columbia, Canada, are offering for sale 855,000 shares of common stock
of the Company. Standard will not receive any proceeds from the sale of shares
by selling security holders. The shares being offered by the selling security
holders were acquired from Standard in an offering, exempt from registration
pursuant to Regulation S of the Securities Act of 1933, completed on September
30, 2005. None of our directors or officers will be engaged in any selling
efforts on behalf of the selling security holders.
The
selling security holders have furnished all information with respect to share
ownership. The shares being offered are being registered to permit public
secondary trading of the shares and each selling security holder may offer
all
or part of the shares owned for resale from time to time. A selling security
holder is under no obligation, however, to sell any shares immediately pursuant
to this prospectus, nor are the selling security holders obligated to sell
all
or any portion of the shares at any time. Therefore, no assurance can be given
by Standard as to the number of shares of common stock that will be sold
pursuant to this prospectus or the number of shares that will be owned by the
selling security holders upon termination of the offering.
The
following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling security holders, including:
| · |
The
number of shares owned by each prior to this offering;
|
| · |
The
total number of shares that are to be offered for
each;
|
| · |
The
total number of shares that will be owned by each upon completion
of the
offering; and
|
| · |
The
percentage owned by each upon completion of the offering.
|
To
the
best of our knowledge, the named parties in the table beneficially own and
have
sole voting and investment power over all shares or rights to their shares.
We
have based the percentage owned by each on our 2,285,000 shares of common stock
outstanding as of the date of this prospectus. Of the 855,000 shares offered
for
sale (37.4% of our issued shares), 35,000 (1.5% of our issued shares) are
offered by the Company’s three officers and directors:
-14-
|
Name
of Shareholder
|
Common
Stock Beneficially Owned Prior
to Offering
|
Common
Stock offered Hereby
|
Common
Stock Beneficially Owned Following
the Offering (i)
|
|
No.
of Shares - %
|
No.
of Shares - %
|
|
Charlene
Abrahams
|
89,000
|
3.89
|
65,000
|
24,000
|
1.05
|
|
Stacey
Bligh
|
65,000
|
2.84
|
55,000
|
10,000
|
0.45
|
|
Randy
Contoli
|
60,000
|
2.63
|
50,000
|
10,000
|
0.45
|
|
Raymond
Contoli
|
60,000
|
2.63
|
50,000
|
10,000
|
0.45
|
|
Charles
Hethey
|
100,000
|
4.38
|
80,000
|
20,000
|
0.9
|
|
Mary
Hethey
|
100,000
|
4.38
|
80,000
|
20,000
|
0.9
|
|
Carol
Krushnisky
|
90,000
|
3.94
|
70,000
|
20,000
|
0.9
|
|
Ray
Levesque
|
86,000
|
3.76
|
70,000
|
16,000
|
0.70
|
|
Carsten
Mide
|
60,000
|
2.63
|
50,000
|
10,000
|
0.45
|
|
Raymond
W. Sept
|
79,000
|
3.46
|
60,000
|
19,000
|
0.83
|
|
Del
Thachuk (2)
|
200,000
|
8.75
|
20,000
|
180,000
|
5.03
|
|
Philip
Yee
|
85,000
|
3.72
|
65,000
|
20,000
|
0.9
|
|
Gordon
Brooke (3)
|
50,000
|
2.19
|
10,000
|
40,000
|
1.75
|
|
Maryanne
Thachuk (4)
|
20,000
|
0.8
|
5,000
|
15,000
|
0.7
|
|
Jian
Guan
|
25,000
|
1.1
|
25,000
|
Nil
|
Nil
|
|
Sherry
Laframboise
|
25,000
|
1.1
|
25,000
|
Nil
|
Nil
|
|
Rick
Fvoco
|
15,000
|
0.7
|
15,000
|
Nil
|
Nil
|
|
Barry
Steib
|
25,000
|
1.1
|
25,000
|
Nil
|
Nil
|
|
Diane
Sanders
|
25,000
|
1.1
|
25,000
|
Nil
|
Nil
|
|
Eleonore
Conway
|
10,000
|
0.4
|
10,000
|
Nil
|
Nil
|
|
Total
|
1,269,000
|
855,000
|
-15-
(1)
These
figures assume all shares offered by selling security holders are in fact
sold.
| (2) |
Del
Thachuk is our President, Chief Executive Officer and a
director.
|
| (3) |
Gordon
Brooke is our Chief Financial Officer and a director.
|
| (4) |
Maryanne
Thachuk is our Secretary Treasurer.
|
Excepting
Del Thachuck, Gordon Brooke and Maryanne Thachuk whose relationship with
Standard is disclosed in the footnotes immediately above, to our knowledge,
none
of the selling shareholders:
| · |
has
had a material relationship with Standard other than as a shareholder,
as
noted abov,e within the last three
years;
|
| · |
has
never been an officer or director of
Standard.
|
None
of
the selling shareholders are related to any of Del Thachuk, our
President, Chief Executive Officer and a director,
Gordon
Brooke, our
Chief
Financial Officer and a director
or
Maryane Thachuk, our
Secretary Treasurer,
excepting Del Thachuk and Maryanne Thachuk who are husband and
wife.
PLAN
OF DISTRIBUTION: TERMS OF THE OFFERING
We
are
registering on behalf of the selling security holders 855,000 shares of our
common stock which they own. The selling security holders may, from time to
time, sell all or a portion of the shares of common stock in private negotiated
transactions or otherwise. Such sales will be offered at $0.05 per share unless
and until the offering price is changed by subsequent amendment to this
prospectus or our shares are quoted on the OTCBB. If our shares become quoted
on
the OTCBB selling security holders may then sell their shares at prevailing
market prices or privately negotiated prices.
The
common stock may be sold by the selling security holders by one or more of
the
following methods, without limitation:
● on
the
over-the-counter market;
● to
purchasers directly;
● in
ordinary brokerage transactions in which the broker solicits
purchasers;
or
commissions from a
seller/or the purchasers of the shares for whom they may act as
agent;
● through
underwriters, dealers and agents who may receive compensation in the form of
|
underwritten
discounts, concessions and commissions from a seller/or the purchaser
of
the
|
|
shares
for whom they may act as agent;
|
|
●
|
through
the pledge of shares as security for any loan or obligation, including
pledges to brokers or dealers who may from time to time effect
distribution of the shares or other interest in the
shares;
|
|
●
|
through
purchases by a broker or dealer as principal and resale by such broker
or
dealer for its own account pursuant to this
prospectus;
|
|
●
|
through
block trades in which the broker or dealer so engaged will attempt
to sell
the shares as agent or as riskless principal but may position and
resell a
portion of the block as principal to faciliate the
transaction;
|
● in
any
combination of one or more of these methods; or
● in
any
other lawful manner.
Brokers
or dealers may receive commissions or discounts from the selling security
holders, if any of the broker-dealer acts as an agent for the purchaser of
said
shares, from the purchaser in the amount to be negotiated which are not expected
to exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling security holders to sell a specified number of the
shares of common stock at a stipulated price per share. In connection with
such
re-sales, the broker-dealer may pay to or receive from the purchasers of the
shares, commissions as described above. Any broker or dealer participating
in
any distribution of the shares may be required to deliver a copy of this
prospectus, including any prospectus supplement, to any individual who purchases
any shares from or through such broker-dealer.
-16-
The
selling security holders may also elect to sell their common shares in
accordance with Rule 144 under the Securities Act of 1933, rather than pursuant
to this prospectus.
We
have
advised the selling security holders that while they are engaged in a
distribution of the shares included in this prospectus they are required to
comply with Regulation M promulgated under the Securities Exchange Act of 1934,
as amended. With certain exceptions, Regulation M precludes the selling security
holders, any affiliated purchasers, and any broker-dealer or other person who
participates in such distribution from bidding for or purchasing, or attempting
to induce any person to bid for or purchase any security which is the subject
of
the distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the shares offered in this prospectus.
Selling
security holders may also enter into option or other transactions with
broker-dealers that involve the delivery of the common stock to the
broker-dealers, who may then resell or otherwise transfer such common stock.
Selling security holders may also loan or pledge the common stock to a
broker-dealer and the broker-dealer may sell the common stock so loaned or
upon
default may sell or otherwise transfer the pledged common stock.
We
have
not registered or qualified offers and sales of shares of common stock under
the
laws of any country, other than the United States. To comply with certain
states’ securities laws, if applicable, the selling security holders will offer
and sell their shares of common stock in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
selling security holders may not offer or sell shares of common stock unless
we
have registered or qualified such shares for sale in such states or we have
complied with an available exemption from registration or
qualification.
All
expenses of this registration statement, estimated to be $18,850 (see “Use of
Proceeds” page13), including but not limited to, legal, accounting, printing and
mailing fees are and will be paid by Standard. However, any selling costs or
brokerage commissions incurred by each selling security holder relating to
the
sale of his/her shares will be paid by them.
BUSINESS
General
-
The
Company
The
Company was incorporated in the State of Delaware on September 24, 1998. The
Company does not have any subsidiaries, affiliated companies or joint venture
partners.
We
have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business.
Business
Development of Issuer Since Inception
We
raised
$3,050 in initial seed capital in 1999 and embarked on a search for a mineral
property that held the potential to contain gold mineralization. Our initial
seed capital was expended acquiring the Standard Claim and on a geological
review of the claim, prepared in May 1999 and mentioned below.
In
1999
we acquired, by staking, the Standard mineral claim (the “Standard Claim”)
situated in the British Columbia, Canada. At the time of acquisition of
the
Standard Calim, “staking” was the method used by the Ministry of Energy and
Mines for the Province of British Columbia for verifying title to the minerals
on land owned by the Province. The individual staking a claim, known as
the
“staker,” inserted a post, or stake, into the ground of unstaked property and
defined this post as the corner post or “identification” post. A serial
pre-numbered tag, purchased from the Gold
-17-
Commissioner’s
office (a division of the Ministry of Energy and Mines),, was affixed to
the
post and the date and time of inserting the post into the ground was recorded
on
it, as well as the proposed name of the claim. The staker then walked a
line in
one direction from the stake, followed by walking another line at 90-degree
angle from the original line, in both cases starting at the indenification
post.
Each of the lines is walked for approximately 1,500 feet. Upon completion
of
these two walks, the staker records the number of units being staked upon
the
metal tag on the corner post. This information is recorded on a ‘4-foot Post
Mineral Claim form’ and filed with the Ministry in Vancouver, British Columbia.
We engaged Edward Skoda, an independent mineral consultant, to stake the
claim
on our behalf. Mr Skoda transferred to our President and CEO, Del Thachuk,
100%
interest in the Standard Claim. This transfer was recorded with the Ministry
of
Energy and Mines for the Province of British Columbia on January 16, 2006.
In
May
1999 we commissioned a geological review of the Standard Claim by an independent
professional geologist, Calvin Church. Our decision to acquire the Standard
Claim was based on this review and our review of public data on the property
indicating the presence of mineralization capable of containing gold and
silver
values.
Each
year
since its acquisition we have either carried out exploration work on the
Standard Claim or made payments to the Province of British Columbia in lieu
of
work in order to maintain our interest in the claim in good standing. Among
other things we laid out a grid system on the property to facilitate the orderly
collection of geochemical samples.
In
May
1999 we commissioned a geological report on the Standard Claim by an independent
professional geologist. In December 1999 we qualified the Company as a reporting
issuer under the Securities Exchange Act of 1934 by filing a Form
10-SB.
In
2004
Standard held its first meeting of shareholders.
During
2004 we engaged William Timmins, P. Eng to conduct a review and analysis
of the
Standard Claim and the previous exploration work undertaken on the property
and
to recommend a mineral exploration program on the Standard Claim. Since
its
acquisition we have expended approximately $15,700 on the Standard Claim,
including the work completed in October 2005 and described below and preparation
of Mr Timmin’s report summarized below, which report recommends a 2-phase
exploration program.
In
September 2005 we prepared an Offering Memorandum and on September 30,
2005 we
completed a private placement of 990,000 shares at $0.05 per share raising
gross
proceeds of $49,500.
In
October 2005, we engaged the services of Edward Skoda, an independent mineral
consultant, to undertake exploration work on the Standard Claim at a cost
of
$3,100. His work involved an electromagnetic survey of a portion of the
Standard
Claim covered with overburden with the hope of finding ‘anomalous zones’ that
might indicate the presence of valuable mionerals and thus justify drilling
of
any such ‘anomalous zones’. The program did not disclose any such zones and no
further exploration on this portion of the Standard Claim is expected.
This work
will maintain the Standard Claim in good standing until February 23, 2007
once
Mr. Skoda’s summary of work, detailing the work completed, is filed with the
Ministry of Energy and Mines for the Province of British Columbia . We
intend to
file this work with the Ministry by February 23, 2006. Failure to do so
will
result in the loss of our interest in the Standard
Claim.
In
November 2005, we prepared this prospectus for filing with the SEC.
Our
Business
We
are
engaged in the exploration of the Standard Claim., located in British Columbia,
Canada .
-18-
We
are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our
property.
We
do not
have any ore body and have not generated any revenues from our
operations.
Our
sole
mineral property is:
Standard
Claim
We
are
the beneficial owner of a 100% interest in the Standard Claim, located
in
British Columbia , Canada. However, although we are in possession of a
signed,
registerable Bill of Sale Absolute transferring all right, title and interest
in
the claim to us, title remains recorded in the name of Del Thachuk. That
is
because the Province of British Columbia, Canada, requires that mineral
claims
be held in (i) the name of a resident of the Province, or (ii) by a company
either incorporated in British Columbia or extra-provincially incorporated.
At
the present time, we do not wish to extra-provincially incorporate in British
Columbia due to the cost. In addition, to obtain a Free Miner’s License, a
prerequisite to our being able to register tile to the Standard Claim,
would
cost $385 whereas there is no cost to us using Del Thachuk’s Free Miner’s
License to hold the Standard Claim.
Beneficial
ownership of the Standard Claim confers on us the rights to the minerals on
the
Standard Claim except for placer minerals or coal. We do not own the land itself
since it is held in the name of the “Crown”, i.e the Province of British
Columbia. We do not have the right to harvest any timber on the
Standard.
The
tenure number, date of recording and expiration date of the Standard Claim
is as
follows:
|
Claim
Name
|
Tenure
Number
|
Area
|
Recording
Date
|
Expiry
Date
|
|
Standard
|
367933
|
1,112
acres
|
February
24, 1999
|
February
23, 2006
|
To
keep
the claim in good standing, such that it does not expire on the date indicated
in the preceding table, we must undertake exploration work on the Standard
Claim
before the expiry date, or pay cash of approximately $3,100 in lieu of doing
exploration work, to the Province of British Columbia. This is an annual
obligation. Failure to do either, each year, will result in the Standard Claim
reverting to the Crown. Standard undertook the exploration work noted above
in
October 2005 to maintain the Standard Claim for a further year, i.e. to February
23, 2007. As mentioned above, this work program has not been filed with the
Ministry. However, this work has not yet been filed with the Ministry and should
we fail to file the work by February 23, 2006 we will lose our entire interest
in the Standard Claim.
The
Standard Claim was selected for acquisition due to previously recorded
surrounding exploration, development and extraction work and because the claim
is not located in an environmentally sensitive region.
Additional
information regarding the Standard Claim can be found at the British Columbia
government website located at http://www.mtonline.gov.bc.ca/.
Location
and Access
The
Standard Claim is located approximately 112 miles north of Vancouver, British
Columbia and 2.5 miles southeast of the town of Goldbridge. Access to our claim
is via all-weather gravel road from Lillooet to Gold Bridge or via the Hurley
River forestry road from Pemberton. Access to the north end of our claim is
by
four-wheel drive vehicle up Fergusson Creek to the headwaters above the 5,800
feet elevation. Helicopters are available from bases in the towns of Pemberton
and Lillooet.
-19-
The
Standard Claim is situated at the northwest end of the Bendor Range of the
Coast
Mountain Range in southwestern British Columbia. Elevation on the claim ranges
from 5,000 to 8,500 feet above sea level. Winters in this region are generally
cold with high snowfall accumulations while summers are dry and
hot.
Property
Geology
The
Standard Claim is underlain by rocks of the Bridge River Group intruded by
Bendar granodiorite. On a regional basis this area of British Columbia is
notable for meso-thermal type gold deposits of which the past-producing Bralorne
and Pioneer mines, located approximately one and one-half miles east of the
Standard Claim, are typical examples.
Previous
geological mapping indicates much of the Standard Claim is underlain by cherts
and rusty siliceous cherts interbedded with mafic volcanic flows and argillite
interbeds. The chert unit has been very tightly folded in a north-northwest
direction with steep subvertical dips. The greenstone unit is less deformed
except when in fault contact with the chert unit. These features trend
approximately north-south with a steep westerly dip (80-85 degrees). Bedded
and
crosscutting narrow quartz-carbonate veins and lenses occur sporadically within
the sediments occasionally containing minor pyrite.
Mineralization
in one zone on the property occurs in a 4.25 feet shear zone located on top
of
an east-west trending ridge 2,400 feet north of Mount Fergusson.
Arsenopyrite-sphalerite-bornite and minor pyrite occur within brecciated
andesite host rocks. A 2.6 foot chip sample from the zone returned 0.31 ounces
per ton gold and 0.39 ounces per ton silver.
South
of
this zone several narrow semi-massive stibnite veins occur in chert host rock.
The veins appear to be related to a steep northwest trending shear or fault
zone. Mineralization in this area consists of pyrrhotite, pyrite and trace
amounts of chalcopyrite hosted primarily within the volcanics. Most of these
sulphide occurrences are narrow (generally less than 2 feet wide) contain minor
quartz-carbonate lenses and are in close proximity to the sediment/volcanic
contact zone.
Previous
Exploration
The
first
recorded exploration work on the area now covered by the Standard Claim occurred
in 1937. Prospectors, at that time, dug a series of test pits and a short tunnel
to investigate a quartz-fissure vein. The prospect then lay idle until 1984
when
Newmont Exploration Canada Ltd. carried out a program of technical surveys
(analysis of soil and rock samples to test for metal content) and geological
mapping. Two zones were identified that contain gold mineralization in quart
fissure veins typical of those mined in the Bridge River camp. The property
area
was again prospected in 1991 by Cogema Canada Ltd. who conducted sampling.
This
past work indicated the presence of sulphide mineralization containing gold
and
silver values. The property was never drill tested.
Proposed
Exploration Work - Plan of Operation
Mr.
William Timmins, P. Eng., authored the "Summary of Exploration on the Standard
Property, Goldbridge, Lillooet Mining District, British Columbia”, dated June
24, 2004 (the “Timmin’s Report”), in which he recommended a two-phase
exploration program to properly evaluate the potential of the claim. We must
conduct exploration to determine what minerals exist on our property and whether
they can be economically extracted and profitably processed. We plan to proceed
with exploration of the Standard Claim, in the manner recommended in the
Timmin’s Report, to determine the potential for discovering commercially
exploitable deposits of gold and silver.
We
do not
have any ores or reserves whatsoever at this time on the Standard Claim.
-20-
Mr.
Timmins is a registered Professional Engineer in good standing in the
Association of Professional Engineers and Geoscientists of British Columbia.
He
is a graduate of the Provincial Institute of Mining, Haileybury Ontario (1956)
and attended Michigan Technological University (1962-65) and was licensed by
the
Professional Engineers of British Columbia (geological discipline) in 1969.
Mr.
Timmins has practiced his profession as a Professional Engineer for over 35
years.
The
Timmin’s Report recommends a two-phase exploration program to properly evaluate
the potential of the claims. We anticipate, based on the Timmin’s Report, that
Phase I of the recommended geological exploration program will cost $25,000.
The
cost estimates for this work program are based on Mr. Timmin’s recommendations
and reflect local costs for this type of work.
We
have
on hand $ 9,955 in cash as of December 31, 2005. We undertook a portion
of the
Phase I work recommended in the Timmin’s Report in October, 2005. This work
consisted of an electromagnetic survey of a portion of the Standard Claim
undertaken on our behalkf bt Edward Skoda and described above. We will
require
additional financing to complete Phase I of the recommended work.
Geophysical
surveying involves the measurement of various physical properties of the rocks
at the site as well as interpreting that information in terms of the structure
and nature of the rock. The geologist will take different surface and airborne
measurements of the various physical properties of the rocks and interpret
the
results in terms of what we are seeking. These methods include magnetic,
electrical and seismic measurements. Our engineers will then interpret all
the
data obtained, plot it on the map we have generated and provide their best
estimate of the chances of finding gold and what additional efforts we must
undertake in a follow-up phase.
Magnetometer
and VLF-EM, ‘very low frequency electromagnetic surveys’, will be used as an aid
to mapping and structural interpretation and may assist in locating
mineralization and serve to assist in the delineation of the various physical
properties of the rock which can be used as pointers towards whether gold
mineralization may be present or not. Anomalies will be evaluated closely and
diamond drilled to help in determining their economic potential.
After
we
re-establishing a 1991 base line grid ( with 75 feet stations and cross lines
run every 150 feet for 300 feet each side of the baseline) we will conduct
a
ground level electromagnetic survey over the grid with readings taken every
75
feet along the lines. We will also do further rock and geochemical sampling
of
those areas determined by the geological and EM surveys. This will entail taking
soil and rock samples from the claim to a laboratory where a determination
of
the elemental make up of the sample and the exact concentrations of gold,
silver, lead and other indicator minerals will be made. We will then compare
the
relative concentrations of gold, silver, lead and other indicator minerals
in
samples so the results from different samples can be compared in a more precise
manner and plotted on a map to evaluate their significance. We expect the costs
of Phase I work to total approximately $25,000.
If
an
apparent mineralized zone is identified and narrowed down to a specific area
by
the Phase I work, in Phase II, at an estimated cost of a further $50,000, we
expect to employ minor trenching, and/or diamond drilling, of the area to test
the apparent mineralized zones. Trench and rock samples as well as diamond
drilled samples would be tested, by assay, for traces of gold, silver, lead,
copper, zinc, iron and other minerals; however, our primary focus is the search
for gold and silver.
-21-
The
work
is phased in such a manner as to allow decision points to ensure that future
work has a value and will provide better or additional information as to the
viability of the claim. By utilizing a multi-phase work program, at the end
of
each phase a decision can be made as to whether the phase has provided the
necessary information to increase the viability of the project. If the
information obtained as a result of any phase indicates that there is no
increased probability of finding an economically viable deposit at the end
of
the project, a determination would be made that the work should cease at that
point. This is a standard procedure in the industry prior to the commitment
of
additional funding to move a project forward to the next phase of exploration
and/or development.
Since
the
Standard Claim is located at an elevation of over 5,800 feet and is subject
to
cold winters with significant snowfall accumulations,
even if
funding were available, no work could be undertaken on our property until
Spring/ Summer 2006.
Particularly
since we have a limited operating history, no reserves and no revenue,
our
ability to raise additional funds might be limited. If we are unable to
raise
the necessary funds, we would be required to suspend Standard's operations
and
liquidate our company. See Risk Factors 1, 3, and 7
on
pages
5, 6 and 7, respectively.
We
will
focus available working capital on the exploration of the Standard Claim,
our
sole property.
There
are
no permanent facilities, plants, building or equipment on the
property.
Competitive
Factors
The
gold
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the gold
mining business which is the cornerstone of the founding and early stage
development of the mining industry. While we generally compete with other
exploration companies, there is no competition for the exploration or removal
of
minerals from our claims. Readily available gold markets exist in Canada
and
around the world for the sale of gold. Therefore, we will likely be able
to sell
any gold that we are able to recover, in the event commercial quantities
of
should are discovered on the Standard Claim. There is no ore body on the
Standard Claim.
Regulations
Our
proposed mineral exploration program is subject to the Canadian Mineral Tenure
Act Regulation. This act sets forth rules for locating claims, posting claims,
working claims and reporting work performed. We are also subject to the British
Columbia Mineral Exploration Code which indicates to a company where it can
explore for minerals. We must comply with these government laws in order to
operate our business. Complying with these rules will not adversely affect
our
operations. These Acts will not have any material impact on our business or
operations. We will comply with these Acts as noted below.
|
●
|
Establishing
a grid to take soil and rock samples does not require approval from
the
provincial government. When the work is completed, we will be required
to
complete a “Statement of Work, Cash Payment and Rental” form and submit it
to the Ministry along with a filing fee of $150. The work recorded
on this
form will maintain the Standard Claim in good standing for a further
twelve months.
|
|
●
|
When
undertaking either a trenching or drilling program, we will be required
to
complete a “Notice of Work” form indicating the work to be undertaken by
us on the Standard Claim. At the same time, we will have to complete
and
file with the Ministry a “Reclamation Permit” and a “Safekeeping
Agreement” to ensure that subsequent to the completion of our program that
we leave the area in roughly the same state it was previously.
|
|
●
|
If
we wish to cut any trees on the Standard Claim we will have to apply
for a
“License to Cut” under the Forestry Ministry. The cost of applying for
this license is approximately $150.
|
-22-
|
●
|
Our
exploration work will have to be done in accordance with the “Mineral
Exploration Code - Part II - Health, Safety and Reclamation Code
of
Mines”.
|
|
●
|
While
exploring the Standard Claim, we will have to adhere to the requirements
of the “Fire Protection and Suppression Regulations of Forest Practice
Codes” of British Columbia which related to open fires, use of stoves, use
of explosives and what to do during forest
closures.
|
We
are
continually subject to environmental regulations by the federal and provincial
governments of Canada. The environment is a “shared” power between the Federal
and Provincial governments of Canada. In regard to provincial laws, we must
provide prior notice and a description of the planned exploration work before
commencement of the work. Work that involves mechanized activities, such as
airborne geological surveys, off road vehicles and drilling, cannot commence
until the plan has been received by the Department of Natural Resources and
Exploration for approval. Compliance with provincial laws should not have a
material adverse effect on us. However, without provincial approval, we may
be
unable to undertake our exploration activities on the Standard Claim.
The
Federal Government does not take an active part in environmental issues in
the
mining industry unless a salmon spawning river is in danger. This is not the
case with the Standard Claim. Local governmental agencies do not become involved
with environmental issues since they rely upon the Provincial Government to
ensure regulations are adhered to.
It
is
reasonable to expect that compliance with environmental regulations will
increase our costs. Such compliance may include feasibility studies on the
surface impact of our future exploration operations; costs associated with
minimizing surface impact; water treatment and protection; reclamation
activities, including rehabilitation of various sites; on-going efforts at
alleviating the mining impact of wildlife; and permits or bonds as may be
required to ensure our compliance with applicable regulations. It is possible
that these costs and delays associated with such compliance could become so
prohibitive that we may decide to not proceed with exploration on the Standard
Claim.
Employees
Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claims and an engineer or geologist to manage the exploration
program. At present, we have no employees as such although each of our officers
and directors works for the Company on a part time basis. None of our officers
and directors has an employment agreement with us. We presently do not have
pension, health, annuity, insurance, profit sharing or similar benefit plans;
however, we may adopt such plans in the future. There are presently no personal
benefits available to any employee.
We
intend
to hire geologists, engineers and other subcontractors on an as needed basis.
We
have not entered into negotiations or contracts with any of them although it
is
our intention to retain Mr. Timmin’s as senior geological consultant. We do not
intend to initiate negotiations or hire anyone unless and until we have the
funds necessary to commence exploration activities.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This
section of the prospectus includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of
the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
-23-
We
are a
start-up, pre-exploration stage company, have a limited operating history
and
have not yet generated or realized any revenues from our exploration activities
on our sole property, the Standard Claim.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Standard
Claim. That cash must be raised from other sources. Our only other source for
cash at this time is investments by others in Standard. We must raise cash
to
implement our planned exploration program and stay in business.
To
meet
our need for cash we must raise additional capital. We will attempt to raise
additional money through a private placement, public offering or through loans.
We have discussed this matter with our officers and directors. However, our
officers and directors are unwilling to make any commitments to loan us any
money at this time. At the present time, we have not made any arrangements
to
raise additional cash. We require additional cash to continue operations. If
we
cannot raise it we will have to abandon our planned exploration activities
until
we do raise additional cash.
We
estimate we will require $10,000 in cash over the next twelve months, assuming
no additional exploration work is undertaken on the Standard Claim during that
period. We estimate our cash on hand will enable us to continue in business
for
approximately 9 months. For a detailed breakdown see in “Liquidity and Capital
Reserves”, page 26.
Our
exploration program is explained in as much detail as possible in the “Business”
section of this prospectus. We have no plant or significant equipment to
sell,
nor are we going to buy any plant or significant equipment during the next
twelve months. We will not buy any equipment until we have located a body
of ore
and we have determined it is economical to extract the ore from the land.
We
may
attempt to interest other companies to undertake exploration work on the
Standard Claim through joint venture arrangement or even the sale of part of
the
Standard Claim. Neither of these avenues has been pursued as of the date of
this
prospectus.
Since
we
do not presently have the requisite funds, we are unable to complete any phase
of exploration until we raise more money or try to find a joint venture partner
to complete the exploration work. If we cannot find a joint venture partner
and
do not raise more money, we will be unable to complete Phase I of the
exploration program recommended by our independent professional engineer..
If we
are unable to finance exploration activities, we do not know what we will do
and
we do not have any plans to do anything else.
We
do not
intend to hire any employees at this time. All of the work on the property
will
be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us
on
the economic feasibility of removing the mineralized material.
Limited
Operating History; Need for Additional Capital
There
is
no historical financial information about us upon which to base an evaluation
of
our performance as a exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation in 1998. We
cannot guarantee we will be successful in our exploration activities. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the
exploration of our properties, and possible cost overruns due to price and
cost
increases in services.
-24-
To
become
profitable and competitive, we must invest into the exploration of our property
before we start production of any minerals we may find. We must seek obtain
equity or debt financing to provide for the capital required to implement our
exploration phases.
We
have
no assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing shareholders.
Trends
We
are in
the pre-explorations stage, have not generated any revenue and have no
prospects
of generating any revenue in the foreseeable future. We are unaware of
any known
trends, events or uncertainties that have had, or are reasonably likely
to have,
a material impact on our business or income, either in the long term of
short
term, other than as described in this section or in ‘Risk Factors, page,
.
Critical
Accounting Policies
Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon
our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect
the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.
The
going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course
of
business. Certain conditions, discussed below, currently exist which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.
Our
intended exploration activities are dependent upon our ability to obtain third
party financing in the form of debt and equity and ultimately to generate future
profitable exploration activity or income from its investments. As of October
31, 2005, we have not generated revenues, and have experienced negative cash
flow from minimal exploration activities. We may look to secure additional
funds
through future debt or equity financings. Such financings may not be available
or may not be available on reasonable terms.
Overview
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses
from
operations for the years ended August 31, 2005 and August 31, 2004, the
period
ended November 30, 2005 and for the period from the inception of our business
on
September 24, 1998 to November 30, 2005 $13,105, $24,180, $22,587 and $127,976
respectively. We did not earn any revenues during the years ended August
31,
2005 and August 31, 2004 or for the period ended November 30, 2005.
Our
financial statements included in this prospectus have been prepared without
any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge
our
liabilities in other than the normal course of operations.
-25-
Our
Planned Exploration Program
We
must
conduct exploration to determine what amounts of minerals exist on the Standard
Claim and if such minerals can be economically extracted and profitably
processed.
Our
planned exploration program is designed to efficiently explore and evaluate
our
property.
Our
anticipated exploration costs over the next twelve months on the Standard
Claim
are approximately $22,000. This figure represents the anticipated cost
to us of
completing the Phase I recommendations of the Timmins’ Report. However, in order
to undertake any portion of this anticipated work, we will have to raise
additional investment capital as our cash on hand (approximately $9,955
as of
December 31, 2005) is fully committed to other expenses of the Company.
Liquidity
and Capital Resources
Since
inception we have raised the capital through private placements of common stock
as follows:
As
of
November 30, 2005 our total assets were $11,130and our total liabilities
were
$56,106.
On
September 30, 2005 we closed a private placement in the amount of $49,500,
the proceeds of which are being used to pay expenses of this offering,
accounts
payable and provide working capital. As of November 30, 2005 we had cash
reserves of $11,130 and unpaid accounts payable of $56,106 including
$28,402 to
related parties.
Excluding
the $22,000 in anticipated Phase I exploration costs noted above, our
non-elective expenses over the next twelve months, are expected to be
as
follows:
|
Accounting
and audit
|
(i)
|
$7,050
|
|
Bank
charges
|
100
|
|
|
Edgar
filing fees
|
(ii)
|
800
|
|
Franchise
taxes and annual fee
|
(iii)
|
275
|
|
Office
expenses
|
(iv)
|
500
|
|
Transfer
agent
|
(v)
|
1,200
|
|
Sub-Total
|
9,925
|
|
|
Accounts
payable
|
(vi)
|
24,914
|
|
Cash
requirements over next 12
months
|
(vii)
|
$34,839
|
|
(i)
|
The
preparation and finalization of the financial statements required
are
estimated as follows:
|
|
Form
Type
|
Auditors
|
Accountant
|
Total
|
|
Form10Q-SB-Feb.
28, 2006
|
$500
|
$750
|
$1,250
|
|
Form
10Q-SB-May 31, 2006
|
500
|
750
|
1,250
|
|
Form
10K-SB-Aug. 31, 2006
|
2,100
|
1,200
|
3,300
|
|
Form
10Q-SB-Nov. 30, 2006
|
500
|
750
|
1,250
|
|
$3,600
|
$3,450
|
$7,050
|
|
|
(ii
|
It
is estimated Edgar filing fees will be $150 for each Form 10Q-SB
and $350
for the Form 10K-SB.
|
|
(iii)
|
Payment
of annual Franchise taxes to the State of Delaware are estimated
at $100
and to The Company Corporation for acting as our registered agent
in
Delaware is $175.
|
|
(iv)
|
Represents
printing of this registration statement for submission to the SEC,
courier
costs and miscellaneous office
costs.
|
-26-
|
(v)
|
Annual
fee payable to Nevada Agency & Trust Company to act as transfer agent
for the Company is $1,200.
|
|
(vi)
|
Accounts
payable to third parties as at November 30, 2005, as shown on
the attached
un-audited quarterly financial statements, is $24,914. Certain
accounts
payable have been paid subsequent to the year end, therefore
the above
balance has been determined as
follows:
|
|
Accounts
payable - third part creditors - August 31, 2005
|
$44,639
|
|
|
Add:
Accounts payable after August 31, 2005
|
||
|
Independent
auditors
|
$495
|
|
|
In-house
accountant
|
1,000
|
1,495
|
|
46,134
|
||
|
Deduct
payments made from private placement:
|
||
|
Independent
auditors
|
10,500
|
|
|
Officer
expenses
|
4,115
|
|
|
Exploration
expenses
|
2,605
|
|
|
Transfer
agent
|
4,000
|
(21,220)
|
|
Accounts
payable outstanding
|
$24,914
|
|
(vii)
|
Of
the $24,914 in accounts payable , all but $678 are owed to Standard’s in
house accountant who has agreed to await payment until Standard
has raised
additional capital. Thus the Company’s cash needs over the next twelve
months are estimated at approximately $10,000.
|
Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations or income from its investments. As of November 30, 2005, we have
not
generated revenues, and have experienced negative cash flow from operations.
We
may look to secure additional funds through future debt or equity financings.
Such financings may not be available or may not be available on reasonable
terms.
Year
ended August 31, 2003, 2004, 2005 and the three months ended November 30,
2005
We
incurred an accumulated net losses since inception of $127,976 as detailed
in
the following table:
|
Expense
|
Three
months
ended
November
30,
2005
|
August
31,
2005
|
August
31,
2004
|
August
31,
2003
|
From
inception
To
November
30, 2005
|
|
Accounting
and audit (i)
|
$1,245
|
$7,050
|
$6,700
|
$5,900
|
$39,195
|
|
Annual
general meeting (ii)
|
679
|
-
|
1,551
|
-
|
2,230
|
|
Bank
charges and interest
|
143
|
75
|
80
|
97
|
1,744
|
|
Consulting
fees (iii)
|
10,000
|
-
|
2,500
|
-
|
12,500
|
|
Edgar
filing fees (iv)
|
250
|
1,150
|
1,140
|
900
|
6,429
|
|
Filing
fees (v)
|
12
|
259
|
404
|
463
|
675
|
|
Geological
report (vi)
|
-
|
-
|
1,000
|
-
|
2,780
|
|
Incorporation
costs
|
-
|
-
|
-
|
-
|
255
|
|
Legal
fees
|
2,500
|
-
|
-
|
-
|
2,987
|
|
Management
fees (vii)
|
600
|
2,400
|
2,400
|
2,400
|
17,400
|
|
Miscellaneous
|
-
|
-
|
60
|
628
|
1,600
|
|
Office
expenses
|
784
|
26
|
564
|
136
|
2,362
|
|
Rent (viii)
|
300
|
1,200
|
1,200
|
1,200
|
8,700
|
|
Staking
and exploration (ix)
|
3,100
|
3,070
|
1,333
|
2,529
|
12,956
|
|
Telephone (x)
|
150
|
600
|
600
|
600
|
4,350
|
|
Transfer
agent (xi)
|
622
|
(2,725)
|
2,189
|
1,829
|
7,152
|
|
Travel
and entertainment
|
2,202
|
-
|
2,459
|
-
|
4,661
|
|
$22,587
|
$13,105
|
$24,180
|
$16,219
|
$127,976
|
-27-
(i) Accounting
and audit fees for preparation and review or examination of the financial
statements to be filed on Edgar with the SEC.
|
(ii)
|
On
February 20, 2004 the Company held its first Annual General Meeting
of
Stockholders and its second on November 18,
2005.
|
(iii) Preparation
of various Form 8-K, Form 3 and 4 on behalf of the directors.
|
(iv)
|
Charges
for Edgarizing Forms 10K-SB and Form 10Q-SB which have been accrued
in the
accounts as a period cost.
|
|
(v)
|
Filings
fees were paid to The Company Corporation to act as registered agent
in
the State of Delaware for the Company and for annual franchise taxes
payable to the State of Delaware.
|
|
(vi)
|
In
2004 William Timmins prepared a geological report on the Standard
Claim in
order to reflect the work undertaken during the last several years.
In May
1999, the Company had a geological report prepared by Calvin Church,
professional geologist.
|
|
(vii)
|
The
Company does not pay its officers and directors a fee for their services.
Nevertheless, management realizes there is a cost associated with
the
services provided by its directors and officers and accrues $200
per month
to reflect this. The expense is debited with an offsetting credit
to
“Capital in Excess of Par Value”. This amount will never be paid in cash
or shares.
|
|
(viii)
|
Similar
to management fees noted in (vii) above, the Company does not have
its own
office premises since it uses the personal residence of Del Thachuk.
It
does not pay any money to Del Thachuk for the use of space in his
residence. Nevertheless, the directors realize there is a cost associated
with having office space and have accrued $100 per month to reflect
this
expense. The credit is to “Capital in Excess of Par Value”. The amount
will never be paid in cash or shares
|
|
(ix)
|
Staking
and exploration represents the money spent on maintaining the
Standard
claim in good standing each year. In 2004, the Company did not
do work on
the Standard claim but did acquire PAC credits from a third party
which
maintained the Standard in good standing for a further twelve
months. PAC
credits result from exploration activities being undertaken by
a company
which has sufficient credit to apply to their claims to maintain
them in
good standing for a maximum of ten years; the longest period
of time
allowable for exploration expenses to be carried forward. The
expenses not
used by a company can be placed into a PAC account and used either
for
future properties they acquire to can be sold to other exploration
companies. Normally, a company wishing to purchase PAC credits
can do so
at thirty cents or less on the dollar. The Company decided to
purchase the
PAC credits due to not being able to explore the Standard claims
due to
winter conditions at the time. In October 2005 $3,100 in exploration
work
was undertaken on the Standard Claim. That work has not yet been
recorded
with the Ministry of Energy and Mines however the Company intends
to file
this work with the Ministry prior to February 23, 2006 to ensure
the
Standard Claim does not expire.
|
|
(x)
|
The
Company does not have its own telephone number and uses the telephone
number of Del Thachuk. Similar to management fees and rent note above,
the
Company accrued telephone expense and credits this expense to “Capital in
Excess of Par Value”.
|
|
(xi)
|
Nevada
Agency & Trust Company charges $1,200 each year to act as transfer
agent for the Company. The Company did not pay them for a number
of years
and it was agreed funds from the private placement be used to settle
the
account in full at an agreed upon price of $4,000. This adjustment,
even
though incurred subsequent to August 31, 2005, has been reflected
in the
current period.
|
Balance
Sheets
Total
cash and cash equivalents, as at November 30, 2005August 31, 2005 were
respectively, $11,130 and $103. Our working capital deficit, as at November
30,
2005 and August 31, 2005 were, respectively, $(44,976) and
$(72,939).
The
decrease in our working capital deficit between August 31, 2005 and November
30,
2005 was attributable to the completion of a private placement on September
30,
2005 which raised $49,500. No revenue was generated during these
periods.
Total
shareholders’ deficiency as at November 30, 2005 and August 31, 2005 was
respectively, $(44,976) and $(72,939). Total shares outstanding as at August
31,
2005 was 1,295,000; and as at November 30, 2005 was 2,285,000.
As
of
December 31, 2005 share capital outstanding was 2,285,000 common
shares.
-28-
MANAGEMENT
Officers
and Directors
Each
of
our Directors serves until his or her successor is elected and qualified. Each
of our officers is elected by the Board of Directors to a term of one (1) year
and serves until his or her successor is duly elected and qualified, or until
he
or she is removed from office. The Board of Directors has no nominating or
compensation committees.
The
name,
address, age and position of our officers and directors is set forth below:
|
Name
and
Address
|
Position(s)
|
Age
|
|
E.
Del Thachuk
Surrey,
B.C., Canada,
|
Chief
Executive
Officer,
President
and
Director (1)
|
69
|
|
Gordon
Brooke
Mississauga,
Ontario
Canada
|
Chief
Financial Officer,
Chief
Accounting
Officer
and Director (2)
|
61
|
|
Maryanne
Thachuk
Surrey,
B.C., Canada
|
Secretary-Treasurer
(3)
|
68
|
|
(1)
|
Del
Thachuk became a director on September 25, 1998 and was appointed
on the
same day as Chief Executive Officer and
President.
|
|
(2)
|
Gordon
Brooke became a director on February 20, 2004 and was appointed on
the
same day as Chief Accounting Officer. On June 25, 2005, he was appointed
Chief Financial Officer with resignation of Alexander J.
Ibsen.
|
(3) Maryanne
Thachuk was appointed Secretary Treasurer on November 20, 1998.
The
percentage of common shares beneficially owned, directly or indirectly, or
over
which control or direction are exercised by the directors and officers of our
Company, collectively, is approximately 11.82% of the total issued and
outstanding shares.
None
of
our directors or officers has professional or technical accreditation in the
mining business other than Del Thachuk who was for a number of years involved
in
a placer mining operation - refer to Del Thachuk’s background
below.
Background
of officers and directors
DEL
THACHUK has been the President and Director of the Company since its inception.
Del graduated from the Victoria Composite High School in Edmonton, Alberta
before spending nine months articling as a Chartered Accountant student; but
did
not complete the course requirements. Subsequently, he worked for two years
for
the City of Edmonton as a surveyor before entering professional football for
four years. Del was a player for London Lords in London, Ontario and then was
hired by the Edmonton Eskimos. From 1962 to 1969, he 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 built and sold five houses and approximately thirty pre-fab. homes.
In
1971, Del commenced mining a placer gold properly he owned in Atlin, British
Columbia. During the fifteen years he mined his placer property he extracted
-29-
in
excess
of 30,000 ounces of gold. With the sale of the placer property, Del, over the
next five years, entered into various mining ventures in Nevada, Washington
State and British Columbia. During the same period of time, he 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 of Koken 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 acquired and became president of a Mine-A-Max
Corporation, a company trading on the OTCBB (currently under the name of
Peabodys Coffee Inc.). He is no longer associated with Peabodys Coffee Inc.
For
the past five years, Del has been investigating various business opportunities
and assisting individuals in start-up situations. In 2001, he became the
president and a director of Info-Pro Technology Systems Inc.; a company
developing business manuals for sale directly to the public or on the internet.
To date, no sales have been made but the product is now fully
developed.
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. From 2001 to the present, he has worked for Snack Crafters Inc.
in Toronto as a financial consultant. His responsibilities include preparation
of business plans, servicing 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.
MARYANNE
L. THACHUK, has been Secretary Treasurer of our company since its inception.
She
graduated from Jasper Place Senior 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
-30-
court
cases, sport related events and other news issues. She served as assistant
to
the Sports and News Director. In 1960, she moved to Vancouver and was employed
as a 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 the Vancouver as the Private Secretary of 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 and administration. She retired in
2001.
None
of
our officers and directors work full time for our company. Del Thachuk spends
approximately 15 hours a month on administrative and accounting matters. It
is
anticipated Del will spend more time on Standard’s businesses, approximately 35
hours a month, during the next year as and when Standard becomes more active
in
our exploration activities. As Secretary Treasurer, Maryanne Thachuk has spent
approximately 5 to 10 hours per month on corporate matters. With recent
preparation and convening of our 2005 Annual General Meeting of Stockholders,
Maryanne’s hour increased and it is anticipated that she will devote
approximately 25 hours per month to the activities of our company in the
foreseeable future. Similarly Gordon
Brooke has spent minimal time on the affairs of the Company. However, since
the
Company intends to seek a quotation on the OTCBB in the near future it is
anticipated that Gordon Brooke will be spending approximately 25 hours per
month
on Standard’s affairs, primarily related to accounting matters.
Our
Directors and Officers are not directors of another company registered under
the
Securities and Exchange Act of 1934 other than Del Thachuk who was a director
and officer of Mine A Max Corporation (now named Peabodys Coffee Inc.) and
The
Zeballos Mining Company (now named Y3K Secure Enterprise Software Inc.). He
is
no longer a director or officer of either of these two companies and has not
been for a number of years.
Board
of Directors
There
were no meetings of the Board of Directors in the fiscal year ended August
31,
2005. Since August 31, 2005 our Board has held one meeting and our Audit
Committee held one meeting
Below
is
a description of the Audit Committee of the Board of Directors. The Board has
determined that each member of the Audit Committee meets the applicable rules
and regulations regarding “independence” and that each member is free of any
relationship that would interfere with his or her individual exercise of
independent judgment.
The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.
The
Audit
Committee is presently composed of two persons, being Del Thachuk and Gordon
Brooke. Mr. Brooke serves as the Chairman of the Audit Committee. The Board
has
determined that Mr. Brooke is an “audit committee financial expert” as defined
in Item 401 of Regulation S-B.
Apart
from the Audit Committee, the Company has no other Board
committees.
Conflicts
of Interest
While
none of our officers and directors is a director or officer of any other company
involved in the mining industry there can be no assurance such involvement
will
not occur in the future. Such involvement could create a conflict of interest.
-31-
To
ensure
that potential conflicts of interest are avoided or declared to Standard and
its
shareholders and to comply with the requirements of the Sarbanes Oxley Act
of
2002, the Board of Directors adopted, on March 5, 2004, a Code of Business
Conduct and Ethics. Standard’s Code of Business Conduct and Ethics embodies our
commitment to such ethical principles and sets forth the responsibilities of
Standard and its officers and directors to its shareholders, employees,
customers, lenders and other stakeholders. Our Code of Business Conduct and
Ethics addresses general business ethical principles, conflicts of interest,
special ethical obligations for employees with financial reporting
responsibilities, insider trading rules, reporting of any unlawful or unethical
conduct, political contributions and other relevant issues.
Significant
Employees
We
have
no paid employees as such. Our Officers and Directors fulfill many functions
that would otherwise require Standard to hire employees or outside consultants.
We might have to engage the services of certain consultants to assist in the
exploration of the Standard Claim. These individuals will be responsible for
the
completion of the geological work on our claim and, therefore, will be an
integral part of our operations although they will not be considered employees
either on a full time or part time basis. This is because our exploration
programs will not last more than a few weeks and once completed these
individuals will no longer be required. We have not identified any individual
who would work as a consultant for us.
Family
Relationships
Del
and
Maryanne Thachuk are husband and wife. They are unrelated to Gordon
Brooke.
Involvement
in Certain Legal Proceedings
To
the
knowledge of the Company, during the past five years, none of our directors
or
executive officers :
|
(1)
|
has
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;
|
-32-
(5) was
found
by a court of competent jurisdiction in a civil action or by the SEC to have
violated any federal or state securities law, and the judgment in such civil
action or finding by the SEC 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.
|
EXECUTIVE
COMPENSATION
We
have
not paid any executive compensation during the years since inception as can
be
noted from the following summary:
Summary
Compensation Table
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
|
1998
-
2005
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
Gordon
Brooke
Chief
Financial Officer,
Chief
Accounting Officer
And
Director
|
2004-2005
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
Alexander
Ibsen
Former
Chief
Financial
Officer,
and
Director
|
2003-2004
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
|
Maryanne
Thachuk
Secretary
Treasurer
|
1998
-
2005
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-33-
Compensation
of Directors
We
have
no standard arrangement to compensate directors for their services in their
capacity as directors. Directors are not paid for meetings attended. All travel
and lodging expenses associated with corporate matters are reimbursed by us,
if
and when incurred.
However,
we currently have a Stock Option Plan permitting the granting of options to
purchase up to 5,000,000 shares of Standard’s common stock as approved and
adopted by the shareholders at the first Annual General Meeting of stockholders
held on February 20, 2004. The purpose of the plan is to attract, retain and
compensate highly qualified individuals, both employees and non-employees for
service as members of the Board of Directors, as members of the management
team
and as advisors, by providing them with competitive compensation and an
ownership interest in our common stock.
The
plan
has a term of 5 years from February 20, 2004. The plan is administered by
Standard’s Board of Directors which has the sole authority to determine which
eligible person shall receive options and the terms and provisions of the
options granted. Eligible persons are directors and employees as well as
advisors or consultants to the Company who may not be employees of the Company
(or a parent or subsidiary of the Company). Under the plan both Incentive Stock
Options and Nonqualified Stock Options may be granted. The Board has the
discretion to set the exercise price of options granted under the plan provided
it is not less than the ‘fair market value’ of Standard’s common stock on the
date of the grant; and further provided that the exercise price per share for
each incentive stock option granted to a person who owns more than 10% of the
total combined voting power of all classes of stock of Standard cannot be less
than 110% of ‘fair market value’ on the date of the grant. The term of options
may not exceed 10 years. The aggregate ‘fair market value’, as of the date of
the grant, of the stock with respect to which Incentive Stock Options are
exercisable for the first time by an optionee during any calendar year, shall
not exceed $100,000. The Board has broad discretion as to the other terms and
conditions upon which options are granted, including vesting, which may be
immediate.
While
it
is contemplated that we may grant stock options to our directors in the future,
none have been granted as of the date of this Prospectus.
Activities
since Inception
Our
President identified the Standard claim, incorporated our company, commissioned
two separate geological reports on the Standard Claim, obtained the assistance
of professionals as needed, identified potential investors to contribute
the
initial “seed capital”, coordinated various filing requirements. He organized
and held the first and second Annual General Meeting of Stockholders, prepared
and identified investors to participate in the private placement closed
on
September 30, 2005, assisted in the preparation of this prospectus and
all other
matters normally performed by an executive officer, without any compensation.
We
gave recognition to this fact in the financial statements for the period
ended
November 30, 2005 by expensing $600 and for the year ended August 31, 2005
and
prior years by expensing $2,400 for services rendered by Del and crediting
Capital Contribution in Excess of Par Value (since inception a total of
$16,800).
Indemnification
Section
102(b)(7) of the Delaware General Corporation Law (“DGCL”) enables a corporation
in its original certificate of incorporation or an amendment thereto to
eliminate or limit the person liability of a director to a corporation or its
stockholders for violations of the director’s fiduciary duty,
except:
| - |
for
any breach of a director’s duty of loyalty to the corporation or its
stockholders;
|
| - |
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of
law;
|
-34-
-pursuant
to Section 174
of the DGCL (providing for liability of directors for unlawful payment of
dividends or unlawful stock purchases or redemptions); or
| - |
for
any transaction from which a director derived an improper personal
benefit.
|
Section
145 of the Delaware General Corporation Law provides, in summary, that directors
and officers of Delaware corporation are entitled, under certain circumstances,
to be indemnified against all expenses and liabilities (including attorney’s
fees) incurred by them as a result of suits brought against them in their
capacity as a director or officer, if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if they
had
no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue
or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the corporation
only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnity has met the applicable standard of conduct.
The
Articles of Incorporation contain provisions which, in substance, eliminate
the
personal liability of the Board of Directors and officers our company and its
shareholders from monetary damages for breach of fiduciary duties as directors
to the extent permitted by Delaware law. By virtue of these provisions, and
under current Delaware law, a director of our company will not be personally
liable for monetary damages for breach of fiduciary duty, except liability
for:
| a. |
breach
of his duties of loyalty to our company or to our
shareholders;
|
| b. |
acts
or omissions not in good faith or that involve intentional misconduct
or a
knowing violation of law;
|
| c. |
dividends
or stock repurchase or redemptions that are unlawful under Delaware
law;
and
|
| d. |
any
transactions from which he or she receives an improper personal
benefit.
|
These
provisions pertain only to breaches of duty by individuals solely in the
capacity as directors, and not in any other corporate capacity, such as an
officer, and limit liability only for breaches of fiduciary duties under
Delaware law and not for violations of other laws (such as Federal securities
laws). As a result of these indemnifications provisions, shareholders may be
unable to recover monetary damages against directors for actions taken by them
that constitute negligence or gross negligence or that are in violation of
their
duties, although it maybe possible to obtain injunctive or other equitable
relief with respect to such actions.
The
inclusion of these indemnification provisions in our company’s By-laws may have
the effect of reducing the likelihood of derivation litigation against
directors, and may discourage or deter shareholders or management from bringing
lawsuit action, if successful, might otherwise benefit our company or our
shareholders.
Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Delaware law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.
-35-
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as at December 31, 2005, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.
|
Title
or
Class
|
Name
and Address of
Beneficial
Owner
(1)
|
Amount
of
Beneficial
Ownership
(2)
|
Percent
of
Class
|
|
Common
Stock
|
Del
Thachuk
2429
- 128th
Street
Surrey,
British Columbia
Canada,
V4A 3W2
|
200,000
|
8.75%
|
|
Common
Stock
|
Gordon
Brooke
115
Angelene Street
Mississauga,
Ontario
Canada,
L5G 1X1
|
50,000
|
2.2%
|
|
Common
Stock
|
Maryanne
Thachuk
2429
- 128th
Street
Surrey,
British Columbia
Canada,
V4A 3W2
|
20,000
|
0.87%
|
|
Common
Stock
|
Directors
and Officers as a
Group
|
270,000
|
11.82%
|
|
(1)
|
Unless
otherwise noted, the security ownership disclosed in this table is
of
record and beneficial.
|
|
(2)
|
Under
Rule 13-d of 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 person having such rights, but are not deemed outstanding
for the
purpose of computing the percentage for such other persons. None
of our
officers or directors has options, warrants, rights or conversion
privileges outstanding.
|
Future
Sales by Existing Shareholders
As
of
December 31, 2005 there are a total of 2,285,000 shares of our common stock
are
issued and outstanding. Of these 1,195,000, being 52.3%, are freely tradeable
and 1,090,000, the remaining 47.7%, are ‘restricted shares’ as defined in Rule
144 of the Securities Act of 1933. Under this prospectus, we are qualifying
for
trading 855,000 restricted shares, being 37.4% of our issued shares leaving
235,000, 10.3% of our shares, as ‘restricted shares’ under Rule
144:
Del
Thachuk 180,000
shares
Gordon
Brooke
40,000
shares
Maryanne
Thachuk
15,000 shares
Total
restricted shares 235,000
shares
-36-
Under
Rule 144restricted shares can be publicly sold, subject to volume restrictions
and restrictions on the manner of sale, commencing one year after their
acquisition.
Standard
does not have any securities that are convertible into common stock. We have
not
registered any shares for sale by security holders under the Securities Act
other than as disclosed in this prospectus.
DESCRIPTION
OF SECURITIES
Our
authorized capital consists of 200,000,000 shares of common stock, par value
$0.001 per share, of which 2,285,000 shares are presently issued.
The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and
are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all Meetings of the shareholders.
The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.
In
addition, the shares are not convertible into any other securities. There are
no
restrictions on dividends under any loan or other financing arrangements.
Non-Cumulative
Voting.
The
holders of our shares of common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of Directors, can elect all of the Directors to be elected,
if
they so choose. In such event, the holders of the remaining shares will not
be
able to elect any of our Directors.
Dividend
Policy
As
of the
date of this prospectus we have not paid any cash dividends to stockholders.
The
declaration of any future cash dividends will be at the discretion of the Board
of Directors and will depend on our earnings, if any, capital requirements
and
financial position, general economic conditions and other pertinent conditions.
It is our present intention not to pay any cash dividends in the near
future.
Change
in Control of Our Company
We
do not
know of any arrangements which might result in a change in control.
Our
company is governed by the provisions of Section 203 of the Delaware General
Corporation Law. In general, this statute prohibits a publicly held Delaware
corporation from engaging, under certain circumstances, in a “business
combination” with an “interested stockholder” for a period of three years after
the date of transaction in which the person became an interested stockholder
unless:
| - |
prior
to the date at which the stockholder became an interested stockholder,
the
Board of Directors approved either the business combination or the
transaction in which the person became an interested
stockholder;
|
| - |
the
stockholder acquired more than 85% of the outstanding voting stock
of the
corporation (excluding shares held by directors who are officers
and
shares held in certain employee stock plans) upon consummation of
the
transaction in which the stockholder became an interested stockholder;
or
|
-37-
| - |
the
business combination is approved by the Board of Directors and by
at least
66 2/3% of the outstanding voting stock of the corporation (excluding
shares held by the interest stockholder) at a Meeting of Stockholders
(and
not by written consent) held on or after the date such stockholder
became
an interested stockholder.
|
An
“interested stockholder” is a person who, together with affiliates and
associates, owns (or at any time within the prior three years did own) 15%
or
more of the company’s voting stock. Section 203 defines a “business combination”
to include, without limitation, mergers, consolidations, stock sales and
asset-based transactions and other transactions resulting in a financial benefit
to the interested stockholder.
Transfer
Agent
We
have
engaged the service of The Nevada Agency & Trust Company, Suite 880 - 50
West Liberty Street, Reno, Nevada, USA, 89501, to act as transfer and registrar.
Debt
Securities and Other Securities
There
are
no debt securities outstanding or other securities other than $ 29,064
owed to
Del Thachuk and $2,128 owed to Gordon Brooke as at November 30, 2005. The
amounts due to Del Thachuk and Gordon Brooke do not bear interest and have
no
fixed term of repayment.
In
addition, our directors-officers have made contributions to capital of
$30,450
in the form of expense paid for the Company.
Market
Information
Our
shares are not traded on any public market but it is our intention to find
a
market maker who will make an application to the NASD to have our shares
accepted for trading on the OTCBB once this registration statement becomes
effective. At the present time, there is no established market for the
shares of
Standard. There is no assurance an application to the NASD will be approved.
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; being as a minimum Forms 10Q-SB and 10K-SB. Market makers will
not be
permitted to begin quotation of a security whose issuer does not meet these
filing requirements. Securities already quoted on the OTCBB that become
delinquent in their required filings will be moved following a 30 or 60
day
grace period if they do not make their filing during that time. If our
common
stock is not quoted on the OTCBB, there will be no market for trading in
our
common stock. This would make it far more difficult for stockholders to
dispose
of their common stock. This could have an adverse effect on the price of
the
common stock.
With
a
lack of liquidity in our common stock, trading prices might be volatile with
wide fluctuations. This assumes that there will be a secondary market at all.
Things that could cause wide fluctuations in our trading price of our stock
could be due to one of the following or a combination of several of
them:
● our
variations in our operation results; either quarterly or annually;
|
●
|
trading
patterns and share prices in other exploration companies which our
shareholders consider similar to
ours;
|
● the
exploration results on the Standard Claim; and
● other
events which we have no control over.
-38-
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has
been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless
of
our future performance and that of Standard. In the past, following periods
of
volatility in the market price of a security, securities class action litigation
has often been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion
of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
“Penny
Stock” Requirements
Our
common shares are not quoted on any stock exchange or quotation system in North
America or elsewhere in the world. The SEC has adopted a rule that defines
a
“penny stock”, for purposes relevant to us, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less
than
$5.00 per share, subject to certain exceptions. For any transaction involving
a
penny stock, unless exempt, the rules require:
● that
a
broker or dealer approve a person’s account for transactions in penny stock;
and
|
●
|
that
the broker or dealer receive from the investor a written agreement
to the
transaction, setting forth the identity and quantity of the penny
stock to
be purchased.
|
To
approve a person’s account transactions in penny stock, the broker or dealer
must:
● obtain
financial information and investment experience and objectives of the person;
and
|
●
|
make
a reasonable determination that the transactions in penny stock are
suitable for that person and that person has sufficient knowledge
and
experience in financial matters to be capable of evaluating the risks
of
transactions in penny stocks.
|
The
broker or dealer must also deliver, prior to any transaction in a penny stock,
a
disclosure schedule prepared by the SEC relating to the penny stock market,
which, in highlight form:
● sets
forth the basis on which the broker or dealer made the suitability
determination; and
|
●
|
that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
|
Disclosure
also has to be made about the risks of investing in penny stocks and about
commissions payable by both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available
to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
Because
of the imposition of the foregoing additional sales practices, it is possible
that brokers will not want to make a market in our shares. This could prevent
you from reselling shares and may cause the price of our shares to
decline.
CERTAIN
TRANSACTIONS
There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any
of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:
-39-
On
September 30, 2005 Standard issued to:
(i)
our
President and Director, Del Thachuk, 100,000 shares at the price of $0.05 per
share for total consideration of $5,000. Mr Thachuk has qualified 20,000 of
these shares for re-sale pursuant to this prospectus;
(ii)
our
Secretary-Treasurer, Maryanne Thachuk, 20,000 shares at the price of $0.05
per
share for total consideration of $1,000.
Mrs.
Thahuk has qualified 5,000 of these shares for re-sale pursuant to this
prospectus; and
(iii)
to
our director, Gordon Brooke, 50,000 shares at the price of $0.05 per share
for
total consideration of $2,500.
Mr.
Brooke has qualified these shares for re-sale pursuant to this
prospectus
As
at
August 31, 2005, Del Thacahuk has advanced Standard $28,403. These advances
are
non interest bearing demand loans. In addition, management has made
contributions to capital of $29,400 in the form of expenses paid for by the
Company. This amount comprises $16,800 in management fees, $8,400 in rent and
$4,200 in telephone from the date of inception to August 31, 2005.
LITIGATION
We
are
not a party to any pending litigation and none is contemplated or threatened.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No
named
expert or counsel referred to in the prospectus has any interest in Standard.
No
expert or counsel was hired on a contingent basis, will receive a direct or
indirect interest in Standard or was a promoter, underwriter, voting trustee,
director, officer or employee of, or for, Standard. An "expert" is a person
who
is named as preparing or certifying all or part of our registration statement
or
a report or valuation for use in connection with the registration statement.
"Counsel" is any counsel named in the prospectus as having given an opinion
on
the validity of the securities being registered or upon other legal matters
concerning the registration or offering of the securities.
Our
financial statements included in this prospectus have been audited by Madson
& Associates, CPA’s Inc of # 3- 684 East Vine, Murray, Utah, 84107, as set
forth in their report included in this prospectus.
The
geological report on the Standard Claim dated June 24, 2004 titled "Summary
of
Exploration On The Standard Property, Goldbridge, Lillooet Mining District,
British Columbia”, was authored by William Timmins, P. Eng., of
Suite
1016, 470 Granville Street, Vancouver, British Columbia, V6C 1V5.
The
legal
opinion rendered by Conrad C. Lysiak, Esq., 601 West First Avenue, Suite 503,
Spokane, Washington 99201, regarding the Common Stock of Standard registered
on
prospectus is as set forth in his opinion letter dated November 9, 2005.
MARKET
FOR COMMON SHARES & RELATED STOCKHOLDERS MATTERS
Market
Information
At
the
present time, there is no established market price for our shares.
There
are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.
-40-
The
number of shares subject to Rule 144 is 235,000. Share certificates representing
these shares have the appropriate legend affixed on them.
There
are
no shares being offered to the public other than indicated in this prospectus
and no shares have been offered pursuant to an employee benefit plan or dividend
reinvestment plan.
Holders
Standard
has 43 shareholders as at the date of this prospectus.
ADDITIONAL
INFORMATION
Standard
is subject to the informational requirements of the Securities Exchange
Act of
1934, and in accordance therewith files reports, proxy or information statements
and other information with the Securities and Exchange Commission. Such
reports,
proxy statements and other information can be inspected and copied at the
public
reference facilities maintained by the Commission at 100 F Street N. E.,
Washington, D.C. 20549, at prescribed rates. In addition, the Commission
maintains a web site that contains reports, proxy and information statements
and
other information regarding registrants that file electronically with the
Commission. The address of the Commission’s web site is http://www.sec.gov.
Standard
has filed with the Commission a registration statement on Form SB-2 under the
Securities Act of 1933 with respect to the common stock being offered hereby.
As
permitted by the rules and regulations of the Commission, this prospectus does
not contain all the information set forth in the registration statement and
the
exhibits and schedules thereto. For further information with respect to Standard
and the common stock offered hereby, reference is made to the registration
statement, and such exhibits and schedules. A copy of the registration
statement, and the exhibits and schedules thereto, may be inspected without
charge at the public reference facilities maintained by the Commission at the
addresses set forth above, and copies of all or any part of the registration
statement may be obtained from such offices upon payment of the fees prescribed
by the Commission. In addition, the registration statement may be accessed
at
the Commission’s web site. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and,
in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference.
CHANGES
IN ACCOUNTANTS
From
inception until their dismissal on December 15, 2002 Standard’s auditors were
Andersen Andersen and Strong L.L. C., Certified Public Accountants. The change
of auditor was occasioned by a re-organization and name change of Andersen
Andersen and Strong L.L. C. Sellers &Anderson, LLC, Certified Public
Accountants were appointed as their replacement, also effective December 15,
2002.
During
the three fiscal years ended August 31, 2002, 2001 and 2000 and through December
15, 2003: (i) we did not receive an adverse opinion or disclaimer of opinion
from Andersen Andersen and Strong L.L. C but the audit reports for the years
ended August 31, 2002, 2001 and 2000 contained an explanatory paragraph
regarding the substantial doubt about our ability to continue as a going
concern; (ii) their opinions were not qualified or modified as to uncertainty,
audit scope or accounting principles, and (iii) there have been no disagreements
with Andersen Andersen and Strong L.L. C on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which, if not resolved to the satisfaction of Andersen Andersen and Strong
L.L.
C , would have caused
-41-
them
to
make reference to the subject matter of the disagreement in their report.
In particular, there were no “reportable events,” as such term is defined in
Item 304(a)(1)(iv) of Regulation S-B, during the three fiscal years ended August
31, 2002, 2001 and 2000 and through December 15, 2002.
Sellers
& Anderson LLC., Certified Public Accountants were dismissed as our auditors
on February 5, 2004 and were replaced, on that date, by our current auditors,
Madsen & Associates, CPA’S Inc.
During
the fiscal year ended August 31, 2003 and through February 5, 2004: (i) we
did
not receive an adverse opinion or disclaimer of opinion from Sellers &
Anderson LLC but the audit reports for the yeas ended August 31, 2003 contained
an explanatory paragraph regarding the substantial doubt about our ability
to
continue as a going concern; (ii) their opinions were not qualified or modified
as to uncertainty, audit scope or accounting principles, and (iii) there have
been no disagreements with Sellers & Anderson LLC on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Sellers &
Anderson LLC., would have caused them to make reference to the subject matter
of
the disagreement in their report. In particular, there were no “reportable
events,” as such term is defined in Item 304(a)(1)(iv) of Regulation S-B, during
the fiscal year ended August 31, 2003 and through February 5, 2004.
FINANCIAL
STATEMENTS
Our
fiscal year end is August 31. We will provide audited financial statements
to
our stockholders on an annual basis; the financial statements will be audited
by
Independent Accountants.
Our
audited financial statements for the year ended August 31, 2005 and our
unaudited quarterly financial statements for the period ended November
30, 2005
immediately follow:
|
November
30, 2005 FINANCIAL STATEMENTS
|
Page
|
|
|
|
Balance
Sheet
|
43
|
|
|
Statement
of Operations
|
44
|
|
|
Statement
of Changes In Stockholders' Equity
|
45
|
|
|
Statement
of Cash Flows
|
46
|
|
Notes
to the Financial Statements
|
57
|
|
-42-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
BALANCE
SHEETS
November
30, 2005
(with
comparative figures at August 31, 2005)
(Unaudited
- Prepared by Management)
|
November
30
2005
|
August
31
2005
|
|
|
ASSETS
|
||
|
CURRENT
ASSETS
|
||
|
Bank
|
$11,130
|
$103
|
|
$11,130
|
$103
|
|
|
LIABILITIES
|
||
|
Accounts
payable - related party
|
$31,192
|
28,403
|
|
Accounts
payable and accrued liabilities
|
24,914
|
44,639
|
|
56,106
|
73,042
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
||
|
Common
stock
|
||
|
200,000,000
shares authorized, at $0.001 par value;
|
||
|
2,285,000
shares issued and outstanding (August 31,
2005
- 1,295,000 shares issued and outstanding)
|
2,285
|
1,295
|
|
Capital
in excess of par value
|
80,715
|
31,155
|
|
Deficit
accumulated during the pre-exploration stage
|
(127,976)
|
(105,389)
|
|
Total
Stockholders’ Equity (Deficiency)
|
(44,976)
|
(72,939)
|
|
$11,130
|
$103
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-43-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
STATEMENTS
OF OPERATIONS
For
the
three months ended November 30, 2005 and 2004 and for the period from September
24, 1998 (Date of Inception) to November 30, 2005
(Unaudited
- Prepared by Management)
|
For
the
Three
months
Ended
Nov
30, 2005
|
For
the
Three
Months
Ended
Nov
30, 2004
|
Date
of Inception to
November
30,
2005
|
|
|
SALES
|
$
-
|
$
-
|
$
-
|
|
GENERAL
AND ADMINISTRATIVE EXPENSES:
|
|||
|
Accounting
and audit
|
1,245
|
1,250
|
39,195
|
|
Annual
General Meeting costs
|
679
|
-
|
2,230
|
|
Bank
charges and interest
|
143
|
18
|
1,744
|
|
Consulting
fees
|
10,000
|
-
|
12,500
|
|
Edgar
filing fees
|
250
|
250
|
6,429
|
|
Filing
fees
|
12
|
-
|
675
|
|
Geological
report
|
-
|
-
|
2,780
|
|
Incorporation
costs
|
-
|
-
|
255
|
|
Legal
fees
|
2,500
|
-
|
2,987
|
|
Management
fees
|
600
|
600
|
17,400
|
|
Miscellaneous
|
-
|
-
|
1,600
|
|
Office
expenses
|
784
|
-
|
2,362
|
|
Rent
|
300
|
300
|
8,700
|
|
Staking
and exploration costs
|
3,100
|
-
|
12,956
|
|
Telephone
|
150
|
150
|
4,350
|
|
Transfer
agent’s fees
|
622
|
307
|
7,152
|
|
Travel
and entertainment
|
2,202
|
-
|
4,661
|
|
NET
LOSS
|
$22,587
|
$(2,875)
|
$(127,976)
|
|
NET
LOSS PER COMMON SHARE
|
|||
|
Basic
|
$0.01
|
$
-
|
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
|
Basic
|
1,958,626
|
1,295,000
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-44-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
STATEMENTS
OF CASH FLOWS
For
the
three months ended November 30, 2005 and 2004 and for the period from September
24, 1998 (Date of Inception) to November 30, 2005
(Unaudited
- Prepared by Management)
|
For
the Three
Months
Ended
November
30,
2005
|
For
the Three
Months
Ended
November
30,
2004
|
Date
of Inception
To
November
30,
2005
|
|
|
CASH
FLOWS FROM
OPERATING
ACTIVITIES:
|
|||
|
Net
loss
|
$(22,587)
|
$(2,875)
|
$
(127,976)
|
|
Adjustments
to reconcile net loss to
net
cash provided by
operating
activities:
|
|||
|
Changes
in assets and liabilities:
|
|||
|
Accounts
payable
|
(19,725)
|
1,807
|
24,914
|
|
Accounts
payable-related party
|
2,789
|
-
|
31,192
|
|
Capital
contributions-expenses
|
1,050
|
1,050
|
30,450
|
|
Net
Cash from Operations
|
(38,473)
|
(18)
|
(41,420)
|
|
CASH
FLOWS FROM
FINANCING
ACTIVITIES:
|
|||
|
Proceeds
from issuance of
common
stock
|
49,500
|
-
|
52.550
|
|
45,500
|
-
|
52,550
|
|
|
Net
(decrease) increase in Cash
|
11,027
|
(18)
|
11,130
|
|
Cash
at Beginning of Period
|
103
|
68
|
-
|
|
CASH
AT END OF PERIOD
|
$11,130
|
$
50
|
$11,130
|
The
accompanying notes are an integral part of these unaudited financial
statements
-45-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
For
the Period from September 24, 1998 (Date of Inception) to November 30,
2005
(Unaudited
- Prepared by Management)
|
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)
|
|
Issuance
of common shares for
cash
at $0.05 - September 30, 2005
|
990,000
|
990
|
48,510
|
-
|
|
Capital
contributions
|
-
|
-
|
1,050
|
-
|
|
Net
operating loss for the period ended
November
30, 2005
|
-
|
-
|
-
|
(22,587)
|
|
Balance
as at November 30, 2005
|
2,285,000
|
$
2,285
|
$
80,715
|
$
(127,976)
|
-46-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 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. In addition, the Company has completed an Offering
Memorandum whereby 990,000 common shares were subscribed for at a price
of $0.05
per share for $49,500.
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
November 30, 2005, the Company had a net operating loss carry forward of
$127,976. The tax benefit of $38,392 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.
|
|
|
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.
|
-47-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 2005
(Unaudited
- Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
|
Basic
and Diluted Net Income (loss) Per
Share
|
|
Basic
net income (loss) per share amounts is 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.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of product or the completion of
services.
Advertising
and Market Development
The
company expenses advertising and market development costs as
incurred.
Financial
and Concentration 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 any 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 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.
Financial
Instruments
The
carrying value of financial instruments, including cash and accounts payable,
are considered by management to be their estimated fair value.
-48-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 2005
(Unaudited
- Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
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 $3,780 Cdn or the completion of work on the property
of $3,600
Cdn. Plus a filing fee of $180 Cdn.
|
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
On
September 3, 2005,
officers-directors and their family had acquired 21% of the common capital
stock
issued, and have made no interest, demand loans of $31,192, and have made
contributions to capital of $30,450 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 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 (Note 6), and long term financing,
will enable the Company to operate for the coming
year.
-49-
|
August
31, 2005 FINANCIAL STATEMENTS
|
Page
|
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
51
|
|
|
|
Balance
Sheet
|
52
|
|
|
Statement
of Operations
|
53
|
|
|
Statement
of Changes In Stockholders' Equity
|
54
|
|
|
Statement
of Cash Flows
|
55
|
|
Notes
to the Financial Statements
|
56
|
|
-50-
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 ACCOUNTANTS
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
-51-
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
-52-
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.
-53-
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.
-54-
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.
-55-
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.
|
|
-56-
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.
-57-
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.
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 30, 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 as at the date of
the
auditors’ opinion attached to these financial
statements.
|
|
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.
|
-58-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
August
31, 2005
|
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
(note 6),
and long term financing, which will enable the Company to operate
for the
coming year.
|
-59-
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated fees and expenses in connection with
the issuance and distribution of the securities being registered hereunder,
all
of which are being paid by us:
|
Audit
and Accounting
|
$5,850
|
|
Legal
and Consulting
|
12,500
|
|
Office
and miscellaneous
|
400
|
|
SEC
filing fees
|
100
|
|
Total
estimated expenses of
issuance
and distribution
|
$18,850
|
ITEM
26. RECENT SALES OF UNREGISTERED SECURITIES
Our
stock
is not presently traded or listed on any public market. Upon effectiveness
of
our prospectus under the Securities Exchange Act of 1934, it is anticipated
one
or more broker dealers may make a market in our securities over-the-counter,
with quotations carried on the OTCBB.
(a)
Prior sales of common shares within the past three years
During
the past three years, Standard has sold the following securities which were
not
registered under the Securities Act of 1933:
On
September 30, 2005, we accepted subscriptions from twenty individual investors,
all residents of British Columbia, Canada, for the purchase of 990,000 shares
at
a price of $0.05 per share raising net proceeds of $49,500.
We
issued
the foregoing restricted shares of common stock to the twenty individuals
pursuant to Regulation S of the Securities Act of 1933. None of the above are
deemed to be accredited investors and each was in possession of all material
information relating to Standard. Further, no commissions were paid to anyone
in
connection with the sale of the shares and no general solicitation was made
to
anyone. All
of
the investors are normally resident outside of the United States; the
transaction took place outside the U.S.; no directed selling efforts were made
in the U.S. by Standard, any distributor, any affiliate or any person acting
on
behalf of the foregoing; the securities were offered and sold in a foreign
(Canada) directed offering, , to residents thereof and in accordance with the
rules and regulations of the British Columbia Securities Commission.
(b)
Use of proceeds
We
have
expended $15,686 of the proceeds of the above private placements to pay
outstanding accounts payable and a further $16,088 towards the costs associated
with this offering.
We
expect
the balance of the proceeds will be applied to further costs of this offering,
accounts payable and
exploration work to be undertaken on the Standard Claim.
We
shall
report the use of proceeds on our first periodic report filed pursuant to
sections 13(a) and 15(d) of the Exchange Act after the effective date of this
prospectus and thereafter on each of our subsequent periodic reports.
-60-
ITEM
27. EXHIBITS
|
Exhibit
No.
|
Description
|
|
11
|
Statement
re. Computation of Per Share Earnings
|
|
23.2
|
Consent
of Madsen & Associates, CPA’s
Inc.
|
The
following Exhibits are filed as part of this Registration Statement, pursuant
to
Item 601 of Regulation S-B. All exhibits have been previously filed unless
otherwise noted.
|
Exhibit
No.
|
Description
|
|
3
(i)
|
Certificate
of Incorporation (incorporated by reference from Standard’s
Registration
Statement
on Form 10-SB12G filed on December 6, 1999)
|
|
3
(ii)
|
Articles
of Incorporation (incorporated by reference from Standard’s Registration
Statement
on Form 10-SB12G filed on December 6, 1999)
|
|
3(iii)
|
Amended
Certificate of Incorporation (incorporation by reference from
Standard’s
Registration
on Form SB-2 filed on November 10, 2005)
|
|
4
|
Specimen
Stock Certificate (incorporated by reference from Standard’s
Registration
Statement
on Form SB-2 filed on November 10, 2005)
|
|
5.1
|
Opinion
re. Legality, Conrad C. Lysiak, Attorney at Law (incorporated
by
reference
from
Standard’s Registration Statement on Form SB-2 filed on November 10,
2005)
|
|
10.1
|
Transfer
Agent and Registration Agreement (incorporated by reference from
Standard’s
Registration
Statement on Form SB-2 filed on November 10, 2005)
|
|
10.2
|
Bill
of Sale Absolute, Standard Claim (incorporated by reference from
Standard’s
Registration
Statement on Form SB-2 filed on November 10, 2005)
|
|
10.3
|
Stock
Option Plan with Form of Option Agreement (incorporated by reference
from
Standard’s
Registration Statement on Form SB-2filed on November 10,
2005)
|
|
14
|
Code
of Ethics (incorporated by reference from Standard’s Registration
Statement on
Form
SB-2 filed on November 10, 2005)
|
|
23.3
|
Consent
of William Timmins, P. Eng. (incorporated by reference from
Standard’s
Registration
Statement on Form SB-2 filed on November 10, 2005)
|
|
99.1
|
Audit
Committee Charter (incorporated by reference from Standard’s Registration
Statement
on Form SB-2 filed on November 10,
2005)
|
-61-
ITEM
28: UNDERTAKINGS
Standard
hereby undertakes:
(a)
|
(1)
|
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement
to:
|
(i) Include
any prospectus required by section 10 (a) (3) of the Securities Act of
1933;
(ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement, and
notwithstanding the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospects
filed
with the U.S. Securities and Exchange Commission pursuant to Rule 424 (b) if,
in
the aggregate, the changes in the volume and price represent no more than a
20%
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement.
|
(2)
|
For
determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be initial
bona fide offering.
|
|
(3)
|
File
a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
(4)
(i)
That, for the purpose of determining liability under the Securities Act
of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of
prospectus filed by the
registrant
as
provided in Rule 424(b)(1) or (4), or 497(h) under the Securities Act 9of
1933
shall be deemed to be part of this registration statement as of the time
it was
declared effective.
|
(ii.)
For determining any liability under the Securities Act of 1933,
each
post-effective amendment that contains a form of prospectus shall
be
deemed to be a new registration statement relating to the securities
offered, and the
offering
of
such securities at that time shall be deemed to be the initial
BONA FIDE
offering thereof.
|
|
(c)
|
Provide
to the underwriter at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as
required by the underwriter to permit prompt delivery to each
purchaser.
|
|
(d)
|
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses
incurred
or paid by a director, officers or controlling person of the small
business issuer in the successful defense of any action, suit or
proceedings) is asserted by such director, officer or controlling
person
in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has
been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will
be
governed by the final adjudication of such issue.
|
-62-
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, Standard
certifies that it has reasonable grounds to believe that it meets all the
requirements of filing on Form SB-2A and authorized this registration to
be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City
of Vancouver, British Columbia, Canada on January 18,
2006.
STANDARD
CAPITAL CORPORATION
/s/
“E.
Del Thachuk”
Chief
Executive Officer
President,
and Director
Special
Power of Attorney
The
undersigned constitute and appoint E. Del Thachuk their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in
his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 registration
statement, and to file the same with all exhibits thereto, and all documents
in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do
in
person, hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed
by
the following persons in the capacities and on the date indicated.
Date:
January 18, 2006
/s/
“E. Del Thachuk”
E.
Del
Thachuk
Chief
Executive Officer
President
and Director
/s/
“Gordon Brooke”
Gordon
Brooke
Chief
Financial Officer, Chief Accounting Officer
and
Director
-63-
-64-
-65-