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Published on January 18, 2006
STANDARD
CAPITAL CORPORATION
2429
- 128TH
Street
Surrey,
British Columbia
Canada,
V4A 3W2
(Tel:
604-538-4898)
(Fax:
604-538-5939)
January
18, 2006.
Via:
Edgar and
Federal
Express
United
States
Securities
And Exchange Commission
100
F
Street, N. E.
Washington,
D.C.
20549-7010
Attention:
Jason Wynn, Division of Corporate Finance
Dear
Sirs:
Re:
Standard
Capital Corporation
Registration
Statement on Form SB-2
Filed
November 10, 2005
File
No. 333-129622
Form
10-KSB for Fiscal Year Ended August 31, 2005
Filed
October 25, 2005
File
No. 0-30402
We
acknowledge receipt of your comment letter of December 14, 2005 respecting
our
Registration Statement on Form SB-2 (“SB-2”) and Form 10-KSB for Fiscal Year
Ended August 31, 2005 (“10-KSB”) noted in the caption above.
We
have
enclosed three clean copies and three ‘red-line’ copies of both our SB-2A and
10-KSBA filings, as amended, for ease of reference to the changes made to
the
documents detailed below. Please note we have also made an amendment to our
Form
10-QSB originally filed on December 20, 2005.
Following
are our responses to your comments which are keyed to the remarks in your
letter
of December 14, 2005. Please note that all page references below refer to
the
‘red-line’ enclosed copy of our amended SB-2A,or 10-KSBA as the case may be:
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General
| 1. |
As
requested, we have made changes throughout the SB-2A where your
comments
were applicable to disclosure appearing in more than one location,
despite
the fact that such comment may have made reference to only one
location in
the document.
|
| 2. |
We
have made amendments, throughout the SB-2A, to make plain that
Standard
(i) is the owner of one, and only one, mineral property, and (ii)
has a
limited operating history and has not generated any revenues since
inception. In particular we refer you to ‘Summary of Prospectus’, page 6,
where we have added language to make plain we have a limited operating
history and only one mineral property; Risk Factors, page XX, paragraphs
2
and 13. where we have added language to make clear the Standard
Claim is
our sole property; the section ‘Business, sub-section ‘Our Business’, page
20, we deleted reference to ‘acquisition of mineral properties’ and
stressed that our business today is confined to exploration of
the
Standard Claim; and in ‘Management Discussion and Analysis’ page 25, we
added specific reference to our limited operating history and ‘sole
property’ status.
|
| 3. |
We
have updated our financial disclosure throughout to November 30,
2005, the
date of our most recent quarterly financial statements, and to
December
31, 2005 or later where possible. With respect to our OTC Bulletin
Board
application we have made plain that such application will be made
after
this Registration Statement becomes effective; see Risk Factors,
page 12,
paragraph 17.; and ‘Description of Securities, subsection ‘Market
Information’, page 39;
|
We
have
enclosed an updated consent from our independent auditors. See Exhibit
23(1).
Prospectus
Summary, Page 3
| 4. |
We
have amended the wording as requested to make plain that the Summary
addresses all material
information. See opening paragraph, ‘Summary of Prospectus’, page
7.
|
| 5. |
Edward
Skoda is an independent mineral consultant with whom Standard has
a long
standing business relationship. Mr Skoda was engaged by Standard
to locate
and stake the Standard Claim and to conduct exploration work on
the claim
on behalf of the Company over the past few years. Now that title
to the
Standard Claim has been transferred to my name, the disclosure
concerning
title to the claim has been amended to reflect this, in the ‘Prospectus
Summary’, page 6, and in ‘Business’, subsection ‘Business Development of
Issuer Since Inception’, page 20. In this latter section we did spell out
the nature of Mr. Skoda’s relationship to
|
-2-
the
Company. I am enclosing a copy obtained on-line from the website of the Ministry
of Energy and Mines for the Province of British Columbia which verifies the
Standard claim has been transferred to my name under my personal Free Miners
License. Mr. Skoda no longer has any authority to deal with or transact any
business with regards to the Standard claim.
Selected
Financial Information, page 4
| 6. |
We
completed the private placement on September 30, 2005. We have
made this
clear throughout the registration statement by replacing the “subsequent
to August 31, 2005” or “in September 2005” language with the specific
date; see ‘Selected Financial Information, page 7; ‘Business’ page 20;
‘Management Discussion and Analysis, page 27; ‘Executive Compensation’,
page 35;
|
| 7. |
We
have revised this disclosure to account for the application of
the entire
proceeds of the private placement. We have corrected the error
noted so
that the amount spent together with the amount remaining now equals
the
total proceeds of the offering. See page
7.
|
| 8. |
We
have rectified the errors referred to in’ Selected Financial Information’.
The figures shown here now correspond with those in our audited
financial
statements as well as out November 30, 2005 un-audited statements
included
in this amendment to our registration statement. See page 7.
|
Risk
Factors, page 5
If
we
don’t raise enough money for exploration, page 6
9.
We
have added the sentence: “We estimate that we have sufficient cash on hand to
continue operations…..” to “Risk Factor”
6
(see
page 9), and have also made a corresponding change to “Management's
Discussion and Analysis or Plan of Operations”, see
page
25.
Because
we may be unable to meet property maintenance requirements, page
8
10.
We
have added the sentence: “The aggregate minimum we must expend annually is
approximately $3,100.” to “Risk Factors” 12, (see page 11), thus explicitly
stating the annual obligation that must be fulfilled to maintain our interest
in
the Standard Claim. See also ‘Business’, subsection ‘Standard Claim’, in the
paragraph immediately following the table providing details on the Standard
Claim, where we stated clearly that it is an annual obligation.
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Selling
Security Holders, page 13
11.
We
have added language to make clear we have described all material relationships
in accordance the instructions in Item 507 of Reg. S-B. See the paragraph
added
following the table in ‘Selling Security Holders’, page 18.
Plan
of Distribution, page 15
12
We
decided to removed the right of selling security holders to make ‘short sales’
See ‘Plan of Distribution’, page 19.
Business,
page 16
Business
development of issuer since inception, page 16
13.
We
have given an explanation as to the application of the $3,050 in initial
seed
capital and have added language here to describe what ‘staking’ means. See page
19.
14.
The
geologist who prepared the 1999 geological report referred to was Calvin
Church.
See page 20. The consultant who undertook our 2005 work program was Edward
Skoda. See page 20, where we have added wording to disclose these
facts.
15.
We
have neither identified Calvin Church as an ‘expert’ nor filed his report since
we are not relying on Mr. Church or his report in terms of our decision to
continue to maintain our interest in, and carry out exploration work on,
the
Standard Claim. Mr. Church’s property review report was prepared over six years
ago. Given the passage of time and the work undertaken on the Standard Claim
in
the intervening period we considered it appropriate to have an ‘expert’ prepare
a current report and work recommendation on the Standard Claim. Mr. Church
was
unavailable. We hired Mr. Timmins in his stead. The Timmins Report, for which
his consent has been filed as you have noted, supersedes and replaces the
‘out
of date’ report prepared by Mr. Church in 1999. Indeed, the work we propose to
carry out on the Standard Claim is based entirely on the Timmins Report’s
recommendations.
16.
We
have added language to describe the work undertaken on the Standard Claim
during
2005. We refer you to page 20 for the wording describing the 2005 work program
added to this section.
We
have
also added language to (i) make plain our intention to file proof of this
work
with the Ministry, and (ii) the consequences of our failure to do so. Please
see
page 20 in this section as well as ‘Risk Factors’-12, page 11.
Management’s
Discussion and Analysis,.page 21
17.
See
page 26 where we have added the sub-section ‘Trends’.
-4-
Our
planned exploration program, page 23
18.
The
basis for our “…anticipated exploration costs over the next twelve months…” of
$25,000 is the Phase I work recommendation contained in the Timmins Report.
We
have modified the language in this section, see page 27, to make plain that
this
is the work we anticipate carrying out over the next twelve months, subject
to
our having cash available for this purpose. Please note the amount of $25,000
has been reduced to $22,000 in this paragraph to reflect the work performed
on
the Standard claim in November 2005. This exploration work will be filed
in
early February prior to the expiry of the Standard claim.
Principal
Shareholders, page 32
19.The
word “required”’ referred to in this comment was a typographical error. It
should have stated “…to which such share may be acquired
in the
next 60 days….”. This ‘typo’ has been corrected. See page 37.
Market
Information, page 35.
20.
We
have corrected the erroneous language, which was inadvertent; to make clear
that
if our shares are not traded on the OTCBB there will be no market for them.
See
page 39.
21.
The
reference to “Henley” in the quote contained in your comment was a typographical
error. The reference should have been to ‘Standard” and the requisite change has
been made to page 39.
Additional
Information, page 37
22.We
have replaced the erroneous address for the SEC with the current address.
See
page 42.
Undertakings,
page 63
Subsequent
to receipt of your comment letter we learned of modifications to Item 512
of
Regulation S-B. We have amended the wording of this section of our registration
statement accordingly. See page 63.
Form
10_KSB for the Fiscal Year Ended August 31, 2005
Description
of Property, page 11
23.
On
page 12 of the amended Form 10-KSB certain references to other properties
have
been deleted.
-5-
Control
and Procedures, page 18
24.
The
first paragraph on page 18 has been amended to adhere to this comment. See
page
18.
25.
The
word “significant” has been eliminated from the second paragraph in this section
as can be noted on page 18.
Principal
Accountants Fees and Services, page 28
26.
On
page 28 the fees and service information has been given for August 31, 2005
and
2004.
Exhibit
99.3
27.Both
Exhibit 99.1 and 99.3 have been amended to be consistent with the language
specified under Instruction 31 to Item 601 of Regulation S-B.
Please
note that in adherence to comment 27 I have amended Form 10Q-SB which has
not
been filed on Edgar.
We
appreciate your comments and constructive suggestions concerning disclosure
in
our SB-2 and 10-KSB. We trust the above, and enclosed, fully address your
comments.
Yours
very truly,
Standard
Capital Corporation
Per:
//s// “E. Del Thachuk”
E
Del
Thachuk,
Chief
Executive Officer, President
and
Director
Enclosures
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