10QSB: Optional form for quarterly and transition reports of small business issuers
Published on January 3, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
(X
)
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE
ACT OF
1934
|
For
the
quarterly period ended
November 30, 2007
|
(
)
|
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transaction period from
to
|
|
Commission
File
number 0-24707
|
STANDARD
CAPITAL CORPORTION
|
(Exact
name of Company as specified in
charter)
|
Delaware
|
91-1949078
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employee I.D. No.)
|
557
M.
Almeda Street
|
|
Metro
Manila, Philippines
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number 011-632
724-5517
|
|
2429
128th
Street, Surrey, British Columbia, Canada, V4A 3W2
|
(Former
name, former address and formal fiscal year, if changed since last
report)
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X] No □
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PROCEDING FIVE YEARS
Check
whether the registrant filed all documents and reports required to be filed
by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes □
No
□
Indicate
by check-mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes
[X]
No[ ]
APPLICABLE
ONLY TO CORPORATE ISSUERS
State
the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
December
31, 2007: 2,285,000
common shares
Transitional
Small Business Disclosure format (Check one): Yes [ ] No [X]
-1-
INDEX
Page
Number
|
||
PART
1.
|
FINANCIAL
INFORMATION
|
|
ITEM
1.
|
Financial
Statements (unaudited)
|
3
|
Balance
Sheet as at November 30, 2007 and August 31, 2007
|
4
|
|
Statement
of Operations
For
the three months ended November 30, 2007 and 2006
and for the period September 24, 1998 (Date of Inception)
to November 30, 2007
|
5
|
|
Statement
of Cash Flows
For
the three months ended November 30, 2007 and 2006 and
for the period September 24, 1998 (Date of Inception) to
November
30, 2007
|
6
|
|
Notes
to the Financial Statements.
|
7
|
|
ITEM
2.
|
Management’s
Discussion and Analysis or Plan of Operations
|
10
|
ITEM 3.
|
Controls
and Procedures
|
15
|
PART
11.
|
OTHER
INFORMATION
|
15
|
ITEM
1.
|
Legal
Proceedings
|
16
|
ITEM
2.
|
Changes
in Securities and Use of Proceeds
|
16
|
ITEM
3.
|
Defaults
Upon Senior Securities
|
16
|
ITEM
4.
|
Submission
of Matters to a Vote of Security Holders
|
16
|
ITEM
5.
|
Other
Information
|
16
|
ITEM
6.
|
Exhibits
and Reports on Form 8-K
|
16
|
SIGNATURES.
|
18
|
|
-2-
PART
1 - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheet of Standard Capital Corporation (a pre-exploration
stage company) at November 30, 2007 (with comparative figures as at August
31,
2007) and the statement of operations for the three months ended November 30,
2007 and 2006 and the statement of cash flows for the three months ended
November 30, 2007 and 2006 and for the period from September 24, 1998 (date
of
incorporation) to November 30, 2007 have been prepared by the Company’s
management in conformity with accounting principles generally accepted in the
United States of America. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature.
Operating
results for the quarter ended November 30, 2007, are not necessarily indicative
of the results that can be expected for the year ending August 31,
2008.
-3-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
BALANCE
SHEETS
November
30, 2007
(with
comparative figures at August 31, 2007)
(Unaudited
- Prepared by Management)
November
30, 2007
|
August
31, 2007
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Bank
|
$
1,808
|
$
4.338
|
$
1,808
|
$
4,338
|
|
LIABILITIES
|
||
Accounts
payable and accrued liabilities
|
$
31,711
|
32,211
|
Accounts
payable - related parties
|
50,483
|
50,448
|
82,194
|
82,659
|
|
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
||
Common
stock
|
||
200,000,000
shares authorized, at $0.001 par
|
||
value,
2,285,000 shares issued and outstanding (August 31, 2007
- 2,285,000 shares issued and outstanding)
|
2,285
|
2,285
|
Capital
in excess of par value
|
89,115
|
88,065
|
Deficit
accumulated during the pre-exploration stage
|
(171,786)
|
(168,671)
|
Total
Stockholders’ Equity (Deficiency)
|
(80,386)
|
(78,321)
|
$
1,808
|
$
4,338
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-4-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
STATEMENTS
OF OPERATIONS
For
the
three months ended November 30, 2007 and 2006 and for the period from September
24, 1998 (Date of Inception) to November 30, 2007
(Unaudited
- Prepared by Management)
For
the three
months
ended
November
30,
2007
|
For
the three
Months
ended
November
30, 2006
|
Date
of Inception to November
30,
2007
|
|
SALES
|
$
-
|
$
-
|
$
-
|
GENERAL
AND ADMINISTRATIVE EXPENSES:
|
|||
Accounting
and audit
|
1,750
|
1,245
|
55,380
|
Annual
General Meeting costs
|
-
|
-
|
2,230
|
Bank
charges and interest
|
19
|
53
|
1,955
|
Consulting
fees
|
-
|
-
|
17,500
|
Edgar
filing fees
|
250
|
250
|
8,879
|
Filing
fees
|
-
|
-
|
1,361
|
Geological
report
|
-
|
-
|
2,780
|
Incorporation
costs
|
-
|
-
|
255
|
Legal
fees
|
-
|
-
|
2,987
|
Management
fees
|
600
|
600
|
22,200
|
Miscellaneous
|
-
|
-
|
1,600
|
Office
expenses
|
36
|
1,896
|
5,614
|
Rent
|
300
|
300
|
11,100
|
Staking
and exploration costs
|
-
|
-
|
17,617
|
Telephone
|
150
|
150
|
5,550
|
Transfer
agent’s fees
|
10
|
57
|
9,755
|
Travel
and entertainment
|
-
|
-
|
5,023
|
NET
LOSS
|
$
( 3,115)
|
$
(4,551)
|
$
(171,786)
|
NET
LOSS PER COMMON SHARE
|
|||
Basic
|
$
-
|
$
-
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
Basic
|
2,285,000
|
2,285,000
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-5-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
STATEMENTS
OF CASH FLOWS
For
the
three months ended November 30, 2007 and 2006 and for the period from September
24, 1998 (Date of Inception) to November 30, 2007
(Unaudited
- Prepared by Management)
For
the Three Months
ended
November
30, 2007
|
For
the Three Months
ended
November
30, 2006
|
Date
of Inception To
November
30, 2007
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
|||
Net
loss
|
$
(3,115)
|
$
(4,551)
|
$
(171,786)
|
Adjustments
to reconcile net loss to net cash
provided by operating activities:
|
|||
Changes
in assets and liabilities:
|
|||
Accounts
payable
|
(500)
|
(1,310)
|
31,711
|
Accounts
payable - related party
|
35
|
2,847
|
50,483
|
Capital
contributions - expenses
|
1,050
|
1,050
|
38,850
|
Net
Cash (Deficiency) from Operations
|
(2,530)
|
(1,964)
|
(50,742)
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
|||
Proceeds
from issuance of common
stock
|
-
|
-
|
52,550
|
-
|
-
|
52,550
|
|
Net
increase (decrease) in Cash
|
(2,530)
|
(1,964)
|
1,808
|
Cash
at Beginning of Period
|
4,338
|
2,257
|
-
|
CASH
AT END OF PERIOD
|
$
1,808
|
$
293
|
$
1,808
|
The
accompanying notes are an integral part of these unaudited financial
statements
-6-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 2007
(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.
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, 2007, the Company had a net operating loss carry forward of
$171,786. The tax benefit of approximately $51,500 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 2027.
|
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.
|
-7-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 2007
(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.
-8-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 2007
(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, 2008. 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
November 30, 2007, officers-directors and their family had acquired 12% of
the
common capital stock issued, and have made no interest, demand loans of $50,483,
and have made contributions to capital of $38,850 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
The
Company has completed one Regulation D offering of 1,295,000 shares of its
capital stock for $3,050. In addition, in November 2005, 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.
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.
-9-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR
PLAN
OF OPERATIONS
The
following discussion should be read in conjunction with the information
contained in the financial statements of Standard Capital Corporation
(“Standard”) and the notes which form an integral part of the financial
statements which are attached hereto.
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and
are
stated in United States dollars.
Standard
presently has minimal day-to-day operations; mainly comprising the maintaining
of the Standard claim in good standing on an annual basis and preparing the
various reports to be filed with the United States Securities and Exchange
Commission (the “SEC”) as required.
LIQUIDITY
AND CAPITAL RESOURCES
Standard
has had no revenue since inception and its accumulated deficit is $171,786.
To
date, the growth of Standard has been funded by the sale of shares and advances
by its director in order to meet the requirements of filing with the SEC and
maintaining the Standard claim in good standing.
The
plan
of operations during the next twelve months will be to maintain the Standard
claim in good standing with the Province of British Columbia and meet its filing
requirements. Presently Standard does not have the funds to consider any
additional mineral claims. Management is considering the raising of additional
funds through the sale of shares but no decision as to the price and number
of
shares to be issued has been decided upon.
Management
estimates that a minimum of $16,600 will be required over the next twelve months
to pay for such expenses as bookkeeping ($5,250), auditing ($4,000), Edgar
fees
($1,250), filing fees to maintain Standard in good standing with the State
of
Delaware and payment to Standard’s registrant ($300), exploration activities on
the Standard claim ($3,300), office and miscellaneous ($800), annual general
meeting mail costs, holding of meeting, etc. ($500) and payments to the transfer
agent ($1,200). The above noted figure does not include amounts owed to third
party creditors in the amount of $31,711 as at November 30, 2007. The amount
required to cover total operating costs for the next twelve months and to settle
all the outstanding amounts owed to third party creditors would be $50,483.
At
present Standard does not have these funds to pay for future expenses and
eliminate accounts payable and therefore would be required to either sell shares
in its capital stock or obtain further advances from its director. Standard’s
future operations and growth is dependent on its ability to raise capital for
expansion and to seek revenue sources.
RESULTS
OF OPERATIONS
The
Standard claim
The
Standard claim is located in the Bridge River gold camp near the town of Gold
Bridge, 160 kilometres north of Vancouver, British Columbia. The Standard claim
has had sufficient work and cash expended on it to maintain it in good standing
with the Ministry of Energy and Mines until February 23, 2008.
Historical
summary of the Standard claim
The
Standard claim was located and staked on January 24, 1999 by the four post
staking method and, as mentioned above, is presently in good standing. This
mineral claim consists of 18 units totaling 450 hectares with an area 2 miles
south by 1 mile west.
-10-
The
Legal
Corner Post is located approximately 2 miles southeast of the Village of
Bralorne and on the north side of Fergusson Creek. Access to the Standard claim
is by snowmobile part way up the Fergusson Creek access trail to the 5,800
feet
elevation and approximately 1 mile up Fergusson Creek.
The
claim
boundary is characterized by extreme topographical conditions. Sub-alpine scrub
alder and hemlock trees grow at the creek elevations and rock outcropping
exposure is good along peaks and ridges in the east half of the canyon. The
winters are cold with generally high snowfall accumulations and summers are
hot
and dry.
Standard
has undertaken no product research and development since inception. Management
has no plans to purchase or sell any plant or significant equipment in the
foreseeable future. In addition, Standard does not expect a significant change
in the number of employees.
There
are
certain risk factors regarding Standard’s operation which might affect the
outcome of its ability to operate in the future. An investment in Standard’s
securities involves an exceptionally high degree of risk and is extremely
speculative. The following risk factors reflect the potential and substantial
material risks which could be involved if you decide to purchase shares in
Standard.
Risks
Associated with Standard:
1. |
Because
Standard’s auditors have issued a going concern opinion and because its
officers and directors will not loan any money to it, Standard may
not be
able to achieve its objectives and may have to suspend or cease
exploration activity.
|
Standard’s
auditors' report on its 2007 financial statements expressed an opinion that
substantial doubt exists as to whether Standard can continue as an ongoing
business for the next twelve months. Because its officers and directors are
unwilling to loan or advance capital to it, Standard believes that if it does
not raise additional capital through the issuance of treasury shares, Standard
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 the Standard claim 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 Standard’s property, the Standard claim, does not
contain any reserves, and any funds spent on exploration will be lost. If
Standard cannot raise further funds as a result, it may have to suspend or
cease
operations entirely which would result in the loss of the investment by its
shareholders.
3. |
Standard
lacks an operating history and has losses which it expects to continue
into the future. As a result, Standard may have to suspend or cease
exploration activity or cease operations.
|
Standard
was incorporated in 1998 and its limited exploration activities have not
generated any revenues. Standard has an insufficient exploration history upon
which to properly evaluate the likelihood of its future success or failure.
Standard’s net loss from inception to November 30, 2007 is $171,786. Its ability
to achieve and maintain profitability and positive cash flow in the future
is
dependent upon
|
*
|
Its
ability to locate a profitable mineral property
|
*
|
Its
ability to locate an economic ore reserve
|
|
|
*
|
Its
ability to generate revenues
|
|
*
|
Its
ability to reduce exploration
costs.
|
-11-
Based
upon current plans, Standard expects to incur operating losses in future
periods. This will happen because there are expenses associated with the
research and exploration of the Standard claim. Standard cannot guarantee it
will be successful in generating revenues in the future. Failure to generate
revenues will cause it to go out of business.
4. |
Because
Standard’s officers and directors do not have technical training or
experience in starting, and operating an exploration company nor
in
managing a public company, it will have to hire qualified personnel
to
fulfill these functions. If Standard lacks funds to retain such personnel,
or cannot locate qualified personnel, it may have to suspend or cease
exploration activity or cease operations which will result in the
loss of
its shareholders’ investment.
|
Because
Standard’s officers and directors are inexperienced with exploring for minerals
and starting, and operating a mineral exploration company, it will have to
hire
qualified persons to perform surveying, exploration, and excavation of the
Standard claim. Standard’s 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 its
exploration, earnings and ultimate financial success could suffer irreparable
harm due to certain of management's lack of experience in this industry.
Additionally, Standard’s officers and directors have no direct training or
experience in managing and fulfilling the regulatory reporting obligations
of a
‘public company’ like Standard. Unless its two part time officers are willing to
spend more time addressing these matters, it will have to hire professionals
to
undertake these filing requirements for Standard and this will increase the
overall cost of operations.
As
a
result Standard may have to suspend or cease exploration activity, or cease
operations altogether, which will result in the loss of its shareholders’
investment.
5. |
The
Standard claim has no known ore reserves. Without ore reserves Standard
cannot generate income and if it cannot generate income it will have
to
cease exploration activity which will result in the loss of its
shareholders’ investment.
|
The
Standard claim has no known ore reserves. Even if Standard finds gold
mineralization it cannot guarantee that any gold mineralization will
be
of sufficient quantity so as to warrant recovery. Additionally, even if it
finds
gold mineralization in
sufficient quantity to warrant recovery, Standard cannot guarantee the ore
will
be recoverable. Finally, even if any gold mineralization is
recoverable, it cannot guarantee that this can be done at a profit. Failure
to
locate gold deposits in economically recoverable quantities will mean Standard
cannot generate income. If Standard cannot generate income it will have to
cease
exploration activity, which will result in the loss of its shareholders’
investment.
6. |
Because
Standard is small and does not have much capital, it must limit its
exploration and as a result may not find an ore body. Without
an ore body, Standard cannot generate revenues and its shareholders
will
lose their investment.
|
Any
potential development of and production from Standard’s exploration property
depends upon the results of exploration programs and/or feasibility studies
and
the recommendations of duly qualified engineers and geologists. Because Standard
is small and does not have much capital, it must limit its exploration activity
unless and until it raises additional capital.
Any
decision to expand its operations on the Standard claim will involve the
consideration and evaluation of several significant factors including, but
not
limited to:
-12-
●
|
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,
|
|
●
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Ongoing
costs of production,
|
|
●
|
Market
prices for the minerals to be produced,
|
|
●
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Environmental
compliance regulations and restraints; and
|
|
●
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Political
climate and/or governmental regulation and
control.
|
Such
programs will require very substantial additional funds. Because Standard may
have to limit its exploration, it may not find an ore body, even though its
property may contain mineralized material. Without an ore body, it cannot
generate revenues and the shareholders will lose their investment.
7. |
Standard
may not have access to all of the supplies and materials it needs
to begin
exploration which could cause it 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.
Standard has not attempted to locate or negotiate with any suppliers of
products, equipment or materials. It will attempt to locate products, equipment
and materials as and when it is able to raise the requisite capital. If Standard
cannot find the products and equipment it needs, it will have to suspend its
exploration plans until it does find the products and equipment it
needs.
8. |
Because
Standard’s officers and directors have other outside business activities
and may not be in a position to devote a majority of their time to
Standard’s exploration activity, its exploration activity may be sporadic
which may result in periodic interruptions or suspensions of
exploration.
|
Standard’s
new President and CEO, Alexander Borco Magallano, Professional Geologist, will
be devoting only 15% of his time, approximately 15 hours per month, to
Standard’s operations of its business. Standard’s new Secretary-Treasurer, Rudy
Belloy Perez, Professional Geologist, and its other director, B. Gordon Brooke,
will be devoting only 5 to 10 hours per month to Standard’s operations. As a
consequence Standard’s business may suffer. For example, because its officers
and directors have other outside business activities and may not be in a
position to devote a majority of their time to Standard’s exploration activity,
its 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.
9.
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 Standard having
to
cease operations.
Title
to
the property Standard intends to explore is not held in its name. Title to
the
Standard Claim is recorded in the name of Del Thachuk, former President of
Standard. In the event Del Thachuk was to grant a third party a deed of
ownership, by way of Bill of 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.
-13-
10.
Because Standard may be unable to meet property maintenance requirements or
acquire necessary mining licenses, it may lose its interest in the Standard
Claim.
In
order
to maintain Standard’s interest in the Standard Claim it must make an annual
payment and/or expend certain minimum amounts on the exploration of the mineral
claim. If it fails to make such payments or expenditures in a timely fashion,
it
may lose its interest in the mineral claim. Further, even if Standard does
complete exploration activities, it may not be able to obtain the necessary
licenses to conduct mining operations on the Standard claim, and thus would
realize no benefit from exploration activities on the property.
11.
Because mineral exploration and development activities are inherently risky,
Standard may be exposed to environmental liabilities. If such an event were
to
occur it may result in a loss of its shareholders’ investment.
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 does not have a known body of commercial ore.
Unusual or unexpected formations, formation pressures, fires, power outages,
labor disruptions, flooding, explosions, cave-ins, landslides and the inability
to obtain suitable or adequate machinery, equipment or labor are other risks
involved in extraction operations and the conduct of exploration programs.
Standard does not carry liability insurance with respect to its mineral
exploration operations and it 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
Standard 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, it 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.
12.
No matter how much money is spent on the Standard Claim, the risk is that
Standard might never identify a commercially viable ore reserve.
No
matter
how much money is spent over the years on the Standard claim, Standard might
never be able to find a commercially viable ore reserve. Over the coming years,
Standard 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.
-14-
13.
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.
Standard
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
Standard would still not be able to economically extract the minerals from
the
Standard claim in which case it would have to abandon the Standard claim and
seek another mineral claim to develop, or cease operations
altogether.
14.
Because Standard has not put a mineral deposit into production before, it will
have to acquire outside expertise. If it is unable to acquire such expertise
it
may be unable to put its property into production and its shareholders may
lose
their investment.
Standard
has 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.
15.
Standard anticipates the need to sell additional treasury shares in the future
meaning that there will be a dilution to its existing shareholders resulting
in
their percentage ownership in Standard being reduced
accordingly.
Standard
expects that the only way it will be able to acquire additional funds is through
the sale of its common stock. This will result in a dilution effect to its
shareholders whereby their percentage ownership interest in Standard is reduced.
The magnitude of this dilution effect will be determined by the number of shares
Standard will have to issue in the future to obtain the funds
required.
16.
Because Standard’s securities are subject to penny stock rules, its shareholders
may have difficulty reselling their shares.
Standard’s
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 Standard’s 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.
ITEM
3. CONTROLS
AND PROCEDURES
(a) Evaluation
of Disclosure Controls and Procedures
Standard’s
Chief Executive Officer and its Chief Financial Officer, after evaluating the
effectiveness of Standard’s controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c)) as of the end
of
the period of the filing of this quarterly report on Form 10-QSB (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Standard’s
disclosure and procedures were adequate and effective to ensure that material
information relating to it would be made known to it by others, particularly
during the period in which this quarterly report on Form 10-QSB was being
prepared.
(b) Changes
in Internal Controls
There
were no material changes in Standard’s internal controls or in other factors
that could materially affect Standard’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.
PART
11 - OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There
are
no legal proceedings to which Standard is a party or to which its mineral claim
is subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.
-15-
ITEM
2. CHANGES
IN SECURITIES AND USE OF PROCEEDS
None
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM
5. OTHER
INFORMATION
E.
Del
Thachuk, President, Chief Executive Officer and Director has resigned from
Standard Capital Corporation as an officer and director effective December
6,
2007 and Maryanne Thachuk , Secretary Treasurer of Standard Capital Corporation,
has resigned as an officer effective December 6, 2007. Mr. Thachuk has been
replaced as President, Chief Executive Officer and as a Director by Alexander
Borca Magallano of the Philippines. The Board of Directors has appointed Ruby
Belloy Perez as Secretary Treasurer of the Standard Capital Corporation. Mr.
Gordon Brooke will remain as Chief Financial Officer, Chief Accounting Officer
and as a Director.
Alexander
Magallano is a professional geologist who obtained his Bachelor of Science
degree from Ateneo University in Manila in the Philippines in 1983 and
subsequently attained a Masters in Geological Sciences in 1989. From 1990 to
1997 he was employed as a consulting geologist by Abacus Ventures in the
Philippines and from 1997 to 2000 by Estrada Mining LLC. From 2000 to the
present time he has been senior consulting geologist in charge of assigning
specific junior geologists to various mining sites to test for specific minerals
such as gold and copper for Rustan Resources Inc.
Rudy
Belly Perez is a professional geologist who graduated from the De La Salle
University in Manila and subsequently worked from 1990 to 1996 with Lepanto
Mining as a junior exploration geologist. From 1996 to 1999 was employed by
Araxa Mining as an exploration geologist in charge of exploration of new
properties and from 1999 to the present time has worked as a senior exploration
geologist in charge of over 30 other exploration geologists in the search of
mineral claims of merit.
ITEM
6. EXHIBITS
AND REPORTS ON FORM 8-K
(a) Exhibits
1. Certificate
of Incorporation, Articles of Incorporation and By-laws
1.1
|
Certificate
of Incorporation (incorporated by reference from Standard’s Registration
Statement on Form 10-SB filed on December 6,
1999)
|
1.2
|
Articles
of Incorporation (incorporated by reference from Standard’s Registration
Statement on Form 10-SB filed on December 6,
1999)
|
1.3
|
By-laws
(incorporated by reference from Standard’s Registration Statement on Form
10-SB filed on December 6, 1999)
|
99.1
|
Certification
of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
-16-
99.2
|
Certificate
Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
Officer
|
99.3
|
Certification
of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
99.4 Certificate
Pursuant to 18 U.S.C. Section 1350 signed by the Chief Financial
Officer
Form
8-K
- issued on December 6, 2007:
Departure
of Directors or Principal Officers and Election of Directors and Appointment
of
Principal Officers. Refer to Item 5 - Other Information note above.
-17-
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
STANDARD
CAPITAL CORPORATION
(Registrant)
ALEXANDER
B. MAGALLANO
Alexander
B. Magallano
Chief
Executive Officer
President
and Director
Dated:
January 3, 2008
GORDON
BROOKE
B.
Gordon
Brooke
Chief
Accounting Officer
Chief
Financial Officer
and
Director
Dated:
January 3, 2008
-18-