10QSB: Optional form for quarterly and transition reports of small business issuers
Published on June 20, 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 May
31, 2008
|
(
)
|
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
|
|
Not Applicable
|
(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
[ ] No[ X ]
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:
June 15,
2008: 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 May 31, 2008 and August 31, 2007
|
4
|
|
Statement
of Operations
For
the three and nine months ended May 31, 2008 and May 31, 2007 and for the
period September 24, 1998 (Date of Inception) to May 31,
2008
|
5
|
|
Statement
of Cash Flows
For
the nine months ended May 31, 2008 and May 31, 2007 and for the period
September 24, 1998 (Date of Inception) to May 31,
2008
|
6
|
|
Notes
to the Financial Statements.
|
7
|
|
ITEM 2.
|
Management’s
Discussion and Analysis or Plan of Operations
|
10
|
ITEM 3.
|
Controls
and Procedures
|
13
|
PART
11.
|
OTHER
INFORMATION
|
13
|
ITEM 1.
|
Legal
Proceedings
|
13
|
ITEM 2.
|
Changes
in Securities and Use of Proceeds
|
13
|
ITEM 3.
|
Defaults
Upon Senior Securities
|
13
|
ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
13
|
ITEM 5.
|
Other
Information
|
13
|
ITEM 6.
|
Exhibits
and Reports on Form 8-K
|
14
|
SIGNATURES.
|
15
|
|
-2-
PART
1 – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheet of Standard Capital Corporation (a pre-exploration
stage company) at May 31, 2008 (with comparative figures as at August 31, 2007)
and the statement of operations for the three and nine months ended May 31, 2008
and May 31, 2007 and the statement of cash flows for the nine months ended May
31, 2008 and May 31, 2007 and for the period from September 24, 1998 (date of
incorporation) to May 31, 2008 have been prepared by the Company’s management in
conformity with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature.
Operating
results for the quarter ended May 31, 2008, 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
May 31,
2008
(with
comparative figures at August 31, 2007)
(Unaudited
- - Prepared by Management)
May
31, 2008
|
August
31, 2007
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Bank
|
$ 1,838
|
$
4,338
|
$ 1,838
|
$
4,338
|
|
LIABILITIES
|
||
Accounts payable and accrued
liabilities
|
$ 84,488
|
32,211
|
Accounts payable – related
parties
|
7,407
|
50,448
|
91,895
|
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
|
91,215
|
88,065
|
Deficit accumulated during the
pre-exploration stage
|
(183,557)
|
(168,671)
|
Total Stockholders’ Equity
(Deficiency)
|
(90,057)
|
(78,321)
|
$ 1,838
|
$ 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 and nine months ended May 31, 2008 and May 31, 2007 and for the period
from September 24, 1998 (Date of Inception) to May 31, 2008
(Unaudited - Prepared
by Management)
Three
months
ended
May
31,
2008
|
Three
months
ended
May
31,
2007
|
Nine
months
ended
May
31,
2008
|
Nine
months
ended
May
31,
2007
|
Date
of Inception
to
May
31, 2008
|
|
SALES
|
$
-
|
$ -
|
$ -
|
$ -
|
$
-
|
GENERAL
AND ADMINISTRATIVE EXPENSES:
|
|||||
Accounting
and audit
|
1,750
|
1,250
|
5,250
|
3,745
|
58,880
|
Annual
general meeting
|
-
|
-
|
-
|
-
|
2,230
|
Bank
charges and interest
|
22
|
36
|
66
|
112
|
2,002
|
Consulting
fees
|
-
|
-
|
-
|
5,000
|
17,500
|
Edgar
filing fees
|
250
|
250
|
750
|
750
|
9,379
|
Filing
fees
|
326
|
215
|
326
|
215
|
1,687
|
Geological
report
|
-
|
-
|
-
|
-
|
2,780
|
Incorporation
costs
|
-
|
-
|
-
|
-
|
255
|
Legal
fees
|
2,000
|
-
|
4,000
|
-
|
6,987
|
Management
fees
|
600
|
600
|
1,800
|
1,800
|
23,400
|
Miscellaneous
|
-
|
-
|
-
|
-
|
1,600
|
Office
expenses
|
128
|
470
|
685
|
2,288
|
6,263
|
Rent
|
300
|
300
|
900
|
900
|
11,700
|
Staking
and explorationcosts
|
-
|
-
|
-
|
4,000
|
17,617
|
Telephone
|
150
|
150
|
450
|
450
|
5,850
|
Transfer
agent’s fees
|
-
|
1,200
|
659
|
1,257
|
10,404
|
Travel
and entertainment
|
-
|
-
|
-
|
-
|
5,023
|
NET
LOSS
|
$
( 5,526)
|
$(4,471)
|
$ (14,886)
|
$
(20,517)
|
$ (183,557)
|
NET
LOSS PER COMMON
SHARE
|
|||||
Basic
|
$ (0.00)
|
$ (0.01)
|
$ (0.01)
|
$ (0.01)
|
|
AVERAGE
OUTSTANDING
SHARES
|
|||||
Basic
|
2,285,000
|
2,285,000
|
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
nine months ended May 31, 2008 and May 31, 2007 and for the period from
September 24, 1998 (Date of Inception) to May 31, 2008
(Unaudited
- - Prepared by Management)
For
the Nine Months
Ended
May
31, 2008
|
For
the Nine Months
Ended
May
31, 2007
|
Date
of Inception to
May
31, 2008
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
|||
Net loss
|
$ (14,886)
|
$ (20,517)
|
$
(183,557)
|
Adjustments to reconcile net loss
to netcash provided by operating activities:
|
|||
Changes in assets and
liabilities:
|
|||
Accounts payable
|
52,277
|
2,135
|
84,488
|
Accounts payable – related
party
|
(43,041)
|
13,527
|
7,407
|
Capital contributions –
expenses
|
3,150
|
3,150
|
40,950
|
Net Cash Deficiency from
Operations
|
(2,500)
|
(1,705)
|
(50,712)
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
|||
Proceeds from issuance of
common
stock
|
-
|
-
|
52,550
|
-
|
-
|
52,550
|
|
Net decrease in
Cash
|
(2,500)
|
(1,705)
|
1,838
|
Cash at Beginning of
Period
|
4,338
|
2,257
|
-
|
CASH AT END OF
PERIOD
|
$ 1,838
|
$ 552
|
$ 1,838
|
The
accompanying notes are an integral part of these unaudited financial
statements
-6-
STANDARD
CAPITAL CORPORATION
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May 31,
2008
(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 May
31, 2008, the Company had a net operating loss carry forward of
$183,557. The tax benefit of approximately $55,100 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 2028.
|
|
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
May 31,
2008
(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
May 31,
2008
(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 were not renewed by the Company and
allowed to expire on the date noted above. The Company
has no further interest in the mineral rights on the Standard claim nor
any liability attached thereto.
|
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
On May
31, 2008, officers-directors and their family had acquired 12% of the common
capital stock issued, and have made no interest, demand loans of $7,407, and
have made contributions to capital of $40,950 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, 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
$183,557. To date, the growth of Standard has been funded by the sale
of shares and advances by its former director in order to meet the requirements
of filing with the SEC.
The plan
of operations during the next twelve months will be identify another mineral
property to replace the Standard claim which was allowed to lapse on February
23, 2008. 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 $24,500 will be required over the next twelve months
to pay for such expenses as bookkeeping ($5,750), 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), identifying a new mineral
claim and obtain geological report thereon ($10,000), office and miscellaneous
($1,000), annual general meeting mail costs, holding of meeting, etc. ($1,000)
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 $84,488
as at May 31, 2008. This amount has been increased with the resignation of Del
Thachuk as President and Officer of Standard. The amount
transferred from Accounts Payable – Related Parties to Accounts Payable and
Accrued Liabilities was $49,672 as at May 31, 2008. 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, including Del Thachuk, would
be $108,988. 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 lapsed without the Company undertaking any exploration work
during the past year due to management feeling there was not significant mineral
value in the claim. It expired on February 23,
2008. The Company no longer has any rights to the minerals on
the Standard claim nor any liability attached thereto.
The new
management of Standard is seeking another mineral claim of merit but at this
time has not identified any mineral claim.
-10-
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 in the
immediate future.
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.
|
With
the expiry of the Standard mineral claim, the Company has no assets to
build a future thereon.
|
On
February 23, 2008, the Company did not maintain the Standard claim in good
standing and therefore lost all rights to the minerals
thereon. This has resulted in the Company having no assets to
build its future on. Without any assets, the Company might not
be able to raise future funding and therefore will cease to exist as a
company.
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 May 31, 2008 is
$183,557. 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.
|
Based
upon current plans, Standard expects to incur operating losses in future
periods. This will happen because there are expenses associated with identifying
a new mineral property, obtaining a geological report and undertaking
preliminary explorations work on the new mineral 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.
-11-
4.
|
Because
Standard’s officers and directors do not have technical training or
experience 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 have no direct training or experience in
managing and fulfilling the regulatory reporting obligations of a ‘public
company’ like Standard. Unless its two officers and directors 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.
|
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.
|
6. 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.
|
7. 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.
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(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.
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 Rudy
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 he 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.
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ITEM
6. EXHIBITS
AND REPORTS ON FORM 8-K
(a) Exhibits
1. Certificate
of Incorporation, Articles of Incorporation and By-laws
1.1
|
Certificate
of Incorporation (incorporated by reference from Standard’s Registration
Statement on Form 10-SB filed on December 6,
1999)
|
1.2
|
Articles
of Incorporation (incorporated by reference from Standard’s Registration
Statement on Form 10-SB filed on December 6,
1999)
|
1.3
|
By-laws
(incorporated by reference from Standard’s Registration Statement on Form
10-SB filed on December 6, 1999)
|
99.1
|
Certification
of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
99.2
|
Certificate
Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
Officer
|
99.3
|
Certification
of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
99.4 Certificate
Pursuant to 18 U.S.C. Section 1350 signed by the Chief Financial
Officer
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.
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SIGNATURES
In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
STANDARD
CAPITAL CORPORATION
(Registrant)
ALEXANDER B.
MAGALLANO
Alexander
B. Magallano
Chief
Executive Officer
President
and Director
Dated:
June 18, 2008
GORDON
BROOKE
B. Gordon
Brooke
Chief
Accounting Officer
Chief
Financial Officer
and
Director
Dated:
June 18, 2008
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