10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on December 30, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(X
)
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF
1934
|
For
the quarterly period
ended November
30, 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:
December
31,
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 November 30, 2008 and August 31, 2008
|
4
|
|
Statement
of Operations
For
the three months ended November 30, 2008 and 2007 and for the period
September 24, 1998 (Date of Inception) to November 30,
2008
|
5
|
|
Statement
of Cash Flows
For
the three months ended November 30, 2008 and 2007 and for the period
September 24, 1998 (Date of Inception) to November 30,
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
|
14
|
ITEM 1.
|
Legal
Proceedings
|
14
|
ITEM 2.
|
Changes
in Securities and Use of Proceeds
|
14
|
ITEM 3.
|
Defaults
Upon Senior Securities
|
14
|
ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
14
|
ITEM 5.
|
Other
Information
|
14
|
ITEM 6.
|
Exhibits
and Reports on Form 8-K
|
15
|
SIGNATURES.
|
16
|
|
-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, 2008 (with comparative figures as at August 31,
2008) and the statement of operations for the three months ended November 30,
2008 and 2007 and the statement of cash flows for the three months ended
November 30, 2008 and 2007 and for the period from September 24, 1998 (date of
incorporation) to November 30, 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 November 30, 2008, are not necessarily indicative
of the results that can be expected for the year ending August 31,
2009.
-3-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
BALANCE
SHEETS
(Unaudited
– Prepared by Management)
November
30, 2008
|
August
31, 2008
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$ 799
|
$ 3,318
|
Total
Current Assets
|
$ 799
|
$ 3,318
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||
CURRENT
LIABILITIES
|
||
Accounts
payable
|
$ 89,309
|
$ 89,760
|
Accounts
payable – related parties
|
9,549
|
9,482
|
98,858
|
99,242
|
|
STOCKHOLDERS’
DEFICIENCY
|
||
Common
Stock
|
||
200,000,000
shares authorized, at $0.001 par value
2,285,000
shares issued and outstanding
|
2,285
|
2,285
|
Capital
in excess of par value
|
93,315
|
92,265
|
Deficit
accumulated during the pre-exploration stage
|
(193,659)
|
(190,474)
|
Total
Stockholders’ Deficiency
|
(98,059)
|
(95,924)
|
$ 799
|
$ 3,318
|
|
The
accompanying notes are an integral part of these unaudited financial
statements
-4-
STANDARD
CAPITAL CORPORATION
(Pre-exploration
Stage Company)
STATEMENT
OF OPERATIONS
For
the Three Months Ended November 30, 2008 and 2007 and the Period
September
24, 1998 (Date of Inception) to November 30, 2008
(Unaudited
– Prepared by Management)
Three
months
ended
November
30, 2008
|
Three
months
ended
November
30, 2007
|
Date
of Inception
to
November
30, 2008
|
|
SALES
|
$
-
|
$ -
|
$
-
|
GENERAL
AND ADMINISTRATIVE EXPENSES:
|
|||
Accounting
and audit
|
1,750
|
1,750
|
64,880
|
Annual
general meeting
|
-
|
-
|
2,230
|
Bank
charges and interest
|
19
|
19
|
2,041
|
Consulting
fees
|
-
|
-
|
17,500
|
Edgar
filing fees
|
250
|
250
|
10,079
|
Filing
fees
|
-
|
-
|
1,687
|
Geological
report
|
-
|
-
|
2,780
|
Incorporation
costs
|
-
|
-
|
255
|
Legal
fees
|
-
|
-
|
6,987
|
Management
fees
|
600
|
600
|
24,600
|
Miscellaneous
|
-
|
-
|
1,600
|
Office
expenses
|
66
|
36
|
6,530
|
Rent
|
300
|
300
|
12,300
|
Staking
and explorationcosts
|
-
|
-
|
17,617
|
Telephone
|
150
|
150
|
6,150
|
Transfer
agent’s fees
|
50
|
10
|
11,400
|
Travel
and entertainment
|
-
|
-
|
5,023
|
NET
LOSS
|
$
(3,185)
|
$ (3,115)
|
$ (193,659)
|
NET
LOSS PER COMMON
SHARE
|
|||
Basic
|
$ (0.00)
|
$ (0.00)
|
|
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
(Pre-Exploration
Stage Company)
STATEMENT
OF CASH FLOWS
For
the three months ended November 30, 2008 and 2007 and the Period
September
24, 1998 (Date of Inception) to November 30, 2008
(Unaudited
– Prepared by Management)
Nov.
30, 2008
|
Nov.
30, 2007
|
Sept
24, 1998
to Nov. 30, 2008
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
|||
Net
loss
|
$ (3,185)
|
$ (3,115)
|
$ (193,659)
|
Adjustments
to reconcile net loss to
net cash provided by
operating
activities:
|
|||
Change
in accounts payable
|
(451)
|
(500)
|
89,309
|
Capital
contributions - expenses
|
1,050
|
1,050
|
43,050
|
Net
Change in Cash from Operations
|
(2,586)
|
(2,565)
|
(61,300)
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
|||
Advances from related
parties
|
67
|
35
|
9,549
|
Proceeds from issuance
of common
stock
|
-
|
-
|
52,550
|
Cash
flows from financing activities
|
67
|
35
|
62,099
|
Net
(Decrease) Increase in Cash
|
(2,519)
|
(2,530)
|
799
|
Cash
at Beginning of Period
|
3,318
|
4,338
|
-
|
CASH AT END OF
PERIOD
|
$ 799
|
$ 1,808
|
$ 799
|
SCHEDULE
OF NONCASH OPERATING
ACTIVITIES
|
|||
Capital
contributions - expenses
|
$ 4,305
|
$
4,305
|
$ 43,050
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-6-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
November
30, 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
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 was organized for the purpose of acquiring and developing mineral
properties. At the report date the Company has no mineral claim since
it allowed the Standard claim to lapse in February 2008 and has not identified
another claim to replace it. Nevertheless, the Company continues to
be in the pre-exploration stage due its intent to acquire another mineral claim
in the immediate future.
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, 2008, the Company had a net operating loss carry forward of
$193,659 The tax benefit of approximately $58,000 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 2015
through 2029.
-7-
STANDARD CAPITAL
CORPORATION
(Pre-Exploration
Stage Company)
NOTES TO FINANCIAL STATEMENTS
November
30, 2008
(Unaudited
– Prepared by Management)
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.
|
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.
-8-
STANDARD
CAPITAL CORPORATION
(Pre-Exploration
Stage Company)
NOTES TO FINANCIAL STATEMENTS
November
30, 2008
(Unaudited
– Prepared by Management)
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Financial
Instruments
The carrying amounts of financial
instruments, including cash and accounts payable, areconsidered by management to
be their estimated fair value due to their short termmaturities.
Recent Accounting
Pronouncements
The Company does not expect that the
adoption of other recent accountingpronouncements will have a material impact on
its financial statements.
3. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES
On
November 30, 2008, officers-directors and their families had acquired 12% of the
common capital stock issued, and have made no interest, demand loans of $9,549
and have made contributions to capital of $43,050 to the Company in the form of
expenses paid for the Company.
4.
|
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.
|
5.
|
CAPITAL
STOCK
|
|
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 issued
for at a price of $0.05 per share for
$49,500.
|
6.
|
GOING
CONCERN
|
|
The
Company will need additional working capital to service its debt and for
its intended purpose of acquiring another mineral claim, which raises
substantial doubt about its ability to continue as a going
concern. Continuation of the Company as a going concern
is dependent upon obtaining additional working capital and the management
of the Company has developed a strategy, which it believes will accomplish
this objective through additional equity funding, and long term financing,
which will enable the Company to operate for the coming
year.
|
-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
$193,659. 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.
Standard
has not yet identified a 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 $23,700 will be required over the next twelve months
to pay for such expenses as bookkeeping ($5,250), auditing ($4,000), Edgar fees
($1,100), 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
($750), annual general meeting mail costs, holding of meeting, etc. ($1,100) 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 $89,309 as at
November 30, 2008. Thee 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 $113,009. 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 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 2008 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 November 30, 2008 is
$193,659. 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.
-12-
ITEM
3. CONTROLS
AND PROCEDURES
(a) Evaluation of Disclosure
Controls and Procedures
The
Company has considered certain internal control procedures as required by the
Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the
following:
Internal
controls are mechanisms to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer and Chief Financial
Officer. Good controls encourage efficiency, compliance with laws and
regulations, sound information, and seek to eliminate fraud and
abuse.
These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.
Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."
Internal
controls are mechanisms that are there to help the Company manage risks to
success.
Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).
In other
words, control activities are the policies and procedures that help ensure the
Company’s management directives are carried out. They help ensure that necessary
actions are taken to address risks to achievement of the Company’s objectives.
Control activities occur throughout the Company, at all levels and in all
functions. They include a range of activities as diverse as approvals,
authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.
As of
November 30, 2008, the management of the Company assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments. Management concluded, during the three months ended
November 30, 2008, internal controls and procedures were not effective to detect
the inappropriate application of US GAAP rules. Refer to
comments below. Management realized there are deficiencies in the
design or operation of the Company’s internal control that adversely affected
the Company’s internal controls which management considers to be material
weaknesses.
In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:
● The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.
● The
Company has limited segregation of duties which is not consistent with good
internal control procedures.
● The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future. This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.
● There
is no effective controls instituted over financial disclosure and the reporting
processes.
-13-
Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the
Company. Management will have to address the lack of
independent members on the Audit Committee and identify an “expert” for the
Committee to advise other members as to correct accounting and reporting
procedures.
The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so. By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee. With the addition of other Board Members and
staff the segregation of duties issue will be address and will no longer be a
concern to management. By having a written policy manual outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.
Management
will continue to monitor and evaluate the effectiveness of the Company’s
internal controls and procedures and its internal controls over financial
reporting on an ongoing basis and are committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.
Item
8(b) Changes in Internal
Controls
There
were no material changes in the Company’s internal controls or in other factors
that could materially affect the Company’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
None
-14-
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.
-15-
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:
December 29, 2008
GORDON
BROOKE
B. Gordon
Brooke
Chief
Accounting Officer
Chief
Financial Officer
and
Director
Dated:
December 29, 2008
-16-