10-Q: Quarterly report pursuant to Section 13 or 15(d)
Published on March 30, 2010
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 February
28, 2010
|
(
)
|
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 registrant 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)
|
Registrant’s
telephone number, including area code 011-632 724-5517
|
Not Applicable
|
(Former
name, former address and formal fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 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
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.
Large
accelerated
filer [ ] Accelerated
filer [ ]
Non-accelerated
filer [ ] (Do not check
if a small reporting
company) Small
reporting company [X]
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PROCEDING FIVE YEARS
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of
securities subsequent to the distribution of securities under a plan confirmed
by a court. Yes □ No □
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
March 15,
2010: 2,285,000 common shares
-1-
Page
Number
|
||
PART
1.
|
FINANCIAL
INFORMATION
|
|
ITEM 1.
|
Financial
Statements (unaudited)
|
3
|
Balance
Sheets as at February 28, 2010 and August 31, 2009
|
4
|
|
Statement
of Operations
For
the three and six months ended February 28, 2010 and 2009 and for the
period September 24, 1998 (Date of Inception) to February 28,
2010
|
5
|
|
Statement
of Cash Flows
For
the six months ended February 28, 2010 and 2009 and for the period
September 24, 1998 (Date of Inception) to February 28,
2010
|
6
|
|
Notes
to the Financial Statements.
|
7
|
|
ITEM 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
ITEM 3.
|
Quantitative
and Qualitative Disclosure about Market Risk
|
11
|
ITEM 4.
|
Controls
and Procedures
|
11
|
ITEM 4T.
|
Controls
and Procedures
|
13
|
PART
11.
|
OTHER
INFORMATION
|
13
|
ITEM 1.
|
Legal
Proceedings
|
13
|
ITEM 1A.
|
Risk
Factors
|
13
|
ITEM 2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
15
|
ITEM 3.
|
Defaults
Upon Senior Securities
|
15
|
ITEM 4.
|
Submission
of Matters to a Vote of Security Holders
|
15
|
ITEM 5.
|
Other
Information
|
15
|
ITEM 6.
|
Exhibits
|
15
|
SIGNATURES.
|
16
|
|
-2-
PART
1 – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheets of Standard Capital Corporation (development stage
company) at February 28, 2010 (with comparative figures as at August 31, 2009)
and the statement of operations for the three and six months ended February 28,
2010 and 2009 and from September 24, 1998 (date of incorporation) to February
28, 2010 and the statement of cash flows for the six months ended February 28,
2010 and 2009 and for the period from September 24, 1998 (date of incorporation)
to February 28, 2010 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 three and six months ended February 28, 2010, are not
necessarily indicative of the results that can be expected for the year ending
August 31, 2010.
-3-
STANDARD
CAPITAL CORPORATION
(Development
Stage Company)
BALANCE
SHEETS
(Unaudited
– Prepared by Management)
Feb
28, 2010
|
August
31, 2009
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$ 725
|
$ 3,441
|
Total
Current Assets
|
$ 725
|
$ 3,441
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||
CURRENT
LIABILITIES
|
||
Accounts
payable
|
$ 96,723
|
$ 95,626
|
Accounts
payable – related parties
|
15,948
|
15,355
|
Total
Current Liabilities
|
112,671
|
110,981
|
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
|
98,565
|
96,465
|
Deficit
accumulated during the Development stage
|
(212,796)
|
(206,290)
|
Total
Stockholders’ Deficiency
|
(111,946)
|
(107,540)
|
|
$ 725
|
$ 3,441
|
The
accompanying notes are an integral part of these unaudited financial
statements
-4-
STANDARD
CAPITAL CORPORATION
(Development
Stage Company)
STATEMENT
OF OPERATIONS
For
the Three and Six Months Ended February 28, 2010 and 2009 and the
Period
September
24, 1998 (Date of Inception) to February 28, 2010
(Unaudited
– Prepared by Management)
Three
months
ended
Feb.
28, 2010
|
Three
months
ended
Feb.
28, 2009
|
Six
Months
Ended
Feb.28,
2010
|
Six
Months
Ended
Feb.
28, 2009
|
Date
of Inception
to
Feb.
28, 2010
|
|
SALES
|
$ -
|
$
-
|
$ -
|
$ -
|
$
-
|
GENERAL
AND ADMINISTRATIVE
EXPENSES:
|
|||||
Accounting
and audit
|
1,750
|
1,750
|
3,500
|
3,500
|
76,130
|
Annual
general meeting
|
-
|
-
|
-
|
-
|
2,250
|
Bank
charges and interest
|
21
|
22
|
66
|
41
|
2,149
|
Consulting
fees
|
-
|
-
|
-
|
-
|
17,500
|
Edgar
filing fees
|
250
|
250
|
500
|
500
|
11,529
|
Filing
fees
|
-
|
-
|
-
|
-
|
1,895
|
Geological
report
|
-
|
-
|
-
|
-
|
2,780
|
Incorporation
costs
|
-
|
-
|
-
|
-
|
255
|
Legal
fees
|
-
|
-
|
-
|
-
|
6,987
|
Management
fees
|
600
|
600
|
1,200
|
1,200
|
27,600
|
Miscellaneous
|
-
|
-
|
-
|
-
|
1,600
|
Office
expenses
|
39
|
34
|
190
|
100
|
6,931
|
Rent
|
300
|
300
|
600
|
600
|
13,800
|
Staking
and explorationcosts
|
-
|
-
|
-
|
-
|
17,617
|
Telephone
|
150
|
150
|
300
|
300
|
6,900
|
Transfer
agent’s fees
|
100
|
200
|
150
|
250
|
11,850
|
Travel
and entertainment
|
-
|
-
|
-
|
-
|
5,023
|
NET
LOSS
|
$
(3,210)
|
$
( 3,306)
|
$
(6,506)
|
$ (6,491)
|
$ (212,796)
|
NET
LOSS PER COMMON SHARE
|
|||||
Basic
|
$ (0.00)
|
$ (0.00)
|
$
(0.00)
|
$ (0.00)
|
|
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
(Development
Stage Company)
STATEMENT
OF CASH FLOWS
For
the six months ended February 28, 2010 and 2009 and the Period
September
24, 1998 (Date of Inception) to February 28, 2010
(Unaudited
– Prepared by Management)
For
the six months
ended
Feb. 28, 2010
|
For
the Six months
ended
Feb. 28, 2009
|
Sept
24, 1998 to Feb. 28, 2010
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||
|
|||
Net
loss
|
$ (6,506)
|
$ (6,491)
|
$ (212,796)
|
Adjustments
to reconcile net loss to net cashprovided by operating
activities:
|
|||
Change
in accounts payable
|
1,097
|
53
|
96,723
|
Capital
contributions – expenses
|
2,100
|
2,100
|
48,300
|
Net
Change in Cash from Operations
|
(3,309)
|
(4,338)
|
(67,773)
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
|||
|
|||
Advances from related
parties
|
593
|
2,101
|
15,948
|
Proceeds from issuance
of common
stock
|
-
|
-
|
52,550
|
Cash
flows from financing activities
|
593
|
2,101
|
68,498
|
Net
(Decrease) Increase in Cash
|
(2,716)
|
(2,237)
|
725
|
Cash
at Beginning of Period
|
3,441
|
3,318
|
-
|
CASH AT END OF
PERIOD
|
$ 725
|
$ 1,081
|
$ 725
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-6-
STANDARD
CAPITAL CORPORATION
(Development
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
February
28, 2010
(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 development stage due to 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
February 28, 2010, the Company had a net operating loss carry forward of
$212,796. The tax benefit of approximately $63,800 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 2022
through 2030.
-7-
STANDARD CAPITAL
CORPORATION
(Development
Stage Company)
NOTES TO FINANCIAL STATEMENTS
February
28, 2010
(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.
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.
-8-
STANDARD
CAPITAL CORPORATION
(Development
Stage Company)
NOTES TO FINANCIAL STATEMENTS
February
28, 2010
(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. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES
On
November 30, 2009, officers-directors and their families had acquired 12% of the
common capital stock issued, and have made no interest, demand loans of $15,948
and have made contributions to capital of $48,300 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.
|
7. SUBSEQUENT
EVENTS
The Company has
evaluated subsequent events from the balance sheet through March 30, 2010
and has found no material subsequent events to report.
-9-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS 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
$212,796. 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 $24,900 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), edgarizing costs ($1,200),
identifying a new mineral claim and obtaining 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 $96,723 as at February 28, 2010. 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
$121,623. 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.
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.
-10-
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
|
Market
Information
There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.
The
number of shares subject to Rule 144 is 1,090,000 Share
certificates representing these shares have the appropriate legend affixed on
them.
There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.
Our
shares are traded on the OTCBB. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K. Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.
In the
future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:
●
|
our
variations in our operations results, either quarterly or
annually;
|
●
|
trading
patterns and share prices in other exploration companies which our
shareholders consider similar to ours;
|
●
|
the
merits of a new mineral claim, and
|
●
|
other
events which we have no control
over.
|
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
Trends
We are in
the developments stage, have not generated any revenue and have no prospects of
generating any revenue in the foreseeable future. We are unaware of
any known trends, events or uncertainties that have had, or are
reasonably likely to have, a material impact on our business or income, either
in the long term or short term, as more fully described under ‘Risk
Factors’.
ITEM
4. 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:
-11-
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
February 28, 2010, 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
February 28, 2010, 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
are no effective controls instituted over financial disclosure and the reporting
processes.
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.
-12-
The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do
so. 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
addressed and will no longer be a concern to management. 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 is committed to taking further action and
implementing additional enhancements or improvements, as necessary and as funds
allow.
ITEM
4A. CONTROLS
AND PROCEDURES
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 nor to the best of
management’s knowledge are any material legal proceedings
contemplated.
ITEM
1A RISK
FACTORS
There are
certain risk factors regarding Standard’s operations 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 2009 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.
-13-
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 February 28, 2010 is
$212,796. 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.
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.
|
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.
-14-
|
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
2. UNREGISTERED
SALE OF EQUITY 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
ITEM
6. EXHIBITS
(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)
|
-15-
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly 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:
March 30, 2010
GORDON
BROOKE
B. Gordon
Brooke
Chief
Accounting Officer
Chief
Financial Officer
and
Director
Dated:
March 30, 2010
-16-