Form: 10QSB

Optional form for quarterly and transition reports of small business issuers

August 7, 2000

10QSB: Optional form for quarterly and transition reports of small business issuers

Published on August 7, 2000





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, 2000
----------------------------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from to
----------------------- ----------------------

Commission File number 0000093314
--------------------------------------------------


STANDARD CAPITAL CORPORATION
-------------------------------------------------
(Exact name of registrant as specified in charter)


Delaware 91-1949078
- ------------------------------------------ ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

800 - 15355 24th Avenue, Suite 287
White Rock, British Columbia, Canada V4A 2H9
- ------------------------------------ ---------------
(Address of principal executive offices) (Zip Code)

1 - 604 - 538-4898
--------------------------------------------------
Registrant's telephone number, including area code

- -----------------------------------------------------------------------------
(Former name, address, and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] 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 last practicable date.

Class Outstanding as of May 31, 2000
----------------------------------- ------------------------------
Common Stock, $0.001 per share 1,295,000



ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite202
- -------------------------------- Salt Lake City, Utah 84106
Certified Public Accountants and Business Consultants
Telephone 801-486-0096
Fax 801-486-0098

REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Standard Capital Corporation

We have reviewed the condensed balance sheet of Standard Capital Corporation
(exploration stage company) as of May 31, 2000, February 29, 2000 and August 31,
1999 and the related condensed statements of operations and the condensed
statement of cash flows for the three and nine months ended May 31, 2000 and
1999 and the period September 24, 1998 (date of inception) to May 31, 2000.
These financial statements are the responsibility of the company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

Andersen Andersen and Strong

Salt Lake City, Utah
July 20, 2000


2

INDEX



Page
PART 1. Number
------


ITEM 1. Financial Statements (unaudited)................................. 3

Balance Sheet as at May 31, 2000 and August 31, 1999............. 4

Statement of Operations
For the three months ended May 31, 2000, for the
three months ended May 31, 1999, for the
nine months ended May 31, 2000, for the nine
months ended May 31, 1999 and for the period
from September 24, 1998 (Date of
Incorporation) to May 31, 2000........................... 5

Statement of Changes in Shareholders' Equity
For the period from September 24, 1998 (Date of
Incorporation) to May 31, 2000........................... 6

Statement of Cash Flows
For the nine months ended May 31, 2000,
for the nine months ended May 31, 1999
and for the period from September 24, 1998 (Date of
Incorporation) to May 31, 2000.............................. 7

Notes to the Financial Statements................................ 8

ITEM 2. Plan of Operations............................................... 11


PART 11 Signatures....................................................... 12





3


PART 1 - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------

ITEM 1. FINANCIAL STATEMENTS

- --------------------------------------------------------------------------------

The accompanying balance sheet of Standard Capital Corporation (an exploration
stage company) at May 31, 2000 (with comparative figures as at August 31, 1999)
and the statement of operations and statement of cash flow for the three months
ended May 31, 2000, for the three months ended May 31, 1999, for the nine months
ended May 31, 2000, for the nine months ended May 31, 1999 and for the period
from September 24, 1998 (date of incorporation) to May 31, 2000 and the
statement of stockholders' equity for the period from September 24, 1998 (date
of incorporation) to May 31, 2000 have been prepared by the Company's management
and they do not include all information and notes to the financial statements
necessary for a complete presentation of the financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. 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, 2000, are not necessarily
indicative of the results that can be expected for the year ending August 31,
2000.


4

STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

BALANCE SHEET

May 31, 2000
(with comparative figures at August 31, 1999)

(Unaudited - Prepared by Management)




2000 1999
---- ----

ASSETS

CURRENT ASSETS

Bank $ 1,572 $ 2,531
-------- ------

$ 1,572 $ 2,531
======== =======

LIABILITIES

Accounts payable and accrued liabilities $ 1,975 $ 2,002
Due to a director 9,305 6,255
-------- -------
11,280 8,257
-------- -------

STOCKHOLDERS' EQUITY

Common stock

25,000,000 shares authorized, at $0.001 par
value, 1,295,000 shares issued and outstanding 1,295 1,295

Capital in excess of par value 9,105 5,955

Deficit accumulated during the exploration stage (20,108) (12,978)
-------- --------

Total Stockholders' Equity (deficiency) (9,708) (5,728)
-------- --------
$ 1,572 $ 2,531
======== ========




The accompanying notes are an integral part of these
unaudited financial statements.


5


STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

STATEMENT OF OPERATIONS

For the three months ended May 31, 2000, for the three months ended
May 31, 1999, For the nine months ended May 31, 2000, for the nine months
ended May 31, 1999 and For the period from September 24, 1998
(Date of-Inception) to May 31, 2000

(Unaudited - Prepared by Management)




FOR THE FOR THE FOR THE FOR THE
THREE THREE NINE NINE
MONTHS MONTHS MONTHS MONTHS DATE OF
ENDED ENDED ENDED ENDED INCEPTION TO
MAY 31, MAY 31, MAY 31, MAY 31, MAY 31,
2000 2000 2000 2000 2000
---- ---- ---- ---- ----


SALES $ -- $ -- $ -- $ -- $ --
------- ---------- -------- --------- --------

GENERAL AND ADMINISTRATIVE EXPENSES:

Accounting and audit 1,125 1,700 2,025 1,700 5,975
Annual fee -- -- -- -- 125
Bank charges and interest 35 24 72 47 163
Edgar filing fees -- -- 1,122 -- 1,122
Franchise tax 100 -- 100 50 150
Geological report -- 1,280 500 1,280 1,780
Incorporation costs -- -- -- 255 255
Management fees 600 600 1,800 1,800 4,200
Office expenses 187 46 135 46 543
Rent 300 300 900 900 2,100
Staking costs -- -- -- 367 367
Telephone 150 150 450 450 1,050
Transfer agent's fees -- 1,200 28 1,200 2,278
------- --------- -------- --------- --------

NET LOSS $ ( 2,497) $ (5,300) $ (7,132) $ (8,095) $ (20,108)
======= ========= ======= ========= ========
NET LOSS PER COMMON
SHARE
Basic $ -- $ -- $ -- $ --
======= ========= ======= ========

AVERAGE OUTSTANDING SHARES

Basic 1,295,000 649,277 1,295,000 649,277
========= ========= ========= ========


The accompanying notes are an integral part
of these unaudited financial statements.



6

STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the period from September 24, 1998 (Date of Inception) to
May 31, 2000

(Unaudited - Prepared by Management)




CAPITAL IN
COMMON Stock EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------




BALANCE SEPTEMBER 24, 1998 (DATE OF INCEPTION) -- $ -- $ -- $ --

Issuance of common shares for cash at
$0.001 -- January 11, 1999 1,000,000 1,000 -- --

Issuance of common shares for cash at
$0.01 -- February 15, 1999 195,000 195 1,755 --

Issuance of common shares for cash at
$0.001 -- April 19, 1999 100,000 100 -- --


Capital contribution -- expenses -- -- 7,350


Net operating loss for the period from Date of
Inception to May 31, 2000 -- -- -- (20,108)
--------- ------ ------ --------
BALANCE MAY 31, 2000 1,295,000 $ 1,295 $ 9,105 $ (20,108)
========= ====== ====== =========




The accompanying notes are an integral part of these
unaudited financial statements.

7

STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

STATEMENT OF CASH FLOWS

For the nine months ended May 31, 2000,
for the nine months ended May 31, 1999 and
For the period from Date of Inception (September 24, 1998) to May 31, 2000

(Unaudited - Prepared by Management)




FOR THE NINE FOR THE NINE DATE OF
MONTHS MONTHS INCEPTION
ENDED ENDED TO
MAY 31, MAY 31, MAY 31,
2000 1999 2000
---- ---- ----

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $ (7,132) $ (8,095) $ (20,108)

Adjustments to reconcile net loss to

Increase in accounts payable 1,722 1,975
Increase in due to a director 3,050 6,255 9,305
------- ------ -----

Net Cash from Operations (4,109) (118) (8,828)
------- ------ -------

CASH FLOWS FROM

FINANCING ACTIVITIES

Capital contribution - expenses 3,150 3,150 7,350
Proceeds from issuance of
Common stock 3,150 6,200 10,400
----- ------ -------

Net Increase in Cash (959) 6,082 1,572


Cash at Beginning of Period 2,531 -- --
----- ------ -------

CASH AT END OF PERIOD $ 1,572 $ 6,082 $ 1,572
====== ====== =======



The accompanying notes are an integral part of these
unaudited financial statements.


8

STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2000

(Unaudited - Prepared by Management)


1. ORGANIZATION

The Company was incorporated under the laws of the State of Delaware on
September 25, 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
exploration stage (see note 3).

The Company has completed one Regulation D offering of 1,295,000 shares
of its capital stock for cash.

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

On May 31, 2000 the Company had a net operating loss carry forward of
$20,108. The tax benefit 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 in 2021.

Earnings (Loss) per Share

Earnings (Loss) per share amounts are computed based on the weighted
average number of shares actually outstanding.

9

STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2000

(Unaudited - Prepared by Management)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be
cash equivalents.

Capitalization of Mineral Claim Costs

Cost of acquisition, exploration, carrying and retained unproven
properities are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value. Expenditures
for mining equipment are capitalized and depreciated over their useful
life.

Environmental Requirements

At the date of the balance sheet environmental requirements related to
the mineral leases acquired (Note 3) are unknown and therefore any
estimate of any future cost cannot be made.

Financial Instruments

The carrying amounts of financial instruments, including cash, accounts
payable and accrued liabilities are considered by management to be
their standard fair values.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
These 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.

10

STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2000

(Unaudited - Prepared by Management)


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, 2001. The renewal cost of these claims
is $1,800. The costs of staking and filing have been expensed.

4. RELATED PARTY TRANSACTIONS

Related parties acquired 7.7 % of the common shares issued for cash.

5. GOING CONCERN

The Company will need additional working capital to be successful in
its efforts to develop the mineral lease acquired and therefore
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.

Management recognizes that, if it is unable to raise additional
capital, the Company cannot be successful in its efforts.

11

ITEM 2. PLAN OF OPERATIONS

In the fall of 1999 the Company extended its geochemical grid and took samples
for assaying. The assays indicated some gold content in certain areas but over
all the assays were not indicative of a strong gold occurrence. The Company will
concentrate its efforts during the 2000 field season in the areas when there was
an indication of gold. The Company has not tested its samples for other metals
but might do tjis prior to undertaking further exploration work on the claim.

Liquidity and Capital Resources

The Company will need additional funds to undertake any exploration program in
2000. The exact amount of dollars required for an exploration program is not
known as yet but will be determined within the next several months.

Results of Operations

There have been no operations during the current period.

12

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)




July 18, 2000 /s/ "Del Thachuk"
------------------------------------
Date Del Thachuk - President and Director

13