Form: 10KSB

Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

April 30, 2001

10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]

Published on April 30, 2001


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934 (FEE REQUIRED) For the fiscal year ended August 31, 2000

( ) TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transaction period from to
-------------- ----------------------

Commission File number 0-25707
------------------------------------------------

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

Delaware 91-1948355
- -------------------------------------------- --------------------------
State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization

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

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

Securities registered pursuant to section 12 (b) of the Act:

Title of each share Name of each exchange on which registered
None None
- -------------------- -----------------------------------------

Securities registered pursuant to Section 12 (g) of the Act:

None
- -------------------
(Title of Class)

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 a shorter
period that the Company was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

(1) Yes [X] No [ ] (2) Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $ -0-
---------------

State the aggregate market value of the voting stock held by nonaffiliates of
the Company. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.


As at August 31, 2000, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.


(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
LAST FIVE YEARS)

Not applicable

(APPLICABLE ONLY TO CORPORATE COMPANYS)

As of August 31, 2000, the Company has 1,295,000 shares of common stock issued
and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the part
of this Form 10-KSB (eg., Part I, Part II, etc.) into which the documents is
incorporated:

(1) Any annual report to security holders;

(2) Any proxy or other information statement;

(3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the
Securities act of 1933.

NONE



2




TABLE OF CONTENTS

================================================================================




PART 1
- ------
Page
----


ITEM 1. DESCRIPTION OF BUSINESS 4

ITEM 2. DESCRIPTION OF PROPERTY 5

ITEM 3. LEGAL PROCEEDINGS 6

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS 6

PART II
- -------

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS 6

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION 7

ITEM 7. FINANCIAL STATEMENTS 7

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 7

PART III
- --------

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE
EXCHANGE ACT 8

ITEM 10. EXECUTIVE COMPENSATION 10

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND
MANAGEMENT 10

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 11

PART IV
- -------

ITEM 13. EXHIBITS 12




3




PART 1

================================================================================

ITEM 1. DESCRIPTION OF BUSINESS

================================================================================

HISTORY AND ORGANIZATION

The Company was incorporated on September 24, 1998. The Company has no
subsidiaries and no affiliated companies. The executive offices of the Company
are located at 800 - 15355 24TH Avenue, Suite 287, White Rock, B.C., V4A 2H9
(Tel: 604-538-4898).

The Company is engaged in the exploration of mineral properties. (see
Part 1, "Exploration and Development of the Standard Claim"). The Company is
referred to as being in the "development" stage by its auditors. This term is
generally used in Financial Accounting Standards to describe a company seeking
to develop its ideas and products. The Company is not in the development stage
with regards to any mineral claim. No ore body has been discovered and no
substantial exploration has been done on its mineral claim. The Company is
purely an exploration company. There is no assurance that any ore body will ever
be found and that the Company will have sufficient funds to undertake the
exploration work required to identify an ore body.

Management anticipates that the Company's shares will be qualified on
the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the OTC Bulletin Board.

The Company owns the rights to one mineral claim known as the Standard
Claim. It has the executive rights to all minerals on the Standard Claim until
February 24, 2001. The property, itself, is owned by the Crown (the Province of
British Columbia). If the Company does not perform exploration work or pay
cash-in-lieu in the amount of $1200 (CDN $1800) on or before February 24, 2001
the rights to the mineral claim will expire and the ground can be staked by
someone else.

The Company has no revenue to date from the exploration of its mineral
property, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to explore the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future (see Part 1, Item 2 - "Plan of Operations"), but there can be no
assurance that the Company will be successful in obtaining additional capital
for exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.

PLANNED BUSINESS

In addition to exploring and, if warranted, developing its mineral
property, the Company plans to seek out additional mineral properties either by
way of purchase, staking or joint venturing.

Much of the discussion contained in this section is "forward looking"
in that actual results may materially differ from the Company's plans as
currently contemplated. Information concerning all the factors associated with
the Company is set forth in this Item 1 and in Item 2 below. FOR A COMPLETE
UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE FINANCIAL
STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS ENTIRETY.

All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.


4




EXPLORATION OF THE STANDARD MINERAL CLAIM

The property was staked February 24, 1999 after the rights of the
previous owners had expired. The claim covers 18 metric units (15.8 square
miles) located within the Bridge River Gold Camp near the historic
Bralorne-Pioneer Mine. The Bralorne-Pioneer Property represents the largest
single gold producer in B.C., having produced over 4 million ounces (130,000kg)
of gold from ore averaging 0.53 oz/ton during the period 1932-1971. Avino Mines
and Resources Ltd. and Bralorne-Pioneer Gold Mines Ltd. are considering
reactivating the mine that has near surface reserves (above 800 level) of
432,500 tonnes grading 10.63 g/tonne Au.

The Company engaged the services of Calvin Church, P. Geo, to prepare a
geological report on the Standard Claim. His report was dated May 27, 1999 and
is disclosed within this section.

Church's report covers the geology and mineralization in the Bridge
River mining camp and potential for discoveries on the Standard claim.

LOCATION, ACCESS AND PHYSIOGRAPHY OF THE STANDARD CLAIM

The Standard claim is located approximately 180 kilometres (113 miles)
north of Vancouver and four kilometres (2.5 miles) southeast of the town of Gold
Bridge in southwestern British Columbia. The geographical centre of the claim is
given by the U.T.M. coordinates 516600E, 5626700N (Lat. 50(degree)47'35"N, Long.
122(degree)45'53"W) on N.T.S. mapsheet 92J/15. The town of Gold Bridge can be
accessed by all weather gravel road (highway #40B) from Lillooet or via the
Hurley River forestry road from Pemberton. Access to the north end of the claim
is by four-wheel drive vehicle up Fergusson Creek to the headwaters above 5800
feet elevation. Helicopters are available from bases in the towns of Pemberton
or Lillooet.

The property is situated near the northwest end of the Bendor Range within the
Coast Mountains where steep west facing slopes of Mt. Fergusson range from 5000
to 8500 feet. Sub-alpine scrub alder and hemlock trees grow at lower elevations
in the southwest corner of the claim and rock exposure is good along peaks and
ridges in the east half of the claim. The winters are cold with generally high
snowfall accumulations and summers are hot and dry.

CLAIM STATUS

The Standard mineral claim was staked by Edward Skoda and is registered in the
Lillooet Mining Division of British Columbia. The claim was then sold to
Standard Capital Corporation, of Surrey, B.C., who own the claim outright.
Mineral tenure is secure for one year from the date of staking as described
below.

Claim Name Tenure No. Units Expiry Date
- -------------------------------------------------------------------------
Standard 367933 18 February 24, 2001


================================================================================

ITEM 2. DESCRIPTION OF PROPERTIES

================================================================================


The Standard mineral claim consists of one 18 unit metric (15.8 square
miles) claim situated within the Bridge River gold camp near the town of Gold
Bridge, 160 kilometres (99 miles) north of Vancouver, British Columbia. The
property is 100% owned by Standard Capital.

5


The Bridge River camp is host to 73 documented mineral localities two
of which contained substantial tonnage of gold and silver ore. The Bralorne and
Pioneer former mines produced 4.15 million ounces of gold and 0.95 million
ounces of silver, from 7.9 million tons of ore grading 0.53 oz/ton gold and 0.12
oz/ton silver, between 1899 and 1971 (principle production was from 1932-1971).
Total gold production from the former producing mines in the Bridge River camp
remain foremost in British Columbia's history (see Part 1- "Exploration of the
Standard Claim).

Regional patterns of metal zonation across the eastern flank of the
Coast Plutonic Complex divide the camp into gold rich and silver rich deposits
related to the proximity with the central plutons (bodies of medium to
course-grained igneous rock that formed beneath the surface due to the
solidification of magma). `Congress type' mineralization, represented by low
gold-silver ratios and antimony rich ores, developed distal to coast granitic
intrusives in shear zones and Tertiary porphyry dykes. Mineralization at the
Bralorne and Pioneer mines consist of gold and arsenopyrite (8[FeAsS]) bearing
quartz veins filling en echelon tension fractures in the Bralorne diorite (a
group of course-grained igneous rocks intermediate in composition between acidic
and basic) and Pioneer greenstones. The Standard property is located in a
transition zone between gold-arsenic rich and silver-antimony rich zones.
Although economic mineralization has not yet been identified on the property,
rock samples from the Waterloo showing show multielement anomalies and
significant gold values to warrant further investigation.

An exploration program including reconnaissance mapping, prospecting
and geochemical sampling is recommended to determine the extent of the
mineralizing system on the Standard property. Further programs of trenching and
drilling are recommended contingent on favorable results of each preceding
exploration phase.

================================================================================

ITEM 3. LEGAL PROCEEDINGS

================================================================================

There are no legal proceedings to which the Company is a party or to which its
property is subject, nor to the best of management's knowledge are any material
legal proceedings contemplated.

================================================================================

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

================================================================================

No matters were submitted to a vote of shareholders of the Company during the
fiscal year ended August 31, 2000.


PART II
================================================================================

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

================================================================================

During the past year there has been no established trading market for the
Company's common stock. Since its inception, the Company has not paid any
dividends on its common stock, and the Company does not anticipate that it will
pay dividends in the foreseeable future. As at August 31, 2000 the Company had
35 shareholders; one of these shareholders is an officer and director of the
Company.

6



================================================================================

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

================================================================================

OVERVIEW

Liquidity and Capital Resources
- -------------------------------

As at August 31, 2000, the Company had $175 of assets, and $14,093 of
liabilities, including cash or cash equivalents amounting to $175. The
liabilities of $14,093 are amounts accrued for legal, audit and accounting, and
amounts due to director of $10,655.

The Company has no contractual obligations for either lease premises, employment
agreements or work commitments on the Standard claim and has made no commitments
to acquire any asset of any nature.

Results of Operations
- ---------------------

Since inception the Company has purchased the Standard claim and performed
exploration work on the claim as more fully described above.

================================================================================

ITEM 7. FINANCIAL STATEMENTS

================================================================================

The financial statements of the Company are included following the signature
page to this Form 10-KSB.

================================================================================

ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

================================================================================

From inception to date, the Company's principal accountant is Andersen Andersen
& Strong, L.C. of Salt Lake City, Utah. The firm's report for the period from
inception to August 31, 2000 did not contain any adverse opinion or disclaimer,
nor were there any disagreements between management and the Company's
accountants.




7


PART 111

================================================================================

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (A) OF THE
EXCHANGE ACT

================================================================================

The following table sets forth as of August 31, 2000, the name, age, and
position of each executive officers and directors and the term of office of each
director of the Company.


Term as
Director
Name Age Position Held Since
---- --- ------------- -----

Del Thachuk President and Director 1998

Mary Anne Thachuk Secretary Treasurer and 1998
Director


Each director of the Company serves for a term of one year and until his
successor is elected at the Company's annual shareholders' meeting and is
qualified, subject to removal by the Company's shareholders. Each officer
serves, at the pleasure of the board of directors, for a term of one year and
until his successor is elected at the annual general meeting of the board of
directors and is qualified.

Set forth below is certain biographical information regarding each of the
Company's executive officers and directors.



To the knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of the Company:

(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or
any partnership in which he was a general partner at or within two
years before the time of such filings;

(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);

(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting,
the following activities:

(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor
broker, leverage

8



transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker
or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or
continuing any conduct or practice in connection with such
activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activities in connection with the purchase or
sale of any security or commodity or in connection with any
violation of federal or state securities laws or federal
commodities laws;

(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the
right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activities;

(5) was found by a court of competent jurisdiction in a civil action or by
the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding
by the Securities and Exchange Commission has not been subsequently
reversed, suspended, or vacated.


(6) was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by
the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated.


COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT

The Company knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of the Company registered pursuant to
Section 12 ("Reporting Person") that failed to file any reports required to be
furnished pursuant to Section 16(a). Other than those disclosed below, the
Company knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.

The following table sets forth as at August 31, 2000, the name and position of
each Reporting Person that failed to file on a timely basis any reports required
pursuant to Section 16 (a) during the most recent fiscal year.

Name Position Report to be Filed
- ---- -------- ------------------

Del Thachuk President and Director Form 3

Mary Anne Thachuk Secretary Treasurer and Form 3
Director


9


================================================================================

ITEM 10. EXECUTIVE COMPENSATION

================================================================================

CASH COMPENSATION

There was no cash compensation paid to any director or executive officer of the
Company during the fiscal year ended August 31, 2000.

BONUSES AND DEFERRED COMPENSATION

None

COMPENSATION PURSUANT TO PLANS

None

PENSION TABLE

None

OTHER COMPENSATION

None

COMPENSATION OF DIRECTORS

None

TERMINATION OF EMPLOYMENT

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash
Consideration set out above which would in any way result in payments to any
such person because of his resignation, retirement, or other termination of such
person's employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

================================================================================

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

================================================================================

The following table sets forth as at August 31, 2000, the name and address and
the number of shares of the Company's common stock, with a par value of $0.001
per share, held of record or beneficially by each person who held of record, or
was known by the Company to own beneficially, more than 5% of the issued and
outstanding shares of the

10


Company's common stock, and the name and shareholdings of each director and of
all officers and directors as a group.


Name and Address Amount
of Beneficial Nature of of Beneficial Percent
Owner Ownership (1) Ownership of Class
------ ---------- ---------- --------

DEL THACHUK Direct 100,000 7.72%
Unit 34 - 387 King George
Highway
Surrey, British Columbia
Canada, V4P 1B7

(1) All shares owned directly are owned beneficially and of record, and
such shareholder has sole voting, investment and dispositive power,
unless otherwise noted.

================================================================================

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

================================================================================

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Except as indicated below, there were no material transactions, or series of
similar transactions, since inception of the Company and during its current
fiscal period, or any currently proposed transactions, or series of similar
transactions, to which the Company was or is to be a party, in which the amount
involved exceeds $60,000, and in which any director or executive officer, or any
security holder who is known by the Company to own of record or beneficially
more than 5% of any class of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, has an interest.

INDEBTEDNESS OF MANAGEMENT

There were no material transactions, or series of similar transactions, since
the beginning of the Company's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than 5% of the common shares of
the Company's capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.

TRANSACTIONS WITH PROMOTERS

The Company does not have promoters and has no transactions with any promoters.



11





PART IV
================================================================================

ITEM 13. EXHIBITS AND REPORTS

================================================================================

(a) (1) FINANCIAL STATEMENTS.

The following financial statements are included in this report:

Title of Document Page
- -----------------

Report of Andersen, Andersen & Strong, Certified Public Accountants 14

Balance Sheet as at August 31, 2000 and 1999 15

Statement of Operations for the year ended August 31, 2000 and 1999 and
for the period from September 24, 1998 (Date of
Inception) to August 31, 2000 16

Statement in Changes in Stockholders' Equity for the period from September
24, 1998 (Date of Inception) to August 31, 2000 17

Statement of Cash Flows for the year ended August 31, 2000 and 1999 and
for the period from September 24, 1998 (Date of
Inception) to August 31, 2000 18

Notes to the Financial Statements 19


(a) (2) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included as part of this report:

None.


(a) (3) EXHIBITS

The following exhibits are included as part of this report by reference:

None.




12


================================================================================

SIGNATURES

================================================================================

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Company and in its capacities and on the date indicated:


STANDARD CAPITAL CORPORATION


Date: April 28, 2001 By: /s/ "Del Thachuk"
-------------------------------------
Del Thachuk, President and Director


Date: April 28, 2001 By: /s/ "Mary Anne Thachuk"
-------------------------------------
Mary Anne Thachuk, Secretary Treasurer
and Director








13





ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com




Board of Directors
Standard Capital Corporation
Vancouver B. C. Canada

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Standard Capital Corporation
(an exploration stage company) at August 31, 2000, and the statement of
operations, stockholders' equity, and cash flows for the year ended August 31,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Standard Capital Corporation at
August 31, 2000, and the results of operations, and cash flows for the year
ended August 31, 2000, in conformity with generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
April 6, 2001


14



STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

AUGUST 31, 2000 AND 1999

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


2000 1999
---- ----

ASSETS

CURRENT ASSETS

BANK $ 175 $ 2,531
-------- --------

$ 175 $ 2,531
======== ========


LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES $ 3,438 $ 2,002
DUE TO A DIRECTOR 10,655 6,255
-------- --------
14,093 8,257
-------- --------

STOCKHOLDERS' LIABILITIES

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 10,155 5,955

DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (25,368) (12,976)
-------- --------

TOTAL STOCKHOLDERS' DEFICIENCY (13,918) (5,726)
-------- --------

$ 175 $ 2,531
======== ========






THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS


15



STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED AUGUST 31, 2000 AND 1999
AND FOR THE PERIOD FROM SEPTEMBER 24, 1998 (DATE OF INCEPTION) TO
AUGUST 31, 2000




FOR THE YEAR FOR THE YEAR FROM
ENDED ENDED INCEPTION TO
AUGUST 31, AUGUST 31, AUGUST 31,
2000 1999 2000
---- ---- ----


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

GENERAL AND ADMINISTRATIVE EXPENSES
Accounting and audit 4,350 3,950 8,300
Bank charges and interest 107 91 198
Filing fees - Edgar system 1,615 -- 1,615
Geological report 500 1,280 1,780
Incorporation costs written off -- 255 255
Office expenses 149 408 557
Management fees 2,400 2,400 4,800
Miscellaneous 225 175 400
Rent 1,200 1,200 2,400
Staking and recording costs -- 367 367
Telephone 600 600 1,200
Transfer agent's fees 1,246 2,250 3,496
Travel -- -- --
---------- ---------- ----------

NET LOSS $ 12,392 $ 12,976 $ 25,368
========== ========== ==========




NET LOSS PER COMMON SHARE

Basic $ -- $ --

AVERAGE OUTSTANDING SHARES
========== ==========

Basic 1,295,000 836,100
========== ==========







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


16



STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM SEPTEMBER 24, 1998
(DATE OF INCEPTION) TO AUGUST 31, 2000





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
$0.001 - February 19, 1999 100,000 100 -- --

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

Capital contributions - expenses -- -- 8,400

Net operating loss for the period from
September 24, 1998 to August 31, 2000 -- -- -- (25,368)
--------- --------- --------- ---------

BALANCE, AUGUST 31, 2000 1,295,000 $ 1,295 $ 10,155 $ (25,368)
========= ========= ========= =========






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


17



STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED AUGUST 31, 2000 AND 1999 AND
FOR THE PERIOD FROM SEPTEMBER 24, 1998
(DATE OF INCEPTION) TO AUGUST 31, 2000


================================================================================



FOR THE YEAR FOR THE YEAR FROM
ENDED ENDED INCEPTION TO
AUGUST 31, AUGUST 31, AUGUST 31,
2000 1999 2000
---- ---- ----

CASH FLOWS FROM
OPERATING ACTIVITIES:

Net loss $(12,392) $(12,976) $(25,368)

Adjustments to reconcile net loss
to net cash provided by
operating activities:

Increase in accounts payable and
accrued liabilities 1,436 2,002 3,438
Increase in due to a director 4,400 6,255 10,655
Capital contributions - expenses 4,200 4,200 8,400
-------- -------- --------

Net Cash form Operations (2,356) (519) (2,875)
-------- -------- --------


CASH FLOWS FROM
FINANCING ACTIVITIES:

Proceeds from issuance of
common stock -- 3,050 3,050
-------- -------- --------

Net Increase in Cash (2,356) 2,531 175


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

CASH AT END OF PERIOD $ 175 $ 2,531 $ 175
======== ======== ========








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

18




STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2000



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
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 August 31, 2000 the Company had a net operating loss carry forward
of $25,368. 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.

Comprehensive Income
--------------------

The Company adopted Statement of Financial Standards No. 130. The
adoption of the standard had no impact on the total stockholder's
equity.



19



STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2000


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Recent Accounting Prouncements
------------------------------

The Company does not expect that the adoption of other recent
accounting pronouncements will have a material impact on its financial
statements.

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
properties 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.


20



STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

August 31, 2000


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.






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