UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSBA
(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, 2002
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( ) 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 0-30402
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STANDARD CAPITAL CORPORATION
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(Exact name of Company as specified in charter)
Delaware 91-1949078
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State or other jurisdiction of incorporation (I.R.S. Employee I.D. No.)
or organization
2429 - 128th Street
Surrey, British Columbia, Canada V4A 3W2
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 1-604-538-4898
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Securities registered pursuant to section 12 (b) of the Act:
Title of each share Name of each exchange on which registered
None None
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Securities registered pursuant to Section 12 (g) of the Act:
None
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(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 Standard 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 Standard'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-
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State the aggregate market value of the voting stock held by nonaffiliates of
Standard. 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.
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As at August 31, 2002, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
(STANDARD INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE COMPANYS)
As of August 31, 2002, Standard has 1,295,000 shares of common stock issued and
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits incorporated by reference are referred under Part IV.
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TABLE OF CONTENTS
PART 1
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Page
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ITEM 1. Description of Business 4
ITEM 2. Description of Property 9
ITEM 3. Legal Proceedings 11
ITEM 4. Submission of Matters to Vote of Securities Holders 11
PART II
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ITEM 5. . Market for Common Equity and Related Stockholder Matters 13
ITEM 6. . Management's Discussion and Analysis or Plan of Operation 13
ITEM 7. Financial Statements 14
ITEM 8 Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure 14
ITEM 8A Controls and Procedures 16
PART III
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ITEM 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act. 16
ITEM 10 . Executive Compensation 19
ITEM 11 Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 20
ITEM 12 Certain Relationships and Related Transactions 21
PART IV
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ITEM 13.. Exhibits and Reports on Form 8-K 23
ITEM 14 Principal Accountant Fees and Services 24
SIGNATURES 26
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PART 1
ITEM 1. DESCRIPTION OF BUSINESS
HISTORY AND ORGANIZATION
Standard was incorporated on September 24, 1998 and has no subsidiaries and no
affiliated companies. It has not been in bankruptcy, receivership or similar
proceedings since its inception. Nor has it been involved in any material
reclassification, merger, consolidation or purchase or sale of any significant
assets not in the ordinary course of business. Standard's executive offices are
located at 34-3387 King George Highway, Surrey, B.C., V4P 1B7 (Tel:
604-538-4898).
Standard is engaged in the exploration of mineral claim known as the "Standard".
(see Part 1, "Exploration and Development of the Standard Claim"). Standard 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. Standard is not in the development stage
with regards to any mineral claim. No ore reserve has been discovered and no
substantial exploration has been done on its mineral claim. Standard is purely
an exploration company. There is no assurance that any ore reserve will ever be
found and that Standard will have sufficient funds to undertake the exploration
work required to identify an ore reserve.
Management anticipates that Standard's shares will be qualified on the system of
the National Association of Securities Dealers, Inc. ("NASD") known as the OTC
Bulletin Board (the "OTC BB"). At the present time Standard has made no
application to the OTC BB and there is distinct possibility its shares will
never be quoted on the OTC BB.
Standard owns the exclusive rights to all minerals on the Standard claim except
for coal which is under a separate license. There is virtually limited
possibilities that there is any coal on the Standard claim. The claims are in
good standing until February 24, 2003. The claim is owned by the Crown (the
Province of British Columbia). If Standard does not perform exploration work or
pay cash-in-lieu in the amount of $1,320 on or before February 24, 2003 the
rights to the mineral claim will expire and the ground can be staked by someone
else.
Standard has no revenue to date from the exploration of the Standard claim, 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 Standard claim to
a stage where a decision can be made by management as to whether an ore reserve
exists and can be successfully brought into production. Standard 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 Standard will be
successful in obtaining additional capital for exploration activities from the
sale of its capital stock or in otherwise raising substantial capital.
Standard is responsible for filing various forms with the United States
Securities and Exchange Commission (the "SEC") such as Form 10-KSB and Form
10-QSB but has been deficient in these filings due to a lack of money.
Standard will bring current all filings by the second week of July 2003.
Standard has not distributed any material to its shareholders but is planning to
hold an annual general meeting of shareholders during 2003.
The shareholders may read and copy any material filed by Standard with the SEC
at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC,
20549. The shareholders may obtain information on the operations of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information which Standard has filed electronically with the SEC by assessing
the website using the following address: http://www.sec.gov. Standard has no
website.
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PLANNED BUSINESS
The following discussion should be read in conjunction with the information
contained in the financial statements of 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 and to maintain the
Standard claim in good standing on an annual basis and prepare the filings of
reports to the SEC as required. As mentioned above, due to a lack of working
capital, Standard is deficient in its filing of reports to the SEC. Management
is currently attempting to rectify this situation.
RISK FACTORS
There are certain risk factors regarding Standard's operation which might effect
the outcome of its ability to operate in the future are listed below.
1. STANDARD'S AUDITORS INDICATED THERE MAY BE A GOING CONCERN PROBLEM AND
STANDARD MAY NOT BE ABLE TO ACHIEVE ITS OBJECTIVES.
The auditors have issued a going concern opinion in their opinion attached to
the audited financial statements for the year ended August 31, 2002. This means
there is substantial doubt on the part of the auditors where Standard can
continue its operations for the next twelve months based on its financial status
as at the year-end. If the two officers and directors are unwilling to continue
to advance Standard money, Standard will need to raise money necessary for the
exploration of the Standard claim, or else it might have to cease operations.
Without the ability to explore the Standard claim, Standard will not be able to
achieve its objectives set by management.
2. PENNY STOCK RULES MAY MAKE BUYING OR SELLING OF STANDARD'S SHARES
DIFFICULT.
Trading in Standard's shares will, when a quotation is obtained on the OTC
Bulletin Board, be subject to the "Penny Stock" rules. The SEC has adopted
regulations that generally define a penny stock to be any equity security that
has a market price of less than $5.00 per share, subject to certain exceptions.
These rules require that any broker-dealer who recommends Standard's shares to
persons other than prior investors and accredited investors, must prior to the
sale, make a special written suitability determination for the purchaser and
receive the purchaser's written agreement to execute the transaction. Unless an
exception is available, the regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure explaining the penny stock
market and the risks associated with trading in the penny stock market. In
addition, broker-dealers must disclose commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities they offer. The additional burdens imposed upon broker-dealers by
such requirements may discourage broker-dealers from effecting transactions in
Standard's shares, which could severely limit their market price and liquidity
of Standard's shares. Broker-dealers who sell penny stocks to certain types of
investors are required to comply with the SEC's regulations concerning the
transfer of penny stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling a penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
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- Provide certain written disclosures to the purchaser.
Any future investor must consider that Standard's share price might never be
considered anything more than "penny stock".
3. STANDARD LACKS AN OPERATING HISTORY AND HAS LOSSES WHICH ARE EXPECTED TO
CONTINUE INTO THE FUTURE. IF THE LOSES CONTINUE STANDARD WILL HAVE TO
SUSPEND OPERATIONS OR CEASE OPERATIONS.
Standard was incorporated on September 24, 1998 and has not realized any revenue
to date. It has no operating history upon which an evaluation of its future
success or failure can be made. The net loss since inception is $51,885.
Standard's ability to achieve profitability at the present time is doubtful
based on past experiences. It might never realize a positive cash flow from its
exploration activities on the Standard claim and therefore may continue to incur
negative cash flows for years into the future.
4. LACK OF EMPLOYEES DUE TO NO FUNDS TO HIRE NEW EMPLOYEES
Standard currently only has two employees, its President, Del Thachuk and
Secretary Treasurer, Mary Anne Thachuk. Neither of these two individuals work
full time for Standard since they have other job commitments. There is a
substantial risk Standard will not have the funds necessary to hire additional
employees that would be needed in Standard's exploration program.
5. LACK OF GEOLOGICAL EXPERIENCE BY THE OFFICERS AND DIRECTORS
Even though Del Thachuk was involved in placer mining for over 30 years and was
President of Red Fox Minerals Ltd until 10 year ago but he does not have a
geological background. Mary Anne Thachuk has no experience in the mineral
industry. Therefore, Standard will have to rely upon outside consultants to
give advise on the various methods of exploring the Standard claim.
6. CONFLICT OF INTEREST
Del Thachuk is an officer and director of Info-Pro Marketing Inc. ("Info-Pro"),
a private Nevada company and, therefore, there might be a conflict of interest
in his dealing between Standard and Info-Pro. Since Info-Pro is not in the
mineral exploration industry, the real conflict will be how he devotes his time
between the two companies. Standard can only hope that he deals fairly with
it.
5. MONEY IS DIFFICULT TO OBTAIN FOR "GRASS ROOTS" EXPLORATION.
The future exploration of the Standard claim is considered "grass roots" in that
it is speculative in nature due to being a search for an ore reserve.
Investors tend to be shy about investing in "grass roots" exploration programs
since if no mineralization is discovered on the Standard claim, Standard might
allow the claim to lapse. If management is unable to identify another mineral
claim, the money invested by shareholders might be lost and never recovered.
6. FLUCTUATING PRICES OF MINERALS COULD CEASE EXPLORATION ACTIVITIES ON THE
STANDARD CLAIM.
Standard has absolutely no control over the daily prices of various minerals.
These daily mineral prices are set by the world markets. When gold and silver
prices, per ounce, have fallen in value, Standard will find it difficult to
attract money for exploration on the Standard claim. Later, if it ever happens,
and Standard finds an ore reserve it might not be able to develop such a reserve
on the Standard claim due to fallen mineral prices.
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7. OTHER FLUCTUATING PRICES OUTSIDE OF THE CONTROL OF STANDARD.
Standard will not have any control over fluctuating prices of labor, supplies,
equipment and taxes. Any sudden increase in any of these costs will have the
effect of limiting the amount of exploration activities Standard can undertake
on its mineral claim. For example, if Standard budgeted a certain number of
dollars for workers during the exploration on the Standard claim and their daily
rate doubled, the number of days used for exploration would be reduced
accordingly. This will limit the information derived during exploration.
8. WEATHER INTERRUPTIONS IN THE PROVINCE OF BRITISH COLUMBIA MAY AFFECT AND
DELAY THE PROPOSED EXPLORATION OPERATIONS.
The proposed exploration work on the Standard claim should be performed during
the late spring, summer and early fall due to weather conditions. It is normal
in the Bralorne area for the late fall, winter and early spring months to be
subject to heavy snow conditions. Even during the early summer months British
Columbia is noted for its rainfall and during the middle to late summer months
for its forestry closures due to hot dry weather. Standard cannot control the
weather and if it plans a work program it might have to delay it due to
unexpected weather conditions.
9. STANDARD IS SMALL COMPANY WITHOUT MUCH CAPITAL WHICH MIGHT LIMIT IT
EXPLORATION ACTIVITIES AND ABILITY TO EXPAND IN THE FUTURE.
The small size of Standard and lack of capital might mean a limited exploration
program and a lack of ability to take advantage of business opportunities
available to large companies. Having adequate capital would mean Standard's
management could direct greater interest to the exploration of the Standard
claim in hopes of obtaining information which will assist in its future
development. Without adequate capital it will take longer to explore the
Standard claim and limit Standard's ability to expand in the future.
10. STANDARD IS A ONE PROPERTY COMPANY
With only the Standard claim, Standard does not have the diversion in mineral
properties which management would like. In addition, future investors might be
wary to invest in a one property company since should the Standard claim prove
to be without commercially viable mineralization, the investor might loss his or
her entire investment.
11. INVESTMENT IN STANDARD'S COMMON SHARES
An investment in the common shares of Standard is a speculative venture and an
investor must realize that the shares are considered to be a high risk
investment. An investor who cannot afford to loss their entire investment in
Standard's shares should not consider an investment in Standard. The purchase
of shares in Standard is not for widows and orphans.
12. STANDARD WILL HAVE DIFFICULTY ATTRACTING MINING PERSONNEL
Being a small company with only one mineral property might prove difficult for
Standard to attract mining personal to work on the Standard claim. Many
consultants and workers want to be associated with companies who have financial
stability and a variety of mineral properties since this will give them the
opportunity to move between properties in the event one property does not prove
to have viable mineralization associated with it. With only the Standard claim,
Standard will have to let workers go after the exploration season which usually
are at times when the weather conditions are not suitable for them to find other
properties to work on.
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13. STANDARD MAY NEVER BE ABLE TO REFINING ITS ORE RESERVE
Even though there exists a commercial viable ore body, there is no guarantee
competition in refining the ore will not exist. Other companies may have long
term contracts with refining companies thereby inhibiting the Company's ability
to process its ore and eventually market it. At this point in time the Company
does not have any contractual agreements to refine any potential ore it might
discover on its mineral claim.
FORWARD-LOOKING STATEMENTS
Certain information set forth herein (other than historical data and
information) may constitute forward-looking statements regarding events and
trends which may affect Standard's future operating results and financial
position. The words "believe," "endeavor," "expect," "anticipate," "estimate,"
"intends," and similar expressions are intended to identify forward-looking
statements. Such statements are subject to certain risks, uncertainties and
assumptions, including, without limitation, the risks and uncertainties
concerning technological changes, increased competition, and general economic
conditions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated, or projected. Standard cautions
potential investors not to place undue reliance on any such forward-looking
statements, all of which speak only as of the date of this Annual Report on Form
10-KSBA. It is not possible to foresee or identify all such factors. Standard
disclaims any intention, commitment or obligation to revise or update any
forward-looking statement, or to disclose any facts, events or circumstances
that occur after the date hereof, which may affect the accuracy of any
forward-looking statement.
OTHER ITEMS
a. Research and development
Standard has not undertaken any research or development work on a product during
the last two years.
b. Environment concerns
Prior to commencing mining operations on any of the Standard claim, Standard
must meet certain environmental requirements. Compliance with these
requirements may prove to be difficult and expensive. Standard might be liable
if it does not adhere to the requirements. Environment concerns relate to the
use and supply of water, the animal life in the area, fish living in the
streams, the need to cut timber and removal of overburden; being the soil above
the hard rock. No building or fixtures of any form can be erected without the
prior approval of the District Inspector for British Columbia. The cost and
effect of adhering to the environment requires are unknown to Standard at this
time and cannot be reasonably estimated.
c. Competition in the mining industry
In Canada, there are numerous mining and exploration companies, both big and
small. All of these mining companies are seeking properties of merit,
availability of funds and distribution of their minerals. Standard will have
to compete against such companies to acquire the funds to further develop and
explore the Standard claim. The availability of funds for exploration is
sometimes limited and Standard might find it difficult to compete with larger
and more well-known companies for capital. Even though Standard has the rights
to the mineral on its claim there is no guarantee it will be able to raise
sufficient funds in the future to maintain the Standard claim in good standing.
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Therefore, if the situation occurs that it does not have sufficient funds for
exploration the claim might lapse and be staked by other mining interests.
Standard might be forced to seek a joint venture partner to assist in the
exploration of the Standard claim. In this case, there is the possibility
Standard might not be able to pay its proportionate share of the exploration
costs and might be diluted to an insignificant carried interest.
The exploration business is highly competitive and highly fragmented, dominated
by both large and small mining companies. Success will largely be dependent on
Standard's ability to attract talent from the mining field. There is no
assurance Standard's mineral expansion plans will be realized.
d. Adherence with governmental laws
During the exploration stage, Standard will not be restricted in its exploration
activities since establishing a soil sampling grid, minor trenching, soil and
rock sampling and some diamond drilling are not sufficient activities to require
governmental approval. In the event that a substantial diamond drilling program
is recommended, Standard will have to seek various approval from the government
either under the Mining Act, Forestry Act or Coal Act or all of these Acts. A
plan of action will have to be prepared by a professional geologist and
submitted to the government for approval. This will take both time and money
to do.
e. Additional employees
Standard will not in the foreseeable future be acquiring any additional
employees either full time or part time.
ITEM 2. DESCRIPTION OF PROPERTY
History of the Standard claim
The Standard claim was staked February 24, 1999 after the rights of the previous
owners had expired. The claim covers 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 of gold from ore averaging 0.53 oz/ton
during the period 1932-1971.
Standard engaged the services of Calvin Church, Professional Geologist, to
prepare a geological report on the Standard claim. His report was dated May 27,
1999 and parts of it are noted in this Form 10-KSB. 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 113 miles north of Vancouver and 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 47'35"N, Long. 122 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 5,800 feet elevation. Helicopters are available from bases
in the towns of Pemberton or Lillooet.
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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 5,000
to 8,500 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 claim was staked by professional staker 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
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Standard 367933 18 February 24, 2003
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
in 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 claim. Further programs of trenching and drilling are
recommended contingent on favorable results of each preceding exploration phase.
Exploration activities undertaken between January 18 to 21, 2002
The Legal Corner Post is located approximately 2 miles southeast of the Village
of Bralorne and on the north side of Fergusson Creek. Access to the Standard
claim is by snowmobile part way up the Fergusson Creek access trail to the 5,800
feet elevation and approximately 1 mile up Fergusson Creek.
The claim boundary is characterized by extreme topographical conditions.
Sub-alpine scrub alder and hemlock trees grow at the creek elevations and rock
outcropping exposure is good along peaks and ridges in the east half of the
canyon. The winters are cold with generally high snowfall accumulations and
summers are hot and dry.
Assessment work for 2002 filed with B.C. Minfile documents the immediate claim
area being prospected. Trenching and underground exploration work was completed
on adjacent ground. Two zones of mineralization were identified. Assays from
this sheared vein structures ranged from 8.7 g/t to 28.2 g/t gold over variable
widths of 10 cm to 80 cm.
Subsequently, the Standard claim has had sufficient work and cash expended upon
it to maintain it in good standing with the Ministry of Energy and Mines until
February 23, 2005.
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ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings to which Standard 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 Standard during the
fiscal year ended August 31, 2002.
Subsequent Events:
On February 20, 2004, Standard held its Annual General Meeting of Stockholders
wherein the following matters were approved by the Stockholders.
1. The election of E. Del Thachuk, Alexander J. Ibsen and B. Gordon Brooke
as directors.
2. The appointment of Madsen & Associates CPA's Inc. as independent
accountants to examine of the financial statements for the fiscal year
ended August 31, 2004.
3. The approval of the amendment to the Certificate of Incorporation whereby
the authorized share capital Standard will 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 Certificate of
Incorporation will be revised to read as follows:
"FOURTH. The total number of shares of stock, which this corporation is
authorized to issue, is:
Two hundred Million (200,000,000) shares with a par value of one tenth of
one cent ($0.001) per share, amounting to Two Hundred Thousand Dollars
($200,000).
Article III
The aggregate number of shares, which the corporation shall have authorized
to issue, is 200,000,000 Common Shares ("Common Shares"), with a par value
of $0.001 per share."
4. The approval of a Stock Option Incentive Plan which will provide stock
options to acquire up to 5,000,000 common shares in the capital stock of
Standard at a price equivalent to the fair market value at the date of
Granting the stock option when the common shares are listed on any
established stock exchange or national market system. This Stock Option
Incentive Plan will be granted to directors, officers, consultants and
non-employees who participate in the development of Standard.
There were no other transactions brought forth before the Meeting of
Stockholders.
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Subsequent to the Meeting of Stockholders, the directors appointed the following
officers:
E. Del Thachuk - President and Chief Executive Officer
B. Gordon Brooke - Chief Accounting Officer
Alexander J. Ibsen - Chief Financial Officer
Maryanne Thachuk - Secretary Treasurer
The member of the Audit Committee were appointed as follows:
E. Del Thachuk - Chairman of Audit Committee
B. Gordon Brooke - Member of Audit Committee
Alexander J. Ibsen - Member of Audit Committee
Autobiographies of B. Gordon Brooke and Alexander J. Isben are shown below.
B. GORDON BROOKE, 59, attended Westwood School Secondary School in Paddington,
London, England before becoming an articled clerk in 1961 with Roberts White and
Company, Chartered Accountants. In 1967, he continued his articles with FF
Sharles & Company, Chartered Accountants, as audit manager and supervisor of
audits which entailed general audit, accounting, financial statement
presentation for small public companies, including such companies as a dairy, a
trade stamp company, automobile dealerships, financing companies, engineering,
retailer, wholesalers, barristers and solicitors, antique dealers and clothing
manufacturers. He had total responsibility for the audit of Michael
Manufacturing Limited, a public trading company. This entailed the preparation
of all information in the year-end financial statements and all printed matters
for exchange filing and information to be distributed to the shareholders. In
1969, he qualified as a Chartered Accountant for England and Wales and
immigrated to Canada where he accepted a position with Deloitte, Haskins and
Sells, Chartered Accountants, in Toronto, Canada. His responsibilities included
being an audit supervisor for mainly small and large business clients which
included such firms as Wickett & Craig- tanners, Canada Dry Inc. - soft drinks,
Chromalox Canada - heating systems, Northern Pigments - paints, to name a few.
In 1972, he accepted a position as assistant to the chief Financial Officer of
Candeco Management Inc. of Toronto where his responsibilities included
preparation of monthly and annual financial reporting packages for all
subsidiaries including corporate tax returns, preparation of all required audit
working papers and complete audit files for all subsidiaries, responsibilities
for internal control systems for all operating subsidiaries. In 1974, he became
assistant to the chief Financial Officer of Canadian Chromalox Ltd. in Toronto
where he undertook the controller functions from time to time and subsequently
became the Ant-Inflation Officer for Canadian Chromalox's group of companies
where he was responsible for all price increase application to Ottawa. In 1977,
with the end of the Anti-Inflation legislation he became an independent
financial consultant where he offered the following services: accounting,
financial statement presentation, business plans, personal and corporate
taxation services, corporate reorganizations and restructurings, prospectus
preparation and analysis and public offering advice and service. His client
base consisted of such companies as Spectra Anodizing Inc. - anodizing services,
Security Mirror Ltd. - mirror manufacturer, Arco Prime Steel Inc. -steel
fabricator and many other small businesses as well as a continuing relationship
with Canadian Chromalox and its subsidiaries. During this same period of time,
Gordon Brooke either owned or was a working shareholder in the following
business: Black Swan Investments Inc. 30% shareholder in a pub in Toronto,
Octagon Industries Inc. 10% shareholder in a signage company, Reybrooke
Housewares - 100% owner in a company licensed with a United Kingdom company for
PVC extrusions, Beaver Hill Farm Inc. - 33.3% owner of this company which was a
producer of fresh herbs grown under light and sold to over 200 retail outlets in
southern Ontario. In 1997 he became financial consultant to Confectionately
Yours Inc. a Toronto based company specializing in large fresh baked goods and
cereal bar manufacturer. His responsibilities were to serve as an interim
controller and prepare business plans. In 1998, he became the unofficial Chief
Financial Officer of the company until it was sold in December 2000. In 2001 to
-12-
the present time, he has been working for Snack Crafters Inc. in Toronto as a
financial consultant where he is responsibilities have been to prepare business
plans, to service as an interim accountant providing accounting services,
preparation of financial statements on a non-audit basis, corporate tax returns
and assisting the company in its reorganization and restructuring.
ALEXANDER ('AL") JOHN IBSEN, 62, graduated from grade 12 and was hired in 1965
by Grant, Atkinson & Blair Ltd., a food brokerage firm, located in Vancouver,
British Columbia where he worked initially as a salesman before becoming Sales
Management and eventually the Branch Manager, supervising a staff of 12. This
entailed all head offices accounts in the food, drug and mass merchandisers'
items. Through his leadership, the department exceeded the company's budgeted
revenue each year he was employed with the company. In 1972, Al joined the firm
of R.A. Brown and Sons Ltd., another food brokerage firm, located in Vancouver
where he became the sales Manager for the entire British Columbia Region. He was
responsible for a staff of 10 employees but the company itself did twice the
volume of sales of his former employer. During his employment with R.A. Brown
and Sons Ltd. Al's department exceeded the company's budget revenue figures each
year. In 1983, he became the general Manager for I.D. Foods Western Corporation
and subsequently became General Manager for western Canada with a staff of 20
people. Again he either met or exceeded the company's sales budget prior to
becoming employed in 1987 with Capital Bag Ltd./ Crown Packaging Ltd. In 1991,
he was hired as Sales Manager for the western Canadian division as well as being
responsible for Toronto, Ontario sales department for Sonoco Flexible Packaging
Corp. even though this company was located in Vancouver, British Columbia.
While at Sonoco, he managed to exceed the budgets there each and every year he
was with the company. In fact, in his last year with the firm, he sold an
additional CDN $10,000,000 over and above the budget figures. In May 2001, the
company sold their packaging lines in Canada thereby eliminating Al's position
with the company. Since 2001, Al has worked as a self-employed contractor in the
food industry. Al has served as the past President of many organizations; some
of which are as follows: Eastgate Masonic Lodge, Burnaby Big Brothers, B.C. Food
Brokerage Association (now an honorary member) and the Food Executives Club of
British Columbia (Honorary Member). Al has strong communication and
interpersonal skills at all levels of business and can identify and implement
new ideas when required.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the past year there has been no established trading market for Standard's
common stock. Since its inception, Standard has not paid any dividends on its
common stock, and Standard does not anticipate that it will pay dividends in the
foreseeable future. As at August 31, 2002 Standard had 35 shareholders; one of
these shareholders is an officer and director of Standard.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
Standard has had no revenue since inception and its accumulated deficit is
$51,885. To date, the growth of Standard has been funded by the sale of shares
-13-
and advances by the directors and officers in order to meet the requirements of
filing with the SEC and maintaining the Standard claim in good standing.
The plan of operations during the next twelve months will be to maintain the
Standard claim in good standing with the Province of British Columbia and meet
its filing requirements. 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 approximately $11,000 will be required
over the next twelve months to pay for such expenses as bookkeeping, auditing,
filing fees, exploration activities on the Standard claim and payments to the
transfer agent. The above noted figure does not include amounts owed to
creditors in the amount of $17,317 as at August 31, 2002. If all debts, other
than amounts owed to related parties, are settled during the next twelve months
Standard will need approximately $28,000. At present Standard does not have
these funds and would be required to either sell shares in its capital stock or
obtain further advances from its directors and officers. Standard's future
operations and growth is dependent on its ability to raise capital for expansion
and to seek revenue sources.
The amounts due to related parties bears no interest and has not fixed terms of
repayment.
The amounts owed to third party creditors as at August 31, 2002 is as follows:
Auditors $ 7,000
Accountant 7,300
Transfer agent 2,730
Office expenses 287
--------
Total due $ 17,317
======
Standard will have to raise funds to settle these outstanding liabilities if it
wishes to continue to operate in the future.
Standard does not expect to purchase or sell any plant or significant equipment
during the next year.
Standard does not expect any significant changes in the number of employees.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of Standard are included following the signature page
to this Form 10-KSBA.
ITEM 8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On December 15, 2002, Standard dismissed Andersen Andersen & Strong, L.C. as the
independent accountants. This action was approved by the sole director of
Standard. Standard appointed Seller & Andersen, LLC as the independent
accountants. Unfortunately, the independent accountants' audit opinion dated
June 29, 2003, attached to the financial statements for the fiscal year ended
August 31, 2002 and included with the Form 10-KSB filed by Standard on July 9,
-14-
2003 with the United States Securities and Exchange Commission, was under the
letterhead of Andersen Andersen & Strong LC rather than Sellers & Andersen, LLC.
On February 5, 2004, Standard dismissed Sellers & Andersen LLC and appointed
Madsen & Associates, CPA's Inc. as the independent accountants to examine the
financial statements for the fiscal year ended August 31, 2002 and render an
opinion thereon. These financial statements are including in this Form 10-KSBA.
The reports of Andersen Andersen & Strong LC for the financial statements since
inception to August 31, 2001 and through the subsequent interim periods ended
December 15, 2002, contained no adverse opinion or disclaimers of opinion and
were not modified or qualified as to audit scope or accounting principles, but
did contain modifications as to Standard's ability to continue as a going
concern.
During the two fiscal years ended August 31, 2001 and 2000, and through the
subsequent interim period ended December 15, 2002, to the best of Standard's
knowledge. There have been no disagreements with Andersen Andersen & Strong, LC
on any matters of accounting principles or practices, financial statement
disclosure, or audit scope or procedures, which disagreement if not resolved to
the satisfaction of Andersen Andersen & Strong, LC would have caused them to
make reference in connection with its report on the financial statements of
Standard for such years.
During the two fiscal years ended August 31, 2001 and 2000, and through
subsequent interim period ended December 15, 2002, Andersen Andersen & Strong.
LC did not advise Standard on any matters set forth in Item 304 (a)(1)(iv)(B) of
Regulation S-B.
The reports of Sellers & Andersen LLC for the financial statements as at August
31, 2003 and through the subsequent interim periods ended February 5, 2004,
contained no adverse opinion or disclaimers of opinion and were not modified or
qualified as to audit scope or accounting principles, but did contain
modifications as to Standard's ability to continue as a going concern.
During the fiscal year ended August 31, 2003, and through the subsequent interim
period ended February 5, 2004, to the best of Standard's knowledge, there have
been no disagreements with Sellers & Andersen, LLC on any matters of accounting
principles or practices, financial statement disclosure, or audit scope or
procedures, which disagreement if not resolved to the satisfaction of Sellers &
Andersen, LLC would have caused them to make reference in connection with its
report on the financial statements of Standard for such years.
During the fiscal year ended August 31, 2003, and through subsequent interim
period ended February 5, 2004, Sellers & Andersen, LLC did not advise Standard
on any matters set forth in Item 304 (a)(1)(iv)(B) of Regulation S-B.
For the financial statements for the fiscal years ended August 31, 2003 and
2002, Standard has not consulted with Madsen & Associates CPA's Inc. regarding
(i) the application of accounting principles to a specific transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
Standard's financial statements, and no written report or oral advice was
provided to Standard by concluding there was an important factor to be
considered by Standard in reaching a decision as to an accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv)(A) of Regulation
S-B or an event, as that term is defined in Item 304 (a)(1)(iv)(B) of Regulation
S-B.
Standard has requested Madsen & Associates, CPA's Inc. to examine the financial
statements for the two fiscal years ended August 31, 2003 and 2002 and to review
the interim financial statements for the three months ended November 30, 2003
and 2002, the six months ended February 2003 and nine months ended May 31, 2003.
Standard will file amended Form 10-KSBs and 10-QSBs.
-15-
ITEM 8-A - CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
-----------------------------------------------------
Standard's Chief Executive Officer and its Chief Financial Officer, after
evaluating the effectiveness of Standard's controls and procedures (as defined
in the Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c) of the date within
90 days of the filing of this annual report on Form 10-KSBA (the "Evaluation
Date"), have concluded that as of the Evaluation Date, Standard's disclosure
controls and procedures were adequate and effective to ensure that material
information relating to it would be made known to it by others, particularly
during the period in which this annual report on Form 10-KSBA was being made.
(b) Changes in Internal Controls
-------------------------------
There were no significant changes in Standard's internal controls or in other
factors that could significantly affect Standard's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions.
PART 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, 2002, the name, age, and
position of each executive officers and directors and the term of office of each
director of Standard.
Term as
Director
Name Age Position Held Since
----- -------- ---------------------- --------
Del Thachuk . . . . . . . 67 President and Director 1998
Mary Anne Thachuk . . . 67 Secretary Treasurer and
Director 1998
Each director of Standard serves for a term of one year and until his successor
is elected at Standard's annual shareholders' meeting and is qualified, subject
to removal by Standard'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 Standard's
executive officers and directors.
DEL THACHUK has been the President and a Director of Standard since its
inception. Mr. Thachuk graduated from Victoria Composite High School in
-16-
Edmonton, Alberta before spending nine months articling as a chartered
accountant student. Subsequently, Mr. Thachuk worked for two years for the City
of Edmonton as a surveyor before entering professional football for four years.
He was a player for London Lords in London, Ontario and then was hired by the
Edmonton Eskimos. From 1962 to 1969, Mr. Thachuk was owner and president of
Civic Tire & Battery Ltd. located in Olds, Alberta. His company owned three tire
shops and was in partnership with an additional two. Subsequent to the sale of
his company he became a contractor for a short period of time during which time
he build and sold five houses and approximately thirty pre-fab homes. In 1971,
Mr.Thachuk commenced mining a placer gold property he owned in Atlin, British
Columbia. During the fifteen years he mined his placer property he extracted in
excess of 30,000 ounces of gold. With the sale of the placer property, Mr.
Thachuk, over the next five years, entered into various mining ventures in
Nevada, Washington State and British Columbia. During this same period of time,
Mr. Thachuk was president of Red Fox Minerals Ltd., a company listed on the
former Vancouver Stock Exchange. In 1991, he became part owner and general
manager for Koben Sand & Gravel which employed 36 employees and in its third
year of operations had in excess of CDN $6,000,000 in sales. In 1994, Mr.
Thachuk became a consultant for various companies until 1997 when he
incorporated and became president of Mine A Max Corporation, a company trading
on the OTC Bulletin Board in United States. Recently he has formed a Nevada
company named Info-Pro Marketing Inc. specializing in the distribution of
educational books.
MARY ANNE THACHUK has been Secretary Treasurer of Standard since its inception.
She graduated from Jasper Place Sr. High in Edmonton in 1954 and then obtained a
Certified Secretarial Diploma from McTavish Business College. From 1956 to
1960, Maryanne worked for CJCA Broadcasting Station in Edmonton reporting on
court cases, sport related events and other news issues. She was the assistant
to the Sports and News Director. In 1960, she moved to Vancouver and was
employed as Private Secretary to the President of Dueck Motors. In 1962, she
moved back to Alberta where she was trained as an In-Service Social Worker with
the Alberta Government Department of Public & Child Welfare. In 1964 Maryanne
moved back to the Vancouver as the Private Secretary of the President of Lindal
Cedar Homes. From 1965 to 1988 she worked part time for the President of Delmor
Enterprises before becoming one of its directors. In 1988, she became the
Personal Secretary to the Board Chairman of the Culinary Foods Division for
Canadian Airline. Since 1990, she has been working for the B.C. Government
Department of Education (Surrey School District #36) where she has received
specialized training in Finance & Administration. In 2001, she retired and has
been occupied since as an ordinary housewife.
Del or Mary Anne Thachuk are not directors of another company registered under
the Securities and Exchange Act of 1934 other than Del who was a director and
officer of Mine A Max Corporation until May 31, 1999.
Del Thachuk, the President and Director, and Maryanne Thachuk, the Secretary
Treasurer, are married to one another. The two, however, are not related to any
person under consideration for nomination as a director or appointment as an
executive officer.
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 Standard:
(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);
-17-
(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
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 w ith 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
Standard knows of no director, officer, beneficial owner of more than ten
percent of any class of equity securities of Standard 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, Standard
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, 2002, 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
On September 11, 2002, Del Thachuk filed a Form 3 with the SEC.
-18-
ITEM 10. EXECUTIVE COMPENSATION
CASH COMPENSATION
There was no cash compensation paid to any director or executive officer of
Standard during the fiscal year ended August 31, 2002.
The following table sets forth compensation paid or accrued by Standard
during the fiscal years ended August 31, 2000 to 2002 to Standard's President,
Directors and Secretary Treasurer.
SUMMARY COMPENSATION TABLE (2000-2002)
Long Term Compensation (US Dollars)
--------------------------------------
Annual Compensation Awards Payouts
-------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- . . Comp. awards SAR payouts sation
pal position . . . . Year Salary ($) ($) (#) ($) ($)
-------------------- ------- -------- --------- -------- -------- ---- ----
Del Thachuk. . . . . 2000 -0- -0- -0- -0- -0- -0-
President and. . . . 2001 -0- -0- -0- -0- -0- -0-
Director. . . . 2002 -0- -0- -0- -0- -0- -0-
Mary Anne Thachuk. . 2000 -0- -0- -0- -0- -0- -0-
Secretary Treasurer. 2001 -0- -0- -0- -0- -0- -0-
and Director . . . 2002 -0- -0- -0- -0- -0- -0-
There has been no compensation given to any of the Directors or Officers during
the periods ended August 31, 2000 to 2002. There are no stock options
outstanding as at August 31, 2002, but it is contemplated that the Company may
issue stock options in the future to officers, directors, advisers and future
employees.
BONUSES AND DEFERRED COMPENSATION
None
COMPENSATION PURSUANT TO PLANS
None
PENSION TABLE
None
OTHER COMPENSATION
The directors have not received any compensation for the time they devote to
Standard. Nevertheless, Standard does give recognition to the time spent by
accruing as an expense each month a charge of $200 per month as management fees
with an offsetting credit to Capital in excess of par value. The amount so
accrued with not be pay in either cash or shares to the directors in the future.
-19-
COMPENSATION OF DIRECTORS
None
TERMINATION OF EMPLOYMENT
There are no compensatory plans or arrangements, including payments to be
received from Standard, 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 Standard or its subsidiaries, or any change in control of
Standard, or a change in the person's responsibilities following a change in
control of Standard.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as at August 31, 2002, the name and address and
the number of shares of Standard'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 Standard to own beneficially, more than 5% of the issued and
outstanding shares of Standard'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
Unit 34 - 3387 King George
Highway
Surrey, British Columbia
Canada, V4P 1B7 . . . . . . . Direct 100,000 (i) 7.72
DORIS O'BRIEN
626 - Highway 99
P.O. Box 5
Surrey, British Columbia
Canada, V4B 5A8. . . . . . . . Direct 100,000 7.72
AUGGNETHA QUASHIE
15382 - 110A Avenue
Surrey, British Columbia
Canada, V3R 9H6 . . . . . . . Direct 100,000 7.72
MICHAEL LEVESQUE
3350 - 199A Street
Langley, British Columbia
Canada, V3A 4T9 . . . . . . . Direct 100,000 7.72
MICHAEL THACHUK
47 - 20761 Telegraph Trail
Surrey, British Columbia
Canada, V1M 2W3 . . . . . . . Direct 100,000 (ii) 7.72
-20-
GERRY WOLFF
4364 Woodcrest Road
West Vancouver, B.C.
Canada, V7SX 2W1. . . . . . . Direct 100,000 7.72
MARVIS SHAW
246 - 20071 - 24th Avenue
Langley, British Columbia
Canada, V2Z 2A1. . . . . . . Direct 100,000 7.72
KEN RADOMSKY
840 - 15355 - 24th Avenue
White Rock, B.C.
Canada, V4B 4C2. . . . . . . Direct 100,000 7.72
RAYMOND MILLLER
301 - 1323 Merklin Street
White Rock, British Columbia
Canada, V4A 4C2. . . . . . . Direct 100,000 7.72
MARION K. SEPT
19188 - 84th Avenue
Surrey, British Columbia
Canada, V4N 3G5. . . . . . . Direct 100,000 7.72
KAREN FORD
17773 - 59 a Avenue
Surrey, British Columbia
Canada, V3S 1R2. . . . . . . Direct (2) 100,000 7.72
(1) All shares owned directly are owned beneficially and of record, and such
shareholder has sole voting, investment and dispositive power, unless
otherwise noted.
(2) These shares have been sold but the certificate has not been changed to
denote the new owner.
(3) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.
(i) This stock is restricted since it was issued in compliance with the
exemption from registration provided by Section 4(2) of the Securities
Act of 1933, as amended. After this stock has been held for one year,
Mr. Thachuk could sell 1% of the outstanding stock in Standard every
three months. Therefore, this stock can be sold after the expiration
of one year in compliance with the provisions of Rule 144. There is
"stock transfer" instructions placed against this certificate and a
legend has been imprinted on the stock certificate itself.
(ii) Michael Thachuk is the son of the President of Standard. He is married
and lives in his own home. These shares are not restricted under Rule
144.
-21-
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 Standard and during its current fiscal
period, or any currently proposed transactions, or series of similar
transactions, to which Standard 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 Standard to own of record or beneficially more
than 5% of any class of Standard'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 Standard's last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which Standard 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 Standard
to own of record or beneficially more than 5% of the common shares of Standard's
capital stock, or any member of the immediate family of any of the foregoing
persons, has an interest.
TRANSACTIONS WITH PROMOTERS
Standard does not have promoters and has no transactions with any promoters.
-22-
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
Title of Document Page
------------------- ----
Report of Madsen & Associates, CPA's Inc. 27
Balance Sheet as at August 31, 2002 and 2001 28
Statement of Operations for the year ended August 31,
2002 and 2001 and for the period from
September 24, 1998 (Date of Inception) to August
31, 2002 29
Statement in Changes in Stockholders' Equity for
the period from September 24, 1998 (Date of Inception)
to August 31, 2002 30
Statement of Cash Flows for the year ended August 31,
2002 and 2001 and for the period from
September 24, 1998 (Date of Inception) to August
31, 2002 31
Notes to the Financial Statements 32
(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:
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
-23-
99.2 Certificate Pursuant to 18 U.S.C. Section 1350 signed by 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 Chief Financial
Officer
(b) Reports on Form 8-K
- Filed on February 13, 2004 and dated February 5, 2004 regarding change of
Standard's certifying accountants from Sellers & Andersen LLC to Madsen &
Associates, CPA's Inc.
- Filed on February 25, 2004 regarding certain motions approved by the
shareholders at the Annual General Meeting of Stockholders.
- Filed on February 25, 2004 and dated December 15, 2002 regarding change
of Standard's certifying accountants from Andersen Andersen & Strong, LC to
Sellers & Andersen
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
-----------
The aggregate fees billed by the independent accountants for the last two fiscal
years for professional services for the audit of Standard's annual financial
statements and the review included in Standard's Form 10-QSBs and services that
are normally provided by the independent accountants in connection with
statutory and regulatory filings or engagements for those fiscal years were
$5,600.
(2) Audit-Related Fees
-------------------
The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of Standard's financial statements and are
not provided in Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax Fees
---------
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advise,
and tax planning was $200.
(4) All Other Fees
----------------
During the last two fiscal years there were no other fees charged by the
principal accountants other than those disclosed in (1) and (3) above.
(5) Audit Committee's Pre-approval Policies
------------------------------------------
At the present time, there are no significant directors, officers and employees
involved with Standard to make any pre-approval policies meaningful. Once
Standard has elected more directors and appointed directors and non-directors to
the Audit Committee it will have meetings and function in a meaningful manner.
-24-
(6) Audit Hours Incurred
----------------------
The principal accountants did not spend greater than 50 percent of the hours
spent on the accounting by Standard's internal accountant.
-25-
SIGNATURES
In accordance with Section 13 or 15(d) 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)
Date: April 19, 2004 By:/s/ "Del Thachuk"
----------------------
Del Thachuk
Chief Executive Officer
President and Director
Date: April 19, 2004 By: /s/ "Alexander J. Ibsen"
----------------------------------
Alexander J. Ibsen
Chief Financial Officer
and Director
-26-
SELLERS & ANDERSEN, L.L.C. 941 East 3300 South, Suite 202
--------------------------------- Salt Lake City, Utah
Certified Public Accountants and Business Telephone 801-486-0096
Consultants Fax 801-4860098
Member SEC Practice Section of the AICPA
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, 2002, and the statement of
operations, stockholders' equity, and cash flows for the year ended August 31,
2002. These financial statements are the responsibility of Standard's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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, 2002, and the results of operations, and cash flows for the years
ended August 31, 2002 and 2001 and the period September 24, 1998 to August 31,
2002, in conformity with accounting principles generally accepted in the United
States of America.
The accompanying financial statements have been prepared assuming that Standard
will continue as a going concern. Standard does not have the necessary working
capital to service its debt and 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/ "Sellers & Andersen, L.L.C."
June 29, 2003
-27-
STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEET
AUGUST 31, 2002 AND 2001
2002 2001
------------ ---------
ASSETS
CURRENT ASSETS
BANK . . . . . . . . . . . . . . . . . . . . . . $ 329 $ 3
------------ ---------
$ 329 $ 3
============ =========
LIABILITIES
ACCOUNTS PAYABLE - RELATED PARTY . . . . . . . . $ 15,047 $ 12,506
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES . . . . 17,317 10,229
------------ ---------
32,364 22,735
------------ ---------
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 . . . . . . . . . 18,555 14,355
DEFICIT ACCUMULATED DURING THE EXPLORATION STAGE (51,885) (38,382)
------------ ---------
TOTAL STOCKHOLDERS' DEFICIENCY . . . (32,035) (22,732)
------------ ---------
$ 329 $ 3
============ =========
The accompanying notes are an integral part of these financial statements
-28-
STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED AUGUST 31, 2002 AND 2001
AND FOR THE PERIOD FROM SEPTEMBER 24, 1998 (DATE OF INCEPTION) TO AUGUST 31,
2002
FOR THE FOR THE
YEAR YEAR
ENDED ENDED
AUGUST 31, AUGUST 31, FROM
2002 2001 INCEPTION TO AUGUST 31, 2002
--------------- -------------- -----------------------------
SALES . . . . . . . . . . . . . . . $ - $ - $ -
--------------- -------------- -----------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
Accounting and audit. . . . . . 5,000 5,000 18,300
Bank charges and interest . . . 80 82 360
Filing fees - Edgar system. . . 1,000 374 2,989
Geological report . . . . . . . - - 1,780
Incorporation costs written off - - 255
Legal . . . . . . . . . . . . . - 487 487
Office expenses . . . . . . . . 82 213 852
Management fees . . . . . . . . 2,400 2,400 9,600
Miscellaneous . . . . . . . . . 357 155 912
Rent. . . . . . . . . . . . . . 1,200 1,200 4,800
Staking and recording costs . . 1,254 1,303 2,924
Telephone . . . . . . . . . . . 600 600 2,400
Transfer agent's fees . . . . . 1,530 1,200 6,226
--------------- -------------- -----------------------------
NET LOSS. . . . . . . . . . . . . . $ 13,503 $ 13,014 $ 51,885
=============== ============== =============================
NET LOSS PER COMMON SHARE
Basic . . . . . . . . $ - $ -
=========== ===========
AVERAGE OUTSTANDING SHARES
Basic . . . . . . . . 1,295,000 1,295,000
=========== ===========
The accompanying notes are an integral part of these financial statements.
-29-
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, 2002
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)
Capital contributions - expenses . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2001. . . . . . . . . . . . - - - (13,014)
---------- --------- ---------- -------------
1,295,000 1,295 14,355 (38,382)
Capital contributions - expenses . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2002. . . . . . . . . . . . - - - (13,503)
---------- --------- ---------- -------------
1,295,000 $ 1,295 $ 18,555 $ (51,885)
========== ========= ========== =============
The accompanying notes are an integral part of these financial statements.
-30-
STANDARD CAPITAL CORPORATION
(AN EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED AUGUST 31, 2002 AND 2001 AND
FOR THE PERIOD FROM SEPTEMBER 24, 1998
(DATE OF INCEPTION) TO AUGUST 31, 2002
FOR THE YEAR FOR THE YEAR
ENDED ENDED FROM
AUGUST 31, AUGUST 31, INCEPTION TO
2002 2001 AUGUST 31, 2002
-------------- -------------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . $ (13,503) $ (13,014) $ (51,885)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Accounts payable - related parties 2,541 1,851 15,047
Accounts payable and
accrued liabilities. . . . . . 7,088 6,791 17,317
Capital contributions. . . . . . . 4,200 4,200 18,555
-------------- -------------- -----------------
Net Cash form Operations. . . 326 (172) (966)
-------------- -------------- -----------------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance of
common stock . . . . . . . . . - - 1,295
-------------- -------------- -----------------
Net Increase in Cash. . . . . . . . . 326 (172) 329
Cash at Beginning of Period . . . . . 3 175 -
-------------- -------------- -----------------
CASH AT END OF PERIOD . . . . . . . . $ 329 $ 3 $ 329
============== ============== =================
The accompanying notes are an integral part of these financial statements.
-31-
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2002
1. ORGANIZATION
Standard 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.
Standard was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had
been acquired. Standard 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).
Standard 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
-------------------
Standard recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
----------------
Standard has not yet adopted a policy regarding payment of dividends.
Income Taxes
-------------
On August 31, 2002, Standard had a net operating loss carry forward of
$51,885. The tax benefit of $15,566 from the loss carry forward has been
fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since Standard has no operations.
The loss carry forward will expire in 2024.
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 the preferred share rights unless the exercise
becomes antidilutive and then only the basic per share amounts are shown in
the report.
-32-
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2002
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Environmental Requirements
---------------------------
At the report date environmental requirements related to the mineral claim
acquired (Note 3) are unknown and therefore any estimate of any future cost
cannot be made.
Mineral Claim Costs
---------------------
Cost of acquisition, exploration, carrying and retaining unproven
properties are expensed as incurred.
Financial and Concentration Risk
-----------------------------------
Standard does not have any concentration or related financial credit risk.
Revenue Recognition
--------------------
Revenue is recognized on the sale and delivery of product or the completion
of services provided.
Statement of Cash Flows
--------------------------
For the purposes of the statement of cash flows, Standard considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
Financial Instruments
----------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair value.
Estimates and Assumptions
---------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with accounting principles generally accepted in the United
States of America. Those estimates and assumptions affect the reported
amounts of the assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
-33-
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2002
3. AQUISITION OF MINERAL CLAIM
Standard 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, 2003. The renewal cost of these claims is $1,980 Cdn.
The costs of staking and filing have been expensed.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
Officers-directors, and their controlled entities, have acquired 17.7% of
the outstanding common stock and have made no interest, demand loans of
$15,047 to Standard, and have made contributions to capital of $16,800 by
the payment of Company expenses.
5. GOING CONCERN
Standard will need additional working capital to service its debt and for
its planned activity, which raises substantial doubt about its ability to
continue as a going concern. Continuation of Standard as a going concern is
dependent on obtaining additional working capital and the management of
Standard has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing, and
payment of Company expenses by its officer, which will enable Standard to
operate for the coming year.
6. SUBSEQUENT EVENTS
a. Mineral Claim
The Company has maintained its mineral claim in good standing until
February 23, 2005.
b. Amendment to Certificate of Incorporation
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
share with a par value of $0.001 per share.
c. 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 as at the date of the auditors'
opinion attached to these financial statements.
-34-