SCHEDULE 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to the Rule 240.14a-11 (c) or rule
240.14a- 12
STANDARD CAPITAL CORPORATION
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Persons(s) Filing proxy Statement if other that the registrant)
Payment of filing fee (check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I) (1) and
0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and stated how it was determined)
(4) Proposed maximum aggregate value of transaction: -
(5) Total fee paid:.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a) (2) and identify the filing by registration statement
number, or the form of schedule and the date of its filing
(1) Amount Previously Paid:
(2) Form, schedule of Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
-1-
STANDARD CAPITAL CORPORATION
2429 128th Street
Surrey, British Columbia
Canada, V4A 3W2
NOTICE OF ANNUAL GENERAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, NOVEMBER 18, 2005
Standard Capital Corporation (the "Company") will hold the 2005 Annual Meeting
of Stockholders ("Annual Meeting ") of the Company, a Delaware Corporation at
The Vancouver Club, located at 915 West Hastings St. Vancouver, B.C. Canada on
Friday, November 18, 2005, beginning at 11:00 a.m. local time, for the following
purposes:
1) To elect two directors to serve until the 2006 Annual Meeting or until
their respective successors are elected and qualified;
2) To ratify the appointment of Madsen & Company, CPA, Inc. as the Company's
independent accountants for the fiscal year ending August 31, 2006;
3) To transact such other business as may properly come before the Annual
Meeting and any adjournment of postponement thereof.
Stockholders of record at the close of business on October 31, 2005 are entitled
to notice of and vote at the Annual Meeting or any postponement or adjournment.
By order of the Directors
Per: "Del Thachuk"
-------------------------
Del Thachuk
Chief Executive Officer,
President and Director
Vancouver, B.C., Canada
October 31, 2005
Important Notice
Whether or not you plan to attend the Annual Meeting in person, please complete,
sign, date, and return the accompanying proxy card in the enclosed envelope to
ensure your representation and presence of a quorum at the Annual Meeting. If
you decide to attend the Annual Meeting and wish to change your proxy vote, you
may do so by voting in person at the Annual Meeting. Your proxy may be revoked
at any time prior to the Annual Meeting in accordance with the procedures set
forth in the Proxy Statement.
-2-
STANDARD CAPITAL CORPORATION
2429 128th Street
Surrey, British Columbia
Canada, V4A 3W2
October 31, 2005
Dear Stockholder:
You are cordially invited to attend the first Annual Meeting of Stockholders
(the "Annual Meeting") of Standard Capital Corporation (the "Company"), which
will be held at The Vancouver Club, 915 West Hastings Street, Vancouver, B.C.,
Canada on Friday, November 18, 2005, beginning at 11:00 a.m. local time.
The items of business which will be acted upon at the Annual Meeting are
described in the accompany Notice of Annual Meeting and Proxy Statement.
Enclosed with this Proxy Statement is your Proxy Card and copy of our 2005
Annual Report under Form 10-KSB.
If you do not plan to attend the Annual Meeting, please complete, date, sign,
and promptly return the enclosed Proxy stamped self- addressed envelope provided
so that your shares can be voted at the Annual Meeting in accordance with your
instructions. If you decide to attend the Annual Meeting and wish to change your
proxy vote, you may do so by voting in person at the Annual Meeting.
During the Annual Meeting, management will report on operations and other
matters affecting the Company and will respond to stockholders' questions. On
behalf of your directors, I would like to express my appreciation for your
continued interest in the affairs of our Company. I look forward to seeing you
at the Annual Meeting.
Sincerely,
"Del Thachuk"
E. Del Thachuk
Chief Executive Officer,
President and Director
YOUR VOTE IS IMPORTANT
In order to assure you representation at the Annual Meeting, you are required to
complete, sign and date the enclosed proxy as promptly as possible and return it
in the enclosed stamped self-addressed envelope.
-3-
STANDARD CAPITAL CORPORATION
PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF STOCKHOLDERS
To be held on Friday, November 18, 2005
TABLE OF CONTENTS
Page
----
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Information Concerning Solicitation and voting. . . . . . . . . . . . 5
Proposal One - (Election of Directors). . . . . . . . . . . . . . . . 6
Proposal Two - (Ratification of Independent Accountants). . . . . . . 10
Information Regarding Beneficial Ownership of Principal Stockholders
and Management. . . . . . . . . . . . . . . . . . . . . . . . . 10
Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 16(A) Beneficial Ownership Reporting Compliance . . . . . . . 13
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Fees Billed for Services Rendered by Principal Accountants. . . . . . 14
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Availability of Information . . . . . . . . . . . . . . . . . . . . . 15
Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
-4-
PROXY STATEMENT
FIRST ANNUAL MEETING OF STOCKHOLDERS
STANDARD CAPITAL CORPORATION
Your proxy, using the enclosed form, is solicited by the Directors of Standard
Capital Corporation, a Delaware corporation ("the Company") for the Annual
Meeting of Stockholders ("the Annual Meeting") to be held at 11:00 a.m. on
Friday, November 18, 2005, at The Vancouver Club located at 915 West Hastings
St, Vancouver, B.C., Canada, and at any adjournment or postponement of the
Annual Meeting.
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This Proxy Statement, the enclosed proxy card, our Annual Report on Form 10-KSB
for the fiscal year ended August 31, 2005, are furnished to the holders of our
common stock. Management anticipates that the mailing to stockholders of these
proxy materials will occur on or about November 1, 2005.
PURPOSE OF MEETING
The specific proposal to be considered and acted upon at the Annual Meeting are
summarized in the proceeding Notice of Annual Meeting. Each proposal is
described in more detail in this Proxy Statement.
VOTING RIGHTS
Our common stock is the only class of securities entitled to vote at the Annual
Meeting. Only stockholders of record at the close of business on October 31,
2005 (the "Record Date") are entitled to receive Notice of the Annual Meeting
and vote the shares they hold at the Annual Meeting or at any adjournment or
postponement. As of the Record Date, there were 2,285,000 shares of common
stock outstanding; each share is entitled to one vote on each matter to be voted
upon. A list of stockholders entitled to vote at the Annual Meeting will be
available for inspection during ordinary business hours at the Company's offices
at 2429 128th Street, Surrey, British Columbia, Canada, V4A 3W2 from the date
hereof up to the date of the Annual Meeting.
Voting can take place at the Annual Meeting only if stockholders owning a
majority of voting power of the common stock (that is a majority of the total
number of votes entitled to be cast) are present in person or represented by
effective proxies. On the Record Date, the Company had 2,285,000 voting shares
of common stock outstanding. Approval of each of the proposals requires the
affirmative votes required to achieve a majority of the votes cast. Abstentions
will not affect the voting results although they will have the practical effect
of reducing the number of affirmative votes required to achieve a majority by
reducing the total number of shares from which the majority is calculated.
-5-
Whether or not you are able to attend the Annual Meeting in person, you are
urged to complete, sign, date and return the accompanying proxy in the enclosed
envelope. Your proxy is solicited by our Directors and when properly completed
and not revoked, will be voted at the Annual Meeting in accordance with your
instructions. Proxies which are executed but do not specify a vote for or
against, or in abstention, will be voted FOR the election of each of the two
nominees for Director named below and; FOR ratification for the appointment of
Madsen & Associates, CPA's Inc. as the Company's independent public accountants
the fiscal year ending August 31, 2006. If other matters come before the Annual
Meeting the proxies will be voted at the discretion of your directors.
Your proxy may be revoked or changed at any time prior to the Annual Meeting.
You may do this by advising the Secretary of the Company in writing of your
desire to revoke your proxy, or by sending the Secretary another signed proxy
with a later date before the beginning of the Annual Meeting. If you decide to
attend the Annual Meeting and wish to change your proxy vote, you may do so by
voting in person. Attendance at the Annual Meeting will not, by itself, revoke a
proxy.
SOLICITATION OF PROXIES
The solicitation of proxies will be conducted by mail and the Company will bear
the entire cost of solicitation, including the preparation, assembly, printing,
and mailing of this Proxy Statement, the Proxy, and additional solicitation
material furnished to stockholders. The Company has not retained a proxy
solicitor in conjunction with the Annual Meeting. The Company may conduct
further solicitation personally, telephonically or by facsimile through its sole
director who will not receive any additional compensation for assisting with the
solicitation.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders will elect two directors to serve until
the 2006 Annual Meeting of stockholders or until they're respective successors
are elected and qualified. Unless marked otherwise, proxies received will be
voted FOR the election of the two nominees named below. In the event that
additional persons are nominated for election as directors, the proxy holders
intend to vote all proxies received by them in such a manner as will ensure the
election of the two nominees listed below, and in such an event, the specific
nominees to be voted for will be determined by the proxy holders.
Stockholders are not entitled to cumulate voting in the election of directors.
All nominees have consented to serve as directors, if elected. If none of the
nominee is unable or unwilling to serve as a director, at the time of the Annual
Meeting, the persons who are designated as proxies intend to vote, in their
discretion, for such other persons, if any, as may be designated by the
director. As of the date of this Proxy Statement, the directors have no reason
to believe that any of the nominees named below will be unable or unwilling to
serve as a nominee or as a director if elected.
-6-
Both the nominees for director are currently directors of the Company. The
names of persons who are nominees for director, their ages as of the Record
Date, and their positions and offices with the Company are set forth in the
table below:
NOMINEE AGE POSITION AND OFFICE HELD WITH THE COMPANY
----------------- --- -----------------------------------------------
Del Thachuk (1)
69 Chief Executive officer, President and Director
Gordon Brooke (1) 60 NONE
(1) Member of the Audit Committee
BUSINESS EXPERIENCE OF DIRECTOR NOMINEES
DEL THACHUK, has been the President and Director of the Company since its
inception. Del graduated from the Victoria Composite High School in Edmonton,
Alberta before spending nine months articling as a Chartered Accountant student;
but did not complete the course requirements. Subsequently, he worked for two
years for the City of Edmonton as a surveyor before entering professional
football for four years. Del was a player for London Lords in London, Ontario
and then was hired by the Edmonton Eskimos. From 1962 to 1969, he 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 built and sold five houses and approximately thirty
pre-fab. homes. In 1971, Del commenced mining a placer gold properly 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, Del, over the next five years, entered into various mining ventures in
Nevada, Washington State and British Columbia. During the same period of time,
he 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 of
Koken 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 acquired and became
president of a Mine-A-Max Corporation, a company trading on the OTCBB (currently
under the name of Peabodys Coffee Inc.). He is no longer associated with
Peabodys Coffee Inc. For the past five years, Del has been investigating
various business opportunities and assisting individuals in start-up situations.
In 2001, he became the president and a director of Info-Pro Technology Systems
Inc.; a company developing business manuals for sale directly to the public or
on the internet. To date, no sales have been made but the product is now fully
developed.
GORDON BROOKE 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
-7-
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 applications 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 manufacture. 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
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 serve 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.
MEETINGS OF THE BOARD AND BOARD COMMITTEES
Since inception, there has only been one Board of Directors meeting which was
held in February 20, 2004 subsequent to the 2004 Annual General Meeting. There
have been no audit committee meetings to date. Both a Board of Directors
-8-
meeting and Audit Committee meeting will be held subsequent to the 2005 Annual
General Meeting. The Directors are interested in seeking an individual who has
geological qualification who will become a member of the Board of Directors.
This will avoid the use of consultants to explore and determine the potential,
if any, of the Company's mineral property. No such individual has yet been
identified.
In re-electing Gordon Brooke, a Chartered Accountant, to the Board of Directors,
the Company will have a person well qualified to serve on the Audit Committee.
Mr. Brooke expertise and experience include the following:
- An understanding of generally accepted accounting principles and financial
statements;
- The ability to assess the general application of such principals in
connection with the accounting for estimates, accruals and reserves;
- Experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity generally
comparable to those of the Company's financial statements, or experience
actively supervising one or more persons engaged in such activities;
- An understanding of internal controls and procedures for financial
reporting; and
- An understanding of Audit Committee functions.
The Securities Exchange Commission (the "SEC") requires that such attributes
have been acquired through any one or more of the follow ways:
- Education and experience as a principal financial officer, principal
accounting officer, controller, public accountant or auditor or experience
in one or more positions that involve the performance of similar
functions;
- Experience actively supervising a principal financial officer, principal
accounting officer, controller, public accountant, auditor or person
performing similar functions;
- Experience overseeing or assessing the performance of a companies of
public accountants with respect to the preparation, auditing or evaluation
of financial statements; and
- Other relevant experience.
Gordon Brooke's professional experience is consistent with the above noted
requirements.
Besides that the Audit committee, the Company has no other committees at the
present time.
-9-
DIRECTOR COMPENSATION
The Company does not pay fees to its directors for the performance of their
duties as directors of the Company. We do reimburse the directors for their
out-of-pocket expenses incurred in connection with attending to business on
behalf of the Company. We do not compensate our directors for committee
participation. Nevertheless, the Company realizes that its directors do
contribute a service to it and has given recognition to this service by accruing
$200 per month. Basically, this in an accounting entry and the directors will
never be able to be reimbursed in cash or in shares for the amount accrued. The
monthly charge is expensed with an offsetting credit to "Capital in Excess of
Par Value" on the Balance Sheet.
RECOMMENDATION OF YOUR DIRECTOR
Your directors recommend a vote FOR the election of all nominees named above.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT ACCOUNTANTS
Madsen & Associates, CPA's Inc, has audited the Company's financial statements
since the year ended August 31, 2004, and has been appointed by the Company's
directors to continue as the Company's independent accountants for the fiscal
year ending August 31, 2006. Stockholders ratification of the selection of
Madsen & Associates CPAs Inc. as the Company's independent accountants is not
required by the Company's bylaws or otherwise. However, the Directors are
submitting the selection of Madsen & Associates CPA's Inc. for stockholder
ratification as a matter of good corporate practice. The persons name in the
accompanying Proxy will vote the Common Stock represented by the proxy for
ratification of the selection of Madsen & Associates CPA's Inc., unless a
contrary choice has been specified in the Proxy. If the stockholders fail to
ratify the appointment, the Directors will reconsider their selection, although
the Directors would not be required to select different independent public
accountants for the Company. Even if the selection is ratified, the directors,
at discretion of the Board of Directors, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in the Company's and the
stockholders' best interests.
A representative of Madsen & Associates CPA's Inc. is not expected to be present
at the Annual Meeting; therefore, shareholders will not have the opportunity to
make statements, if he or she desires to do so directly, to the independent
public accountants.
RECOMMENDATION OF YOUR DIRECTOR
Your Directors recommend a vote FOR the ratification of the appointment of
Madsen & Associates CPA's Inc. as the Company's independent accountants for the
fiscal year ending August 31, 2006.
-10-
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND
MANAGEMEMT
The following table sets forth certain information regarding the beneficial
ownership of our common stock as of October 31, 2005 for (a) each person we know
to be beneficial owner of five present or more of our common stock, (b) each
director of the Company, (c) each of the executive officers of the Company named
in the Summery Compensation Table of this Proxy Statement (the "named Executive
Officers"), and (d) your Directors and Executive Officers as a group.
Name and Address of Amount of Beneficial Percentage
Beneficial Owner(1) Ownership (2) of Class
------------------------ --------------------- ----------
Del Thachuk. . . . . . . 200,000 (i) 8.8
Maryanne Thachuk . . . . 20,000 (i) .8
Gordon Brooke. . . . . . 50,000 (i) 2.2
Directors and Executive
Officers as a Group. . . 270,000 11.8
(1) Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d of 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 the outstanding shares owned by
the person having such rights, but are not deemed outstanding for the
purpose of the computing the percentage for such other persons. Your
directors and officers do not have any options, warrants, rights or
conversion privileges outstanding.
(i) This stock is restricted since it was issued in compliance with the
exemption from registration provide by Section 4(2) of the Securities Act
of 1933, as amended. After this stock has been held for one year your
directors could sell 1% of the outstanding stock in the Company every three
months. Therefore, this stock can be sold after the expiration of one year
in compliance with provisions rule 144. There are "stock transfer"
restrictions placed against the certificate and a legend has been imprinted
on each stock certificates.
EXECUTIVE OFFICERS
The names, ages and positions of our executive officers are listed below:
Name Age Position
-------- --- ------------------------------------
Del Thachuk. . . 69 Chief Executive Officer and President
Maryanne Thachuk 68 Chief Financial Officer, Chief Accounting Officer
and Secretary Treasurer
The following is a discussion of the business background of Maryanne Thachuk
(refer to page 7 for the business background of Del Thachuk).
MARYANNE THACHUK has been Secretary Treasurer of our Company since its
inception. She graduated from Jasper Place Senior High School in Edmonton in
1954 and then obtained a Certified Secretarial Diploma from McTavish Business
-11-
College. From 1956 to 1960, Maryanne worked for the 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 a 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 Vancouver as the 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. From 1990 to 2001, she worked for the B.C.
Government Department of Education (Surrey School District #36) where she
received specialized training in financial and administrative functions. She
retired in 2001.
Presently the officer identified above serves at the discretion of your Board of
Directors.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
The following summery compensation table indicated the cash and non-cash
compensation earned during the fiscal year ending August 31, 2000 to 2005 by our
Chief Executive Officer and our Chief Financial Officer:
SUMMARY COMPENSATION TABLE (2000-2005)
Annual Compensation Long term Compensation (US Dollars)
-------------------- ---------------------------------------
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 2001 -0- -0- -0- -0- -0- -0-
Chief Executive. . . 2002 -0- -0- -0- -0- -0- -0-
Officer, President . 2003 -0- -0- -0- -0- -0- -0-
And Director . 2004 -0- -0- -0- -0- -0- -0-
2005 -0- -0- -0- -0- -0- -0-
Maryanne Thachuk . . 2001 -0- -0- -0- -0- -0- -0-
Chief Financial. . . 2002 -0- -0- -0- -0- -0- -0-
Officer and. . . . . 2003 -0- -0- -0- -0- -0- -0-
Secretary Treasurer. 2004 -0- -0- -0- -0- -0- -0-
2005 -0- -0- -0- -0- -0- -0-
-12-
There are no stock options either granted or outstanding as at August 31, 2005
from the Incentive Employee Stock Option Plan approved by the shareholders at
the 2004 Annual General Meeting.
The Company is not a party to any employment contracts or collective bargaining
agreements.
SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires that
your directors and executive officers, and persons who own more than ten percent
of our common stock, file with the SEC initial reports of ownership and reports
of change in ownership of our common stock and other equity securities.
Officers, directors and greater-than- ten percent stockholders are required by
SEC regulation to furnish us with copies of all section 16 (a) forms they file.
Specific due dates have been established by the SEC, and we are required to
disclose in this report any failure to file by those dates.
Based upon review of the copies of the Section 16 (a) reports furnished to us,
or written representations from one more of these persons, we believe that there
has been compliance will all section 16 (a) filing requirements applicable to
our officers, director and ten-percent beneficial owners. Del and Maryanne
Thachuk have both filed Form 3 and Del Thachuk has filed a Form 5 for 2003. All
directors and officers have filed reports indicating the shares they have
acquired under a private placement undertaken in September 2005.
AUDIT COMMITTEE
Since the inception of the Company, there have not been any Audit Committee
meetings but the Company does intend to hold an audit committee meeting within
the next several months. Presently, the Audit Committee consists of Del Thachuk
and Gordon Brooke.
The Audit Committee operates under a written charter adopted by Del Thachuk when
he was the sole director. Among its other functions, the Audit Committee
recommends to the Board of Directors, subject to stockholders ratification, the
selection of the Company's independent accountants. Management is responsible
for the Company's internal controls and financial reporting process. The
independent accountants are responsible for performing an independent audit of
the Company's financial statements in accordance with generally accepted
auditing standards and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee this process.
In this context, the Audit Committee members have held discussions with the
independent accountants regarding matters required to be discussed by Statement
on Auditing Standards No. 61.
The Company's independent accountants also provided to the members of the Audit
Committee a written disclosure required by Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees." The Audit Committee
-13-
members discussed with the independent accountants its firm's independence and
considered whether the non-audit services provided by the independent
accountants are compatible with maintaining its independence. The only
non-auditing services provided by the independent accountants were the
preparation of the corporate income tax returns.
Based on the above discussion with the independent accountants, the members of
the Audit Committee has authorized the inclusion of the audited financial
statement in the Company's Annual Report on Form 10-KSB for the year ended
August 31, 2005 as filed with the SEC.
FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL ACCOUNTANTS
AUDIT FEES.
Madsen & Associates CPA's Inc., our independent auditor and principal
accountant, billed the Company a aggregate of $3,585 in fees for professional
services rendered in connection with the audit of our financial statements for
the fiscal year with the audit of our financial statements for the fiscal year
ended August 31, 2005, and the reviews of the financial statements included in
each of our Form 10-QSB filed during the year.
FINANCIAL INFORMATION SYSTEMS AND IMPLEMEMTATION FEES.
Madsen & Associates CPA's Inc. did not perform or bill our Company for
professional services during the fiscal year ended August 31, 2005, in
connection with the design and implementation of financial information systems.
The Audit Committee has concluded that the provision of these services to our
Company is compatible with maintaining Madsen & Associates CPA's Inc.
independence.
TAX FEES
Madsen & Associates CPA's Inc. invoiced the Company $200 for the preparation and
completion of the corporate income tax returns.
DISAGREEMENT WITH THE INDEPENDENT ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
From inception in 1998 to August 31, 2003, the Company's independent accountants
were Sellers and Andersen, LLC of Salt Lake City, Utah. The firm's report for
the period from inception to August 31, 2003 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Company's accountants.
On February 5, 2005, the Company dismissed Sellers & Andersen, LLC from its
position as the Company's independent accountants. Sellers & Andersen, LLC
reported on the Company's financial statements as of and for the years ended
August 31, 2003 and August 31, 2002, contained no adverse opinions or disclaimer
of opinion and were not modified or qualified as to audit scope or accounting
principles, but did contain a modification as to the Company's ability to
continue as a going concern.
-14-
The Company's Board of Directors and Audit Committee participated in and
approved the decision to change independent accountants.
On February 5, 2004, the Company engaged Madsen & Associates, CPA's Inc. to
audit its financial statements for the year ended August 31, 2004. During the
two most recent fiscal years and through August 31, 2003 and August 31, 2002 and
through to February 4, 2004, the Company had 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 the Company's financial statements, and no written report or oral advice
was provided to the Company by concluding there was an important factor to
be considered by the Company 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) or Regulation S-B or an event, as that
term is defined in Item 304 (a)(1)(iv)(B).
Therefore, for the fiscal years ended August 31, 2004 and 2005, our independent
accountants have been Madsen & Associates CPA's Inc.
OTHER MATTERS
The Board of Directors does not know of any other business that may come before
the Annual Meeting, but if any such business is properly presented at the Annual
Meeting, or any adjournments or postponements, the persons named in the enclosed
proxy will vote the proxy and act according to their best judgment.
AVAILABILITY OF INFORMATION
A copy or our Annual Report on Form 10-KSB for the year ended August 31, 2005,
as filed with the SEC, is being mailed to stockholders together with the 2005
Annual Report and Proxy Statement. If stockholders require copies of the
various Form 10-QSB filed during the year they may obtain a copy, without
charge, by writing to Maryanne Thachuk, Standard Capital Corporation, 2429 128th
Street, Surrey, British Columbia, Canada, V4A 3W2.
By Order of the Directors
"Del Thachuk"
E. Del Thachuk
President and Chief Executive Officer
October 31, 2005
-15-
PROXY
STANDARD CAPITAL CORPORATION
2005 ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 18, 2005
THIS PROXY IS SOLICITED ON BEHALF OF YOUR DIRECTORS
THE UNDERSIGNED REVOKES ALL PREVIOUS PROXIES, ACKNOWLEDGES RECEIPT OF THE NOTICE
OF THE STOCKHOLDERS' MEETING TO BE HELD NOVEMBER 18, 2005 AND THE PROXY
STATEMENT, AND APPOINTS DEL THACHUK AND GORDON BROOKE, OR EITHER OF THEM THE
PROXY OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUATION, TO VOTE ALL SHARES
OF COMMON STOCK OF STANDARD CAPITAL CORPORATION, THAT THE UNDERSIGNED IS
ENTITLED TO VOTE, EITHER ON HIS OR HER BEHALF OR ON BEHALF OF AN ENTITY OR
ENTITIES AT THE ANNUAL MEETING OF STOCKHOLDERS OF THE COMPANY TO BE HELD ON
NOVEMBER 18, 2005, AND AT ANY ADJOURMENT OR POSTPONMENT THEREOF, WITH THE SAME
FORCE AND EFFECT AS THE UNDERSIGNED MIGHT OR COULD DO IF PERSONALLY PRESENT. THE
SHARES REPRESENTED BY THIS PROXY ARE AS OF OCTOBER 31, 2005, AND SHALL BE VOTED
IN THE MANNER SET FORTH BELOW:
PLEASE MARK, DATE AND SIGN IN THE SPACE PROVIDED BELOW AND RETURN PROPTLY USING
THE ENCLOSED STAMPED SELF-ADDRESSED ENCLOSED ENVELOPE.
THE SHARES REPRESENTED BY THIS PROXY MAY BE VOTED ON THE ITEMS BELOW BY MARKING
AN "X" IN THE SPACE PROVIDED FOR THAT PURPOSE. UNLESS OTHERWISE SPECIFIED, THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED FOR PROPOSAL 1-2, AND WILL BE VOTED
IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURMENT OR POSTPONEMENT THEREOF.
1. To elect the following nominees as directors to serve until the next Annual
Meeting or until their successors have been elected and qualified:
E. Del Thachuk FOR AGAINST ABSTAIN
Gordon Brooke FOR AGAINST ABSTAIN
2. To ratify the selection of Madsen & Associates CPA's Inc. as the Company's
independent accountants:
FOR AGAINST ABSTAIN
-16-
Please sign your name exactly as it appears herein. If acting as an attorney,
executor, trustee, or in other capacity, sign name and title.
Dated: ____________________ , 2005
--------------------------------
(signature)
--------------------------------
(print name)
--------------------------------
(address)
--------------------------------
--------------------------------
-17-