AS FILED WITH THE COMMISSION ON NOVEMBER 10, 2005 FILE NO. 333 ----
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(AMENDMENT NO. )
STANDARD CAPITAL CORPORATION
----------------------------
(Name of small business issuer in its charter)
Delaware 1099 91-1949078
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employee
incorporation or organization) Classification Code Number) Identification No.)
2429 - 128th Street, Surrey, B.C., Canada, V4A 3W2
Telephone: (604) 538-4898
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(Address and telephone number of principal executive offices)
2429 - 128th Street, Surrey, British Columbia, Canada, V4A 3W2
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(Address of principal place of business or intended principal place of business)
The Company Corporation, 1013 Centre Road, Wilmington, DE 19805
Telephone (302) 636-5440
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(Name, address and telephone number of agent of service)
Copies to:
Conrad C. Lysiak, Esq., 601 West First Avenue,
Suite 503, Spokane, Washington 99201
Telephone: (509) 624-1475
---------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement of the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462 (d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH NUMBER OF PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES SHARES TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION FEE
TO BE REGISTERED REGISTERED PRICE PER SHARE (I) (II) OFFERING PRICE (iii)
------------------- ------------ ------------------------ ------------------ ------------------
Common stock. . 855,000 $ 0.05 $ 42,750 $ 100
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(i) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) of the Securities Act of 1933.
(ii) There is no public market for the securities of Standard Capital
Corporation. Our common stock is not traded on any national exchange and in
accordance with Rule 457, the offering price was determined by the offering
price for shares of Standard Capital Corporation sold to subscribers by way
of a private placement offering memorandum. The price of $0.05 is a fixed
price at which the selling security holders may sell their shares unless
our common stock is subsequently quoted on the OTC Bulletin Board at which
time the shares may be sold at prevailing market prices or privately
negotiated prices.
(iii) Fee calculated in accordance with Rule 457(o) of the Securities Act of
1933.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8 (a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8 (a),
may determine.
Prospectus Subject to Completion
Date: November 10,2005
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL SECURITIES AND IT IS NOT SOLICITING AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFERING OR SALE IS NOT
PERMITTED.
STANDARD CAPITAL CORPORATION
Offering Price: $ 0.05 per share
Offering by Selling Security Holders: 855,000 Shares of Common Stock
We are registering 855,000 common shares for resale by the selling security
holders identified in this prospectus. We will not receive any of the proceeds
for the sale of the shares by the selling security holders. We will pay all
expenses in connection with this offering, other than commissions and discounts
of underwriters, dealers or agents. The shares are being registered to permit
public secondary trading of the shares being offered by the selling security
holders named in this prospectus. The number of shares of Standard Capital
Corporation being registered by selling security holders is 37.4% of the
company's currently issued and outstanding share capital.
The selling security holders will sell at a price of $0.05 per share, provided
that if our shares are subsequently quoted on the OTC Bulletin Board selling
security holders may sell at prevailing market prices or privately negotiated
prices.
There is no public market for Standard Capital Corporation's common stock.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. THE READER SHOULD
CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING "RISK FACTORS"
BEGINNING AT PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
DEALER PROSPECTUS DELIVERY INSTRUCTIONS
Until , 2005 all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
The date of this prospectus is November , 2005.
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TABLE OF CONTENTS
Summary of Prospectus 3
Risk Factors 5
Use of Proceeds 12
Determination of Offering Price 13
Selling Security Holders 13
Plan of Distribution; Terms of the Offering 15
Business 16
Management's Discussion and Analysis or Plan of Operations 21
Management 26
Executive Compensation 30
Principal Shareholders 32
Description of Securities 33
Certain Transactions 36
Litigation 37
Interest of Named Experts and Counsel 37
Market For Common Shares & Related Shareholder Matters 37
Additional Information 37
Change in Accountants 38
Financial Statements 38
Undertakings 50
Signatures 51
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SUMMARY OF PROSPECTUS
This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information you should consider before
making a decision to purchase the shares our selling security holders are
offering. You should very carefully and thoroughly read the more detailed
information in this prospectus and review our financial statements and all other
information that is incorporated by reference in this prospectus.
In this prospectus we refer to 'Standard Capital Corporation' variously as,
"Standard", "the Company", "we", "our" and "us".
OUR BUSINESS
The Company was incorporated in the State of Delaware on September 24, 1998. Our
fiscal year end is August 31. Our executive offices are located at 2429 - 128th
Street, Surrey, British Columbia, Canada, V4A 3W2. Our telephone number is (604)
538-4898 and the fax number is (604) 538-5939. The Company does not have any
subsidiaries, affiliated companies or joint venture partners.
We are a start-up mineral company in the pre-exploration stage. We are the
beneficial owner of a 100% interest in the Standard mineral claim (the "Standard
Claim") located in British Columbia, Canada. Although we are in possession of a
signed, registerable Bill of Sale Absolute transferring all right, title and
interest in the claim to us, title remains recorded in the name of Edward Skoda.
That is because the Province of British Columbia requires that all mineral
claims be held in (i) the name of a resident of the Province, or (ii) by a
company either incorporated in British Columbia or extra-provincially
incorporated. At the present time, we do not wish to incur the cost,
approximately $385, to extra-provincially incorporate in British Columbia. In
addition, the cost of a 'Free Miner's License', a prerequisite to our being able
to register tile to the Standard Claim, is a further $400 whereas there is no
cost to us using Edward Skoda's Free Miner's License to hold the Standard Claim.
Beneficial ownership of the Standard Claim confers on us the rights to the
minerals on the Standard Claim except for placer minerals or coal. We do not
own the land itself since it is held in the name of the "Crown", i.e. the
Province of British Columbia, Canada. We do not have the right to harvest any
timber on the Standard Claim.
We own no other mineral property. There can be no assurance that a commercially
viable mineral deposit, an ore reserve, exists on the Standard Claim or can be
shown to exist unless and until sufficient and appropriate exploration work is
carried out and a comprehensive evaluation of such work concludes economic and
legal feasibility. We have conducted minimal exploration work on the Standard
Claim, expending approximately $ 12,600 on preliminary exploration work to date.
In order to conduct significant exploration work on the Standard Claim we must
raise additional capital.
THE OFFERING
Common shares offered 855,000 offered by the selling security
holders detailed in the section of the
Prospectus entitled "Selling Security
Holders" beginning on page 13
Common shares outstanding 2,285,000
as of the date of this Prospectus
Use of proceeds We will not receive any proceeds from the
sale of our common shares by the selling
security holders
Plan of Distribution The offering is made by the selling
security holders named in this Prospectus
to the extent they sell shares. Sales may
be made at $0.05 per share, provided that
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if all our shares are subsequently traded
on the OTC Bulletin Board, selling
security holders may sell at market or
privately negotiated prices.
Risk Factors You should carefully consider all the
information in this Prospectus. In
particular, you should evaluate the
information set forth in the section of
the Prospectus entitled "Risk Factors"
beginning on page 5 before deciding
whether to purchase the common shares.
SELECTED FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information set out in our audited financial statements filed with
this prospectus:
As of As of
August 31, August 31,
2005 2004
(Audited) (Audited)
----------- -------------
Statement of Expenses Information:
Revenue . . . . . . . . . . . . . . $ Nil $ Nil
Net Losses (105,389) (92,284)
Total Operating Expenses 105,389 92,284
Staking and Exploration Costs 12,636 9,566
General and Administrative 92,753 82,718
As of .. . . . As of
August 31, 2005 . . August 31, 2004
(Audited) (Audited)
--------------- -----------------
Balance Sheet Information:
Cash 103 68
Total Assets 103 68
Total Liabilities 73,042 64,102
Stockholders Equity (deficit) (105,389) (92,284)
Subsequent to August 31, 2005, the date of our most recent audited financial
statements, Standard completed a private placement pursuant to Regulation S of
the Securities Act of 1933, whereby 990,000 common shares were sold at the price
of $0.05 per share to raise $49,500. Of these funds $17,756 remains in cash as
of October 31, 2005, with the balance of $26,774 having been expended as
follows:
Payment of outstanding accounts payable:
Independent auditors $ 8,400
Office expenses 681
Transfer agent 4,000
Previous exploration expenses 2605
----- $ 15,686
Consulting fees - preparation of SB-2 7,500
Automobile expenses paid to the President 888
Assessment work on the Standard claim 3,100
Legal 2,500
Independent auditors - August 31, 2005 financial statements 2,100
----
Amount paid from funds raised on private placement $ 31,774
======
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RISK FACTORS
AN INVESTMENT IN OUR SECURITIES INVOLVES AN EXCEPTIONALLY HIGH DEGREE OF RISK
AND IS EXTREMELY SPECULATIVE. IN ADDITION TO THE OTHER INFORMATION REGARDING
STANDARD CONTAINED IN THIS PROSPECTUS, YOU SHOULD CONSIDER MANY IMPORTANT
FACTORS IN DETERMINING WHETHER TO PURCHASE THE SHARES BEING OFFERED. THE
FOLLOWING RISK FACTORS REFLECT THE POTENTIAL AND SUBSTANTIAL MATERIAL RISKS
WHICH COULD BE INVOLVED IF YOU DECIDE TO PURCHASE SHARES IN THIS OFFERING.
RISKS ASSOCIATED WITH OUR COMPANY:
1. BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION AND BECAUSE OUR
OFFICERS AND DIRECTORS WILL NOT LOAN ANY MONEY TO US, WE MAY NOT BE ABLE TO
ACHIEVE OUR OBJECTIVES AND MAY HAVE TO SUSPEND OR CEASE EXPLORATION
ACTIVITY.
Our auditors' report on our 2005 financial statements expressed an opinion that
substantial doubt exists as to whether we can continue as an ongoing business
for the next twelve months. Because our officers and directors are unwilling to
loan or advance capital to us, we believe that if we do not raise additional
capital through the issuance of treasury shares, we will be unable to conduct
exploration activity and may have to cease operations and go out of business.
2. BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, IN ALL PROBABILITY OUR PROPERTY DOES NOT CONTAIN ANY
RESERVES, AND ANY FUNDS SPENT ON EXPLORATION WILL BE LOST.
Because the probability of an individual prospect ever having reserves is
extremely remote, in all probability our property, the Standard Claim, does not
contain any reserves, and any funds spent on exploration will be lost. If we
cannot raise further funds as a result, we may have to suspend or cease
operations entirely which would result in the loss of your investment.
3. WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE
INTO THE FUTURE. AS A RESULT, WE MAY HAVE TO SUSPEND OR CEASE EXPLORATION
ACTIVITY OR CEASE OPERATIONS.
We were incorporated in 1998 and our limited exploration activities have not
generated any revenues. We have an insufficient exploration history upon which
to properly evaluate the likelihood of our future success or failure. Our net
loss from inception to August 31, 2005, the date of our most recent audited
financial statements is $105,389. Our ability to achieve and maintain
profitability and positive cash flow in the future is dependent upon
- our ability to locate a profitable mineral property
- our ability to locate an economic ore reserve
- our ability to generate revenues
- our ability to reduce exploration costs
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues will cause us
to go out of business.
4. BECAUSE OUR OFFICERS AND DIRECTORS DO NOT HAVE TECHNICAL TRAINING OR
EXPERIENCE IN STARTING, AND OPERATING AN EXPLORATION COMPANY NOR IN
MANAGING A PUBLIC COMPANY, WE WILL HAVE TO HIRE QUALIFIED PERSONNEL TO
FULFILL THESE FUNCTIONS. IF WE LACK FUNDS TO RETAIN SUCH PERSONNEL, OR
CANNOT LOCATE QUALIFIED PERSONNEL, WE MAY HAVE TO SUSPEND OR CEASE
EXPLORATION ACTIVITY OR CEASE OPERATIONS WHICH WILL RESULT IN THE LOSS OF
YOUR INVESTMENT.
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Because our officers and directors are inexperienced with exploring for minerals
and starting, and operating a mineral exploration company, we will have to hire
qualified persons to perform surveying, exploration, and excavation of our
property. Our officers and directors have no direct training or experience in
these areas and as a result may not be fully aware of many of the specific
requirements related to working within the industry. Their decisions and choices
may not take into account standard engineering or managerial approaches, mineral
exploration companies commonly use. Consequently our exploration, earnings and
ultimate financial success could suffer irreparable harm due to certain of
management's lack of experience in this industry. Additionally, our officers
and directors have no direct training or experience in managing and fulfilling
the regulatory reporting obligations of a 'public company' like Standard.
Unless our two part time officers are willing to spend more time addressing
these matters, we will have to hire professionals to undertake these filing
requirements for Standard and this will increase the overall cost of operations.
As a result we may have to suspend or cease exploration activity, or cease
operations altogether, which will result in the loss of your investment.
5. WE HAVE NO KNOWN ORE RESERVES. WITHOUT ORE RESERVES WE CANNOT GENERATE
INCOME AND IF WE CANNOT GENERATE INCOME WE WILL HAVE TO CEASE EXPLORATION
ACTIVITY WHICH WILL RESULT IN THE LOSS YOUR INVESTMENT.
We have no known ore reserves. Even if we find gold mineralization we cannot
guarantee that any gold mineralization will be of sufficient quantity so as to
warrant recovery. Additionally, even if we find gold mineralization in
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold mineralization is recoverable, we
cannot guarantee that this can be done at a profit. Failure to locate gold
deposits in economically recoverable quantities will mean we cannot generate
income. If we cannot generate income we will have to cease exploration
activity, which will result in the loss of your investment.
6. IF WE DON'T RAISE ENOUGH MONEY FOR EXPLORATION, WE WILL HAVE TO DELAY
EXPLORATION OR GO OUT OF BUSINESS, WHICH WILL RESULT IN THE LOSS OF YOUR
INVESTMENT.
We are in the very early pre-exploration stage. We need to raise additional
capital to undertake our planned exploration activity. You may be investing in
a company that will not have the funds necessary to conduct any exploration
activity whatsoever due to our inability to raise additional capital. If that
occurs we will have to delay exploration or cease our exploration activity and
go out of business which will result in the loss of your investment.
7. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR
EXPLORATION AND AS A RESULT MAY NOT FIND AN ORE BODY. WITHOUT AN ORE BODY,
WE CANNOT GENERATE REVENUES AND YOU WILL LOSE YOUR INVESTMENT.
Any potential development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified engineers and geologists. Because we are
small and do not have much capital, we must limit our exploration activity
unless and until we raise additional capital.
Any decision to expand our operations on our exploration property will involve
the consideration and evaluation of several significant factors including, but
not limited to:
- Costs of bringing the property into production including exploration work,
preparation of production feasibility studies, and construction of
production facilities;
- Availability and costs of financing;
- Ongoing costs of production;
- Market prices for the minerals to be produced;
- Environmental compliance regulations and restraints; and
- Political climate and/or governmental regulation and control.
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Such programs will require very substantial additional funds. Because we may
have to limit our exploration, we may not find an ore body, even though our
property may contain mineralized material. Without an ore body, we cannot
generate revenues and you will lose your investment.
8. WE MAY NOT HAVE ACCESS TO ALL OF THE SUPPLIES AND MATERIALS WE NEED TO
BEGIN EXPLORATION WHICH COULD CAUSE US TO DELAY OR SUSPEND EXPLORATION
ACTIVITY.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration. We have not attempted to locate or negotiate with any suppliers of
products, equipment or materials. We will attempt to locate products, equipment
and materials as and when we are able to raise the requisite capital. If we
cannot find the products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we need.
9. BECAUSE OUR OFFICERS AND DIRECTORS HAVE OTHER OUTSIDE BUSINESS ACTIVITIES
AND MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF THEIR TIME TO OUR
EXPLORATION ACTIVITY, OUR EXPLORATION ACTIVITY MAY BE SPORADIC WHICH MAY
RESULT IN PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION.
Our President and CEO, will be devoting only 15% of his time, approximately 15
hours per month, to our operations our business. Our Secretary-Treasurer and
our other director will be devoting only 5 to 10 hours per month to our
operations. As a consequence our business may suffer. For example, because
our officers and directors have other outside business activities and may not be
in a position to devote a majority of their time to our exploration activity,
our exploration activity may be sporadic or may be periodically interrupted or
suspended. Such suspensions or interruptions may cause us to cease operations
altogether and go out of business.
10. TITLE TO THE STANDARD CLAIM IS REGISTERED IN THE NAME OF ANOTHER PERSON.
FAILURE OF THE COMPANY TO OBTAIN GOOD TITLE TO THE CLAIM WILL RESULT IN OUR
HAVING TO CEASE OPERATIONS.
Title to the property we intend to explore is not held in our name. Title to the
Standard Claim is recorded in the name of Edward Skoda, an arms-length mining
consultant. In the event Edward Skoda was to grant a third party a deed of
ownership, by way of Bill Sale Absolute, which was subsequently registered prior
to our deed, that third party would obtain good title and we would have nothing.
Similarly, if Edward Skoda were to grant an option to a third party, that party
would be able to enter the claims, carry out certain work commitments and earn
right and title to the claims and we would have little recourse against such
third party even though we would be harmed, would not own any property and would
have to cease operations. Although we would have recourse against Edward Skoda
in the situations described, there is a question as to whether that recourse
would have specific value.
11. A MATERIAL RISK OF THE COMPANY MAY BE THE LACK OF TIMELY REPORTING TO THE
SEC.
The Company has consistently been late in filing its Forms 10K-SB and 10Q-SB
with the SEC. It did not file any reports with the SEC from April 22, 2004 to
October 17, 2005 due to the Company having a lack of funds to pay its
independent auditors. Therefore, we were a late filer as defined under Rule
12b-25(b)(2)(ii). With management not devoting significant time to the affairs
of the Company, there is the strong possibility the lack of timely reporting may
be a material risk to the Company in that its shares may be halted on the OTC
Bulletin Board, when and if they are quoted, either for a period of time or
permanently, if Standard consistently files late. Investors should consider
whether or not they wish to invest in the shares of a company where its present
management has been a late filer with the SEC.
-7-
RISKS ASSOCIATED WITH THIS OFFERING:
12. BECAUSE WE MAY BE UNABLE TO MEET PROPERTY MAINTENANCE REQUIREMENTS OR
ACQUIRE NECESSARY MINING LICENSES, WE MAY LOSE OUR INTEREST IN THE STANDARD
CLAIM.
In order to maintain our interest in the Standard Claim we must make an annual
payment and/or expend certain minimum amounts on the exploration of the mineral
claim. If we fail to make such payments or expenditures in a timely fashion, we
may lose our interest in the mineral claim. Further, even if we do complete
exploration activities, we may not be able to obtain the necessary licenses to
conduct mining operations on the properties, and thus would realize no benefit
from exploration activities on the properties.
13. BECAUSE MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE INHERENTLY
RISKY, WE MAY BE EXPOSED TO ENVIRONMENTAL LIABILITIES. IF SUCH AN EVENT
WERE TO OCCUR IT MAY RESULT IN A LOSS OF YOUR INVESTMENT.
The business of mineral exploration and extraction involves a high degree of
risk. Few properties that are explored are ultimately developed into production.
At present, the Standard Claim does not have a known body of commercial ore.
Unusual or unexpected formations, formation pressures, fires, power outages,
labour disruptions, flooding, explosions, cave-ins, landslides and the inability
to obtain suitable or adequate machinery, equipment or labour are other risks
involved in extraction operations and the conduct of exploration programs. We do
not carry liability insurance with respect to our mineral exploration operations
and we may become subject to liability for damage to life and property,
environmental damage, cave-ins or hazards. There are also physical risks to the
exploration personnel working in the rugged terrain of British Columbia, often
in poor climatic conditions. Previous mining exploration activities may have
caused environmental damage to the Standard Claim. It may be difficult or
impossible to assess the extent to which such damage was caused by us or by the
activities of previous operators, in which case, any indemnities and exemptions
from liability may be ineffective. If the Standard Claim is found to have
commercial quantities of ore, we would be subject to additional risks respecting
any development and production activities. Most exploration projects do not
result in the discovery of commercially mineable deposits of ore.
14. NO MATTER HOW MUCH MONEY IS SPENT ON THE STANDARD CLAIM, THE RISK IS THAT
WE MIGHT NEVER IDENTIFY A COMMERCIALLY VIABLE ORE RESERVE.
No matter how much money is spent over the years on the Standard Claim, we might
never be able to find a commercially viable ore reserve. Over the coming years,
we could spend a great deal of money on the Standard Claim without finding
anything of value. There is a high probability the Standard Claim does not
contain any reserves so any funds spent on exploration will probably be lost.
15. EVEN WITH POSITIVE RESULTS DURING EXPLORATION, THE STANDARD CLAIM MIGHT
NEVER BE PUT INTO COMMERCIAL PRODUCTION DUE TO INADEQUATE TONNAGE, LOW
METAL PRICES OR HIGH EXTRACTION COSTS.
We might be successful, during future exploration programs, in identifying a
source of minerals of good grade but not in the quantity, the tonnage, required
to make commercial production feasible. If the cost of extracting any minerals
that might be found on the Standard Claim is in excess of the selling price of
such minerals, we would not be able to develop the Standard Claim. Accordingly
even if ore reserves were found on the Standard Claim, without sufficient
tonnage we would still not be able to economically extract the minerals from the
Standard Claim in which case we would have to abandon the Standard Claim and
seek another mineral claim to develop, or cease operations altogether.
16. BECAUSE WE HAVE NOT PUT A MINERAL DEPOSIT INTO PRODUCTION BEFORE, WE WILL
HAVE TO ACQUIRE OUTSIDE EXPERTISE. IF WE ARE UNABLE TO ACQUIRE SUCH
EXPERTISE WE MAY BE UNABLE TO PUT OUR PROPERTY INTO PRODUCTION AND YOU MAY
LOSE YOUR INVESTMENT.
We have no experience in placing mineral deposit properties into production, and
our ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
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companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.
17. WITHOUT A PUBLIC MARKET THERE IS NO LIQUIDITY FOR OUR SHARES AND OUR
SHAREHOLDERS MAY NEVER BE ABLE TO SELL THEIR SHARES WHICH WOULD RESULT IN A
TOTAL LOSS OF THEIR INVESTMENT.
Our common shares are not listed on any exchange or quotation system and do not
have a market maker which results in no market for our shares. Therefore, our
shareholders will not be able to sell their shares in an organized market place
unless they sell their shares privately. If this happens, our shareholders
might not receive a price per share which they might have received had there
been a public market for our shares. It is our intention to apply for a
quotation on the OTC Bulletin Board ("OTCBB") whereby:
- We will have to be sponsored by a participating market maker who will file
a Form 211 on our behalf since we will not have direct access to the NASD
personnel; and
- We will not be quoted on the OTCBB unless we are current in our periodic
reports; being at a minimum Forms 10K-SB and 10Q-SB, filed with the SEC or
other regulatory authorities.
Presently, we estimate the time it will take us to become effective with this
prospectus will be six months plus twelve to eighteen additional weeks to be
approved for a quotation on the OTCBB. However, we cannot be sure we will be
able to obtain a participating market maker or be approved for a quotation on
the OTCBB. If this is the case, there will be no liquidity for the shares of
our shareholders.
18. EVEN IF A MARKET DEVELOPS FOR OUR SHARES OUR SHARES MAY BE THINLY TRADED,
WITH WIDE SHARE PRICE FLUCTUATIONS, LOW SHARE PRICES AND MINIMAL LIQUIDITY.
If a market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:
- Potential investors' anticipated feeling regarding our results of
operations;
- Increased competition and/or variations in mineral prices;
- Our ability or inability to generate future revenues; and
- Market perception of the future of the mineral exploration industry.
In addition, if our shares are traded on the OTCBB, our share price may be
impacted by factors that are unrelated or disproportionate to our operating
performance. Our share price might be affected by general economic, political
and market conditions, such as recessions, interest rates or international
currency fluctuations. In addition, even if our stock is approved for quotation
by a market maker through the OTCBB, stocks traded over this quotation system
are usually thinly traded, highly volatile and not followed by analysts. These
factors, which are not under our control, may have a material effect on our
share price.
19. WE ANTICIPATE THE NEED TO SELL ADDITIONAL TREASURY SHARE IN THE FUTURE
MEANING THAT THERE WILL BE A DILUTION TO OUR EXISTING SHAREHOLDERS
RESULTING IN THEIR PERCENTAGE OWNERSHIP IN THE COMPANY BEING REDUCED
ACCORDINGLY.
We expect that the only way we will be able to acquire additional funds is
through the sale of our common stock. This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the Company is
reduced. The magnitude of this dilution effect will be determined by the number
of shares we will have to issue in the future to obtain the funds required.
-9-
20. BECAUSE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE
DIFFICULTY RESELLING YOUR SHARES.
Our shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS
The following represents various geological and technical terms used in this
prospectus which the reader may not be familiar with.
WORD DEFINITION
------ ------------------
Andesite A dark-colored, fine-grained rock that, when porphyritic , contains phenocrysts
composed primarily of zoned sodic plag and one or more mafic minerals.
Argillite A compact rock, derived either from mudstone (clay or siltstone) or shale, that
has undergone a somewhat higher degree of induration than mudstone or shale but
is less clearly laminated and without fissility, and lacks cleavage distinctive
of slate.
Arsenopyrite A monoclinic mineral most common arsenic mineral and principal ore of arsenic,
occurs in many sulfide ore deposits, particularly those containing lead, silver
and gold.
Assay. . . . . Method used to test the composition of a mineral sample - expressed in "ounces
per ton" or " parts per million".
Bornite . . . An isometic mineral brownish bronze in color and is a valuable source of copper.
Breccia A coarse-grained clastic rock, composed of angular broken rock fragments held
together by a mineral cement or in a fine grained matrix.
Carbonate A salt or ester of carbonic acid (exist only in solution and reacting with bases
to form carbonates).
Chert A fine grained silicious rock.
Claim A portion of mining ground held under the Provincial laws by Standard Capital
Corporation, by virtue of one location and record where it has the mineral rights
to all minerals thereon except coal.
Deposit Mineral deposit or ore deposit is used to designate a natural occurrence of a
useful mineral, or an ore, in sufficient extent and degree of concentration to
invite exploration.
Dips The angle at which a bed, stratum, or vein is inclined from the horizontal,
measured perpendicular to the strike and in vertical plane.
Fissure A fracture or crack in rock which there is a distinct separation.
Geophysical The exploration of an area in which geophysical properties and relationships unique
Surveys to the area and mapped by one or more geophysical methods - in boreholds, airborne
Or satellite platforms.
-10-
Granodiorite A group of coarse-grained plutonic rocks intermediate in composition between quartz
diorite and quartz monzonite, and potassium fledspar, with biolitre, hornblende,
or, more rarely, pyroxene, as the mafic component.
Greenstone A field term applied to any compact dark-green altered or metamorphosed basic
igneous rock that owes its color to the presence of chorite, actinolite or
epidote.
Igneous rock. A rock or mineral that solidified from molten or partly molten material.
Mafic Pertaining to or composed of the ferrmagnesion rock-forming silicates, said of
some igneous rocks and their constituent minerals.
Metamorphic The mineralogical, chemical, and structural adjustment of solid rocks to physical
and chemical conditions that have generally been imposed at depth below the
surface zones of weathering and cementation, and that differ from the conditions
under which the rocks in question originated.
Mineralization Potential economic concentration of commercial metals occurring in nature.
Ore The natural occurring mineral from which a mineral or minerals of economic value
can be extracted profitable or to satisfy
Placer gold Gold eroded from its original host rock and re-deposited in gravel beds by stream
action.
Pryite A pale bronze or brass yellow metal with a hardness of 6.0 to 6.5 which is often
called "fool's gold".
Quartz It is the most common of all solid minerals and may be colorless and transparent.
Reserve (1) That part of a mineral deposit which could be economically and legally extracted
or produced at the time the reserve is determined.
(2) Proven: Reserves for which (a) quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quality are computed
from the results of detailed sampling and (b) the site for inspection, sampling
and measurement are spaced so closely and the geologic character is so well
defined that size, shape, depth and mineral content of reserves are well-established.
Reserve (3) Probable: Reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven (measure) reserves, but the site for
inspection, sampling, and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than for proven
(measured) reserves, is high enough to assume continuity between points of
observation.
Sediments Solid fragmental material that originates from weathering of rocks and is transported
or deposited by air, water, or ice, or that accumulates by other natural agents,
such as chemical precipitation from solutions or secretion by organisms, and forms
in layers on the Earth's surface at ordinary temperatures in a loose, unconsolidated
form.
Shear A deformation resulting from stresses that cause or tend to cause contiguous parts of
a body to slide relatively to each other in a direction parallel to their plane of
contact.
-11-
Siliceous Said of a rock containing free silica or, in the case of volcanic glass, silica in
the norm.
Soil sample A sample of surface material analyzed by lab techniques to test the content of trace
elements occurring in nature: copper, lead, zinc, etc.
Veins A zone or belt of mineralized rock lying within boundaries clearly separating it from
neighboring rocks.
Volcanic Characteristic of, pertaining to, situated in or upon, formed in, or derived from
volcanoes.
Zone A belt, band, or strip of earth materials, however disposed; characterized as distinct
from surrounding parts by some particular secondary enrichment.
FOREIGN CURRENCY AND EXCHANGE RATES
---------------------------------------
Our sole mineral claim is located in British Columbia, Canada and costs
expressed in the geological report on the claims are expressed in Canadian
Dollars. For purposes of consistency and to express United States Dollars
throughout this registration statement, Canadian Dollars have been converted
into United States currency at the rate of US $1.00 being approximately equal to
Cdn $1.20or Cdn. $1.00 being approximately equal US $0.80 which is the
approximate average exchange rate during recent months and which is consistent
with the incorporated financial statements.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and
sold from time to time by the selling stockholders. We will not receive any
proceeds from the sale of shares of common stock in this offering.
However, we have agreed to pay the expenses of registering the securities
covered by this Prospectus. Management expects such expenses to total $18,850
as detailed below:
Expenses of this offering paid to date:
SEC filing fees $ 100
Consulting fees for SB-2 preparation 7,500
Attorney fee for opinion letter 2,500
Independent auditors 2,100
-----
Offering expenses incurred to date $ 12,200
Management expects to incur the following additional
expenses in connection with this offering:
Preparation of SB-2 (consulting fees, balance owing) 2,500
Independent auditors and accountant (i) 3,750
Office - printing and photocopying 400
-------
Offering Expenses to be incurred 6,650
-------
Total: $ 18,850
======
(i) Estimate of fees for preparation of interim financial statements which may
be required to be filed with this registration statement. We have budgeted
for preparation of interim financial statements for the periods ending
November 30, 2005, February 28, 2006 and May 31, 2006.
-12-
DETERMINATION OF OFFERING PRICE
There is no established public market for our common equity being registered.
The offering price of the shares offered by selling security holders should not
be considered as an indicator of the future market price of the securities.
The facts considered in determining the offering price were Standard's financial
condition and prospects, its lack of operating history and general conditions of
the securities market. The offering price should not be construed as an
indication of, and was not based upon, the actual value of Standard. The
offering price bears no relationship to Standard's book value, assets or
earnings or any other recognized criteria of value and could be considered to be
arbitrary.
The selling shareholders are free to offer and sell their common shares at such
times and in such manner as they may determine. The types of transactions in
which the common shares are sold may include negotiated transactions. Such
transactions may or may not involve brokers or dealers. The selling security
holders are expected to sell their shares at the offering price of $0.05 per
share unless and until our shares are quoted on the OTCBB or the "Pink Sheets"
following which selling security holders may sell their shares at the market
price. The selling security holders have advised us that none have entered into
agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares. The selling security holders do
not have an underwriter or coordinating broker acting in connection with the
proposed sale of the common shares. We will pay all of the expenses of the
selling security holders, except for any broker dealer or underwriter
commissions, which will be paid by the security holder.
SELLING SECURITY HOLDERS
The selling security holders named in this prospectus, all of whom are residents
of British Columbia, Canada, are offering for sale 855,000 shares of common
stock of the Company. Standard will not receive any proceeds from the sale of
shares by selling security holders. The shares being offered by the selling
security holders were acquired from Standard in an offering, exempt from
registration pursuant to Regulation S of the Securities Act of 1933, completed
on September 30, 2005. None of our directors or officers will be engaged in any
selling efforts on behalf of the selling security holders.
The selling security holders have furnished all information with respect to
share ownership. The shares being offered are being registered to permit public
secondary trading of the shares and each selling security holder may offer all
or part of the shares owned for resale from time to time. A selling security
holder is under no obligation, however, to sell any shares immediately pursuant
to this prospectus, nor are the selling security holders obligated to sell all
or any portion of the shares at any time. Therefore, no assurance can be given
by Standard as to the number of shares of common stock that will be sold
pursuant to this prospectus or the number of shares that will be owned by the
selling security holders upon termination of the offering.
The following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling security holders, including:
- The number of shares owned by each prior to this offering;
- The total number of shares that are to be offered for each;
- The total number of shares that will be owned by each upon completion
of the offering; and
- The percentage owned by each upon completion of the offering.
To the best of our knowledge, the named parties in the table beneficially own
and have sole voting and investment power over all shares or rights to their
shares. We have based the percentage owned by each on our 2,285,000 shares of
common stock outstanding as of the date of this prospectus. Of the 855,000
shares offered for sale (37.4% of our issued shares), 35,000 (1.5% of our issued
shares) are offered by the Company's three officers and directors:
-13-
Common Stock Common stock Common Stock
Beneficially Owned Offered Beneficially Owned
Prior to Hereby Following the
Name of Shareholder Offering Offering (1)
------------------- ----------------- ------------ -------------------
No. of Shares % No. of Shares %
------------- - ------------- -
Charlene Abrahams 89,000 3.89 65,000 24,000 1.05
Stacey Bligh 65,000 2.84 55,000 10,000 0.45
Randy Contoli 60,000 2.63 50,000 10,000 0.45
Raymond Contoli 60,000 2.63 50,000 10,000 0.45
Charles Hethey 100,000 4.38 80,000 20,000 0.90
Mary Hethey 100,000 4.38 80,000 20,000 0.90
Carol Krushnisky 90,000 3.94 70,000 20,000 0.90
Ray Levesque 86,000 3.76 70,000 16,000 0.70
Carsten Mide 60,000 2.63 50,000 10,000 0.45
Raymond W. Sept 79,000 3.46 60,000 19,000 0.83
Del Thachuk (2) 200,000 8.75 20,000 180,000 5.03
Philip Yee 85,000 3.72 65,000 20,000 0.9
Gordon Brooke (3) 50,000 2.19 10,000 40,000 1.75
Maryanne Thachuk (4) 20,000 5,000 15,000 0.7
Jian Guan 25,000 1.1 25,000 Nil Nil
Sherry Laframboise 25,000 1.1 25,000 Nil Nil
Rick Fvoco 15,000 0.7 15,000 Nil Nil
Barry Steib 25,000 1.1 25,000 Nil Nil
Diane Sanders . . 25,000 1.1 25,000 Nil Nil
Eleonore Conway. . 10,000 0.4 10,000 Nil Nil
--------- -------
Total . . . . . . 1,269,000 855,000
========= =======
(1) These figures assume all shares offered by selling security holders are in
fact sold.
(2) Del Thachuk is our President, Chief Executive Officer and a director.
(3) Gordon Brooke is our Chief Financial Officer and a director.
(4) Maryanne Thachuk is our Secretary Treasurer.
-14-
PLAN OF DISTRIBUTION: TERMS OF THE OFFERING
We are registering on behalf of the selling security holders 855,000 shares of
our common stock which they own. The selling security holders may, from time
to time, sell all or a portion of the shares of common stock in private
negotiated transactions or otherwise. Such sales will be offered at $0.05 per
share unless and until the offering price is changed by subsequent amendment to
this prospectus or our shares are quoted on the OTCBB. If our shares become
quoted on the OTCBB selling security holders may then sell their shares at
prevailing market prices or privately negotiated prices.
The common stock may be sold by the selling security holders by one or more of
the following methods, without limitation:
- on the over-the-counter market;
- to purchasers directly;
- in ordinary brokerage transactions in which the broker solicits purchasers;
or commissions from a seller/or the purchasers of the shares for whom they
may act as agent;
- through underwriters, dealers and agents who may receive compensation in
the form of underwritten discounts, concessions and commissions from a
seller/or the purchaser of the shares for whom they may act as agent;
- through the pledge of shares as security for any loan or obligation,
including pledges to brokers or dealers who may from time to time effect
distribution of the shares or other interest in the shares;
- through purchases by a broker or dealer as principal and resale by such
broker or dealer for its own account pursuant to this prospectus;
- through block trades in which the broker or dealer so engaged will attempt
to sell the shares as agent or as riskless principal but may position and
resell a portion of the block as principal to faciliate the transaction;
- in any combination of one or more of these methods; or
- in any other lawful manner.
Brokers or dealers may receive commissions or discounts from the selling
security holders, if any of the broker-dealer acts as an agent for the purchaser
of said shares, from the purchaser in the amount to be negotiated which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the selling security holders to sell a specified
number of the shares of common stock at a stipulated price per share. In
connection with such re-sales, the broker-dealer may pay to or receive from the
purchasers of the shares, commissions as described above. Any broker or dealer
participating in any distribution of the shares may be required to deliver a
copy of this prospectus, including any prospectus supplement, to any individual
who purchases any shares from or through such broker-dealer.
The selling security holders may also elect to sell their common shares in
accordance with Rule 144 under the Securities Act of 1933, rather than pursuant
to this prospectus.
We have advised the selling security holders that while they are engaged in a
distribution of the shares included in this prospectus they are required to
comply with Regulation M promulgated under the Securities Exchange Act of 1934,
as amended. With certain exceptions, Regulation M precludes the selling security
holders, any affiliated purchasers, and any broker-dealer or other person who
participates in such distribution from bidding for or purchasing, or attempting
to induce any person to bid for or purchase any security which is the subject of
the distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the shares offered in this prospectus.
Selling security holders may enter into hedging transactions with broker-dealers
and the broker-dealers may engage in short sales of our common stock in the
course of hedging the positions they assume with such selling security holders,
including, with limitation, in connection with the distribution of our common
stock by such broker-dealers or pursuant to exemption from such registration.
Selling security holders may also enter into option or other transactions with
-15-
broker-dealers that involve the delivery of the common stock to the
broker-dealers, who may then resell or otherwise transfer such common stock.
Selling security holders may also loan or pledge the common stock to a
broker-dealer and the broker-dealer may sell the common stock so loaned or upon
default may sell or otherwise transfer the pledged common stock.
We have not registered or qualified offers and sales of shares of common stock
under the laws of any country, other than the United States. To comply with
certain states' securities laws, if applicable, the selling security holders
will offer and sell their shares of common stock in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the selling security holders may not offer or sell shares of common stock
unless we have registered or qualified such shares for sale in such states or we
have complied with an available exemption from registration or qualification.
All expenses of this registration statement, estimated to be$18,850 (see "Use of
Proceeds" page 12), including but not limited to, legal, accounting, printing
and mailing fees are and will be paid by Standard. However, any selling costs
or brokerage commissions incurred by each selling security holder relating to
the sale of his/her shares will be paid by them.
BUSINESS
GENERAL - THE COMPANY
The Company was incorporated in the State of Delaware on September 24, 1998.
The Company does not have any subsidiaries, affiliated companies or joint
venture partners.
We have not been involved in any bankruptcy, receivership or similar proceedings
since inception nor have we been party to a reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
BUSINESS DEVELOPMENT OF ISSUER SINCE INCEPTION
We raised $3,050 in initial seed capital in 1999 and embarked on a search for a
mineral property that held the potential to contain gold mineralization.
In 1999 we acquired, by staking, the Standard mineral claim (the "Standard
Claim") situated in the British Columbia, Canada. We engaged a mineral
consultant who staked the claim on our behalf and transferred to us 100%
interest in the Standard Claim by way of Bill of Sale Absolute.
Our decision to acquire the Standard Claim was based on our review of public
data on the property indicating the presence of mineralization capable of
containing gold and silver values.
Each year since its acquisition we have either carried out exploration work on
the Standard Claim or made payments to the Province of British Columbia in lieu
of work in order to maintain our interest in the claim in good standing. Among
other things we laid out a grid system on the property to facilitate the orderly
collection of geochemical samples.
In May 1999 we commissioned a geological report on the Standard Claim by an
independent professional geologist. In December 1999 we qualified the Company
as a reporting issuer under the Securities Exchange Act of 1934 by filing a Form
10-SB.
In 2004 Standard held its first meeting of shareholders.
During 2004 we engaged William Timmins, P. Eng to conduct a review and analysis
of the Standard Claim and the previous exploration work undertaken on the
property and to recommend a mineral exploration program on the Standard Claim.
Since its acquisition we have expended approximately $12,600 on the Standard
Claim, including preparation of Mr Timmin's report summarized below, which
report recommends a 2-phase exploration program.
-16-
In September 2005 we prepared an Offering Memorandum and subsequently completed
a private placement of 990,000 shares at $0.05 per share raising gross proceeds
of $49,500.
In October 2005, we engaged the services of a consultant to undertake
exploration work on the Standard Claim at a cost of $3,100. This will maintain
the Standard Claim in good standing until February 24, 2007 when the work
performed is filed with the Ministry of Energy and Mines for the Province of
British Columbia.
In November 2005, we prepared this prospectus for filing with the SEC.
OUR BUSINESS
We are engaged in the acquisition and exploration of mineral properties.
We are presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our property.
We do not have any ore body and have not generated any revenues from our
operations.
Our sole mineral property is:
STANDARD CLAIM
We are the beneficial owner of a 100% interest in the Standard Claim, located in
British Columbia , Canada. However, although we are in possession of a signed,
registerable Bill of Sale Absolute transferring all right, title and interest in
the claim to us, title remains recorded in the name of Edward Skoda. That is
because the Province of British Columbia, Canada, requires that mineral claims
be held in (i) the name of a resident of the Province, or (ii) by a company
either incorporated in British Columbia or extra-provincially incorporated. At
the present time, we do not wish to extra-provincially incorporate in British
Columbia due to the cost. In addition, to obtain a Free Miner's License, a
prerequisite to our being able to register tile to the Standard Claim, would
cost $385 whereas there is no cost to us using Edward Skoda's Free Miner's
License to hold the Standard Claim.
Beneficial ownership of the Standard Claim confers on us the rights to the
minerals on the Standard Claim except for placer minerals or coal. We do not
own the land itself since it is held in the name of the "Crown", i.e the
Province of British Columbia. We do not have the right to harvest any timber
on the Standard.
The tenure number, date of recording and expiration date of the Standard Claim
is as follows:
CLAIM NAME TENURE NUMBER AREA RECORDING DATE EXPIRY DATE
Standard . 367933 1,112 acres February 24, 1999 February 23, 2006
To keep the claim in good standing, such that it does not expire on the date
indicated in the preceding table, we must undertake exploration work on the
Standard Claim before the expiry date, or pay cash of approximately $3,100 in
lieu of doing exploration work, to the Province of British Columbia. Failure
to do either will result in the Standard Claim reverting to the Crown. Standard
has already undertaken work in 2005 to maintain the Standard Claim for a further
year, i.e. to February 24, 2007. As mentioned above, this work program has not
been filed with the Ministry.
The Standard Claim was selected for acquisition due to previously recorded
surrounding exploration, development and extraction work and because the claim
is are not located in an environmentally sensitive region.
Additional information regarding the Standard Claim can be found at the British
Columbia government website located at http://www.mtonline.gov.bc.ca/.
-17-
LOCATION AND ACCESS
The Standard Claim is located approximately 112 miles north of Vancouver,
British Columbia and 2.5 miles southeast of the town of Goldbridge. Access to
our claim is via all-weather gravel road from Lillooet to Gold Bridge or via the
Hurley River forestry road from Pemberton. Access to the north end of our claim
is by four-wheel drive vehicle up Fergusson Creek to the headwaters above the
5,800 feet elevation. Helicopters are available from bases in the towns of
Pemberton and Lillooet.
The Standard Claim is situated at the northwest end of the Bendor Range of the
Coast Mountain Range in southwestern British Columbia. Elevation on the claim
ranges from 5,000 to 8,500 feet above sea level. Winters in this region are
generally cold with high snowfall accumulations while summers are dry and hot.
PROPERTY GEOLOGY
The Standard Claim is underlain by rocks of the Bridge River Group intruded by
Bendar granodiorite. On a regional basis this area of British Columbia is
notable for meso-thermal type gold deposits of which the past-producing Bralorne
and Pioneer mines, located approximately one and one-half miles east of the
Standard Claim, are typical examples.
Previous geological mapping indicates much of the Standard Claim is underlain by
cherts and rusty siliceous cherts interbedded with mafic volcanic flows and
argillite interbeds. The chert unit has been very tightly folded in a
north-northwest direction with steep subvertical dips. The greenstone unit is
less deformed except when in fault contact with the chert unit. These features
trend approximately north-south with a steep westerly dip (80-85 degrees).
Bedded and crosscutting narrow quartz-carbonate veins and lenses occur
sporadically within the sediments occasionally containing minor pyrite.
Mineralization in one zone on the property occurs in a 4.25 feet shear zone
located on top of an east-west trending ridge 2,400 feet north of Mount
Fergusson. Arsenopyrite-sphalerite-bornite and minor pyrite occur within
brecciated andesite host rocks. A 2.6 foot chip sample from the zone returned
0.31 ounces per ton gold and 0.39 ounces per ton silver.
South of this zone several narrow semi-massive stibnite veins occur in chert
host rock. The veins appear to be related to a steep northwest trending shear
or fault zone. Mineralization in this area consists of pyrrhotite, pyrite and
trace amounts of chalcopyrite hosted primarily within the volcanics. Most of
these sulphide occurrences are narrow (generally less than 2 feet wide) contain
minor quartz-carbonate lenses and are in close proximity to the
sediment/volcanic contact zone.
PREVIOUS EXPLORATION
The first recorded exploration work on the area now covered by the Standard
Claim occurred in 1937. Prospectors, at that time, dug a series of test pits
and a short tunnel to investigate a quartz-fissure vein. The prospect then lay
idle until 1984 when Newmont Exploration Canada Ltd. carried out a program of
technical surveys (analysis of soil and rock samples to test for metal content)
and geological mapping. Two zones were identified that contain gold
mineralization in quart fissure veins typical of those mined in the Bridge River
camp. The property area was again prospected in 1991 by Cogema Canada Ltd. who
conducted sampling. This past work indicated the presence of sulphide
mineralization containing gold and silver values. The property was never drill
tested.
PROPOSED EXPLORATION WORK - PLAN OF OPERATION
Mr. William Timmins, P. Eng., authored the "Summary of Exploration on the
Standard Property, Goldbridge, Lillooet Mining District, British Columbia",
dated June 24, 2004 (the "Timmin's Report"), in which he recommended a two-phase
exploration program to properly evaluate the potential of the claim. We must
conduct exploration to determine what minerals exist on our property and whether
they can be economically extracted and profitably processed. We plan to proceed
with exploration of the Standard Claim, in the manner recommended in the
Timmin's Report, to determine the potential for discovering commercially
exploitable deposits of gold and silver.
-18-
We do not have any ores or reserves whatsoever at this time on the Standard
Claim.
Mr. Timmins is a registered Professional Engineer in good standing in the
Association of Professional Engineers and Geoscientists of British Columbia. He
is a graduate of the Provincial Institute of Mining, Haileybury Ontario (1956)
and attended Michigan Technological University (1962-65) and was licensed by the
Professional Engineers of British Columbia (geological discipline) in 1969. Mr.
Timmins has practiced his profession as a Professional Engineer for over 35
years.
The Timmin's Report recommends a two-phase exploration program to properly
evaluate the potential of the claims. We anticipate, based on the Timmin's
Report, that Phase I of the recommended geological exploration program will cost
$25,000. The cost estimates for this work program are based on Mr. Timmin's
recommendations and reflect local costs for this type of work.
We have on hand $ 17,756in cash as of October 21, 2005. We intend to commence
work on Phase I of the Timmin's Report as soon as practicable and carry out as
much of the Phase I program as our cash reserves permit. We will require
additional financing to complete Phase I of the recommended work.
Initially, we intend to re-establish the 1991 grid and review maps of the
results of past geological and geochemical programs and complete an
electromagnetic survey of the claims. The laying out of a grid and line cutting
involves the physical cutting of the underbrush and overlay to establish an
actual grid on the ground whereby items can be related one to another more
easily and with greater accuracy. When we map, we essentially generate a drawing
of the physical features of the land we are interested in as well as a depiction
of what may have been found in relation to the boundaries of the property. So we
will actually draw a scale map of the area and make notes on it as to the
location where anything was found that was of interest or not.
Geophysical surveying involves the measurement of various physical properties of
the rocks at the site as well as interpreting that information in terms of the
structure and nature of the rock. The geologist will take different surface and
airborne measurements of the various physical properties of the rocks and
interpret the results in terms of what we are seeking. These methods include
magnetic, electrical and seismic measurements. Our engineers will then interpret
all the data obtained, plot it on the map we have generated and provide their
best estimate of the chances of finding gold and what additional efforts we must
undertake in a follow-up phase.
Magnetometer and VLF-EM, 'very low frequency electromagnetic surveys', will be
used as an aid to mapping and structural interpretation and may assist in
locating mineralization and serve to assist in the delineation of the various
physical properties of the rock which can be used as pointers towards whether
gold mineralization may be present or not. Anomalies will be evaluated closely
and diamond drilled to help in determining their economic potential.
After we re-establishing a 1991 base line grid ( with 75 feet stations and
cross lines run every 150 feet for 300 feet each side of the baseline) we will
conduct a ground level electromagnetic survey over the grid with readings taken
every 75 feet along the lines. We will also do further rock and geochemical
sampling of those areas determined by the geological and EM surveys. This will
entail taking soil and rock samples from the claim to a laboratory where a
determination of the elemental make up of the sample and the exact
concentrations of gold, silver, lead and other indicator minerals will be made.
We will then compare the relative concentrations of gold, silver, lead and other
indicator minerals in samples so the results from different samples can be
compared in a more precise manner and plotted on a map to evaluate their
significance. We expect the costs of this work to total approximately $25,000.
If an apparent mineralized zone is identified and narrowed down to a specific
area by the Phase I work, in Phase II, at an estimated cost of a further
$50,000, we expect to employ minor trenching, and/or diamond drilling, of the
area to test the apparent mineralized zones. Trench and rock samples as well as
diamond drilled samples would be tested, by assay, for traces of gold, silver,
lead, copper, zinc, iron and other minerals; however, our primary focus is the
search for gold and silver.
The work is phased in such a manner as to allow decision points to ensure that
future work has a value and will provide better or additional information as to
-19-
the viability of the claim. By utilizing a multi-phase work program, at the end
of each phase a decision can be made as to whether the phase has provided the
necessary information to increase the viability of the project. If the
information obtained as a result of any phase indicates that there is no
increased probability of finding an economically viable deposit at the end of
the project, a determination would be made that the work should cease at that
point. This is a standard procedure in the industry prior to the commitment of
additional funding to move a project forward to the next phase of exploration
and/or development.
Since the Standard Claim is located at an elevation of over 5,800 feet and is
subject to cold winters with significant snowfall accumulations, even if funding
were available, no work could be undertaken on our property until Spring/
Summer 2006.
Our ability to raise additional funds might be limited. If we are unable to
raise the necessary funds, we would be required to suspend Standard's operations
and liquidate our company. See Risk Factors 1, 3 and 7 on pages 5, 5 and 6
respectively.
We will focus available working capital on the exploration of this property as
well as the review of other mineral exploration properties for potential
acquisition.
There are no permanent facilities, plants, building or equipment on the
property.
COMPETITIVE FACTORS
The gold mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the gold
mining business which is the cornerstone of the founding and early stage
development of the mining industry. While we generally compete with other
exploration companies, there is no competition for the exploration or removal of
minerals from our claims. Readily available gold markets exist in Canada and
around the world for the sale of gold. Therefore, we will likely be able to sell
any gold that we are able to recover.
REGULATIONS
Our proposed mineral exploration program is subject to the Canadian Mineral
Tenure Act Regulation. This act sets forth rules for locating claims, posting
claims, working claims and reporting work performed. We are also subject to
the British Columbia Mineral Exploration Code which indicates to a company where
it can explore for minerals. We must comply with these government laws in order
to operate our business. Complying with these rules will not adversely affect
our operations. These Acts will not have any material impact on our business or
operations. We will comply with these Acts as noted below.
- Establishing a grid to take soil and rock samples does not require approval
from the provincial government. When the work is completed, we will be
required to complete a "Statement of Work, Cash Payment and Rental" form
and submit it to the Ministry along with a filing fee of $150. The work
recorded on this form will maintain the Standard Claim in good standing for
a further twelve months.
- When undertaking either a trenching or drilling program, we will be
required to complete a "Notice of Work" form indicating the work to be
undertaken by us on the Standard Claim. At the same time, we will have to
complete and file with the Ministry a "Reclamation Permit" and a
"Safekeeping Agreement" to ensure that subsequent to the completion of our
program that we leave the area in roughly the same state it was previously.
- If we wish to cut any trees on the Standard Claim we will have to apply for
a "License to Cut" under the Forestry Ministry. The cost of applying for
this license is approximately $150.
- Our exploration work will have to be done in accordance with the "Mineral
Exploration Code - Part II - Health, Safety and Reclamation Code of Mines".
-20-
- While exploring the Standard Claim, we will have to adhere to the
requirements of the "Fire Protection and Suppression Regulations of Forest
Practice Codes" of British Columbia which related to open fires, use of
stoves, use of explosives and what to do during forest closures.
We are continually subject to environmental regulations by the federal and
provincial governments of Canada. The environment is a "shared" power between
the Federal and Provincial governments of Canada. In regard to provincial laws,
we must provide prior notice and a description of the planned exploration work
before commencement of the work. Work that involves mechanized activities, such
as airborne geological surveys, off road vehicles and drilling, cannot commence
until the plan has been received by the Department of Natural Resources and
Exploration for approval. Compliance with provincial laws should not have a
material adverse effect on us. However, without provincial approval, we may be
unable to undertake our exploration activities on the Standard Claim.
The Federal Government does not take an active part in environmental issues
in the mining industry unless a salmon spawning river is in danger. This is
not the case with the Standard Claim. Local governmental agencies do not
become involved with environmental issues since they rely upon the Provincial
Government to ensure regulations are adhered to.
It is reasonable to expect that compliance with environmental regulations
will increase our costs. Such compliance may include feasibility studies on the
surface impact of our future exploration operations; costs associated with
minimizing surface impact; water treatment and protection; reclamation
activities, including rehabilitation of various sites; on-going efforts at
alleviating the mining impact of wildlife; and permits or bonds as may be
required to ensure our compliance with applicable regulations. It is possible
that these costs and delays associated with such compliance could become so
prohibitive that we may decide to not proceed with exploration on the Standard
Claim.
EMPLOYEES
Initially, we intend to use the services of subcontractors for manual labor
exploration work on our claims and an engineer or geologist to manage the
exploration program. At present, we have no employees as such although each of
our officers and directors works for the Company on a part time basis. None of
our officers and directors has an employment agreement with us. We presently do
not have pension, health, annuity, insurance, profit sharing or similar benefit
plans; however, we may adopt such plans in the future. There are presently no
personal benefits available to any employee.
We intend to hire geologists, engineers and other subcontractors on an as needed
basis. We have not entered into negotiations or contracts with any of them
although it is our intention to retain Mr. Timmin's as senior geological
consultant. We do not intend to initiate negotiations or hire anyone unless and
until we have the funds necessary to commence exploration activities.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a start-up, pre-exploration stage company and have not yet generated or
realized any revenues from our exploration activities.
Our auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
-21-
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Standard
Claim. That cash must be raised from other sources. Our only other source for
cash at this time is investments by others in Standard. We must raise cash to
implement our planned exploration program and stay in business.
To meet our need for cash we must raise additional capital. We will attempt to
raise additional money through a private placement, public offering or through
loans. We have discussed this matter with our officers and directors. However,
our officers and directors are unwilling to make any commitments to loan us any
money at this time. At the present time, we have not made any arrangements to
raise additional cash. We require additional cash to continue operations. If
we cannot raise it we will have to abandon our planned exploration activities
until we do raise additional cash.
We estimate we will require $40,348 in cash over the next twelve months,
assuming no exploration work (beyond work necessary to maintain our interest in
the Standard Claim) is undertaken in the coming year. For a detailed breakdown
see in "Liquidity and Capital Reserves", page 23.
Our exploration program is explained in as much detail as possible in the
"Business" section of this prospectus. We have no plant or significant equipment
to sell, nor are we going to buy any plant or significant equipment during the
next twelve months. We will not buy any equipment until we have located a body
of ore and we have determined it is economical to extract the ore from the land.
We may attempt to interest other companies to undertake exploration work on the
Standard Claim through joint venture arrangement or even the sale of part of the
Standard Claim. Neither of these avenues has been pursued as of the date of
this prospectus.
Since we do not presently have the requisite funds, we are unable to complete
any phase of exploration until we raise more money or try to find a joint
venture partner to complete the exploration work. If we cannot find a joint
venture partner and do not raise more money, we will be unable to complete Phase
I of the exploration program recommended by our independent professional
engineer If we are unable to finance exploration activities, we do not know what
we will do and we do not have any plans to do anything else.
We do not intend to hire any employees at this time. All of the work on the
property will be conducted by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying, geology,
engineering, exploration, and excavation. The geologists will evaluate the
information derived from the exploration and excavation and the engineers will
advise us on the economic feasibility of removing the mineralized material.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance as a exploration corporation. We are a
pre-exploration stage company and have not generated any revenues from our
exploration activities. Further, we have not generated any revenues since our
formation in 1998. We cannot guarantee we will be successful in our exploration
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the exploration of our properties, and possible cost overruns due to price and
cost increases in services.
To become profitable and competitive, we must invest into the exploration of our
property before we start production of any minerals we may find. We must seek
obtain equity or debt financing to provide for the capital required to implement
our exploration phases.
We have no assurance that financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
commence, continue, develop or expand our exploration activities. Even if
available, equity financing could result in additional dilution to existing
shareholders.
-22-
CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of its financial condition and results of
operations, including the discussion on liquidity and capital resources, are
based upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.
The going concern basis of presentation assumes we will continue in operation
throughout the next fiscal year and into the foreseeable future and will be able
to realize our assets and discharge our liabilities and commitments in the
normal course of business. Certain conditions, discussed below, currently exist
which raise substantial doubt upon the validity of this assumption. The
financial statements do not include any adjustments that might result from the
outcome of the uncertainty.
Our intended exploration activities are dependent upon our ability to obtain
third party financing in the form of debt and equity and ultimately to generate
future profitable exploration activity or income from its investments. As of
October 31, 2005, we have not generated revenues, and have experienced negative
cash flow from minimal exploration activities. We may look to secure additional
funds through future debt or equity financings. Such financings may not be
available or may not be available on reasonable terms.
OVERVIEW
Our financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the years ended August 31, 2005 and August 31, 2004 and for the
period from the inception of our business on September 24, 1998 to August 31,
2005 of $13,105, $24,180 and $105,389 respectively. We did not earn any revenues
during the years ended August 31, 2005 and August 31, 2004
Our financial statements included in this prospectus have been prepared without
any adjustments that would be necessary if we become unable to continue as a
going concern and are therefore required to realize upon our assets and
discharge our liabilities in other than the normal course of operations.
OUR PLANNED EXPLORATION PROGRAM
We must conduct exploration to determine what amounts of minerals exist on the
Standard Claim and if such minerals can be economically extracted and profitably
processed.
Our planned exploration program is designed to efficiently explore and evaluate
our property.
Our anticipated exploration costs over the next twelve months on the Standard
Claim are $25,000.
LIQUIDITY AND CAPITAL RESOURCES
Since inception we have raised the capital through private placements of common
stock as follows:
As of August 31, 2005 our total assets were $103 and our total liabilities were
$73,042
Subsequent to August 31, 2005 we closed a private placement in the amount of
$49,500, the proceeds of which are being used to pay expenses of this offering,
accounts payable and provide working capital. As of October 31, 2004 we have
cash reserves of $17,756 and unpaid accounts payable of $41,268 including
$28,402 to related parties
-23-
Excluding the $25,000 in anticipated exploration costs noted above, our
non-elective expenses over the next twelve months, are expected to be as
follows:
Accounting and auditing (i) $ 7,050
Annual general meeting (ii) 1,000
Bank charges 100
Consulting (iii) 2,500
Edgar filing fees (iv) 800
Franchise taxes and annual fee (v) 275
Office expenses (vi) 500
Transfer agent (vii) 1,200
------
Sub-Total 13,425
Accounts payable (viii) 26,923
-------
Cash requirements over next 12 months $ 40,348
======
(i) The preparation and finalization of the financial statements required
are estimated as follows:
Form Type Auditors Accountant Total
----------- --------- ----------- ------
Form 10Q-SB-Nov. 30, 2005 $ 500 $ 750 $ 1,250
Form10Q-SB-Feb. 28, 2006. 500 750 1,250
Form 10Q-SB-May 31, 2006. 500 750 1,250
Form 10K-SB-Aug. 31, 2006 2,100 1,200 3,300
------- ------- ------
$ 3,600 $ 3,450 $ 7,050
======= ======= ======
(ii) It is estimated the annual meeting of stockholders to be held on November
18, 2005 will cost approximately $1,000 which includes mailing costs,
rental of a meeting room and miscellaneous charges.
(iii) The Company has hired an independent third party to prepare this
prospectus at a cost of $10,000. To date, advances of $7,500 have been
made. The legal fees incurred in obtain an opinion letter from Conrad C.
Lysiak, attorney-at-law, has been paid prior to October 31, 2005 in the
amount of $2,500.
(iv) It is estimated Edgar filing fees will be $150 for each Form 10Q-SB and
$350 for the Form 10K-SB.
(v) Payment of annual Franchise taxes to the State of Delaware are estimated at
$100 and to The Company Corporation for acting as our registered agent in
Delaware is $175.
(vi) Represents printing of this registration statement for submission to the
SEC, courier costs and miscellaneous office costs.
(vii) Annual fee payable to Nevada Agency & Trust Company to act as transfer
agent for the Company is $1,200.
(viii)) Accounts payable to third parties as at August 31, 2005, as shown on the
attached audited financial statements, is $44,639. Certain accounts payable
have been paid subsequent to the year end, therefore the above balance has
been determined as follows:
Accounts payable - third party creditors -
August 31, 2005 $ 44,639
Deduct payments made from private placement:
Independent auditors 10,500
Office expenses 611
Exploration expenses 2,605
Transfer agent 4,000 17,716
--------
Accounts payable outstanding $ 26,923
======
Our future operations are dependent upon our ability to obtain third party
financing in the form of debt and equity and ultimately to generate future
profitable operations or income from its investments. As of June 30, 2003, we
have not generated revenues, and have experienced negative cash flow from
operations. We may look to secure additional funds through future debt or equity
financings. Such financings may not be available or may not be available on
reasonable terms.
-24-
YEAR ENDED AUGUST 31, 2005
We incurred a net loss of $13,105 (2004: $24,180) for the year ended August 31,
2005, resulting in a loss per share of $0.01 (2004: $0.02). The loss was
attributable to operating expenses of $13,105 (2004: $24,180).
An analysis of the nature, amounts and changes in our expenses for the three
years ended August 31, 2005 follows:
FROM INCEPTION
AUGUST 31, AUGUST 31, AUGUST 31, TO
EXPENSE 2005 2004 2003 AUGUST 31, 2005
---------------- ------------ ----------- ----------- ----------------
Accounting and audit (i) . . . . . $ 7,050 $ 6,700 $ 5,900 $ 37,950
Annual general meeting (ii) . . . . . . - 1,551 - 1,551
Bank charges and interest. . . . . . . . . . 75 80 97 1,601
Consulting fees (iii) . . . - 2,500 - 2,500
Edgar filing fees (iv). . . . 1,150 1,140 900 6,179
Filing fees (v). . 259 404 463 1,126
Geological report (vi). . . . . - 1,000 - 2,780
Incorporation costs. . . . . . . . . . . . . - - - 255
Legal fees . . . . . . . . . . . . . . . . . - - - 487
Management fees (vii). . . . . 2,400 2,400 2,400 16,800
Miscellaneous. . . . . . . . . . . . . . . . - 60 628 1,600
Office expenses. . . . . . . . . . . . . . . 26 564 136 1,115
Rent (viii) 1,200 1,200 1,200 8,400
Staking and exploration (ix) . . . . . . 3,070 1,333 2,529 9,856
Telephone (x). . . 600 600 600 4,200
Transfer agent (xi). . . . (2,725) 2,189 1,829 6,530
Travel and entertainment . . . . . . . . . . - 2,459 - 2,459
--------- -------- -------- --------
$ 13,105 $ 24,180 $ 16,219 $ 105,389
======== =========== ========= =========
(i) Accounting and audit fees for preparation and review or examination of the
financial statements to be filed on Edgar with the SEC.
(ii) On February 20, 2004 the Company held its first Annual General Meeting of
Stockholders.
(iii) Preparation of various Form 8-K, Form 3 and 4 on behalf of the directors.
(iv) Charges for Edgarizing Forms 10K-SB and Form 10Q-SB which have been accrued
in the accounts as a period cost.
(v) Filings fees were paid to The Company Corporation to act as registered
agent in the State of Delaware for the Company and for annual franchise
taxes payable to the State of Delaware.
(vi) In 2004 William Timmins prepared a geological report on the Standard Claim
in order to reflect the work undertaken during the last several years. In
May 1999, the Company had a geological report prepared by Calvin Church,
professional geologist.
(vii) The Company does not pay its officers and directors a fee for their
services. Nevertheless, management realizes there is a cost associated with
the services provided by its directors and officers and accrues $200 per
month to reflect this. The expense is debited with an offsetting credit to
"Capital in Excess of Par Value". This amount will never be paid in cash or
shares.
(viii) Similar to management fees noted in (vii) above, the Company does not
have its own office premises since it uses the personal residence of Del
Thachuk. It does not pay any money to Del Thachuk for the use of space in
his residence. Nevertheless, the directors realize there is a cost
associated with having office space and have accrued $100 per month to
reflect this expense. The credit is to "Capital in Excess of Par Value".
The amount will never be paid in cash or shares
(ix) Staking and exploration represents the money spent on maintaining the
Standard claim in good standing each year. In 2004, the Company did not do
work on the Standard claim but did acquire PAC credits from a third party
which maintained the Standard in good standing for a further twelve months.
PAC credits result from exploration activities being undertaken by a
company which has sufficient credit to apply to their claims to maintain
them in good standing for a maximum of ten years; the longest period of
time allowable for exploration expenses to be carried forward. The expenses
not used by a company can be placed into a PAC account and used either for
-25-
future properties they acquire to can be sold to other exploration
companies. Normally, a company wishing to purchase PAC credits can do so at
thirty cents or less on the dollar. The Company decided to purchase the PAC
credits due to not being able to explore the Standard claims due to winter
conditions at the time.
(x) The Company does not have its own telephone number and uses the telephone
number of Del Thachuk. Similar to management fees and rent note above, the
Company accrued telephone expense and credits this expense to "Capital in
Excess of Par Value".
(xi) Nevada Agency & Trust Company charges $1,200 each year to act as transfer
agent for the Company. The Company did not pay them for a number of years
and it was agreed funds from the private placement be used to settle the
account in full at an agreed upon price of $4,000. This adjustment, even
though incurred subsequent to August 31, 2005, has been reflected in the
current period.
BALANCE SHEETS
Total cash and cash equivalents, as at August 31, 2005 and 2004, was
respectively, $103 and $68. Our working capital deficit, as at August 31, 2005,
and 2004, were respectively, $(72,939)) and $(64,034).
The increase in our working capital deficit between August 31, 2005 and 2004 was
attributable to an increase in amounts owed to third party creditors in the
amount of $3,240 relating mainly to fees due to the independent auditor and the
internal accountant; money contributed by the directors in the amount of $5,700
with an offsetting increase in cash in the amount of $35 for a total increase in
the negative working capital position of $8,905. No revenue was generated
during these periods.
Total shareholders' deficiency as at August 31, 2005 and 2004 was respectively,
$(72,939) and $(59,834). Total shares outstanding as at both August 31, 2005 and
2004 was 1,295,000.
As of October 31, 2005 share capital outstanding was 2,285,000 common shares.
MANAGEMENT
Officers and Directors
Each of our Directors serves until his or her successor is elected and
qualified. Each of our officers is elected by the Board of Directors to a term
of one (1) year and serves until his or her successor is duly elected and
qualified, or until he or she is removed from office. The Board of Directors has
no nominating or compensation committees.
The name, address, age and position of our officers and directors is set forth
below:
NAME AND
ADDRESS POSITION(S) AGE
----------------- ------------- ---
E. Del Thachuk Chief Executive 69
Surrey, B.C., Canada . . . . . . Officer, President
and Director (1)
Gordon Brooke. . . . . . . . . . Chief Financial Officer, 61
Mississauga, Ontario . . . . . . Chief Accounting
Canada . . . . . . . . . . . . . Officer and Director (2)
Maryanne Thachuk Secretary-Treasurer (3) 68
Surrey, B.C. Canada
(1) Del Thachuk became a director on September 25, 1998 and was appointed on
the same day as Chief Executive Officer and President.
(2) Gordon Brooke became a director on February 20, 2004 and was appointed on
the same day as Chief Accounting Officer. On June 25, 2005, he was
appointed Chief Financial Officer with resignation of Alexander J. Ibsen.
-26-
(3) Maryanne Thachuk was appointed Secretary Treasurer on November 20, 1998.
The percentage of common shares beneficially owned, directly or indirectly, or
over which control or direction are exercised by the directors and officers of
our Company, collectively, is approximately 11.82% of the total issued and
outstanding shares.
None of our directors or officers has professional or technical accreditation in
the mining business other than Del Thachuk who was for a number of years
involved in a placer mining operation - refer to Del Thachuk's background below.
BACKGROUND OF OFFICERS AND DIRECTORS
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
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
-27-
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. From 2001
to the present, he has worked for Snack Crafters Inc. in Toronto as a financial
consultant. His responsibilities include preparation of business plans,
servicing 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.
MARYANNE L. THACHUK, has been Secretary Treasurer of our company since its
inception. She graduated from Jasper Place Senior 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
served as 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 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 and administration.
She retired in 2001.
None of our officers and directors work full time for our company. Del Thachuk
spends approximately 15 hours a month on administrative and accounting matters.
It is anticipated Del will spend more time on Standard's businesses,
approximately 35 hours a month, during the next year as and when Standard
becomes more active in our exploration activities. As Secretary Treasurer,
Maryanne Thachuk has spent approximately 5 to 10 hours per month on corporate
matters. With recent preparation and convening of our 2005 Annual General
Meeting of Stockholders, Maryanne's hour increased and it is anticipated that
she will devote approximately 25 hours per month to the activities of our
company in the foreseeable future. Similarly Gordon Brooke has spent minimal
time on the affairs of the Company. However, since the Company intends to seek
a quotation on the OTCBB in the near future it is anticipated that Gordon Brooke
will be spending approximately 25 hours per month on Standard's affairs,
primarily related to accounting matters.
Our Directors and Officers are not directors of another company registered under
the Securities and Exchange Act of 1934 other than Del Thachuk who was a
director and officer of Mine A Max Corporation (now named Peabodys Coffee Inc.)
and The Zeballos Mining Company (now named Y3K Secure Enterprise Software Inc.).
He is no longer a director or officer of either of these two companies and has
not been for a number of years.
BOARD OF DIRECTORS
There were no meetings of the Board of Directors in the fiscal year ended August
31, 2005. Since August 31, 2005 our Board has held one meeting and our Audit
Committee held one meeting
The Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company's accounting and reporting
processes and the audits of the Company's financial statements.
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The Audit Committee is presently composed of two persons, being Del Thachuk and
Gordon Brooke t, each of whom are considered independent under Rule 10A-3 of the
Exchange Act. Mr. Brooke serves as the Chairman of the Audit Committee. The
Board has determined that Mr. Brooke is an "audit committee financial expert" as
defined in Item 401 of Regulation S-B.
Apart from the Audit Committee, the Company has no other Board committees.
CONFLICTS OF INTEREST
While none of our officers and directors is a director or officer of any other
company involved in the mining industry there can be no assurance such
involvement will not occur in the future. Such involvement could create a
conflict of interest.
To ensure that potential conflicts of interest are avoided or declared to
Standard and its shareholders and to comply with the requirements of the
Sarbanes Oxley Act of 2002, the Board of Directors adopted, on March 5, 2004, a
Code of Business Conduct and Ethics. Standard's Code of Business Conduct and
Ethics embodies our commitment to such ethical principles and sets forth the
responsibilities of Standard and its officers and directors to its shareholders,
employees, customers, lenders and other stakeholders. Our Code of Business
Conduct and Ethics addresses general business ethical principles, conflicts of
interest, special ethical obligations for employees with financial reporting
responsibilities, insider trading rules, reporting of any unlawful or unethical
conduct, political contributions and other relevant issues.
SIGNIFICANT EMPLOYEES
We have no paid employees as such. Our Officers and Directors fulfill many
functions that would otherwise require Standard to hire employees or outside
consultants. We might have to engage the services of certain consultants to
assist in the exploration of the Standard Claim. These individuals will be
responsible for the completion of the geological work on our claim and,
therefore, will be an integral part of our operations although they will not be
considered employees either on a full time or part time basis. This is because
our exploration programs will not last more than a few weeks and once completed
these individuals will no longer be required. We have not identified any
individual who would work as a consultant for us.
FAMILY RELATIONSHIPS
Del and Maryanne Thachuk are husband and wife. They are unrelated to Gordon
Brooke.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the knowledge of the Company, during the past five years, none of our
directors or executive officers :
(1) has filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by the court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filings;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
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affiliate person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activities;
(5) was found by a court of competent jurisdiction in a civil action or by the
SEC to have violated any federal or state securities law, and the judgment
in such civil action or finding by the SEC 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.
EXECUTIVE COMPENSATION
We have not paid any executive compensation during the years since inception as
can be noted from the following summary:
SUMMARY COMPENSATION TABLE
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 1998- -0- -0- -0- -0- -0- -0-
Chief Executive 2005
Officer, President.
and Director
Gordon Brooke 2004- -0- -0- -0- -0- -0- -0-
Chief Financial Officer, 2008
Chief Accounting Officer
And Director
Alexander Ibsen 2003- -0- -0- -0- -0- -0- -0-
Former Chief 2004
Financial Officer, and Director
Maryanne Thachuk . . . 1998 0- -0- -0- -0- -0- -0-
Secretary Treasurer. . 2005
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COMPENSATION OF DIRECTORS
We have no standard arrangement to compensate directors for their services in
their capacity as directors. Directors are not paid for meetings attended.
All travel and lodging expenses associated with corporate matters are reimbursed
by us, if and when incurred.
However, we currently have a Stock Option Plan permitting the granting of
options to purchase up to 5,000,000 shares of Standard's common stock as
approved and adopted by the shareholders at the first Annual General Meeting of
stockholders held on February 20, 2004. The purpose of the plan is to attract,
retain and compensate highly qualified individuals, both employees and
non-employees for service as members of the Board of Directors, as members of
the management team and as external advisors , by providing them with
competitive compensation and an ownership interest in our common stock.
The plan has a term of 5 years from February 20, 2004. The plan is administered
by Standard's Board of Directors which has the sole authority to determine which
eligible person shall receive options and the terms and provisions of the
options granted. Eligible persons are directors and employees as well as
advisors or consultants to the Company who may not be employees of the Company
(or a parent or subsidiary of the Company). Under the plan both Incentive Stock
Options and Nonqualified Stock Options may be granted. The Board has the
discretion to set the exercise price of options granted under the plan provided
it is not less than the 'fair market value' of Standard's common stock on the
date of the grant; and further provided that the exercise price per share for
each incentive stock option granted to a person who owns more than 10% of the
total combined voting power of all classes of stock of Standard cannot be less
than 110% of 'fair market value' on the date of the grant. The term of options
may not exceed 10 years. The aggregate 'fair market value', as of the date of
the grant, of the stock with respect to which Incentive Stock Options are
exercisable for the first time by an optionee during any calendar year, shall
not exceed $100,000. The Board has broad discretion as to the other terms and
conditions upon which options are granted, including vesting, which may be
immediate.
While it is contemplated that we may grant stock options to our directors in the
future, none have been granted as of the date of this Prospectus.
ACTIVITIES SINCE INCEPTION
Our President identified the Standard claim, incorporated our company,
commissioned two separate geological reports on the Standard Claim, obtained the
assistance of professionals as needed, identified potential investors to
contribute the initial "seed capital", coordinated various filing requirements.
He organized and held the first Annual General Meeting of Stockholders, prepared
and identified investors to participate in the private placement in September
2005, assisted in the preparation of this prospectus and all other matters
normally performed by an executive officer, without any compensation. We gave
recognition to this fact in the financial statements for the period ended August
31, 2005 by expensing $2,400 for services rendered by Del and crediting Capital
Contribution in Excess of Par Value (since inception a total amount of
$16,800).
INDEMNIFICATION
Section 102(b)(7) of the Delaware General Corporation Law ("DGCL") enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the person liability of a director to a corporation or its
stockholders for violations of the director's fiduciary duty, except:
- for any breach of a director's duty of loyalty to the corporation or its
stockholders;
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- pursuant to Section 174 of the DGCL (providing for liability of directors
for unlawful payment of dividends or unlawful stock purchases or
redemptions); or
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- for any transaction from which a director derived an improper personal
benefit.
Section 145 of the Delaware General Corporation Law provides, in summary, that
directors and officers of Delaware corporation are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorney's fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer, if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided, that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, they
are fairly and reasonably entitled to indemnity for such expenses which the
court shall deem proper. Any such indemnification may be made by the
corporation only as authorized in each specific case upon a determination by the
stockholders or disinterested directors that indemnification is proper because
the indemnity has met the applicable standard of conduct.
The Articles of Incorporation contain provisions which, in substance, eliminate
the personal liability of the Board of Directors and officers our company and
its shareholders from monetary damages for breach of fiduciary duties as
directors to the extent permitted by Delaware law. By virtue of these
provisions, and under current Delaware law, a director of our company will not
be personally liable for monetary damages for breach of fiduciary duty, except
liability for:
a. breach of his duties of loyalty to our company or to our shareholders;
b. acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law;
c. dividends or stock repurchase or redemptions that are unlawful under
Delaware law; and
d. any transactions from which he or she receives an improper personal
benefit.
These provisions pertain only to breaches of duty by individuals solely in the
capacity as directors, and not in any other corporate capacity, such as an
officer, and limit liability only for breaches of fiduciary duties under
Delaware law and not for violations of other laws (such as Federal securities
laws). As a result of these indemnifications provisions, shareholders may be
unable to recover monetary damages against directors for actions taken by them
that constitute negligence or gross negligence or that are in violation of their
duties, although it maybe possible to obtain injunctive or other equitable
relief with respect to such actions.
The inclusion of these indemnification provisions in our company's By-laws may
have the effect of reducing the likelihood of derivation litigation against
directors, and may discourage or deter shareholders or management from bringing
lawsuit action, if successful, might otherwise benefit our company or our
shareholders.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Delaware law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL SHAREHOLDERS
The following table sets forth, as at October 31, 2005, the total number of
shares owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.
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TITLE OR NAME AND ADDRESS OF AMOUNT OF PERCENT OF
CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP (2) CLASS
--------- ---------------------- ------------------------ -----------
Common Del Thachuk 200,000 8.75%
Stock 2429 - 128th Street
Surrey, British Columbia
. . . . Canada, V4A 3W2
Common Gordon Brooke 50,000 2.2%
Stock 115 Angelene Street
. . . . . . . Mississauga, Ontario
. . . . . . . Canada, L5G 1X1
Common Maryanne Thachuk 20,000 0.87%
Stock 2429 - 128th Street
. . . . . . Surrey, British Columbia
. . . . . . Canada, V4A 3W2
Common . . . . . Directors and Officers 270,000 11.82%
Stock. . . . . as a group
(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 required in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
person having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons. None of our officers or
directors has options, warrants, rights or conversion privileges
outstanding.
FUTURE SALES BY EXISTING SHAREHOLDERS
As of October 31, 2005 there are a total of 2,285,000 shares of our common stock
are issued and outstanding. Of these 1,195,000, being 52.3%, are freely
tradeable and 1,090,000, the remaining 47.7%, are 'restricted shares' as defined
in Rule 144 of the Securities Act of 1933. Under this prospectus, we are
qualifying for trading 855,000 restricted shares, being 37.4% of our issued
shares leaving 235,000, 10.3% of our shares, as 'restricted shares' under Rule
144:
Del Thachuk 180,000 shares
Gordon Brooke 40,000 shares
Maryanne Thachuk 15,000 shares
--------
Total restricted shares 235,000 shares
=======
Under Rule 144restricted shares can be publicly sold, subject to volume
restrictions and restrictions on the manner of sale, commencing one year after
their acquisition.
Standard does not have any securities that are convertible into common stock. We
have not registered any shares for sale by security holders under the Securities
Act other than as disclosed in this prospectus.
DESCRIPTION OF SECURITIES
Our authorized capital consists of 200,000,000 shares of common stock, par value
$0.001 per share, of which 2,285,000 shares are presently issued.
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The holders of our common stock are entitled to receive dividends as may be
declared by our Board of Directors; are entitled to share ratably in all of our
assets available for distribution upon winding up of the affairs our Company;
and are entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all Meetings of the shareholders.
The shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.
In addition, the shares are not convertible into any other securities. There
are no restrictions on dividends under any loan or other financing arrangements.
NON-CUMULATIVE VOTING.
The holders of our shares of common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of Directors, can elect all of the Directors to be elected, if
they so choose. In such event, the holders of the remaining shares will not be
able to elect any of our Directors.
DIVIDEND POLICY
As of the date of this prospectus we have not paid any cash dividends to
stockholders. The declaration of any future cash dividends will be at the
discretion of the Board of Directors and will depend on our earnings, if any,
capital requirements and financial position, general economic conditions and
other pertinent conditions. It is our present intention not to pay any cash
dividends in the near future.
CHANGE IN CONTROL OF OUR COMPANY
We do not know of any arrangements which might result in a change in control.
Our company is governed by the provisions of Section 203 of the Delaware General
Corporation Law. In general, this statute prohibits a publicly held Delaware
corporation from engaging, under certain circumstances, in a "business
combination" with an "interested stockholder" for a period of three years after
the date of transaction in which the person became an interested stockholder
unless:
- prior to the date at which the stockholder became an interested
stockholder, the Board of Directors approved either the business
combination or the transaction in which the person became an interested
stockholder;
- the stockholder acquired more than 85% of the outstanding voting stock of
the corporation (excluding shares held by directors who are officers and
shares held in certain employee stock plans) upon consummation of the
transaction in which the stockholder became an interested stockholder; or
- the business combination is approved by the Board of Directors and by at
least 66 2/3% of the outstanding voting stock of the corporation (excluding
shares held by the interest stockholder) at a Meeting of Stockholders (and
not by written consent) held on or after the date such stockholder became
an interested stockholder.
An "interested stockholder" is a person who, together with affiliates and
associates, owns (or at any time within the prior three years did own) 15% or
more of the company's voting stock. Section 203 defines a "business
combination" to include, without limitation, mergers, consolidations, stock
sales and asset-based transactions and other transactions resulting in a
financial benefit to the interested stockholder.
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TRANSFER AGENT
We have engaged the service of The Nevada Agency & Trust Company, Suite 880 - 50
West Liberty Street, Reno, Nevada, USA, 89501, to act as transfer and registrar.
DEBT SECURITIES AND OTHER SECURITIES
There are no debt securities outstanding or other securities other than $ 28,403
owed to Del Thachuk as at August 31, 2005. The amount due to Del Thachuk bears
no interest rate or has no fixed term of repayment.
In addition, our directors-officers have made contributions to capital of
$29,400 in the form of expense paid for the Company.
MARKET INFORMATION
Our shares are not traded on any public market but it is our intention to find a
market maker who will make an application to the NASD to have our shares
accepted for trading on the OTCBB. At the present time, there is no established
market for the shares of Standard. There is no assurance an application to the
NASD will be approved. Although the OTCBB does not have any listing
requirements per se, to be eligible for quotation on the OTCBB, issuers must
remain current in their filings with the SEC; being as a minimum Forms 10Q-SB
and 10K-SB. Market makers will not be permitted to begin quotation of a
security whose issuer does not meet these filing requirements. Securities
already quoted on the OTCBB that become delinquent in their required filings
will be moved following a 30 or 60 day grace period if they do not make their
filing during that time. If our common stock were not quoted on the OTCBB,
trading in our common stock would be conducted, if at all, in the
over-the-counter market. This would make it more difficult for stockholders to
dispose of their common stock and more difficult to obtain accurate quotations
on our common stock. This could have an adverse effect on the price of the
common stock.
With a lack of liquidity in our common stock, trading prices might be volatile
with wide fluctuations. This assumes that there will be a secondary market at
all. Things that could cause wide fluctuations in our trading price of our
stock could be due to one of the following or a combination of several of them:
- our variations in our operation results; either quarterly or annually;
- trading patterns and share prices in other exploration companies which our
shareholders consider similar to ours;
- the exploration results on the Standard Claim; and
- other events which we have no control over.
In addition, the stock market in general, and the market prices for thinly
traded companies in particular, have experienced extreme volatility that often
has been unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance and that of Henley. In the past, following periods of
volatility in the market price of a security, securities class action litigation
has often been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management's attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
"PENNY STOCK" REQUIREMENTS
Our common shares are not quoted on any stock exchange or quotation system
in North America or elsewhere in the world. The SEC has adopted a rule that
defines a "penny stock", for purposes relevant to us, as any equity security
that has a market price of less than $5.00 per share or with an exercise price
of less than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules require:
-35-
- that a broker or dealer approve a person's account for transactions in
penny stock; and
- that the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny stock
to be purchased.
To approve a person's account transactions in penny stock, the broker or
dealer must:
- obtain financial information and investment experience and objectives of
the person; and
- make a reasonable determination that the transactions in penny stock are
suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the SEC relating to the penny stock
market, which, in highlight form:
- sets forth the basis on which the broker or dealer made the suitability
determination; and
- that the broker or dealer received a signed, written agreement from the
investor prior to the transaction.
Disclosure also has to be made about the risks of investing in penny stocks
and about commissions payable by both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.
Because of the imposition of the foregoing additional sales practices, it
is possible that brokers will not want to make a market in our shares. This
could prevent you from reselling shares and may cause the price of our shares to
decline.
CERTAIN TRANSACTIONS
There have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:
On September 30, 2005 Standard issued to:
(i) our President and Director, Del Thachuk, 100,000 shares at the price of
$0.05 per share for total consideration of $5,000. Mr Thachuk has qualified
20,000 of these shares for re-sale pursuant to this prospectus;
(ii) our Secretary-Treasurer, Maryanne Thachuk, 20,000 shares at the price of
$0.05 per share for total consideration of $1,000. Mrs. Thahuk has
qualified 5,000 of these shares for re-sale pursuant to this prospectus;
and
(iii) to our director, Gordon Brooke, 50,000 shares at the price of $0.05 per
share for total consideration of $2,500. Mr. Brooke has qualified these
shares for re-sale pursuant to this prospectus
As at August 31, 2005, Del Thacahuk has advanced Standard $28,403. These
advances are non interest bearing demand loans. In addition, management has
made contributions to capital of $29,400 in the form of expenses paid for by the
Company. This amount comprises $16,800 in management fees, $8,400 in rent and
$4,200 in telephone from the date of inception to August 31, 2005.
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LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
INTEREST OF NAMED EXPERTS AND COUNSEL
No named expert or counsel referred to in the prospectus has any interest in
Standard. No expert or counsel was hired on a contingent basis, will receive a
direct or indirect interest in Standard or was a promoter, underwriter, voting
trustee, director, officer or employee of, or for, Standard. An "expert" is a
person who is named as preparing or certifying all or part of our registration
statement or a report or valuation for use in connection with the registration
statement. "Counsel" is any counsel named in the prospectus as having given an
opinion on the validity of the securities being registered or upon other legal
matters concerning the registration or offering of the securities.
Our financial statements included in this prospectus have been audited by Madson
& Associates, CPA's Inc of # 3- 684 East Vine, Murray, Utah, 84107, as set forth
in their report included in this prospectus.
The geological report on the Standard Claim dated June 24, 2004 titled "Summary
of Exploration On The Standard Property, Goldbridge, Lillooet Mining District,
British Columbia", was authored by William Timmins, P. Eng., of Suite 1016, 470
Granville Street, Vancouver, British Columbia, V6C 1V5.
-
The legal opinion rendered by Conrad C. Lysiak, Esq., 601 West First Avenue,
Suite 503, Spokane, Washington 99201, regarding the Common Stock of Standard
registered on prospectus is as set forth in his opinion letter dated November 9,
2005.
MARKET FOR COMMON SHARES & RELATED STOCKHOLDERS MATTERS
MARKET INFORMATION
At the present time, there is no established market price for our shares.
There are no common shares subject to outstanding options, warrants or
securities convertible into common equity of our Company.
The number of shares subject to Rule 144 is 235,000. Share certificates
representing these shares have the appropriate legend affixed on them.
There are no shares being offered to the public other than indicated in this
prospectus and no shares have been offered pursuant to an employee benefit plan
or dividend reinvestment plan.
HOLDERS
Standard has 43 shareholders as at the date of this prospectus.
ADDITIONAL INFORMATION
Standard is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports, proxy or
information statements and other information with the Securities and Exchange
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
-37-
at prescribed rates. In addition, the Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's web site is http://www.sec.gov.
Standard has filed with the Commission a registration statement on Form
SB-2 under the Securities Act of 1933 with respect to the common stock being
offered hereby. As permitted by the rules and regulations of the Commission,
this prospectus does not contain all the information set forth in the
registration statement and the exhibits and schedules thereto. For further
information with respect to Standard and the common stock offered hereby,
reference is made to the registration statement, and such exhibits and
schedules. A copy of the registration statement, and the exhibits and schedules
thereto, may be inspected without charge at the public reference facilities
maintained by the Commission at the addresses set forth above, and copies of all
or any part of the registration statement may be obtained from such offices upon
payment of the fees prescribed by the Commission. In addition, the registration
statement may be accessed at the Commission's web site. Statements contained in
this prospectus as to the contents of any contract or other document are not
necessarily complete and, in each instance, reference is made to the copy of
such contract or document filed as an exhibit to the registration statement,
each such statement being qualified in all respects by such reference.
CHANGES IN ACCOUNTANTS
From inception until their dismissal on December 15, 2002 Standard's auditors
were Andersen Andersen and Strong L.L. C., Certified Public Accountants. The
change of auditor was occasioned by a re-organization and name change of
Andersen Andersen and Strong L.L. C. Sellers &Anderson, LLC, Certified Public
Accountants were appointed as their replacement, also effective December 15,
2002.
During the three fiscal years ended August 31, 2002, 2001 and 2000 and
through December 15, 2003: (i) we did not receive an adverse opinion or
disclaimer of opinion from Andersen Andersen and Strong L.L. C but the audit
reports for the years ended August 31, 2002, 2001 and 2000 contained an
explanatory paragraph regarding the substantial doubt about our ability to
continue as a going concern; (ii) their opinions were not qualified or modified
as to uncertainty, audit scope or accounting principles, and (iii) there have
been no disagreements with Andersen Andersen and Strong L.L. C on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Andersen
Andersen and Strong L.L. C , would have caused them to make reference to the
subject matter of the disagreement in their report. In particular, there were
no "reportable events," as such term is defined in Item 304(a)(1)(iv) of
Regulation S-B, during the three fiscal years ended August 31, 2002, 2001 and
2000 and through December 15, 2002.
Sellers & Anderson LLC., Certified Public Accountants were dismissed as our
auditors on February 5, 2004 and were replaced, on that date, by our current
auditors, Madsen & Associates, CPA'S Inc.
During the fiscal year ended August 31, 2003 and through February 5,
2004: (i) we did not receive an adverse opinion or disclaimer of opinion from
Sellers & Anderson LLC but the audit reports for the yeas ended August 31, 2003
contained an explanatory paragraph regarding the substantial doubt about our
ability to continue as a going concern; (ii) their opinions were not qualified
or modified as to uncertainty, audit scope or accounting principles, and (iii)
there have been no disagreements with Sellers & Anderson LLC on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which, if not resolved to the satisfaction of Sellers &
Anderson LLC., would have caused them to make reference to the subject matter of
the disagreement in their report. In particular, there were no "reportable
events," as such term is defined in Item 304(a)(1)(iv) of Regulation S-B, during
the fiscal year ended August 31, 2003 and through February 5, 2004.
FINANCIAL STATEMENTS
Our fiscal year end is August 31. We will provide audited financial statements
to our stockholders on an annual basis; the financial statements will be audited
by Independent Accountants.
Our audited financial statements for the year ended August 31, 2005 immediately
follow:
-38-
AUGUST 31, 2005 FINANCIAL STATEMENTS Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 39
Balance Sheet 40
Statement of Operations 41
Statement of Changes In Stockholders' Equity 42
Statement of Cash Flows 43
Notes to the Financial Statements 44
MADSEN & ASSOCIATES, CPA'S INC. 684 East Vine Street, #3
----------------------------------
Certified Public Accountants and Murray, Utah, 84107
Business Consultants Board Telephone 801-268-2632
Fax 801-262-3978
Board of Directors
Standard Capital Corporation
Vancouver B. C. Canada
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Standard Capital Corporation
(pre- exploration stage company) at August 31, 2005, and the statement of
operations, stockholders' equity, and cash flows for the years ended August 31,
2005 and 2004. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit 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, 2005, and the results of operations, and cash flows for the years
ended August 31, 2005 and 2004 and the period September 24, 1998 (date of
inception) to August 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company 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. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Murray, Utah /s/ "Madsen & Associates, CPA's Inc."
October 16, 2005
-39-
STANDARD CAPITAL CORPORATION
(PRE-EXPLORATION STAGE COMPANY)
BALANCE SHEET
AUGUST 31, 2005
ASSETS
CURRENT ASSETS
CASH. . . . . . . . . . . . . . . . . . . . . . . . . . $ 103
---------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . $ 103
=========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
ACCOUNTS PAYABLE - RELATED PARTY. . . . . . . . . . . . $ 28,403
ACCOUNTS PAYABLE. . . . . . . . . . . . . . . . . . . . 44,639
---------
73,042
---------
STOCKHOLDERS' DEFICIENCY
COMMON STOCK
200,000,000 SHARES AUTHORIZED, AT $0.001 PAR VALUE
1,295,000 SHARES ISSUED AND OUTSTANDING. . . . . . 1,295
CAPITAL IN EXCESS OF PAR VALUE. . . . . . . . . . . . . 31,155
DEFICIT ACCUMULATED DURING THE PRE-EXPLORATION STAGE. . (105,389)
----------
TOTAL STOCKHOLDERS' DEFICIENCY. . . . . . . (72,939)
----------
$ 103
=========
The accompanying notes are an integral part of these financial statements
-40-
STANDARD CAPITAL CORPORATION
(PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED AUGUST 31, 2005 AND 2004 AND THE PERIOD
SEPTEMBER 24, 1998 (DATE OF INCEPTION) TO AUGUST 31, 2005
AUG 31, AUG 31, SEPT 24, 1998
2005 2004 TO AUG 31, 2005
--------- --------- -----------------
REVENUES $ - $ - $ -
EXPENSES 13,105 24,180 105,389
------- ---------- ---------
NET LOSS $ (13,105) $ (24,180) $ (105,389)
========== ========== ==========
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.01) $ (0.02)
========= =========
AVERAGE OUTSTANDING SHARES
Basic . . . . . 1,295,000 1,295,000
========= =========
The accompanying notes are an integral part of these financial statements.
-41-
STANDARD CAPITAL CORPORATION
(PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 24, 1998 (DATE OF INCEPTION)
TO AUGUST 31, 2005
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 . . . . - - 4,200
Net operating loss for the period from
September 24, 1998 to August 31, 1999. - - - (12,976)
Capital contributions - expenses . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2000. . . . . . . . . . . . - - - (12,392)
Capital contributions - expenses . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2001. . . . . . . . . . . . - - - (13,015)
Capital contributions - expenses . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2002. . . . . . . . . . . . - - - (13,502)
Capital contributions. . . . . . . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2003. . . . . . . . . . . . - - - (16,219)
Capital contributions. . . . . . . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2004. . . . . . . . . . . . - - - (24,180)
Capital contributions. . . . . . . . . . . - - 4,200 -
Net operating loss for the year ended
August 31, 2005. . . . . . . . . . . . - - - (13,105)
--------- ------- --------- ---------
Balance, August 31, 2005 . . . . . . . . 1,295,000 $ 1,295 $ 31,155 $ (105,389)
========= ======= ======== ==========
The accompanying notes are an integral part of these financial statements.
-42-
STANDARD CAPITAL CORPORATION
(PRE-EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED AUGUST 31, 2005 AND 2004 AND THE PERIOD
SEPTEMBER 24, 1998 (DATE OF INCEPTION) TO AUGUST 31, 2005
AUG 31, Aug 31, Sept 24, 1998
2005 2004 to Aug 31, 2005
------------ ------------ -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . $ (13,105) $ (24,180) $ (105,389)
Adjustments to reconcile net loss
to net cash provided by
operating activities:
Change in accounts payable . . . 8,940 19,917 73,042
Capital contributions - expenses 4,200 4,200 29,400
--------- -------- ---------
Net Change in Cash from
Operations. . . . . . 35 (63) (2,947)
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES. . . . . . . . . . . . . - - -
--------- -------- ---------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from issuance of
common stock . . . . . . . . - - 3,050
--------- --------- ----------
Net Increase in Cash. . . . . . . . 35 (63) 103
Cash at Beginning of Period . . . . 68 131 -
--------- --------- ---------
CASH AT END OF PERIOD . . . . . . . $ 103 $ 68 $ 103
========== ======== ==========
SCHEDULE OF NONCASH
OPERATING ACTIVITIES
Capital contributions - expenses. . $ 4,200 $ 4,200 $ 29,400
======== ======== ==========
The accompanying notes are an integral part of these financial statements.
-43-
STANDARD CAPITAL CORPORATION
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2005
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on
September 24, 1998 with the authorized common stock of 25,000,000 shares at
$0.001 par value.
The Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore deposit and therefore has not reached the development stage and is
considered to be in the pre-exploration stage (see note 3).
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.
The Company has completed a private placement offering of 1,295,000 shares of
its capital stock for $3,050.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
-------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
----------------
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
-------------
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reversed. An allowance
against deferred tax assets is recorded, when it is more likely than not, that
such tax benefits will not be realized.
On August 31, 2005, the Company had a net operating loss carry forward of
$105,389. The tax benefit of approximately $31,600 from the loss carry forward
has been fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since the Company has no operations. The loss carry forward
will expire starting in 2014 through 2025.
-44-
STANDARD CAPITAL CORPORATION
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2005
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Statement of Cash Flows
--------------------------
For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Basic and Diluted Net Income (loss) Per Share
----------------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.
Unproven Mineral Claim Costs
-------------------------------
Costs of acquisition, exploration, carrying and retaining unproven properties
are expensed as incurred.
Revenue Recognition
--------------------
Revenue is recognized on the sale and transfer of goods or completion of
service.
Advertising and Market Development
-------------------------------------
The company expenses advertising and market development costs as incurred.
Financial and Concentrations Risk
-------------------------------------
The Company does not have any concentration or related financial credit risk.
Environmental Requirements
---------------------------
At the report date environmental requirements related to the mineral claim
acquired are unknown and therefore an estimate of any future cost cannot be
made.
Estimates and Assumptions
---------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principles accepted in the United States of America.
Those estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
-45-
STANDARD CAPITAL CORPORATION
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2005
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Financial Instruments
----------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair value.
Recent Accounting Pronouncements
----------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. ACQUISITION OF MINING CLAIMS
The Company acquired one 18 unit metric claim known as the Standard claim
located 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, 2006. The claims may be extended for one year by the payment of
$3,780 Cdn or the completion of work on the property of $3,600 Cdn plus a filing
fee of $180 Cdn.
The claims have not been proven to have commercially recoverable reserves and
therefore the acquisition and exploration costs have been expensed.
4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
On September 30, 2005, officers-directors and their families had acquired 21% of
the common capital stock issued, and have made no interest, demand loans of
$28,403 and have made contributions to capital of $29,400 to the Company in the
form of expenses paid for the Company.
5. 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.
6. CAPITAL STOCK
During October and November 2005, the Company completed a private placement
offering of 990,000 common shares for cash of $49,500.
-46-
STANDARD CAPITAL CORPORATION
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2005
7. GOING CONCERN
The Company will need additional working capital to service its debt and to
develop the mineral claims acquired, which raises substantial doubt about its
ability to continue as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through additional equity funding (note 6), and long
term financing, which will enable the Company to operate for the coming year.
-47-
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses in connection
with the issuance and distribution of the securities being registered hereunder,
all of which are being paid by us:
Audit and Accounting $ 5,850
Legal and Consulting 12,500
Office and miscellaneous 400
SEC filing fees 100
--------
Total estimated expenses of issuance and distribution $ 18,850
=======
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
Our stock is not presently traded or listed on any public market. Upon
effectiveness of our prospectus under the Securities Exchange Act of 1934, it is
anticipated one or more broker dealers may make a market in our securities
over-the-counter, with quotations carried on the OTCBB.
(A) PRIOR SALES OF COMMON SHARES WITHIN THE PAST THREE YEARS
During the past three years, Standard has sold the following securities which
were not registered under the Securities Act of 1933:
On September 30, 2005, we accepted subscriptions from twenty individual
investors, all residents of British Columbia, Canada, for the purchase of
990,000 shares at a price of $0.05 per share raising net proceeds of $49,500.
We issued the foregoing restricted shares of common stock to the twenty
individuals pursuant to Regulation S of the Securities Act of 1933. None of the
above are deemed to be accredited investors and each was in possession of all
material information relating to Standard. Further, no commissions were paid to
anyone in connection with the sale of the shares and no general solicitation was
made to anyone. All of the investors are normally resident outside of the
United States; the transaction took place outside the U.S.; no directed selling
efforts were made in the U.S. by Standard, any distributor, any affiliate or any
person acting on behalf of the foregoing; the securities were offered and sold
in a foreign (Canada) directed offering, , to residents thereof and in
accordance with the rules and regulations of the British Columbia Securities
Commission.
(B) USE OF PROCEEDS
We have expended $15,686 of the proceeds of the above private placements to pay
outstanding accounts payable and a further $16,088 towards the costs
associated with this offering.
We expect the balance of the proceeds will be applied to further costs of this
offering, accounts payable and exploration work to be undertaken on the
Standard Claim.
We shall report the use of proceeds on our first periodic report filed pursuant
to sections 13(a) and 15(d) of the Exchange Act after the effective date of this
prospectus and thereafter on each of our subsequent periodic reports.
-48-
ITEM 27. EXHIBITS
The following Exhibits are filed as part of this Registration Statement,
pursuant to Item 601 of Regulation S-B. All exhibits have been previously filed
unless otherwise noted.
The following Exhibits are incorporated herein by reference from the
Registrant's Form 10-SB12G, General Form for Registration of Securities For
Small Business[Section 12(g)] filed with the Securities and Exchange Commission,
SEC file #000-30402, on December 6, 1999. Such exhibits are incorporated
herein by reference pursuant to Rule 12b-32:
EXHIBIT
NO. DESCRIPTION
------ -----------
3 (i) Certificate of Incorporation
3 (ii) . . . Articles of Incorporation
The following Exhibits are incorporated herein by reference from the
Registrant's Form 10-KSB Annual Report filed with the Securities and Exchange
Commission, on October 25, 2005. Such Exhibits are incorporated herein by
reference pursuant to Rule 12b-32:
13 (i) Form 10-KSB - Annual Report
The following Exhibits are incorporated herein by reference from the
Registrant's Form 8-K Current Report dated February 24, 2004 filed with the
Securities and Exchange Commission on February 25, 2004. Such Exhibits are
incorporated by reference herein pursuant to Rule 12b-32.
The following Exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation S-B.
EXHIBIT
NO. DESCRIPTION
------ -------------
3.1 Amended Certificate of Incorporation
4 Specimen Stock Certificate
5.1 Opinion re. Legality, Conrad C. Lysiak, Attorney At Law
10 1 Transfer Agent and Registrar Agreement
10 2. . . Bill of Sale Absolute, Standard Claim
10.3 . . Stock Option Plan With Form of Option Agreement
11 Statement re: Computation of Per Share Earnings
14 Code of Ethics
23.1 Consent of Madsen & Associates, CPA'S Inc.
23.2 . . . Consent of Conrad C. Lysiak, Attorney at Law (refer to Exhibit 5)
23.3 Consent of William Timmins, P. Eng
99.1 Audit Committee Charter
-49-
ITEM 28: UNDERTAKINGS
Standard hereby undertakes:
(a)
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10 (a) (3) of the Securities Act
of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement, and notwithstanding the forgoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospects filed with the U.S. Securities
and Exchange Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in the volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(2) For determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(c) Provide to the underwriter at the closing specified in the underwriting
agreement certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each purchaser.
(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion
of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officers or controlling person of the small business
issuer in the successful defense of any action, suit or proceedings) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
-50-
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, Standard
certifies that it has reasonable grounds to believe that it meets all the
requirements of filing on Form SB-2 and authorized this registration to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Vancouver, British Columbia, Canada on November 10, 2005.
STANDARD CAPITAL CORPORATION
/s/ "E. Del Thachuk"
----------------------------
Chief Executive Officer
President, and Director
Special Power of Attorney
The undersigned constitute and appoint E. Del Thachuk their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 registration
statement, and to file the same with all exhibits thereto, and all documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact may
lawfully do or cause to be done by virtue hereof. Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the date indicated.
Date: November 10, 2005.
/s/ "E. Del Thachuk"
-----------------------
E. Del Thachuk
Chief Executive Officer
President and Director
/s/ "Gordon Brooke"
---------------------
Gordon Brooke
Chief Financial Officer, Chief Accounting Officer
and Director
-51-