U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-9336
STANDARD ENERGY CORPORATION
(Name of Small Business Issuer as specified in its charter)
Utah 87-0338149
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
363 Bearcat Drive
Salt Lake City, Utah 84115-2517
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 364-9000
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$.01 Par Value Common Stock
Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1933,
as amended (the "Act") during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past
90 days.
Yes X No .
Common Stock outstanding at February 8, 2000: 104,926,974 shares
of $0.01 par value Common Stock.
DOCUMENTS INCORPORATION BY REFERENCE: NONE
FORM 10-QSB
Financial Statements and Schedules
STANDARD ENERGY CORPORATION
For nine months Ended December 31, 1999
The following table of contents of financial statements and other
information of the registrant and its consolidated subsidiaries are
submitted herewith:
PART I - FINANCIAL INFORMATION
Item Page
Item 1. Consolidated Balance Sheets -
December 31, 1999 and March 31, 1999............... 3
Consolidated Statements of Operations -
For the nine months
ended December 31, 1999............................ 5
For the three months
ended December 31, 1999............................ 6
Consolidated Statements of Cash Flows -
For the nine months ended
ended December 31, 1999............................ 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations - General......... 8
Results of Operations................................. 9
Financial Condition................................... 10
Plan of Operation..................................... 12
Research and Development - Trashfuel Project.......... 12
Inflation............................................. 14
Recent Accounting Pronouncements...................... 14
Management's Conflicts of Interest.................... 14
Forward Looking Statements............................ 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................... 16
Item 2. Changes in Securities................................. 16
Item 3. Defaults upon Senior Securities....................... 16
Item 4. Submission of Matters to a Vote of Security Holders... 16
Item 5. Other Information..................................... 16
Item 6. Exhibits.............................................. 16
Signature Page........................................ 17
10-QSB12.99/disk-13A
PART I - ITEM 1
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31 March 31
1999 1999
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 5,232 $ 9,604
TOTAL CURRENT ASSETS 5,232 9,604
INVESTMENT IN OIL AND GAS PRODUCING
PROPERTIES, net of depletion of $92,970
PROPERTY AND EQUIPMENT, net 15,500 18,500
OIL AND GAS LEASEHOLD INTERESTS HELD
OTHER ASSETS
Oil and gas leases held for resale 71,653 71,653
Pledged drilling bonds 25,000 35,000
TOTAL OTHER ASSETS 96,653 106,653
TOTAL ASSETS $ 117,385 $ 134,757
See notes to consolidated financial statements
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31 March 31
1999 1999
(Unaudited) (Audited)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 60,497 $ 31,811
Notes payable to related parties 194,500 32,727
Accounts payable and accrued expenses 50,653 50,641
TOTAL CURRENT LIABILITIES 305,650 115,179
STOCKHOLDERS' EQUITY
Common Stock, par value $.01 per share:
Authorized 200,000,000 shares; issued
and outstanding 104,926,974 shares at
December 31, 1999 1,049,215 1,044,079
Preferred Stock, par value $.01 per share;
Authorized 10,000,000 shares 0 0
Additional paid-in capital 7,382,877 7,339,503
Retained earnings (deficit) (8,537,104) (8,280,751)
Treasury stock, at cost (83,253) (83,253)
TOTAL STOCKHOLDERS EQUITY (188,265) 19,578
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 117,385 $ 134,757
See notes to consolidated financial statements
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Nine months Ended December 31
1999 1998
REVENUES
Oil and gas information services $ 3,900 $ 4,200
Sales of oil and gas leasehold interests 0 14,719
Oil production 17,933 8,875
Other income 1,075 140,301
22,908 168,095
COSTS AND EXPENSES
Oil and gas information services 7,349 9,173
Oil and gas leasehold interests (2,354) 1,804
Oil production 0 7,228
Depreciation, depletion and amortization 3,000 3,000
Interest 6,144 5,699
Project Cost 201,344 0
General and administrative 63,777 83,764
TOTAL COSTS AND EXPENSES 279,260 110,668
NET INCOME (LOSS) $ (256,352) $ 57,427
NET INCOME (LOSS) $ (.00) $ .00
See notes to consolidated financial statements
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months Ended December 31
1999 1998
REVENUES
Oil and gas information services $ 1,500 $ 846
Sales of oil and gas leasehold interests 0 0
Oil production 5,755 2,813
Other income 355 1,065
7,610 4,724
COSTS AND EXPENSES
Oil and gas information services 1,855 3,333
Oil and gas leasehold interests 0 0
Oil production 0 7,228
Depreciation, depletion and amortization 1,000 1,000
Interest 2,130 1,048
Project Cost 79,053 0
General and administrative 15,700 22,991
TOTAL COSTS AND EXPENSES 99,738 35,600
NET INCOME (LOSS) $ (92,128) $ (30,876)
NET INCOME (LOSS) $ (.00) $ (.00)
See notes to consolidated financial statements
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months Ended December 31
1999 1998
Cash Flows From Operating Activities
Net income (loss) $ (256,352) $ 57,427
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and depletion 3,000 3,000
Changes in:
Accounts receivable 0 1,373
Accounts payable 12 153
Net cash provided by (used in)
operating activities (253,340) 61,953
Cash Flow From Industry Activities
(Increase) decrease to long-term investments $ 10,000 $ 0
(Increase) decrease oil & gas leasehold
interests 0 0
(Increase) decrease in treasury stock 0 (83,253)
Net cash provided by (used in)
investing activities $ 10,000 $ (83,253)
Cash Flows From Financing Activities
Increase (decrease) in notes payable $ 190,458 $ (13,174)
Proceeds from sale of common stock 48,510 31,500
Net cash provided by (used in)
Financing activities $ 238,968 $ 18,326
Net Increase (Decrease) in Cash $ (4,372) $ (2,974)
Cash at Beginning of Period 9,604 2,974
Cash at End of Period $ 5,232 $ 0
See notes to consolidated financial statements.
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company's primary oil and gas business, the brokerage of
leasehold interests, has not materially increased during the period
ended December 31, 1999, due to decreased activity in the domestic oil
and gas exploration industry. In light of this decreased activity, and
the Company's lack of capital, it has been exploring other ways of
generating revenues.
During the current fiscal period, the Company continues to
research and develop its technologies for the recycle of municipal
solid waste ("City Garbage") into (1) valuable recycled metals, glass,
plastics, etc., products that are saleable in the existing commercial
salvage markets and (2) the recovery of cellulosic material,
consisting largely of paper products ("Celmat"), derived from City
Garbage and convertible into fuel-grade ethanol and lignin ("Lignin"),
a coal-like aromatic substance believed to be a usable boiler fuel
and/or a specialty chemical useable in the petro-chemical industry
(collectively the "Biofuels Technology").
As a result of the Company's research and development efforts,
management believes that the Company has developed what appears to
be a commercial application of the Biofuels Technology for a future
commercial project and hired the engineering firm of W.J. Scales &
Company of Boerne, Texas to develop and complete a Business Plan for
the Company's Philadelphia "Trashfuel Project". W.J. Scales then
partnered with Limbach Company of Richmond, Virginia (collectively
the "Scales Group") to construct the Trashfuel Project for the
Company. The Business Plan is based on the Scales Group present
technical engineering designs and experience in the development of
large new commercial projects. The Business Plan includes a plan to
finance and develop the Trashfuel Project utilizing the Biofuels
Technology. (See "Research and Development - Trashfuel Project"
below)
There can be no assurance that the required capital will be
available to develop the Trashfuel Project, and even if adequate
capital is available, there can be no assurance that the Biofuels
Technology will perform on a commercial basis. The Company's future
operating results will depend on its ability to obtain adequate
financing to construct the Trashfuel Project. Expenses incurred for
the Trashfuel Project are being accounted for under line item
"Project Cost".
Results of Operations
The Company realized revenues of approximately $23,000 for the
nine-month period ended December 31, 1999, compared with approxi-mately
$168,000 for the corresponding period ended December 31,
1998. Cash requirements during the period were obtained from a
combination of internally generated cash flow from operations, asset
sales, and the sale of Rule 144 investment stock to private
individuals.
Revenues from oil and gas leasehold sales for the nine-month
period ended December 31, 1999 were zero compared to approximately
$15,000 for the corresponding period ended December 31, 1998. There
were no oil and gas leasehold sales, due to the Company's exploration
inactivity.
Revenues from the sale of the Company's geologic information
services were approximately $4,000 for the nine-month period ended
December 31, 1999, compared with approximately $4,000 for the
corresponding period ended December 31, 1998. Revenues from the
Company's geologic information services have declined steadily from
the 1986, 1993 and 1998 collapse of world crude oil prices.
Revenue from oil production was approximately $18,000 for the
nine-month period and approximately $6,000 for three-month period
ended December 31, 1999, respectively, compared to approximately
$9,000 and approximately $3,000 for the corresponding periods ended
December 31, 1998. Oil production revenues were up as a result of
increased world crude oil prices.
The Company incurred expenses related to the Company's oil and
gas leasehold sales of approximately ($2,400) for the nine-month
period ended December 31, 1999, compared to approximately $1,800 for
the comparable period ended December 31, 1998.
Expenses associated with the Company's geologic information
services were approximately $7,000 for the nine-month period ended
December 31, 1999, compared to approximately $9,000 for the
comparable period ended December 31, 1998.
Expenses associated with the Company's oil production and
exploration activities were zero for the nine-month period ended
December 31, 1999, due the abandonment in fiscal 1998 of the
Company's last operated well. There were no cost for the period
ended December 31, 1998, due to the Company's exploration
inactivity. General and administrative expense for the nine-month
period ended December 31, 1999 were approximately $64,000, compared
to approximately $84,000 for the comparable period ended December
31, 1998. This decline reflects the Company's basic inactivity in
its oil and gas sector.
The Company does not expect to realize significant cash flows
from the sale of leasehold interests, geologic information services,
or oil production and exploration activities during the remainder of
fiscal 2000, nor does it expect significant leasehold sales in the
foreseeable future, as the domestic oil industry continues to shrink
from unstable worldwide crude oil prices. The Company also
anticipates that it will operate at a loss for the remainder of the
2000 fiscal period, ended March 31, 1999, due to continued costs
incurred for its Trashfuel Project and costs related to its oil and
gas business.
The Company adopted Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes" [FASB 109] during the year
ended March 31, 1994. FASB 109 requires the Company to provide a net
deferred tax asset or liability equal to the expected future tax
benefit or expense of temporary reporting differences between book
and tax accounting and any available operating loss or tax credit
carry forwards. At March 31, 1997 and 1996, the total of the deferred
tax assets were $1,837,459 and $1,800,064 the total of all deferred
tax liabilities were $0 and $(1,789). The amount of and ultimate
realization of the benefits from the deferred tax assets for income
tax purposes is dependent, in part, upon the tax laws in effect, the
Company's future earnings, and other future events, the effects of
which cannot be determined.
Because of the uncertainty surrounding the realization of the
deferred tax assets, the Company has established a valuation
allowance of $1,837,459 and $1,800,064 as of March 31, 1997 and 1996,
which has been offset against the deferred tax assets. The net change
in the valuation allowance during the year ended March 31, 1997 was
$37,395. The cumulative effect of the change in accounting for income
taxes for prior years was not material to the statement of income for
the year ended March 31, 1999. The financial statements for prior
years have not been restated.
The Company has available at March 31, 1999, unused tax
operating loss carry forward of approximately $4,477,000 that may be
applied against future taxable income through 2012. No tax benefit
has been reported in the financial statements, because the Company
believes there is a 50% or greater chance the carry forwards will
expire unused. Accordingly, the potential tax benefits of the loss
carry forwards are offset by a valuation account of the same amount.
(See "Consolidated Financial Statements" above)
Financial Condition
Management continues to explore additional financing
alternatives for ongoing and future operations of the Company and
has entered into an agreement with the Scales Group for the
engineering, management, and construction of the Trashfuel Project.
There is no assurance that the efforts of management to locate and
secure additional financing will be successful, and the failure to
secure project financing would substantially alter management's
assumptions as herein presented.
Revenue reduction in the Company's overall oil and gas business
is related to effects of the 1986, 1993 and 1998 worldwide collapse
of crude oil price and the corresponding reduced oil and gas broker-age
activity of the Company. The reduced activity in its oil and gas
business, along with the Company's investment in Biomass
International, Inc. ("Biomass") without any intervening revenues,
have resulted in the Company incurring losses in its Biomass
investment aggregating approximately $4,100,000 from fiscal 1981
through March 31, 1992. Because of these circumstances the Company
is currently experiencing cash flow difficulties.
For the period ended December 31, 1999, the Company had no
additional research and development expense in Biomass, nor does it
expect to make any further investments in Biomass in the future, nor
does it expect to recover its investment in Biomass. On December 19,
1997, Dean W. Rowell, President of the Company, resigned as an
officer and director of Biomass to more fully pursue the Company's
oil and gas business and its Trashfuel Project development.
Management can give no assurances that it will be successful in
its endeavors to resolve its cash flow difficulties or that it will
be able to retain and ultimately recover its costs in oil and gas
leaseholds held for resale. The financial statements do not include
any adjustments relating to the amounts and classification of assets,
liabilities, income or expenses that might be necessary should the
Company be unable to successfully resolve these uncertainties and
continue in existence. In order to continue in existence the Company
is in need of additional financing from outside sources or from
internal operations. (See "Consolidated Financial Statements"
above)
For the period ended December 31, 1999, Mr. Rowell was able to
secure loans from the Company's credit cards up to approximately
$44,000 and approximately $131,000 from Trachyte Oil Company
("Trachyte"). Trachyte is a privately-held Utah corporation owned
100% by Mr. Rowell, the President of the Company. These amounts
largely offset the Company's cash flow difficulties and quarterly
operating deficit of approximately $164,000.
On August 31, 1999, due to the Company's continued cash flow
difficulties, the Company issued 80,000 newly issued shares of the
Company's common stock investment shares at $0.10 per share to one
unrelated third party, in exchange for $8,000 in cash. In November,
1999, the Company issued 200,000 newly issued shares of the Company's
common stock investment shares at $0.08 per share to two unrelated
third parties, in exchange for $16,000 cash; and 139,000 shares of
the Company's common stock investment shares at $0.09 per share to
four unrelated third parties, in exchange for $12,510 cash.
On December 21, 1999 due to the Company's continued cash flow
difficulties, the Company issued 100,000 newly issued shares of the
Company's common stock investment shares at $0.12 per share to one
unrelated third party, in exchange for $12,000 cash.
The Company's most significant assets are (1) its oil and gas
production income, (2) its oil and gas leaseholds held for resale,
approximating 40,000 net acres at December 31, 1999, including
leaseholds acquired under its unrelated third-party agreements, and
(3) its plan for the full development of the Trashfuel Project.
Other assets are; (4) the $4,477,000 tax loss carry forward, and (5)
the 5,252,556 shares of Biomass common stock. At December 31, 1999,
the Biomass shares had little value being bid $0.005 and asked $0.01
on the electronic OTC:BB. With little or no volume on a daily basis
for the past three years, Rule 144 sales of its Biomass shares appear
impractical for the Company in the foreseeable future.
The Company foresees a need for additional equity financing in
order to continue in existence, and may, in the future, seek to raise
additional funds through asset sales, bank and/or other loans, debt,
or equity offerings. Any such equity offerings, asset sales, or other
financing may either be private or public and may result in
substantial dilution to the then existing shareholders of the
Company.
Plan of Operation
There have been no significant changes in capitalization or
financial status during the past two years that are not reflected in
the financial statements. The Company's plan of operation during the
next twelve (12) months includes the following:
1. Aggressively pursue oil and gas lease acquisition with
third party investors.
2. Aggressively pursue financing for the Trashfuel Project
with the Scales Group and other current financial contacts.
3. Continue research and development, testing City Garbage
processing equipment and testing existing and new cellulose
enzymes.
4. Continue design and development of the Trashfuel Project.
5. Engage an investor relations person to disseminate
information about the Company, its technologies, and the
Trashfuel Project.
Research and Development - Trashfuel Project
The Company continues to research and develop its technologies
for the recycle of City Garbage into (1) valuable recycled metals,
glass, plastics, etc., products that are saleable in the existing
commercial salvage markets and (2) the recovery of City Garbage
derived cellulosic materials ("Celmat") convertible into fuel-grade
ethanol and Lignin. These efforts have led management to believe
that the Company has developed what appears to be a commercial
application of the Biofuels Technology for its future Trashfuel
Project, based on the Scales Group present technical engineering
designs and experience in the development of large new commercial
projects.
In 1993, the Company initiated a search for a way to commer-cially
exploit the Biofuels Technology. Idled plants, or plants
operating uneconomically, were initially considered the most
appropriate and viable alternative, resulting in the development of
the South Bend Project, which was based upon converting current City
Garbage incineration plants and current operating ethanol plants,
utilizing the Company's Biofuels Technology. The Company is still
considering this approach with owners of currently operation
incineration and ethanol plants.
Working with advisors, the Company has determined that a
grassroots construction of a state of the art City Garbage fed
recycle plant (the "Recycle Plant") co-located with a Celmat fed
ethanol plant (the "Ethanol Plant") would optimize operations. The
Trashfuel Project is based on this concept. In October, the Company
announced that it is conducting on-going discussions with the City
of Philadelphia regarding the possibility of locating a Company
owned Trashfuel Project plant in the City to process all of the
City's municipal garbage.
The Company, the Scales Group, and others are presently
attempting to obtain a project loan with unrelated third parties to
raise up to $250,000,000 (the "Loan"). The Loan, if obtained, would
be used to finance the design, construction and initial operations of
both the Recycle and Ethanol Plant facilities as a single economic
unit. It is the Company's belief that combined, and operated as one
economic unit, the two plants have better overall economic strengths
than each plant would have if operated as separate units.
There can be no assurance that the required Loan will be
available and there can be no assurance that the Biofuels Technology
will perform on a commercial basis. The Company's future operating
results will depend on its ability to obtain adequate financing to
construct the Trashfuel Project.
The Company, providing it is successful in receiving the Loan,
for which there is no assurance, anticipates building a Recycle
Plant to operate as a City Garbage sorting plant which could recycle
approximately 2,200,000 tons of City Garbage per year in 12-Modules,
expandable to approximately 26-modules capable of processing
5,000,000 tons of City Garbage per year. Initial construction will
consist of 2-Modules which will process 1,100 tons of City Garbage
per day. Once the 2-Module design is operational, and proof of
concept achieved, the plant will be expanded to the 12-Module design
capable of processing 6,600 tons of City Garbage per day.
The Recycle Plant will harvest all of the inorganic materials
in City Garbage and recycle them into clean saleable products such
as aluminum, copper, gold, steel, iron, glass, plastics, sand,
gravel, dirt, etc. ("Salvage"). The organic Celmat harvested
(approximately 60% of the total), consisting of paper, paper
products, yard and wood wastes, etc., will provide a low-cost
feedstock for the Ethanol Plant to manufacture Celmat into renewable
ethanol fuel. The City Garbage would be supplied to the Recycle
Plant by present haulers of City Garbage located in the Eastern U.S.
The Company, providing it is successful in receiving the Loan,
would construct an Ethanol Plant to operate using as feedstock for
the production of ethanol. The design capacity of the 12-Module
design Ethanol Plant will be approximately 85,000,000 gallons of
ethanol per year from 1,300,000 tons of Celmat, expandable to
200,000,000 gallons per year from approximately 3,000,000 tons of
Celmat per year, derived from 5,000,000 tons of City Garbage per
year.
At February 8, 2000, the Trashfuel Project, fundamentally, is
only an engineering concept where the Company is contemplating the
construction of two separate industrial plants using the Company's
Biofuels Technology, while present operations continue uninterrupted
at each plant site. The Company is pursuing the Loan and other
financing ideas through two wholly-owned subsidiaries, Standard
EnviroSystems, Inc. ("EnviroSystems") and Biofuels, Inc.
("Biofuels").
Final plans and final financial arrangements with unrelated
third-parties for the Loan on the Trashfuel Project had not been
finalized or completed as of February 8, 2000.
Inflation
Inflation continues to apply moderate upward pressure on the
cost of goods and services including those purchased by the Company.
Management believes the net effect of inflation on operations has
been minimal during the past two years.
Recent Accounting Pronouncements
There are no recent accounting pronouncements that will have a
material impact on the Company's financial statements.
Management's Conflicts of Interest
Material conflicts of interest exist and will continue to exist
between the Company, Trachyte, and Mr. Rowell, who is also the
President of Trachyte, a privately-held Utah corporation, whose
current major activities are the exploration and production of oil
and gas resources. The Company's policy is to offer any new oil and
gas property purchase first to the Company and then to Trachyte if
the Company is unable to accept the financial obligation of any
transaction. As of February 8, 2000, Mr. Rowell owns beneficially
approximately 50% of the common stock of the Company and 100% of the
common stock of Trachyte.
Geologic and other information which the Company has or develops
is available to Mr. Rowell, as an officer of the Company, and he may
use such information for the benefit of the Company in determining
which leases to buy or sell.Such information is also available to
Mr. Rowell, without cost, in connection with Mr. Rowell's personal
participation in the Leasing Programs.
On December 19, 1997, Mr. Rowell resigned as an officer and
director of Biomass, partially resolving any future conflict of
interest between the Company, Mr. Rowell, and Biomass. Although
Mr. Rowell is no longer affiliated with Biomass, the Company holds
in excess of 10% of the common stock of Biomass making the Company a
controlled person of Biomass under the Security Act of 1933, as
amended (the "Act"). Certain conflicts of interest may arise between
the Company, Biomass, and Mr. Rowell, depending on future develop-
ment of the biomass technology by Biomass and the future results from
the development of the Company's Biofuels Technology, to the extent
both companies may be involved in the ethanol production business.
During the fiscal period ended March 31, 1999, the Company
continued to experience severe cash flow difficulties, which have
continued into the 2000 fiscal period, and in which Trachyte has
received a demand note from the Company in the amount of $12,727
plus interest at 12% per annum. At February 8, 2000 the Company
owed Trachyte approximately $131,000. Neither Mr. Rowell nor
Trachyte received any common stock in exchange for debt forgive-
ness during the nine month period ended December 31, 1999.
During the seven year period since fiscal 1991, Trachyte has
helped financially support the Company largely due to Mr. Rowell's
efforts to secure loans from Trachyte for the Company during periodic
cash flow difficulties. During such periods, the several transactions
with Trachyte have provided the financial means for the Company to
pursue commercialization of the Trashfuel Project, otherwise the
Company would have been unable to pursue this goal. Final plans and
final financial arrangements had not been completed for the Trashfuel
Project as of February 8, 2000.
Mr. Rowell owes a duty of due care and fair dealing to both the
Company and Trachyte and the resolution of duties and conflicts in
favor of one company over the other may impair his duties to each
company. It is likely that any conflict of interest between the
Company and Trachyte requiring a determination may have to be settled
in favor of the Company to the detriment of Trachyte, as well as to
the detriment of the current and future shareholders of Trachyte.
Forward Looking Statements
The forgoing discussion in "Management's Discussion and Analysis
of Financial Condition and Results of Operation" contain
forward-looking statements, within the meaning of Section 27A of the
Securities Act of 1933, as amended (the "Act") and Section 21E of the
Act, which reflect Managements current views with respect to the
future events and financial performance. The Company cautions that
words used in this document such as "experts", "anticipates",
"believes" and "may" as well as similar words and expressions
identify and refer to statements describing events that may or may
not occur in the future, including among other things, statements
relating to anticipated growth and increased profitability, as well
as to statements relating to the Company's strategic plan, including
plans to develop the Trashfuel Project and to selectively acquire
other companies. These forward-looking statements and the matters to
which they refer to are subject to considerable risks and
uncertainties that may cause actual results to be materially
different from those described in this document, including, but not
limited to future financial performance and future events, competi-tive
pricing for services, costs of obtaining capital as well as
national, regional and local economic conditions. Actual results
could differ materially from those addressed in the forward-looking
statements. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date of this Form 10-QSB
report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None
Item 2. Changes in Securities. None.
Item 3. Defaults On Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information. None.
Item 6. Exhibits and Reports on Form 8-K, filed during the
quarter ended December 31, 1999. None.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
STANDARD ENERGY CORPORATION
(Registrant)
By:
Dean W. Rowell, President and
Chief Financial Officer
Date: February 8, 2000
