UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES
EXCHANGE ACT OF 1934
For the quarterly period ended February 29, 2000
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File number 0000093314
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STANDARD CAPITAL CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 91-1949078
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 - 15355 24th Avenue, Suite 287
White Rock, British Columbia, Canada V4A 2H9
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(Address of principal executive offices) (Zip Code)
1 - 604 - 538-4898
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Registrant's telephone number, including area code
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(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [X] No [ ] and ( ) has been
subject to filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding as of February 29, 2000
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Common Stock, $0.001 per share 1,295,000
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INDEX
Page
PART 1. Number
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ITEM 1. Financial Statements (unaudited) ........................ 3
Balance Sheet as at February 29, 2000 and August 31, 1999 4
Statement of Operations
For the three months ended February 29, 2000,
for the three months ended February28, 1999
and for the period from September 25, 1998
(Date of Incorporation) to February 29, 2000 ... 5
Statement of Changes in Shareholders' Equity
For the period from September 25, 1998 (Date of
Incorporation) to February 29, 2000 ............ 6
Statement of Cash Flows
For the three months ended February 29, 2000,
for the three months ended February 28, 1999
and for the period from September 25, 1998
(Date of Incorporation) to February 29, 2000 ... 7
Notes to the Financial Statements ....................... 8
ITEM 2. Plan of Operations ...................................... 11
PART 11 Signatures............................................... 12
2
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PART 1 - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheet of Standard Capital Corporation (an exploration
stage company) at February 29, 2000 (with comparative figures as at August 31,
1999) and the statement of operations and statement of cash flow for the three
months ended February 29, 2000, for the three months ended February 28, 1999 and
for the period from September 25, 1998 (date of incorporation) to February 29,
2000 and the statement of stockholders' equity for the period from September 25,
1998 (date of incorporation) to February 29, 2000 have been prepared by the
Company's management and they do not include all information and notes to the
financial statements necessary for a complete presentation of the financial
position, results of operations, cash flows, and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
Operating results for the quarter ended February 29, 2000, are not necessarily
indicative of the results that can be expected for the year ending August 31,
2000.
3
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STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEET
February 29, 2000
(with comparative figures at August 31, 1999)
(Unaudited - Prepared by Management)
2000 1999
---- ----
ASSETS
CURRENT ASSETS
Bank $ 16 $ 2,531
-------- --------
$ 16 $ 2,531
======== ========
LIABILITIES
Accounts payable and accrued liabilities $ 2,022 $ 2,002
Due to a director 6,255 6,255
-------- --------
8,277 8,257
-------- --------
STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.001 par
value, 1,295,000 shares issued and outstanding 1,295 1,295
Capital in excess of par value 8,055 5,955
Deficit accumulated during the exploration stage (17,611) (12,976)
-------- --------
Total Stockholders' Equity (deficiency) (8,261) (5,726)
-------- --------
$ 16 $ 2,531
======== ========
The accompanying notes are an integral part of these unaudited
financial statements.
4
<PAGE>
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
For the three months ended February 29, 2000, for the three months
ended February 28, 1999, For the six months ended February 29, 2000,
for the six months ended February 28, 1999 and
For the period from September 25, 1998 (Date of Inception) to February 29, 2000
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
FOR THE FOR THE FOR THE FOR THE
THREE THREE SIX SIX
MONTHS MONTHS MONTHS MONTHS DATE OF
ENDED ENDED ENDED ENDED INCEPTION TO
FEBRUARY 29, FEBRUARY 28, FEBRUARY 29, FEBRUARY 28, FEBRUARY 29,
2000 1999 2000 1999 2000
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
SALES $ -- $ -- $ -- $ -- $ --
---------- --------- --------- ------- --------
GENERAL AND
ADMINISTRATIVE
EXPENSES:
Accounting and audit 450 -- 900 -- 4,850
Annual fee -- -- -- -- 125
Bank charges and interest 16 18 37 23 127
Edgar filing fees 1,122 -- 1,122 -- 1,122
Franchise tax -- 50 -- 50 50
Geological report -- -- 500 -- 1,780
Incorporation costs -- 255 -- 255 255
Management fees 600 600 1,200 1,200 3,600
Office expenses -- -- (52) -- 356
Rent 300 300 600 600 1,800
Staking costs -- 368 -- 368 368
Telephone 150 158 300 300 900
Transfer agent's fees -- -- 28 -- 2,278
---------- --------- --------- ------- --------
NET LOSS $ (2,638) $ (1,741) $ (4,635) $(2,796) $(17,611)
========== ========= ========= ======= ========
NET LOSS PER COMMON SHARE
Basic $ -- $ -- $ -- $ --
========== ========= ========= =======
AVERAGE OUTSTANDING SHARES
Basic 1,295,000 329,490 1,295,000 329,490
========== ========= ========= =======
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
5
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STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from September 25, 1998 (Date of Inception) to
February 29, 2000
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE SEPTEMBER 25, 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
$0.01 - February 15, 1999 195,000 195 1,755 --
Issuance of common shares for cash at
$0.001 - April 19, 1999 100,000 100 -- --
Capital contribution - expenses -- -- 6,300 --
Net operating loss for the period ended
February 29, 2000 -- -- -- (17,610)
---------- -------- -------- --------
BALANCE FEBRUARY 29, 2000 1,295,000 $ 1,295 $ 8,055 $(17,610)
========== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
6
<PAGE>
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the six months ended February 29, 2000, for the six
months ended February 28, 1999 and For the period
from September 25, 1998 (Date of Inception) to
February 29, 2000
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
For the Six For the Six Date of
Months Months Inception
Ended Ended To
February 29, February 28, February 29,
2000 1999 2000
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (4,635) $ (2,796) $ (17,611)
Adjustments to reconcile net loss to
net cash provided by
operating activities:
Increase in accounts payable 20 -- 2,022
Increase in due to a director -- 255 6,255
---------- ----------- ----------
Net Cash from Operations (4,615) (2,541) (9,334)
---------- ----------- ----------
CASH FLOWS FROM
Capital contribution - expenses 2,100 2,100 6,300
Proceeds from issuance of
common stock -- 3,050 3,050
---------- ----------- ----------
2,100 5,150 9,350
---------- ----------- ----------
Net Increase in Cash (2,515) 2,609 16
Cash at Beginning of Period 2,531 -- --
---------- ----------- ----------
CASH AT END OF PERIOD $ 16 $ 2,609 $ 16
========== ============ ========
</TABLE>
The accompanying notes are an integral part of these unaudited
financial statements.
7
<PAGE>
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2000
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on
September 25, 1998 with the authorized common stock of 25,000,000
shares at $0.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties. At the report date mineral claims, with unknown
reserves, had been acquired. The Company has not established the
existence of a commercially minable ore deposit and therefore has not
reached the development stage and is considered to be in the
exploration stage (see note 3).
The Company has completed one Regulation D offering of 1,295,000 shares
of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method
of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of
dividends.
Income Taxes
On February 29, 2000 the Company had a net operating loss carry forward
of $17,611. The tax benefit from the loss carry forward has been fully
offset by a valuation reserve because the use of the future tax benefit
is doubtful since the Company has no operations. The loss carry forward
will expire in 2019.
Earnings (Loss) per Share
Earnings (Loss) per share amounts are computed based on the weighted
average number of shares actually outstanding using the treasury stock
method in accordance with FABS Statement No. 128.
8
<PAGE>
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2000
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a
maturity, at the time of purchase, of less than three months, to be
cash equivalents.
Capitalization of Mineral Claim Costs
Cost of acquisition, exploration, carrying and retained unproven
properities are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value. Expenditures
for mining equipment are capitalized and depreciated over their useful
life.
Environmental Requirements
At the date of the balance sheet environmental requirements related to
the mineral leases acquired (Note 3) are unknown and therefore any
estimate of any future cost cannot be made.
Financial Instruments
The carrying amounts of financial instruments, including cash, accounts
payable and accrued liabilities are considered by management to be
their standard fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
These estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
9
<PAGE>
STANDARD CAPITAL CORPORATION
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2000
(Unaudited - Prepared by Management)
3. AQUISITION OF MINERAL CLAIM
The Company acquired one 18 unit metric claim known as the Standard
claim situated within the Bridge River gold camp near the town of Gold
Bridge, 160 kilometres north of Vancouver, British Columbia, with an
expiration date of February 23, 2001. The renewal cost of these claims
is $1,800. The costs of staking and filing have been expensed.
4. RELATED PARTY TRANSACTIONS
Related parties acquired 7.7 % of the common shares issued for cash.
5. GOING CONCERN
The Company will need additional working capital to be successful in
its efforts to develop the mineral lease acquired and therefore
continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company
has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing,
which will enable the Company to operate for the coming year.
Management recognizes that, if it is unable to raise additional
capital, the Company cannot be successful in its efforts.
10
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ITEM 2. PLAN OF OPERATIONS
The Company has not undertaken any exploration activities on its mineral claim.
It does not expect to undertake any exploration activities until the late summer
or fall of 2000.
Liquidity and Capital Resources
The Company will require additional funds to undertake a further work program in
2000. No indication or decision as yet has been made by management as to where
these funds will be obtained from for any future exploration work on the
Company's mineral claim.
Results of Operations
There have been no operations during the current period.
11
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SIGNATURES
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 CAPITAL CORPORATION
(Registrant)
July 18, 2000 /s/ "Del Thachuk"
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Date Del Thachuk - President and Director
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