(x)
|
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
1934
|
For
the
fiscal year ended August 31, 2007
|
(
)
|
TRANSACTION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the
transaction period from to
|
|
Commission
File
Number 0-25707
|
STANDARD
CAPITAL CORPORATION
|
(Exact
name of Company as specified in
charter)
|
Delaware
|
91-1949078
|
State
or other jurisdiction of incorporation or organization
|
(I.R.S.
Employee I.D. No.)
|
2429
-
128th
Street
Surrey,
British Columbia, Canada
|
V4A
3W2
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number 1-604-538-4898
|
Title
of each share
None
|
Name
of each exchange on which registered
None
|
ITEM
1.
|
DESCRIPTION
OF BUSINESS
|
4
|
ITEM
2.
|
DESCRIPTION
OF PROPERTY
|
11
|
ITEM
3.
|
LEGAL
PROCEEDINGS
|
14
|
ITEM
4.
|
SUBMISSION
OF MATTERS TO VOTE OF SECURITIES HOLDERS
|
14
|
PART
II
|
||
ITEM
5.
|
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
14
|
ITEM
6.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
15
|
ITEM
7.
|
FINANCIAL
STATEMENTS
|
18
|
ITEM
8.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
18
|
ITEM
8A
|
CONTROLS
AND PROCEDURES
|
19
|
PART
III
|
||
ITEM
9.
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
SECTION 16 (a) OF THE EXCHANGE ACT
|
19
|
ITEM
10.
|
EXECUTIVE
COMPENSATION
|
22
|
ITEM
11.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDERS MATTERS
|
24
|
ITEM
12.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
25
|
PART
IV
|
||
ITEM
13.
|
EXHIBITS
AND REPORTS ON FORM 8-K
|
26
|
ITEM
14
|
PRINCIPAL
ACCOUNTANTS FEES AND SERVICES
|
27
|
SIGNATURES
|
29
|
|
- |
Make
a suitability determination prior to selling a penny stock to the
purchaser;
|
- |
Receive
the purchaser’s written consent to the transaction;
and
|
- |
Provide
certain written disclosures to the
purchaser.
|
2.
|
We
may, in the future, conduct offerings of our common stock in which
case
all shareholdings will be diluted.
|
3.
|
There
are certain internal and external forces will affect the value of
our
trading shares.
|
4.
|
We
may not be able to maintain a quotation of our common stock on the
OTCBB
due to not filing the required information as it is due, which would
make
it more difficult for an investor to sell our shares.
|
7.
|
We
want to advise our shareholders and future investors that the purchase
of
shares in our Company involves a high degree of
risk.
|
1.
|
Our
auditors have indicated, in their opinion report, a concern regarding
the
going concern status of our
Company.
|
2.
|
We
lack an operating history and have accumulated losses, which are
expected
to continue into the future.
|
- |
Our
ability to successfully explore the Standard
claim;
|
- |
Our
ability to generate future revenues from a viable ore reserve on
the
Standard claim; and
|
- |
Our
ability to reduce our exploration costs in order to increase our
profit
margins.
|
3.
|
Presently
we have only four employees and will require additional employees
during
the exploration of the Standard
claim.
|
4.
|
Our
mineral claim is considered “grass roots” because it has not had adequate
exploration work performed on it to identify an ore
reserve.
|
6.
|
We
may not be able to raise money for exploration when needed due to
the
prevailing price of gold which is beyond our
control.
|
7.
|
Our
Company is a one-property company, which does not allow for exploration
of
another mineral claim in the event no ore reserve is discovered on
the
Standard claim.
|
8.
|
Our
mineral property, when explored, may not be of economic quality to
warrant
a decision to go into production.
|
9.
|
We
will have to compete with both large and small mining companies for
such
things as money, properties of merit, workers and
supplies.
|
10.
|
Weather
interruptions in the Province of British Columbia may affect and
delay the
proposed exploration operations.
|
11.
|
The
terrain surrounding the Standard claim is rugged and is not conducive
to
exploration activities.
|
12.
|
We
will have to address the environmental concerns in the Bralorne area
and
adhere to the various Acts legislated to protect the
environment.
|
13.
|
We
are a small Company without much money to devote to a full exploration
program
|
on
our mineral claim.
|
14.
|
We
cannot guarantee the title of our claim since there may be unregistered
claims that we are unaware of at this
time.
|
15.
|
At
the present time, we will have difficulty in attracting mining personnel
who would like to work for a well-funded company having an assortment
of
mineral properties.
|
16.
|
We
do not carry any insurance policy to protect workers during the
exploration stage other than as required by
legislation.
|
17.
|
Our
Directors do not have experience in hard rock mining and none of
the
officers are professional
geologists.
|
18.
|
We
do not carry a policy for key man insurance, which in the event we
wish to
replace our management team funds will not be available to do
so.
|
Claim
Name
|
Tenure
No.
|
Units
|
Expiry
Date
|
Standard
|
367933
|
18
|
February
23, 2008
|
Expenditure
|
Amount
|
|
Accounting
and audit
|
i
|
$
7,745
|
Bank
charges
|
125
|
|
Consulting
fees
|
ii
|
5,000
|
Edgar
filings
|
iii
|
1,150
|
Exploration
and filing fees
|
iv
|
4,000
|
Filing
fees and franchise taxes
|
v
|
396
|
Management
fees
|
vi
|
2,400
|
Office
|
vii
|
2,353
|
Rent
|
viii
|
1,200
|
Telephone
|
ix
|
600
|
Transfer
agent's fees and interest
|
x
|
1,326
|
Total
expenses
|
$
26,295
|
i. |
The
Company accrues $495 for November’s fee and $500 each for February’s and
May’s fees to its auditors, Madsen & Associates, CPA's Inc., for the
review of its 10-QSBs and $2,500 for the examination of the Form
10-KSB.
In addition, the Company has accrued $750 each for its November 10-QSB,
February and May 10-QSBs; also, $1,500 has been accrued for this
Form
10-KSB in order that the accountant can prepare the applicable working
papers and other information to be submitted to the auditors for
their
review of the Form 10-QSBs and
10-KSBs.
|
Expenditures
|
Requirements
For
Twelve
Months
|
Current
Accounts
Payable
|
Required
Funds
for
Twelve Months
|
|
Accounting
and audit
|
1
|
$
7,500
|
$
31,840
|
$
39,340
|
Bank
charges
|
200
|
-
|
200
|
|
Edgar
filing fees
|
2
|
1,150
|
-
|
1,150
|
Exploration
expenses
|
3
|
3,100
|
-
|
3,100
|
Filing
fees and franchise taxes
|
4
|
315
|
-
|
315
|
Office
|
5
|
1,500
|
371
|
1,871
|
Transfer
agent's fees
|
6
|
1,200
|
-
|
1,200
|
Estimated
expenses
|
$
14,965
|
$
32,211
|
$
47,176
|
Filings
|
Accountant
|
Auditors
|
Total
|
Form
10-QSB - Nov. 30, 2007
|
$
750
|
$
500
|
$
1,250
|
Form
10-QSB - Feb 28, 2008
|
750
|
500
|
1,250
|
Form
10-QSB - May 31, 2008
|
750
|
500
|
1,250
|
Form
10-KSB - Aug 31, 2008
|
1,250
|
2,500
|
3,750
|
$
3,500
|
$
4,000
|
$
7,500
|
Name
|
Age
|
Position
Held
|
Term
as Director Since
|
Del
Thachuk
|
71
|
President
and Director
|
1998
|
Maryanne
Thachuk
|
70
|
Secretary
Treasurer
|
-
|
B.
Gordon Brooke
|
63
|
Chief
Financial Officer, Chief Accounting Officer and Director
|
2004
|
(1)
|
filed
a petition under the federal bankruptcy laws or any state insolvency
law,
nor had a receiver, fiscal agent or similar officer appointed by
the court
for the business or property of such person, or any partnership in
which
he was a general partner at or within two years before the time of
such
filings;
|
(2)
|
was
convicted in a criminal proceeding or named subject of a pending
criminal
proceeding (excluding traffic violations and other minor
offenses);
|
(3)
|
was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the following
activities:
|
(i)
|
acting
as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliate
person, director or employee of any investment company, or engaging
in or
continuing any conduct or practice in connection with such
activity;
|
(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
Securities and Exchange Commission to have violated any federal or
state
securities law, and the judgment in such civil action or finding
by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
|
(6) |
was
found by a court of competent jurisdiction in a civil action or by
the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
Name
|
Position
|
Form
|
Date
Report Filed
|
Del
Thachuk
|
Chief
Executive Officer.
President
and Director
|
3
5
4
|
September
11, 2002
November
17, 2003
November
28, 2005
|
Maryanne
Thachuk
|
Secretary
Treasurer
|
3
4
|
November
21, 2003
November
28, 2006
|
B.
Gordon Brooke
|
Chief
Financial Officer, Chief
Accounting
Officer and Director
|
3
4
|
March
5, 2004
November
23, 2005
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
<S>
|
||||||||
Name
and Principal
position
|
Year
|
Salary
|
Bonus
($)
|
Other
annual
Comp.
($)
|
Restricted
stock
awards
($)
|
Options/
SAR
(#)
|
LTIP
payouts
($)
|
All
other
compensation
($)
|
Del
Thachuk
Chief
Executive
Officer,
President
and
Director
|
2004
2005
2006
2007
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Maryanne
Thachuk
Secretary
Treasurer
|
2004
2005
2006
2007
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Alexander
J. Ibsen
Former
Chief Financial Officer and Director
|
2005
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
B.
Gordon Brooke
Chief
Accounting Officer
, Chief
Financial
Officer and
Director
|
2004
2005
2006
2007
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
-0-
-0-
-0-
-0-
|
Name
and Address of
Beneficial Owner
|
Nature
of Ownership
(1)
|
Amount
of
Beneficial Ownership
|
Percent
of
Class
|
DEL
THACHUK
2429
- 128th
Street
Surrey,
British Columbia, Canada,
V4A 3W2
|
Direct
|
200,000
(i)
|
8.75
|
MARYANNE
THACHUK
2429
- 128th
Street
Surrey,
British Columbia, Canada,
V4A 3W2
|
Direct
|
20,000(i)
|
.01
|
GORDON
BROOKE
115
Angelene Street
Mississauga,
Ontario, Canada,
|
Direct
|
50,000(i)
|
.02
|
Director
and Officers as a whole
|
Direct
|
270,000
|
8.78
|
(1)
|
All
shares owned directly are owned beneficially and of record, and such
shareholder has sole voting, investment and dispositive power, unless
otherwise noted.
|
(2)
|
These
shares have been sold but the certificate has not been changed to
denote
the new owner.
|
Title
of Document
|
Page
|
Report
of Madsen & Associates, CPA’s Inc.
|
29
|
Balance
Sheet as at August 31, 2007 and 2006
|
30
|
Statement
of Operations for the years ended August 31, 2007 and 2006 and for
the
period from September 24, 1998 (Date of Inception) to August 31,
2007
|
31
|
Statement
in Changes in Stockholders’ Equity for the period from September 24, 1998
(Date of Inception) to August 31, 2007
|
32
|
Statement
of Cash Flows for the years ended August 31, 2007 and 2006 and for
the
period from September 24, 1998 (Date of Inception) to August 31,
2007
|
33
|
Notes
to the Financial Statements
|
34
|
1.1
|
Certificate
of Incorporation (incorporated by reference from Standard’s Registration
Statement on Form 10-SB filed on December 6,
1999)
|
1.2
|
Articles
of Incorporation (incorporated by reference from Standard’s Registration
Statement on Form 10-SB filed on December 6,
1999)
|
1.3
|
By-laws
(incorporated by reference from Standard’s Registration Statement on Form
10-SB filed on December 6, 1999)
|
99.1
|
Certificate
Pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer)
|
99.2
|
Certification
of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
99.3
|
Certificate
Pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer)
|
99.1
|
Certification
of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
MADSEN
& ASSOCIATES, CPA’s INC.
|
684
East Vine Street, #3
|
Certified
Public Accountants and Business Consultants Board
|
Murray,
Utah, 84107
|
Telephone:
801-268-2632
|
|
Fax:
801-262-3978
|
August
31, 2007
|
August
31, 2006
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$
4,338
|
$
2,257
|
Total
Current Assets
|
$
4,338
|
$
2,257
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||
CURRENT
LIABILITIES
|
||
Accounts
payable
|
$
32,211
|
$
31,056
|
Accounts
payable - related parties
|
50,448
|
27,427
|
82,659
|
58,483
|
|
STOCKHOLDERS’
DEFICIENCY
|
||
Common
Stock
|
||
200,000,000
shares authorized, at $0.001 par value
2,285,000
shares issued and outstanding
|
2,285
|
2,285
|
Capital
in excess of par value
|
88,065
|
83,865
|
Deficit
accumulated during the pre-exploration stage
|
(168,671)
|
(142,376)
|
Total
Stockholders’ Deficiency
|
(78,321)
|
(56,226)
|
|
$
4,338
|
$
2,257
|
Aug
31, 2007
|
Aug
31, 2006
|
Sept
24, 1998 to
Aug 31, 2007
|
|
REVENUES
|
$
-
|
$
-
|
$
-
|
EXPENSES
|
|||
Exploration
|
4,000
|
3,761
|
17,617
|
General
expenses
|
22,295
|
33,226
|
151,054
|
NET
LOSS
|
$
(26,295)
|
$
(36,987)
|
$
(168,671)
|
NET
LOSS PER COMMON SHARE
|
|||
Basic
and diluted
|
$
(0.01)
|
$
(0.02)
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
Basic
|
2,285,000
|
2,203,630
|
Common
Shares
|
Stock
Amount
|
Capital
in Excess
of
Par
Value
|
Accumulated 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)
|
Issuance
of common shares for cash at0.05
- September 30, 2005
|
990,000
|
990
|
48,510
|
-
|
Capital
contributions
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended August 31, 2006
|
-
|
-
|
-
|
(36,987)
|
Capital
contributions
|
-
|
-
|
4,200
|
-
|
Net
operating loss for the year ended August 31, 2007
|
-
|
-
|
-
|
(26,295)
|
Balance,
August 31, 2007
|
2,285,000
|
2,285
|
88,065
|
(168,671)
|
Aug
31,
2007
|
Aug
31,
2006
|
Sept
24, 1998
to
Aug 31, 2007
|
|
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
|||
Net
loss
|
$
(26,295)
|
$
(36,987)
|
$
(168,671)
|
Adjustments
to reconcile net loss to
net cash provided by
operating
activities:
|
|||
Change
in accounts payable
|
4,784
|
(17,212)
|
32,211
|
Capital
contributions - expenses
|
4,200
|
4,200
|
37,800
|
Net
Change in Cash from Operations
|
(17,311)
|
(49,999)
|
(98,660)
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING
ACTIVITIES:
|
|||
Advances
from related parties
|
19,392
|
2,653
|
50,448
|
Proceeds
from issuance of common
stock
|
-
|
49,500
|
52,550
|
19,392
|
52,153
|
102,998
|
|
Net
Increase in Cash
|
2,081
|
2,154
|
4,338
|
Cash
at Beginning of Period
|
2,257
|
103
|
-
|
CASH
AT END OF PERIOD
|
$
4,338
|
$
2,257
|
$
4,338
|
SCHEDULE
OF NONCASH OPERATING
ACTIVITIES
|
|||
Capital
contributions - expenses
|
$
4,200
|
$
4,200
|
$
37,800
|
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
shares with a par value of $0.001 per
share.
|
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.
|
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.
|
The
Company does not have any concentration or related financial credit
risk.
|
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.
|
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, 2008. 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.
|
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.
|
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.
|
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,
and long
term financing, which will enable the Company to operate for the
coming
year.
|