December 14, 2005
Mr. E. Del Thachuk
President and Chief Executive Officer
Standard Capital Corporation
2429-128th Street
Surrey, B.C., Canada, V4A 3W2
Re: Standard Capital Corporation
Registration Statement on Form SB-2
Filed November 10, 2005
File No. 333-129622
Form 10-KSB for the Fiscal Year Ended August 31, 2005
Filed October 25, 2005
File No. 0-30402
Dear Mr. Thachuk:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Many of our comments apply to disclosure that appears in more
than
one place. To eliminate the need for us to issue repetitive
comments, please make corresponding changes to all affected
disclosure, wherever it appears in your document.
2. At times, your disclosure appears inconsistent with the status
of
your current business operations. As appropriate, please revise
to
include necessary context, including an emphasis on your lack of
an
operating history and failure to generate any operating revenues
since inception. For example, you refer to your "mineral
properties," you state you are "engaged in the acquisition and
exploration of mineral properties." However, it appears you have
rights related to only one property and that you are not engaged
in
the acquisition or exploration of any properties. Your
registration
statement should provide a fair and complete picture of your
business, including balanced and accurate disclosure.
3. Please update your disclosure with each amendment to the most
recent practicable date. For example, update the status of your
application with the OTC Bulletin Board. Also, provide an updated
consent from your independent accountant in each subsequently
filed
amendment.
Prospectus Summary, page 3
4. Please eliminate the suggestion that you only provide an
"overview
of selected information." Rather, make clear that this section
summarizes all material information contained in your prospectus.
5. Please tell us what affiliation exists between the company and
Edward Skoda. We note that title to the Standard Claim remains
recorded in the name of Edward Skoda who you describe as an "arms-
length mining consultant."
Selected Financial Information, page 4
6. Please provide a more precise date for when you completed your
private placement, rather than simply stating that it occurred
"subsequent to August 31, 2005."
7. Please revise your description of how you used the proceeds
raised
in your private placement and account for the entire amount.
Currently, the amounts remaining in cash and having been expended
does not add up to the amount raised. Also, the expended amount
does
not equal the number listed as the "[a]mount paid from funds
raised
on private placement."
8. We note certain financial information presented on this page do
not agree to the corresponding information on your audited
financial
statements. For example, the shareholders` deficit amount as of
August 31, 2005 reported on this page is $105,389. The
shareholders`
deficit amount as of the same period reported on your balance
sheet
is $72,939. Please revise as necessary.
Risk Factors, page 5
If we don`t raise enough money for exploration..., page 6
9. Disclose the length of time you estimate to be able to continue
operations with the cash you currently have. Please include the
same
discussion in Management`s Discussion and Analysis of Financial
Condition.
Because we may be unable to meet property maintenance
requirements..., page 8
10. Disclose the amount of the annual payment and minimum amount
of
expenditures that you must make to maintain your interest in the
Standard Claim.
Selling Security Holders, page 13
11. Please describe any material relationship between the company
and
any of the other shareholders. Refer to Item 507 of Regulation S-
B.
Plan of Distribution, page 15
12. We note that the selling shareholders may engage in short
sales
of your common stock. Please see Corporation Finance Telephone
Interpretation A.65 in that regard.
Business, page 16
Business development of issuer since inception, page 16
13. We note that you acquired, by staking, the Standard mineral
claim
in 1999. Please provide further disclosure to explain how staking
works. Also, make clear whether the $3,050 in initial seed
capital
was used in this acquisition.
14. Please identify the independent professional geologist who you
commissioned to prepare a geological report on the Standard Claim
in
May 1999. Also, identify the consultant you engaged in October
2005
to undertake exploration work on the Standard Claim.
15. Identify William Timmins and Calvin Church as experts for
their
review and analysis of the Standard Claim. File both reports as
exhibits pursuant to Item 601 of Regulation S-B or explain why
this
is not necessary. We note Timmins` consent filed as Exhibit 23.3.
Please file Church`s consent as well.
16. Describe the additional work you have undertaken in 2005 to
maintain the Standard Claim for a further year. Also, disclose
whether you will file this work program with the Ministry and the
consequences that may arise if you do not.
Management`s Discussion and Analysis..., page 21
17. Please describe any known trends or uncertainties that you
have
had or reasonably expect will have a material favorable or
unfavorable impact on short-term or long-term liquidity.
Our planned exploration program, page 23
18. Please provide the basis for anticipating $25,000 in
exploration
costs over the next twelve months on the Standard Claim.
Principal Shareholders, page 32
19. In footnote 2 to your table, you state "...to which such
shares
may be required in the next 60 days...." This does not conform to
the language of Rule 13d-3 of the Exchange Act. Please revise
accordingly.
Market Information, page 35
20. We note that if your common stock is not quoted on the OTCBB,
it
will be traded, if at all, in the over-the-counter market. Please
clarify.
21. You state that the wide fluctuations of the market prices for
thinly traded stocks "may adversely affect the trading price of
[your] shares regardless of [your] future performance and that of
Henley." Please clarify who or what is Henley.
Additional Information, page 37
22. Please revise this section to include the SEC`s current
address.
Form 10-KSB for the Fiscal Year Ended August 31, 2005
Description of Property, page 11
23. You make references to mines and other mineral properties that
exist in the area of your property. This may misguide investors
into
inferring that your property may have commercial mineralization,
because of its proximity to these mines and properties. Remove
information about mines, prospects or companies operating in or
near
to your property. Focus your disclosure on your property.
Control and Procedures, page 18
24. Please note that Item 307 of Regulation S-B requires an
evaluation of the disclosure controls and procedures to be
performed
"as of the end of the period" covered by the quarterly or annual
report, rather than "as of a date within 90 days of the filing
date"
of the quarterly or annual report. Please perform the evaluation
as
of the end of the period covered by the quarterly or annual
report,
and revise your disclosure accordingly.
25. Please indicate whether there were any changes to internal
controls over financial reporting as opposed to only the
"significant" changes. Please refer to paragraph (c) of Item 308
of
the Regulation S-B.
Principal Accountant Fees and Services, page 28
26. We note you presented fees billed by your independent
accountants
on an aggregated basis for the last two years. Please present the
fees and services information for each of the last two years
separately in accordance with Item 14 of Form 10-KSB.
Exhibit 99.3
27. Please revise the certification to be consistent with the
language specified under Instruction 31 to Item 601 of Regulation
S-
B. Please ensure that this change is also reflected in your
quarterly filings.
Closing Comments
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Yong Choi at (202) 551-3758 or April
Sifford,
Branch Chief, at (202) 551-3684 if you have questions regarding
comments on the financial statements and related matters. Please
contact Roger Baer, Mining Engineer, if you have questions
regarding
the engineering comments. Please contact Jason Wynn at (202) 551-
3756 or Tangela Richter, Branch Chief, at (202) 551-3685 with any
other questions. Direct all correspondence to the following ZIP
code: 20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Y. Choi
A. Sifford
J. Wynn
T. Richter
via facsimile
E. Del Thachuk
(604) 538-5939
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Mr. E. Del Thachuk
Standard Capital Corporation
December 14, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE
MAIL STOP 7010