U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED March 31, 2009
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (the "Act")
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.)
447 Bearcat Drive
Salt Lake City, Utah 84115-2517
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number, including area code: (801) 364-9000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the 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 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 .
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Issuer's knowledge, in
definitive proxy or information statement incorporated by reference
in Part III of this Form 10-KSB, or any amendment to this Form 10-
KSB .
The Issuer's revenue for the fiscal year ended March 31, 2009 was
approximately $68,126.
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As of June 29, 2009, 188,309,554 shares of the Issuer's common
stock were issued and outstanding of which 55,375,737 shares were
held by non-affiliates. As of June 29, 2009, the aggregate market
value of shares held by non-affiliates, based upon the closing
price reported by the Bulletin Board market reporting system,
operated by Nasdaq of $0.005 bid, was approximately $276,878.
TABLE OF CONTENTS
Page
PART I.................................................. 4
Item 1. DESCRIPTION OF BUSINESS......................... 4
General............................................... 4
Oil and Gas Leases.................................... 4
Leasing Programs...................................... 6
Geologic Information Services......................... 7
Oil and Gas Exploration and Production................ 8
Competition........................................... 8
Research and Development of the Biofuels Technology... 9
Government Regulations................................ 10
Insurance............................................. 10
Environmental Matters................................. 10
Employees............................................. 11
Item 2. PROPERTIES...................................... 11
Headquarters.......................................... 11
Oil and Gas Leaseholds................................ 11
Item 3. LEGAL PROCEEDINGS............................... 11
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS................................ 12
PART II................................................. 12
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS............. 12
Price Range of Common Stock........................... 12
Approximate Number of Equity Security Holders......... 12
Dividends............................................. 13
Shares Issued in Unregistered Transactions............ 13
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION.............. 14
General............................................... 14
Results of Operations................................. 15
Financial Condition................................... 16
Plan of Operation..................................... 18
Inflation............................................. 19
Recent Accounting Pronouncements...................... 19
Off-Balance Sheet Arrangements........................ 19
Management's Conflicts of Interest.................... 19
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..... 20
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Table of Contents Continued
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE................ 20
Item 8A. CONTROLS AND PROCEDURES........................ 20
Disclosure Controls and Procedures.................... 20
Management's Annual Report on Internal Controls Over
Financial Reporting................................... 20
Changes in Internal Controls.......................... 21
Evaluation of Disclosure Controls and Procedures...... 22
PART III................................................ 22
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)
OF THE EXCHANGE ACT............................. 22
Identification of Directors and Executive Officers.... 22
Significant Employees................................. 23
Family Relationships.................................. 23
Other Involvement in Certain Legal Proceedings........ 23
Administration Actions................................ 24
Compliance with Section 16(a)......................... 24
Code of Ethics........................................ 24
Audit Committee Financial Reports..................... 24
Item 10. EXECUTIVE COMPENSATION......................... 24
Summary Annual Compensation Table..................... 24
Compensation Pursuant to Plans........................ 25
Other Compensation.................................... 25
Compensation of Directors............................. 25
Termination of Employment and Change of Control
Arrangements........................................ 25
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.......................... 26
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. 26
Transactions with Management and Others............... 26
Forward Looking Statements............................ 27
Indebtedness of Management............................ 27
Parents of Company.................................... 27
PART IV................................................. 28
Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K............................ 28
Exhibits to Form 10-KSB............................. 28
Reports on Form 8-K................................. 28
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES......... 28
Exhibit 31.......................................... 29
SIGNATURE PAGE...................................... 30
Exhibit 32 Chief Executive Officer Certification.... 31
SIGNATURE PAGE...................................... 32
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
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Standard Energy Corporation's ("the Company") principal
business is, and historically has been, the acquisition of
unproven oil and gas leaseholds with the intent of reselling or
drilling and developing such leaseholds with third-parties,
acquiring primarily federal oil and gas leaseholds through the
BLM leasing program. The Company also obtains leases through
purchases in competitive bidding programs offered by various
state agencies, principally the States of Utah and Wyoming.
Fundamentally, the Company has two principal businesses.
They are its traditional oil and gas lease activities including
producing and non-producing lease and royalty holdings and its
"Biofuel Projects".
The Company, which is known within the industry as a buyer
and seller of leases, typically is approached by a potential
buyer for one or more of its leasehold interests. Negotiations
generally ensue and a dollar price and retained royalty interest
is agreed upon and a sale concludes.
Oil and Gas Leases
The Company had limited participation in the Leasing Program
from 1986 through the year ended March 31, 2009, except through
its participation agreements with certain unrelated third parties
on a limited basis. The Company presently has limited funds
available to participate in such Leasing Programs due to the
deposit feature penalizing many of the less capitalized
participants and provides a substantial advantage to Leasing
Program participants which have greater financial resources than
the Company. (See "Management's Discussion and Analysis of
Financial Condition and Results of Operations")
The location and gross and net acreage of the Company's
inventory of oil and gas leaseholds at March 31, 2009 were
approximately as follows:
Location Gross Acres Net Acres
Utah 4,596 3,338
Wyoming 4,267 4,267
Total 8,863 7,605
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A gross acre consists of 100% of the working interest. A net
acre is calculated by gross acres multiplied by the percentage of
working interest owned.
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The above chart does not include the Company's interest in
unrelated third-party leasehold acquisitions and leasehold sales.
Third-party leasehold inventory was approximately 10,000 gross
acres at fiscal year ended March 31, 2009. Also during the fiscal
period, the Company's ability to acquire additional leaseholds
was adversely affected. Because the Company has no financial
basis in such leaseholds, the Company's financial statements and
the foregoing acreage charts do not reflect the acquisition of
such newly acquired leaseholds. As third-party leasehold sales
take place, revenue is recorded under line item "Sales of oil and
gas leasehold interest".
Management has adopted a policy of periodically evaluating
each of the leaseholds held by the Company to determine whether
the current market value of a leasehold justifies making
additional rental payments and abandons (writes off) those
leaseholds for which it does not wish to continue making rental
payments. The amount of acreage abandoned and sold by the Company
in each of the last two fiscal years has caused the Company's
balance of inventory to increase over the course of such period,
primarily due to the upturn in the domestic oil industry. No
independent appraisals are obtained by the Company on leases
purchased, nor is there an independent committee of the Board of
Directors which evaluates any of its leases.
The Company's policy is to acquire and hold leaseholds in
inventory for a period generally not longer than five years in
order to maximize the gain to the Company on such leasehold
costs. The Company does not advertise for the sale of leases
owned by it, but rather believes that most of its leasehold
purchasers become aware of the Company's leaseholds through an
examination of BLM records or other means. During the Company's
two fiscal years ended March 31, 2009 and 2008, revenues from oil
and gas lease royalties during such period were approximately
$66,176 and $52,110 respectively. (See "Consolidated Financial
Statements")
The Company's oil and gas leasehold inventory remains at
approximately 15,000 net acres at the year ended March 31, 2009,
including leaseholds acquired under third-party agreements.
Although its leasing activity was reduced substantially due to
the sharp decline in exploration activities during the last five
fiscal years, the Company believes it can continue its present
lines of business, including the purchase and sale of newly
acquired oil and gas leaseholds, due to the increase in price of
domestic oil and gas during the past two years.
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The Company retains a royalty interest, ranging from 1% to
6%, in substantially all of the leaseholds which it has resold.
Since 1981, the Company has not received any substantial earnings
from retained royalty interests in resold leaseholds. The
majority of the leases acquired by the Company are leaseholds
granted by the BLM subject to a 12-1/2% gross royalty interest in
favor of the federal government's BLM.
The majority of the Company's inventory of undeveloped
leases are subject to the jurisdiction of the BLM, with the
balance being leased from agencies of various Rocky Mountain
states. As a result of the advance lease deposits required under
the Leasing Programs, and the Company's current working capital
difficulties, it may be expected that the percentage of leases
acquired in the future from such states may increase. BLM
leaseholds granted under the Leasing Program are leased by the
BLM at an annual rental of $1.50 per acre, and $2.00 per acre for
leases acquired and held for more than five years.
The majority of the Company's BLM leasehold inventory at
March 31, 2009 consists of BLM leaseholds granted after January
1, 1994, and generally have an initial term of ten years, which
may be extended for an additional two years if during the initial
term such leasehold is "improved" by the commencement of drilling
activities thereon. Aggregate rentals paid by the Company during
the years ended March 31, 2009 and 2008 for all oil and gas
properties leased by it were approximately zero and zero,
respectively. The Company retains the right to reacquire the
lease if the purchaser fails to make rental payments due to the
BLM on leases sold to unrelated third-parties by the Company.
Leasing Programs
The federal government's Leasing Program is administered by
the BLM pursuant to the Minerals Leasing Act of 1920, as amended.
Under such Act, properties are made available to the public by
means of a competitive bidding system. Properties receiving no
bid are assigned to the Leasing Program. In the Leasing Program,
applicants filing for a given leasehold by a set date are deemed
to have filed simultaneously with other applicants and thus are
eligible to participate in the drawing. Under the Leasing
Program, applicants are required to deposit the first year rental
payments for each property applied for at the time of filing an
application. Funds advanced to the BLM as deposits do not bear
interest.
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During fiscal 2009, the BLM took approximately 50 days, from
the date funds were required to be deposited, to process refunds
of deposits with respect to unawarded leases, which permitted
participants to "rollover" their refunds into payments of advance
deposits in the subsequent Leasing Program drawing period.
However, there can be no assurance as to how long the BLM will
take to refund such deposits in the future.
The BLM has on several previous occasions, since the Mineral
Leasing Act of 1920, suspended and/or modified the BLM Leasing
Program. No assurance can be given that current Leasing Programs
will not be subsequently eliminated, modified or suspended, or
that the Company will be able to actively participate in or
derive profits from the Leasing Programs.
Geological Information Services
The Company, through its wholly-owned subsidiary, Petroleum
Investment Company ("PIC"), provides a variety of geologic lease
evaluation services. PIC makes available to subscribers monthly
reports containing information which evaluates leases offered in
the Leasing Programs. Such information includes comprehensive
geologic data, recommendations and reports with respect to
leaseholds offered in the Leasing Programs, including PIC's
evaluation of the production prospects of such leaseholds and,
frequently, an estimated resale value for such leaseholds, the
names of selected participants, results of auction sales and
drawings, and other information. In addition to such monthly
reports, PIC also sells information with respect to individual
oil and gas properties throughout the Rocky Mountain area.
The geologic and other information which PIC makes available
through its reporting services is obtained from different
sources, including PIC's internal files which contain well and
land oil and gas exploration data on a historical basis in the
nine-state area comprising the Rocky Mountain region. Such data
is interpreted and summarized by PIC's part-time in-house
geologists and landmen.
PIC, through a wholly-owned subsidiary, also provides oil
and gas mapping services with respect to properties located
throughout the Rocky Mountain region. PIC prepares base survey
and geologic maps on various scales, reflecting significant oil
and gas well drilling activity in a particular area.
-7-
During the Company's two fiscal years ended March 31, 2009
and 2008, revenues contributed to the Company's consolidated
revenues by PIC were approximately $1,950 and $1,950,
respectively. The revenue increase contributed by PIC for such
fiscal periods, as compared to prior fiscal years, reflects the
depth of the changing domestic oil and gas industry. Low oil
prices since the initial 1986 collapse of worldwide oil prices
caused PIC to terminate the services of several employees,
including its geologists. Should higher oil prices hold for
several years it is possible that PIC could again produce higher
revenues for the consolidated business of the Company. (See
"Management's Discussion and Analysis of Financial Condition and
Results of Operations")
Oil and Gas Exploration and Production
The Company's oil and gas exploration and production
operations are presently insignificant and no reserve information
is available.
Competition
The Company experiences substantial competition in its
business of buying and selling oil and gas leaseholds. The
Company's competitors include oil companies, as well as numerous
independent operators, many of whom have substantially greater
resources than the Company and its affiliates. The Leasing
Programs, and in particular, the feature which requires advance
deposit of annual lease rentals at the time of applying for such
leases, has the effect of favoring companies with financial
resources greater than the Company's and its affiliates'.
With respect to its geologic information services, the
Company experiences competition from individual operators who
advise as to the geologic potential of properties listed for
lease under the Leasing Programs and other oil and gas
properties, as well as from publishers of newsletters providing
certain information similar to that which the Company makes
available to its subscribers. The Company believes itself to be a
factor in the geologic information services industry in the Rocky
Mountain States, premised upon the quality and volume of its land
records, the number of subscribers to its publications and the
extremely limited number of competitors, comprised mostly of
individuals, offering similar, but what management believes to be
less complete services to the general public.
The Company's competitors in oil and gas exploration,
development and production include major oil companies, numerous
independent oil and gas companies, individual proprietors and
drilling programs. Many of such competitors possess greater
financial resources than those available to the Company.
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Research and Development of the Biofuels Technology
Essentially, the Company has two principal businesses. They
are its traditional oil and gas exploration and production
business that has, during the past 29-years, provided in excess
of $13,000,000 to conduct the research and development ("R&D")
effort to commercialize its second business, the commercial
development of its "Biofuel Technologies", designed to
economically solve the critical problem of disposing of municipal
solid waste ("Municipal Waste") through the 100% recycle of the
"paper waste" in Municipal Waste into useful products like
ethanol transportation fuels and fermentation lignin turbine
fuels saleable at a profit.
Management of the Company believes its R&D efforts have
produced trade secret and know-how protection which, in the
future, should produce valuable patent protection to the
Company's technologies from the Company's long experience and
work conducted at its former "Research Center" in Utah.
Based on its R&D efforts, the Company believes a "Biofuels
Project" would be the first business to economically produce
ethanol transportation fuel from low-cost organic cellulosic
materials ("Celmat") consisting of mostly paper products easily
harvested from Municipal Waste through new generation enviro-
friendly manufacturing plants fed by Municipal Waste, which
Biofuel Plants would combine recycling, electric power and
ethanol fuel production and bottled CO2 recovery at several
regional Biofuels Plant sites.
The Company further believes that its innovative Biofuel
Technologies would create a profit generating solution for three
major contemporary domestic issues. First, it would provide an
opportunity to significantly reduce the volume of Municipal Waste
that currently must be landfilled or incinerated. Second, it
offers a low-cost method of producing ethanol fuel, the only
known commercially viable and publicly accepted renewable low-
cost and low-polluting transportation fuel that the Company
believes someday will compete in price at the gas pump with
gasoline. Third, it offers a low-cost method of producing and
generating electric power from ultra clean burning lignin fuel.
The reason for such optimism is high gasoline prices and the high
"Tip Fee" currently paid by municipalities to landfills and
dispose of Municipal Waste.
The Company's former Research Center provided the Company
with sufficient data to design and construct the 12-Module design
Biofuels Project for the 100% recycle solution to the disposal of
Municipal Waste. The 12-Module proprietary design package data is
available to entities expressing a written desire to invest funds
in a Biofuels Project. Written materials include flow sheets,
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mass and energy balance, vendor equipment suppliers, construction
design, operating plans, insurance guarantees and qualification
of the selected construction contractors.
A Biofuels Project, fundamentally, is only an engineering
concept where the Company is contemplating the construction
retrofit of an existing industrial Municipal Waste plant complex
utilizing the Company's Biofuels Technology to manufacture
electricity, ethanol transportation fuel and other saleable
products derived and harvested from the contents of Municipal
Waste.
The Company is pursuing financing ideas through its wholly-
owned subsidiaries. Final engineering plans and final financial
arrangements with unrelated third-parties for financing and
engineering contracts on a Biofuels Project were not finalized or
completed as of June 29, 2009.
Government Regulations
The Company's business is subject to extensive federal,
state and local regulation. Management believes that the Company
operations are in material compliance with applicable laws, but
is unable to predict what additional government regulations, if
any, affecting the Company's business, may be enacted in the
future; how existing or future laws and regulations might be
interpreted; or whether the Company will be able to comply with
such laws and regulations either in the markets in which it
presently conducts business or wishes to commence business.
There can be no assurance that either the states or the
federal government would not impose additional regulations upon
the Company's activities which might adversely affect the
Company's business.
Insurance
The Company does not currently have in force general
liability insurance coverage but does have renters liability
coverage on its headquarters office space. There can be no
assurance the coverage limits of the Company's policy would be
adequate, or that the Company can obtain liability insurance in
the future on acceptable terms, or at all.
Environmental Matters
The Company is not aware of any pending or threatened claim,
investigation, or enforcement action regarding environmental
issues which if determined adversely to the Company, would have
an adverse effect upon the capital expenditures, earnings, or
competitive position of the Company.
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Employees
As of June 29, 2009, the Company had three employees,
including two executive officers and one part time employee. In
addition, the Company's practice in connection with the Leasing
Programs is to contract with geologists and landmen to assist the
Company in the preparation of geologic information reports, etc.
as needed. None of the Company's employees are represented by a
union or subject to a collective bargaining agreement and the
Company has never experienced a work stoppage. The Company
believes its employee relations to be good.
Item 2. PROPERTIES
Headquarters
The Company's executive offices are located in a 2,500
square foot building. The premises are on a month to month
payment from a non-affiliated party, at an annual rental of
approximately $18,000 per year. Management is of the opinion that
such cost is comparable to or below normal rates in the area and
believes that such facilities are adequate for the Company needs
in the proximate future.
Oil and Gas Leaseholds
The location and gross and net acreage of the Company's
inventory of oil and gas leaseholds at March 31, 2009 was
approximately as follows:
Location Gross Acres Net Acres
Utah 4,596 3,338
Wyoming 4,267 4,267
Total 8,863 7,605
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A gross acre consists of 100% of the working interest. A net
acre is calculated by gross acres multiplied by the percentage of
working interest owned.
Item 3. LEGAL PROCEEDINGS
On August 30, 2007 a Complaint of Civil Action was filed in
the Third Judicial District Court, State of Utah in and for the
County of Salt Lake. Salt Lake Department, against Standard
Energy Corporation (the "Company"), and Dean W. Rowell,
individually ("its affiliates"). The Complaint alleges that the
Company and its affiliates failed to make payments as required by
said Contract with Wells Fargo Bank. The Complaint asserts a
claim for the sum of $105,243.55, plus interest thereafter at the
Contract rate of 19.80% per annum, until paid in full and a
claim for court-ordered attorneys costs. The Company and its
affiliates believe the Complaint to be highly inflated and will
vigorously defend its position. The Company and its affiliates
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have discussed this case with its attorneys and believe that the
amount accrued on the balance sheet is more than enough to cover
the claim. The Company and its affiliates have engaged the law
firm of Cohne, Rappaport & Segal to represent their interest in
this matter. At the request of our counsel and due to the
Plaintiff not doing anything, Judge Quinn dismissed the case
without prejudice on June 23, 2008.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the Company's shareholders for
a vote during the fiscal year ended March 31, 2009.
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SECURITY HOLDER MATTERS
Price Range of Common Stock
The Company's shares of Common Stock are traded on the over
the counter Bulletin Board ("OTCBB") electronic quotation
service, operated by The Bulletin Board, Inc., an affiliate of
The Nasdaq Stock Market, Inc. The following table sets forth the
high and low bid quotations of the Company's common stock for the
periods indicated, as reported by the OTCBB. The quotations set
forth below represent prices between dealers and do not include
retail markups, markdowns or commissions and may not represent
actual transactions.
Bid Price
High Low
Fiscal Year 2008
First Quarter .......... $ 0.06 $ 0.04
Second Quarter .......... 0.06 0.02
Third Quarter .......... 0.04 0.02
Fourth Quarter .......... 0.05 0.02
Fiscal Year 2009
First Quarter .......... $ 0.05 $ 0.01
Second Quarter .......... 0.05 0.03
Third Quarter .......... 0.035 0.015
Fourth Quarter .......... 0.025 0.01
Fiscal Year 2010
First Quarter .......... $ 0.005 $ 0.01
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Approximate Number of Equity Security Holders:
Title of Class holders as of June 29, 2009
Common Stock, par value $0.01 per share: 1,500
Preferred Stock, par value $0.01 per share: None Issued
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-12-
As of June 29, 2009, there were 188,309,554 shares of common
stock outstanding and approximately 1,500 stockholders of record.
The number of stockholders of record does not include an
indeterminate number of stockholders whose shares are held by
brokers and fiduciary depositories in "street name". Management
believes there are in excess of 3,000 beneficial stockholders of
the Company's common stock, including fiduciary depository firms.
Dividends
The Company has neither declared nor paid any dividends on
its Common Stock since the inception of the Company, and the
Board of Directors does not contemplate the payment of dividends
in the foreseeable future. Any decision as to the future payment
of dividends will depend on the earnings and financial position
of the Company and such other factors as the Board of Directors
may deem relevant. It is the present intention of management to
utilize all available funds for the development of the Company's
business.
Shares Issued in Unregistered Transactions
The Company issued shares of our common stock in
unregistered transactions from 2002 through 2009. All of the
following shares of common stock issued were issued in non-
registered transactions in reliance on Section 4(2)of the
Securities Act of 1933, as amended (the "Securities Act"). Shares
issued in 2006 were issued pursuant to Rule 504 of Regulation D
promulgated under the Securities Act of 1933, as amended, and
issued as follows:
Fiscal Year 2008
On September 18, 2007, Donald Falls an unrelated third party
bought 1,500,000 newly issued shares of the Company's common
stock at $0.025 per share in exchange for $37,500 cash. These
share are to be held for investment purposes.
Fiscal Year 2009
No new shares were issued during the period ended March 31,
2009.
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Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
The Company's principal business is, and historically has
been, the acquisition of unproven oil and gas leaseholds with the
intent of reselling or drilling and developing such leaseholds
with third-parties. Historically, the Company has acquired
primarily federal oil and gas leaseholds through the BLM leasing
program. The Company also obtains leases through purchases in
competitive bidding programs offered by various state agencies,
principally the States of Utah and Wyoming.
Fundamentally, the Company has two principal businesses.
They are its traditional oil and gas lease activities including
producing and non-producing lease and royalty holdings and the
commerical development of its "Biofuel Technologies".
The Company, which is known within the industry as a buyer
and seller of leases, typically is approached by a potential
buyer for one or more of its leasehold interests. Negotiations
generally ensue and a dollar price and retained royalty interest
is agreed upon and a sale concludes.
During the 2009 fiscal period, the Company continues to
research and develop (R&D) its Biofuel Technologies for the
recycle of ordinary municipal solid waste (MSW), garbage, trash,
paper and plastic material streams into recycled saleable
products and the recovery of cellulosic materials ("Celmat")
believed by the Company to be convertible into approximately
(1/3) lignin fuel for generating electric power, approximately
(1/3) bottled CO2 gas, and ethanol convertible into approximately
(1/3) E85 transportation fuels.
As a result of its R&D efforts, management believes the
Company has developed what appears to be a commercial application
of its Biofuel Technology for the future recovery of Celmat
Wastes. A Biofuels Project would mostly likely be located in the
western and Northeast U.S. where Municipal Waste landfills and
transfer stations charge the highest dump rates ("Tip Fee") in
the U.S. for the disposal of Municipal Waste and other cellulosic
waste materials.
There can be no assurance that the required capital will be
available to construct a Biofuels Project 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 a
Biofuels Project. Expenses incurred for a Biofuels Project would
be accounted for under line item "Biofuel Project Costs".
-14-
Results of Operations
The Company realized revenues of $68,126 for the fiscal year
ended March 31, 2009, compared with $54,060 for the corresponding
period ended March 31, 2008. Cash requirements during the period
were obtained from a combination of internally generated cash
flow from operations, loans, asset sales, and the sale of Rule
144 investment stock to private individuals.
There were zero revenues realized for in oil and gas
leasehold sales for the fiscal period ended March 31, 2009, and
zero revenues in sales for the corresponding period ended March
31, 2008. Revenues from the sale of the Company's geologic
information services were $1,950 for the fiscal period ended
March 31, 2009, compared with $1,950 for the corresponding period
ended March 31, 2008. Revenues from the Company's geologic
information services have declined steadily from the collapse of
world crude oil prices in 1986. Recent world crude oil and
natural gas price increases may stimulate domestic drilling
activity which could, once again, create a need for the Company's
geologic information services. Revenue from oil production was
$66,176 for the fiscal period ended March 31, 2009, compared to
$52,110 for the corresponding period ended March 31, 2008. Oil
production revenues are down due to declining production on
Company leaseholds.
The Company incurred expenses related to its oil and gas
leasehold sales of zero for the fiscal period ended March 31,
2009, compared to zero for the comparable period ended March 31,
2008. Expenses associated with the Company's geologic information
services were $(3,986) for the fiscal period ended March 31,
2009, compared to $7,174 for the comparable period ended March
31, 2008. Expenses associated with the Company's oil production
and exploration activities were zero for the fiscal period ended
March 31, 2009, due to the abandonment in fiscal 1998 of the
Company's last operated well. There were no costs for the
comparable period ended March 31, 2008, due to the Company's
exploration inactivity. General and administrative expense for
the fiscal month period ended March 31, 2008 were $65,000,
compared to $140,582 for the comparable period ended March 31,
2008. These low figures reflect the Company's basic inactivity in
its oil and gas sector.
-15-
During the previous three year period all of the Company's
R&D costs were expensed under line item General and
Administrative expense. During the 2009 fiscal period, the
Company created a line item for R&D costs to better distinguish
expenses between general and administrative expenses and the
expenses related to its various biofuels plant projects. These
costs are being accounted for under line item "Project Costs" and
were $68,208 for the fiscal period ended March 31, 2009, compared
to $96,428 for the comparable period ended March 31, 2008.
The Company's net loss for the 2009 fiscal period ended
March 31, 2009 was $95,334, compared to $265,947 for comparable
2008 fiscal period and it expects to operate at a loss for the
2008 fiscal period, due to continued R&D costs incurred for its
several current Biofuels Project, and costs related to its oil
and gas business. Biofuel Project costs when appropriate will be
accounted for under line item "Research and Development Costs".
(See "Consolidated Financial Statements")
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
fiscal 2009, nor does it expect significant leasehold sales in
the foreseeable future, as the domestic oil industry activity
continues unchanged due to uncertain high world crude oil and
natural gas prices.
The Company has available at March 31, 2009, unused tax
operating loss carry forward of approximately $2,000,000 that may
be applied against future taxable income through 2026. 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.
Financial Condition
On January 11, 2007, Delta Petroleum Corp's (Delta) website
deltapetro. com/PressRelease reported . . .
"The GreenTown State 32-42 has been completed in 8 of 12 pay
intervals, and production tested at a combined rate of 2.0
million cubic feet of gas per day (Mmcfg/d) and 500 barrels of
condensate per day (Bc/d)." And said further . . .
"The GreenTown State 36-11 has been completed in 2 of 12 pay
intervals, and production tested at a combined rate of 4.5
Mmcfg/d and 125 Bc/d" and that "the wells are located 7.5 miles
apart yet appear very analogous, with 1,077 and 906 feet of
potential productive clastics, respectively, over the 12 separate
intervals".
-16-
Delta also said "it is projecting that future wells will be
drilled to an average depth of 9,800' for expected costs of $3.0
to $3.5 million each. Initial expectations are that wells will be
drilled on 80-acre spacing. Numerous well locations are being
permitted and drilling activity should resume within the next 60
days."
The Company and its affiliate, Trachyte, own 100% interest
in approximately 6,000 adjacent federal, state and fee lands to
the two Delta discovery wells and could be of great potential
importance to future Company operations.
Management continues to explore additional financing
alternatives for ongoing and future operations of the Company.
There is no assurance that the efforts of management to locate
and secure additional financing will be successful, and the
failure to secure a Biofuels Project financing would
substantially alter management's assumptions as herein presented.
Revenue decreased in the Company's overall oil and gas lease
royalties which are related to effects of the worldwide
fluctuation of oil and gas prices. The fluctuation of oil and
gas prices could also cause a fluctuation of the amount of
oil/gas produced by the various well operators.
The Company had limited participation in the Leasing
Programs for the fiscal period ended March 31, 2009, except
through its participation agreements with certain unrelated third
parties on a limited basis. The Company presently has limited
funds available to participate in the Leasing Programs. The
Company's limited ability to participate in the BLM's leasing
program and to obtain oil and gas leaseholds for resale due to a
lack of funds could continue to effect its future operations.
The Company's most significant assets are its oil and gas
production income, its oil and gas leaseholds held for resale,
approximating 15,000 net acres at March 31, 2009, including
leaseholds acquired under its unrelated third-party agreements,
together with its plan for the full development of a Biofuels
Project.
In order to continue in existence the Company is in need of
additional financing from outside sources or from internal
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. 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.
-17-
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. Because of uncertainties existing in
the domestic oil and gas industry and a Biofuels Project, the
Company is not in a position to forecast future earnings or cash
flow. The Company's future is very fluid and largely dependent on
factors outside of its management's control.
For the fiscal period ended March 31, 2009, Dean W. Rowell,
the President of the Company, continues to secure and guarantee
loans for the Company and he has guaranteed one credit card up to
approximately $110,000 with an outstanding balance of
approximately $106,000 at the end of the period, and is currently
in default.
Since fiscal 1991, Trachyte has materially supported the
Company financially largely due to Mr. Rowell's efforts to secure
loans from Trachyte for the Company and contribute the value of
an assumed salary of $50,000 per year to additional paid in
capital. The several transactions with Trachyte have provided the
financial means for the Company to pursue its R&D of the biofuels
technologies and the commercialization of a Biofuels Project.
Without such additional contributions by Mr. Rowell the Company
would have been unable to pursue these goals. Final plans and
final financial arrangements had not been completed for a
Biofuels Project at March 31, 2009.
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. Pursue financing for a Biofuels Project.
2. Continue R&D, testing Municipal Waste processing
equipment and testing existing and newly developed
cellulose enzymes.
3. Continue the design and development of a Biofuels
Project into three businesses -- Municipal Waste
recycle, ethanol fuel production and electric power
generation.
-18-
4. Pursue oil and gas lease acquisition with third party
investors and investigate the possibility of entering
into the wholesale electric power generation business.
5. Continue to receive royalty income through Company
owned overriding royalty interests.
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.
Off-Balance Sheet Arrangements
There are currently no off-balance sheet arrangements.
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. At June 29, 2009, Mr. Rowell
beneficially owned approximately 64% of the common stock of the
Company and 100% of the common stock of Trachyte.
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.
On November 12, 2007, Trachyte sold oil and gas lease ML-
50405 to the Company for $57,600. The lease is part of the
Company's Greentown field development plans. Due to the Company
cash flow situation, Trachyte agreed to accept cash payment for
the lease over a 6-month period and upon final payment by the
Company to Trachyte, Trachyte will make record title assignment
to Standard. On June 1, 2009 Trachyte extended for 1-year the
time to pay the balance owed to them by the Company on lease ML-
50405. -19-
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is submitted as a
separate section at the rear of this Form 10-KSB report.
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
Item 8A. CONTROL AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Based on an evaluation for the period ended March 31, 2009,
our chief executive officer and chief financial officer,
conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures, as defined
in the Securities Exchange Act of 1934 ("SEC"), Rules 13a-15.
Based upon that evaluation, our chief executive officer and chief
financial officer concluded that as of March 31, 2009, our
our disclosure controls and procedures were effective to ensure
that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods
specified by the SEC's rules and forms.
Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required
to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures, include, without limitation,
controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange
Act is accumulated and communicated to management, including our
chief executive officer and chief financial officer, to allow
timely decisions regarding required disclosure.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING
Management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in
Exchange Act Rule 13a-15(f). Management conducted an evaluation
of the effectiveness of the internal control over financial
reporting as of March 31, 2009. Because of inherent limitations,
internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures
may deteriorate.
-20-
A material weakness is a control deficiency, or combination
of control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. As a
result of management's assessment, management has determined that
there are two material weakness (1) there is insufficient board
of director oversight. The president, who is the majority
shareholder, maintains effective control over the company and
retains all decision making authority and (2) there is
insufficient documentation of the internal control testing
performed to obtain management's assessment of the Company's
internal controls pursuant to SOX 404 of the Sarbanes Oxley Act,
due to the lack of segregation of duties. In order to address
and resolve this weakness we will appoint an independent CPA to
oversee and review our internal controls.
This report does not include an attestation report of our
registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to
attestation by our registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only
management's report in the SEC filing.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in our internal controls
over financial reporting that occurred during our last fiscal
period ended March 31, 2009 that materially affect, our internal
control over financial reporting.
The term "internal control over financial reporting" is
defined as a process by, or under the supervision of, the
registrant's principal executive and principal financial
officers, or persons performing similar functions, and effected
by the registrant's board of directors, management and other
personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principals and includes those
policies and procedures that (a) pertain to the maintenance of
records that is reasonable detail accurately and fairly reflect
the transactions and dispositions of the assets of the
registrant, (b) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principales, and that receipts and expenditures of the registrant
are being made only in accordance with authorization of
management and directors of the registrant and (c) Provide
reasonable assurance regarding or timely detection of
unauthorized acquisition, use or disposition of the registrant's
assets that could have a material effect on the financial
statements.
-21-
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Based on an evaluation under the supervision and with the
participation of Management, as of a date within 90 days of the
filing date of this Annual Report on Form 10-KSB, our principal
executive officer and principal financial officer have concluded
that our disclosures controls and procedures (as defined in Rule
13a-14(c) and 25d-14(c) and 15d-14(c) under the Securities Act of
1934, are effective to ensure the information required to be
disclosed in reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the
time specified in SEC rules and forms.
Because of the Company's inherent limitations, internal
control over financial reporting may not prevent or detect
misstatements and projections of any evaluation of effectiveness
to future periods subject to the risks that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the polices or procedures may deteriorate.
PART III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT
Identification of Directors and Executive Officers
The current directors and executive officers of the Company,
who will serve until the next annual meeting of shareholders or
until their successors are elected or appointed and qualified,
are set forth below:
Name Age Position
Dean W. Rowell 71 CEO/President/Chairman
Pamela K. Nelson 51 Vice President/Secretary
Michael M. Cannon 61 Director
|
Dean W. Rowell has been Chairman of the Board, President and
Chief Executive Officer and Chief Financial Officer of the
Company since its inception in April 1978 and was last elected by
shareholders in 1996. Mr. Rowell has been involved in the oil and
gas exploration and production industries for over 40 years.
Prior to serving in his present capacities with the Company, he
served as the president of a number of privately-held energy
related companies. Mr. Rowell is also a director and President of
the Company's wholly-owned subsidiaries, PIC, EnviroSystems and
Biofuels. Mr. Rowell devotes approximately 80% of his time to the
Company.
-22-
Pamela K. Nelson was last elected in 1996 and has been a
Director of the Company since September 1978 and became a Vice
President of the Company in 1979 and Corporate Secretary in 1983.
Ms. Nelson has been involved in landwork and leasing services to
the oil and gas industry for the last 33 years. Ms. Nelson is
also a director, Vice President, Corporate Secretary and Manager
of land and lease operations for the Company's wholly-owned
subsidiary, PIC. She is a director, Vice President, Corporate
Secretary of EnviroSystems, and Biofuels, all wholly-owned
subsidiaries of the Company. She devotes all of her paid time to
the Company.
Michael M. Cannon, a cum laude graduate of the University of
Utah, joined the Company in March 1982 and in September 1982
became a Vice President and Director, with responsibility for
marketing and corporate communications. From January 1979 to
March 1982, Mr. Cannon was President of an advertising and public
relations agency, Cannon Communications, a substantial number of
whose clients were members of the United States House of
Representatives and the Senate. From November 1976 to January
1979, Mr. Cannon served as the press secretary for Gunn McKay, a
United States Representative from the State of Utah. In 1985 Mr.
Cannon served as a state director of the Independent Petroleum
Association of Mountain States and was. Mr. Cannon is presently
self-employed as a consultant in the Communications industry.
Mr. Cannon resigned as an Officer of the Company, effective July
1, 1985, but remains as an outside Director being last elected in
1996, Mr. Cannon has been associated with the Company for over
15-years, and is a director of the Company's wholly-owned
subsidiaries, PIC, and EnviroSystems.
Each Director shall hold office until the next annual
meeting of shareholders or until his successor shall have been
duly elected and qualified. Officers are elected annually by, and
serve at the pleasure of, the Board of Directors.
Significant Employees
None
Family Relationships
There are no family relationships among the Company's
officers and directors.
Other Involvement in Certain Legal Proceedings
There have been no events under the bankruptcy act, no
criminal proceedings and no judgements or injunctions material to
the evaluation of the ability and integrity of any executive
officer of the Company in last five years.
-23-
Administration Action
None
Compliance With Section 16(a)
Section 16 of the Securities Act of 1934 requires the filing
of reports for sales of the Company's common stock made by
officers, directors and 10% or greater shareholders. A Form 3,
and Form 4 must be filed within two days after the sale or
purchase transaction. Based upon the review of Form 4, Form 3,
and/or Form 5 filed with the Company, the Company is not aware of
any delinquent filings of such forms by any reporting person.
Code of Ethics
We have not adopted a formal ethics policy for our chief
executive officer or senior financial officers, due to our status
as a Bulletin Board company with few management personnel. We
believe that our Board can successfully oversee and manage our
existing officers and employees. However, we believe that an
ethics policy is important and intend to consider adopting such a
policy in the future.
Audit Committee Financial Expert
The Board of Directors have determined that the company does
not have an audit committee financial expert serving on an audit
committee, due to our status as a Bulletin Board company with few
management personnel. At June 29, 2009, the Company does not
have an auditor and does not have the financial ability to hire
one, therefore, the attached report is unaudited.
Item 10. EXECUTIVE COMPENSATION
The following table sets forth the aggregate compensation
paid by the Company for services rendered during the last three
years to the Company's Chief Executive Officer and to the
Company's most highly compensated executive officers other than
the CEO, whose annual salary and bonus exceeded $100,000:
Summary of Annual Compensation Table
Other Annual
Compensation Restricted
Name of Principal Commissions Awards Stock Option
Position Year Salary & Bonuses (Auto) Awards Awards
Dean W. Rowell 2009 $37,500(1) -0- $8,145 -0- -0-
President/CEO 2008 $50,000(1) -0- $6,000 -0- -0-
2007 $50,000(1) -0- $4,000 -0- -0-
__________
|
(1) Represents the value of Mr. Rowell's contributed services.
-24-
None of the Company's executive officers received aggregate
cash and cash equivalent compensation exceeding $100,000 in any
of the last three fiscal years. No options to purchase any of the
Company's securities were granted to any reporting person during
the fiscal year ended March 31, 2009. During the same period,
Rowell elected to sell stock in the Company due to limited
corporate cash flow to partially compensate Rowell in absence of
a salary.
Compensation Pursuant to Plans
None of the executive officers of the Company are parties to
an employment agreement with the Company. Dean W. Rowell, the
Company's Chairman of the Board, President, Chief Executive and
Chief Financial Officer will continue to serve the Company as
determined by the Board of Directors without a salary or
employment agreement. On April 1, 1997, the Company continues to
provide Rowell with credit cards and with automobiles at a cost
of approximately $18,145 per year.
The Company has no other "plans" (as such term is used in
Item 402 of Regulation S-K) with respect to further executive
compensation.
Other Compensation
Not applicable.
Compensation of Directors
Directors of the Company receive no compensation for
services as such.
Termination of Employment and Change of Control Arrangements
Not applicable.
-25-
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the number of shares
beneficially owned, as of July 14, 2008, by each Director of the
Company, by all officers and Directors as a group and by all
persons known to the Company as owning or possessing voting
control over five (5%) percent or more of the Company's
outstanding shares of Common Stock:
Number Percentage
of Shares of Shares
Name and Address Owned Outstanding
Dean W. Rowell (1) 120,897,499 64.0%
Pamela K. Nelson 12,541,124 6.6%
Michael M. Cannon 13,000 .0%
All Officers and Directors
as a group 133,451,623 70.6%
___________
|
(1) This figure includes all shares owned by Trachyte.
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transactions with Management and Others
Geologic and other information which PIC has or develops is
available to 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 Rowell, without cost, in connection with Rowell's
participation in the Leasing Programs.
On November 12, 2007, Trachyte sold oil and gas lease
ML-50405 to the Company for $57,600. The lease is part of the
Company's Greentown field development plans. Due to the Company
cash flow situation, Trachyte agreed to accept cash payment for
the lease over a 6-month period and upon final payment by the
Company to Trachyte, Trachyte will make record title assignment
to Standard. On June 1, 2009 Trachyte extended for 1-year the
time to pay the balance owed to them by the Company on lease ML-
50405.
-26-
During the fiscal period ended March 31, 2009, the Company
continued to experience severe cash flow difficulties which have
continued into the 2009 fiscal period.
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 a Biofuels
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, competitive 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-KSB
report.
Indebtedness of Management
Reference is made to Section above entitled "Transactions
with Management and Others".
Parents of Company
The only parents of the Company, as defined in 12b-2 of the
Exchange Act, are the officers and directors of the Company. For
information regarding the share holdings of the Company's
officers and directors, see Item 11.
-27-
PART IV
Item 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
Exhibits to Form 10-KSB
Exhibits filed with this Report are incorporated by
reference and set forth below:
Exhibit 31: Entitled "Certificate of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002".
Exhibit 32: Entitled "Certification Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002".
The financial statement information required by this portion
of Item 13 is submitted as a separate section at the rear of this
Report entitled "Independent Auditors' Report".
Reports on Form 8-K
There were no Form 8-K's filed by the Company during the
fiscal year ended March 31, 2009.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees - The aggregate fees billed by HJ & Associates
for professional services rendered for the audit of our annual
financial statements included in our Annual Report on Form 10-KSB
for the fiscal years ended March 31, 2009 and March 31, 2008 and
for the quarterly financial statements on Form 10-QSB were
approximately zero and $26,000, respectively. At June 29, 2009,
the Company does not have an auditor and does not have the
financial ability to hire one, therefore, the attached report is
unaudited.
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
-28-
Exhibit "31"
CERTIFICATE OF CHIEF EXECUTIVE AND CHIEF EXECUTIVE
OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Dean W. Rowell, certify that:
1. I have reviewed this annual report on Form 10KSB of Standard
Energy Corporation;
2. Based on my knowledge, this annual report does not contain
any untrue statement of a material fact or omit a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition results
of operations and cash flows of the registrant as of, and for,
the periods presented in this Annual report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and we have;
(a) designed such disclosure controls and procedures to
ensure hat material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this annual report is being prepared;
(b) evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days of
this annual report) the "Evaluation Date"); and
(c) presented in this annual report our conclusions
about the effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
function);
-29-
(a) all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors
any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involved
management or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the
date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
SIGNA TURE
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ Dean W. Rowell
Dean W. Rowell
President
June 29, 2009
Salt Lake City, Utah
|
-30-
EXHIBIT "32"
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBAN ES-OXLEY ACT OF 2002
In connection with the Annual Report of Standard Energy (the
"Company") on Form 10-KSB for the period ending March 31, 2009,
as filed with the Securities and Exchange Commission on the date
hereof (the "Report"), I, Dean W. Rowell, Chief Executive Officer
(Chief Financial Officer) of the Company, certify, pursuant to 18
U.S.C. subsection 1350, as adopted pursuant to subsection 906 of
the Sarbanes-Oxley Act of 2002, that to the best of my knowledge
and belief:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act
of 1934; and
(2) The information contained in the Report fairly
presents, in all material respects, the financial
condition and result of operations of the Company.
/s/Dean W. Rowell
Dean W. Rowell
Chief Executive Officer (Chief Financial Officer)
Date: June 29, 2009
|
-31-
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) 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
By: /s/ Dean W. Rowell
Dean W. Rowell
President
June 29, 2009
Salt Lake City, Utah
|
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated:
Signature Capacity Date
/s/ Dean W. Rowell President and Director June 29, 2009
Dean W. Rowell (Principal Executive,
Financial and Accounting
Officer)
/s/ Pamela K. Nelson Vice President June 29, 2009
Pamela K. Nelson Corporate Secretary,
Treasurer and Director
/s/ Michael M. Cannon Director June 29, 2009
Michael M. Cannon
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-32-
STANDARD ENERGY CORPORATI ON
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL ST ATEMENTS
March 31, 2009
(Unaudited)
-F1-
C O N T E N T S
Report of Independent Registered Public Accounting Firm.... F-3
Consolidated Balance Sheet................................. F-4
Consolidated Statements of Operations...................... F-6
Consolidated Statements of Cash Flows...................... F-7
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-F2-
Report of Independent Registered Public Accounting Firm
The Board of Directors
Standard Energy Corporation and Subsidiaries
Salt Lake City, Utah
At June 29, 2009, the Company does not have an auditor and
does not have the financial ability to hire one, therefore, the
attached report is unaudited.
-F3-
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
Consolidated Balance Shee t
ASSETS
March 31,
CURRENT ASSETS 2009
(Unaudited)
Cash $ 1,981
Accounts Receivable 6,040
Total Current Assets 8,021
PROPERTY AND EQUIPMENT, net (Note 2) 105,805
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OTHER ASSETS
Cash surrender value life insurance 2,631
Oil and gas leases held for resale (Note 3) 108,039
Pledged drilling bonds (Note 3) 25,000
Total Other Assets 135,670
TOTAL ASSETS $ 249,496
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-F4-
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
Consolidated Balance Shee t (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES March 31,
2009
(Unaudited)
Accounts payable and accrued expenses $ 72,909
Revolving line of credit (Note 10) 120,045
Note payable (Note 9) 24,000
Note payable - related party (Note 5) 32,250
Total Current Liabilities 249,204
LONG TERM DEBT
Note payable (Note 10) 33,201
Total Long Term Debt 33,201
Total Liabilities 282,405
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COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.01 per share:
10,000,000 shares authorized, no shares issued
and outstanding 0
Common stock, par value $0.01 per share:
200,000,000 shares authorized, 188,309,554 shares
issued and outstanding 1,893,469
Additional paid-in capital 8,106,091
Treasury stock (83,253)
Accumulated deficit (9,949,216)
Total Stockholders' Equity (32,909)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 249,496
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-F5-
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
Consolidated Statements o f Operations
For the Years Ended
March 31,
2009 2008
(Unaudited)
REVENUES
Oil and gas information services $ 1,950 $ 1,950
Oil and gas lease royalties 66,176 52,110
Total Revenues 68,126 54,060
EXPENSES
Oil and gas information services (3,986) 7,174
Depreciation, depletion/amortization 16,203 15,391
Biofuels Project costs 68,208 96,428
General and administrative 65,000 140,582
Total Expenses 145,425 259,575
OPERATING LOSS (77,299) (205,515)
OTHER INCOME (EXPENSE)
Loss on Disposition of Asset 0 (12,120)
Gain on Forgiveness of Debt 0 0
Gain (Loss) on Sale of Marketable
Securities 0 (33,981)
Interest and other income 576 5,810
Interest expense (18,611) (20,141)
Total Other Income (Expense) (18,035) (60,432)
NET LOSS $ (95,334) $ (265,947)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 188,309,554 187,608,734
OTHER COMPREHENSIVE INCOME (LOSS)
Change in unrelated gain on
marketable securities 0 18,080
TOTAL COMPREHENSIVE LOSS $ (95,334) $ (82,058)
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-F6-
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
Consolidated Statements o f Cash Flows
For the Years Ended
March 31,
2009 2008
CASH FLOWS FROM OPERATING ACTIVITIES (Unaudited)
Net loss $ (95,334) $ (265,947)
Adjustments to reconcile net loss to
net cash used by operating activities:
Loss on disposition of asset 0 12,120
Depreciation, depletion and
amortization 16,203 15,391
Contributed capital for services
rendered by an officer 37,500 50,000
Realized gain on sale of marketable
securities 0 33,981
Changes in assets and liabilities:
(Increase)Decrease in accounts receivable 435 2,035
Increase in accounts payable and
accrued expenses 16,482 649
Net Cash used by Operating
Activities (24,714) (151,771)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of fixed assets 0 (54,423)
Proceeds from disposition of fixed assets 0 28,000
Proceeds from sale of marketable
securities 1,265 285,604
Payments for purchase of marketable
securities 0 0
Payments for oil & gas lease (Trachyte) 0 (41,585)
Change in cash value life insurance 3,701 14,472
Net Cash Provided (Used) by Investing
Activities 4,966 232,068
CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for cash 0 37,500
Payments on line of credit and notes
payable (6,995) (211,152)
Proceeds from line of credit and notes
payable 26,136 68,440
Net Cash Provided (Used) by Financing
Activities 19,141 (105,212)
NET DECREASE IN CASH (607) (24,915)
CASH AT BEGINNING OF YEAR 2,588 27,503
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CASH AT END OF YEAR $ 1,981 $ 2,588
-F7-
STANDARD ENERGY CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Years Ended
March 31,
2009 2008
(Unaudited)
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
CASH PAID FOR:
Interest $ 8,025 $ 7,464
Income taxes $ 0 $ 0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for payment on note
payable and accrued interest
related party $ 0 $ 0
Common stock issued for land
related party $ 0 $ 0
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-F8-
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