[√]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________________ to __________________________
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Commission file number: 000-51569
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STANDARD DRILLING, INC.
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(Name of registrant as specified in its charter)
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Nevada
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84-1598154
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification
No.)
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1640 Terrace Way, Walnut Creek, CA
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94597
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(Address of principal executive offices)
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(Zip Code)
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(925) 938-0406
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(Registrant's telephone number, including area code)
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not applicable
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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[ ]
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Accelerated filer
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[ ]
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Non-accelerated filer
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[ ]
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Smaller reporting company
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[√]
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Page No.
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PART I. - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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F-1
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations.
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3
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Item 3.
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Quantative and Qualitative Disclosures About Market Risk.
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6
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Item 4.
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Controls and Procedures.
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6
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings.
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7
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Item 1A.
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Risk Factors.
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7
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds.
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7
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Item 3.
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Defaults Upon Senior Securities.
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7
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Item 4.
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Removed and Reserved
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7
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Item 5.
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Other Information.
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7
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Item 6.
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Exhibits.
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7
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STANDARD DRILLING, INC.
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||||||||
(A Development Stage Company)
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||||||||
Balance Sheets
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||||||||
March 31,
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December 31,
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|||||||
2011 | 2010 | |||||||
ASSETS
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(unaudited)
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|||||||
CURRENT ASSETS
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||||||||
Cash
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$ | 43,390 | $ | 62,818 | ||||
Total Current Assets
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43,390 | 62,818 | ||||||
TOTAL ASSETS
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$ | 43,390 | $ | 62,818 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable
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$ | 3,385 | $ | 4,208 | ||||
Accrued expenses
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251,633 | 248,465 | ||||||
Total Current Liabilities
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255,018 | 252,673 | ||||||
TOTAL LIABILITIES
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255,018 | 252,673 | ||||||
STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Preferred stock, 10,000,000 shares authorized
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||||||||
at par value of $0.001, none
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||||||||
shares issued and outstanding
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- | - | ||||||
Common stock, 100,000,000 shares authorized
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||||||||
at par value of $0.001, 33,458,880 shares
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||||||||
issued and outstanding
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33,459 | 33,459 | ||||||
Additional paid-in capital
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18,473,461 | 18,473,461 | ||||||
Deficit accumulated during the development stage
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(18,718,548 | ) | (18,696,775 | ) | ||||
Total Stockholders' Equity (Deficit)
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(211,628 | ) | (189,855 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS'
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||||||||
EQUITY (DEFICIT)
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$ | 43,390 | $ | 62,818 | ||||
The accompanying notes are an integral part of these financial statements.
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STANDARD DRILLING, INC.
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||||||||||||
(A Development Stage Company)
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||||||||||||
Statements of Operations
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||||||||||||
(unaudited)
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||||||||||||
From Inception
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||||||||||||
on February 14,
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||||||||||||
For the Three Months Ended
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2006 Through
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|||||||||||
March 31,
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March 31,
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|||||||||||
2011 | 2010 | 2011 | ||||||||||
REVENUES
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$ | - | $ | - | $ | - | ||||||
COST OF SALES
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- | - | - | |||||||||
GROSS MARGIN
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- | - | - | |||||||||
OPERATING EXPENSES
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||||||||||||
General and administrative
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18,605 | 45,029 | 2,290,550 | |||||||||
Bad debt expense
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- | - | 600,000 | |||||||||
Total Operating Expenses
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18,605 | 45,029 | 2,890,550 | |||||||||
INCOME (LOSS) FROM OPERATIONS
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(18,605 | ) | (45,029 | ) | (2,890,550 | ) | ||||||
OTHER INCOME (EXPENSES)
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||||||||||||
Interest income
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- | 257 | 4,842 | |||||||||
Interest expense
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(3,168 | ) | (3,665 | ) | (40,435 | ) | ||||||
Total Other Income (Expenses)
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(3,168 | ) | (3,408 | ) | (35,593 | ) | ||||||
LOSS BEFORE DISCONTINUED OPERATIONS
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(21,773 | ) | (48,437 | ) | (2,926,143 | ) | ||||||
DISCONTINUED OPERATIONS
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- | - | (15,792,405 | ) | ||||||||
LOSS BEFORE INCOME TAXES
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(21,773 | ) | (48,437 | ) | (18,718,548 | ) | ||||||
PROVISION FOR INCOME TAXES
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- | - | - | |||||||||
NET LOSS
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$ | (21,773 | ) | $ | (48,437 | ) | $ | (18,718,548 | ) | |||
LOSS PER SHARE - BASIC
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||||||||||||
AND FULLY DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER
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||||||||||||
OF SHARES OUTSTANDING
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33,458,880 | 33,458,880 | ||||||||||
The accompanying notes are an integral part of these financial statements.
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STANDARD DRILLING, INC.
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||||||||||||||||||||||||||||
(A Development Stage Company)
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||||||||||||||||||||||||||||
Statements of Stockholders' Equity (Deficit)
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||||||||||||||||||||||||||||
Deficit
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||||||||||||||||||||||||||||
Accumulated
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||||||||||||||||||||||||||||
Additional
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Stock
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Prepaid
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During the
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|||||||||||||||||||||||||
Common Stock
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Paid-in
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Subscriptions
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Stock
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Development
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||||||||||||||||||||||||
Shares
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Amount
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Capital
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Receivable
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Awards
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Stage
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Total
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||||||||||||||||||||||
Balance at inception on
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||||||||||||||||||||||||||||
February 14, 2006
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- | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||
Contributed capital for services
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23,000,000 | 23,000 | - | - | - | - | 23,000 | |||||||||||||||||||||
Common stock issued for
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||||||||||||||||||||||||||||
cash, prepaid services and
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||||||||||||||||||||||||||||
subscriptions receivable
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22,073,000 | 22,073 | 18,026,709 | (370,000 | ) | (722,755 | ) | - | 16,956,027 | |||||||||||||||||||
Net loss for the period ended
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||||||||||||||||||||||||||||
December 31, 2006
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- | - | - | - | - | (3,624,041 | ) | (3,624,041 | ) | |||||||||||||||||||
Balance, December 31, 2006
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45,073,000 | 45,073 | 18,026,709 | (370,000 | ) | (722,755 | ) | (3,624,041 | ) | 13,354,986 | ||||||||||||||||||
Cash received on subscriptions
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||||||||||||||||||||||||||||
receivable
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- | - | - | 317,600 | - | - | 317,600 | |||||||||||||||||||||
Amortization of prepaid services
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||||||||||||||||||||||||||||
to paid-in capital
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- | - | (742,472 | ) | - | 722,755 | - | (19,717 | ) | |||||||||||||||||||
Write-off of stock subscriptions
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||||||||||||||||||||||||||||
receivable
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- | - | - | 52,400 | - | - | 52,400 | |||||||||||||||||||||
Common shares cancelled
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(10,866,000 | ) | (10,866 | ) | (55,754 | ) | - | - | - | (66,620 | ) | |||||||||||||||||
Net loss for the year ended
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||||||||||||||||||||||||||||
December 31, 2007
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- | - | - | - | - | (12,451,110 | ) | (12,451,110 | ) | |||||||||||||||||||
Balance December 31, 2007
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34,207,000 | 34,207 | 17,228,483 | - | - | (16,075,151 | ) | 1,187,539 | ||||||||||||||||||||
Common shares cancelled
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(748,120 | ) | (748 | ) | 748 | - | - | - | - | |||||||||||||||||||
Fair value of options granted
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||||||||||||||||||||||||||||
and revalued
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- | - | 112,441 | - | - | - | 112,441 | |||||||||||||||||||||
Deemed dividend
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- | - | 1,131,789 | - | - | (1,131,789 | ) | - | ||||||||||||||||||||
Net loss for the year ended
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||||||||||||||||||||||||||||
December 31, 2008
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- | - | - | - | - | (1,034,826 | ) | (1,034,826 | ) | |||||||||||||||||||
Balance, December 31, 2008
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33,458,880 | 33,459 | 18,473,461 | - | - | (18,241,766 | ) | 265,154 | ||||||||||||||||||||
Net loss for the year ended
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||||||||||||||||||||||||||||
December 31, 2009
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- | - | - | - | - | (272,855 | ) | (272,855 | ) | |||||||||||||||||||
Balance, December 31, 2009
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33,458,880 | 33,459 | 18,473,461 | - | - | (18,514,621 | ) | (7,701 | ) | |||||||||||||||||||
Net loss for the year ended
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||||||||||||||||||||||||||||
December 31, 2010
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- | - | - | - | - | (182,154 | ) | (182,154 | ) | |||||||||||||||||||
Balance, December 31, 2010
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33,458,880 | 33,459 | 18,473,461 | - | - | (18,696,775 | ) | (189,855 | ) | |||||||||||||||||||
Net loss for the three months ended
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||||||||||||||||||||||||||||
March 31, 2011 (unaudited)
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- | - | - | - | - | (21,773 | ) | (21,773 | ) | |||||||||||||||||||
Balance, March 31, 2011 (unaudited)
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33,458,880 | $ | 33,459 | $ | 18,473,461 | $ | - | $ | - | $ | (18,718,548 | ) | $ | (211,628 | ) | |||||||||||||
The accompanying notes are an integral part of these financial statements.
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STANDARD DRILLING, INC.
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(A Development Stage Company)
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||||||||||||
Statements of Cash Flows
|
||||||||||||
(unaudited)
|
||||||||||||
From Inception
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||||||||||||
on February 14,
|
||||||||||||
For the Three Months Ended
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2006 Through
|
|||||||||||
March 31,
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March 31,
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|||||||||||
2011 | 2010 | 2011 | ||||||||||
OPERATING ACTIVITIES
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||||||||||||
Net loss
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$ | (21,773 | ) | $ | (48,437 | ) | $ | (2,926,143 | ) | |||
Adjustments to reconcile net loss to
|
||||||||||||
net cash used by operating activities:
|
||||||||||||
Loss from discontinued operations
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- | - | (15,792,405 | ) | ||||||||
Fair value of options granted
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- | - | 112,441 | |||||||||
Write off of notes receivable
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- | - | 600,000 | |||||||||
Changes to operating assets and liabilities:
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||||||||||||
Increase in accounts payable
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(823 | ) | (24,716 | ) | 3,385 | |||||||
Increase in contingent liabilities
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3,168 | 3,665 | 251,633 | |||||||||
Net Cash Used in
|
||||||||||||
Operating Activities
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(19,428 | ) | (69,488 | ) | (17,751,089 | ) | ||||||
INVESTING ACTIVITIES
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- | - | - | |||||||||
FINANCING ACTIVITIES
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- | - | - | |||||||||
DISCONTINUED OPERATIONS
|
||||||||||||
Net Cash Provided by
|
||||||||||||
Discontinued Operations
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- | - | 17,794,479 | |||||||||
NET INCREASE (DECREASE) IN CASH
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(19,428 | ) | (69,488 | ) | 43,390 | |||||||
CASH AT BEGINNING OF PERIOD
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62,818 | 267,760 | - | |||||||||
CASH AT END OF PERIOD
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$ | 43,390 | $ | 198,272 | $ | 43,390 | ||||||
SUPPLEMENTAL DISCLOSURES OF
|
||||||||||||
CASH FLOW INFORMATION
|
||||||||||||
CASH PAID FOR:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income Taxes
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$ | - | $ | - | $ | - | ||||||
SCHEDULE OF NON-CASH FINANCING
|
||||||||||||
ACTIVITIES:
|
||||||||||||
Deemed dividend
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$ | - | $ | - | $ | 1,131,789 | ||||||
The accompanying notes are an integral part of these financial statements.
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•
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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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|
•
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Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
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•
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Strength and diversity of management, either in place or scheduled for recruitment;
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|
•
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Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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•
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The cost of participation by us as compared to the perceived tangible and intangible values and potentials;
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|
•
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The extent to which the business opportunity can be advanced;
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•
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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|
•
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Other relevant factors.
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·
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filing of our quarterly, annual and other reports under the Securities Exchange Act of 1934, including legal, accounting and filing fees,
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·
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litigation costs relating to an ongoing lawsuit against Mr. Tomlinson and PBT Capital Partners, L.L.C., and
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·
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costs relating to consummating an acquisition.
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No.
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Description
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31.1
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Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
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31.2
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Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer
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32.1
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Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
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STANDARD DRILLING, INC.
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May 16, 2011
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By: /s/ David S. Rector
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David S. Rector, Chief Executive Officer, Chief Financial Officer
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1.
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I have reviewed this report on Form 10-Q for the period ended March 31, 2011 of Standard Drilling, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state 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 report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that 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 report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principles;
|
|
(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|||
(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|||
May 13, 2011
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/s/David S. Rector
David S. Rector, Chief Executive Officer, principal executive officer
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1.
|
I have reviewed this report on Form 10-Q for the period ended March 31, 2011 of Standard Drilling, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that 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 report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|||
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|||
May 13, 2011
|
/s/David S. Rector
David S. Rector, Chief Financial Officer, principal financial and accounting officer.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
|
||
May 13, 2011
|
/s/David S. Rector
David S. Rector, Chief Executive Officer, Chief Financial Officer, principal executive officer, principal financial and accounting officer
|