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EX-32.1 - EFACTOR GROUP CORP.ex32-1.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

(Mark One)
Form 10-Q

[√]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

or

[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  ______________________     to ____________________________
Commission file number: 000-51569

STANDARD DRILLING, INC.
(Name of registrant as specified in its charter)

Nevada
84-1598154
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

1640 Terrace Way, Walnut Creek, CA
94597
(Address of principal executive offices)
(Zip Code)

(925) 938-0406
(Registrant's telephone number, including area code)
 
not applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [√] No [  ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 (or for such shorter period that the registrant was required to submit and post such files).  Yes  [  ] No  [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
Smaller reporting company
[√]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes [√] No [  ]
 
Indicated the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  33,458,880 shares of common stock are issued and outstanding as of November 18, 2009.


TABLE OF CONTENTS

   
Page No.
PART I. - FINANCIAL INFORMATION
Item 1.
Financial Statements
1
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
7
Item 3.
Quantative and Qualitative Disclosures About Market Risk.
10
Item 4T
Controls and Procedures.
10
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings.
10
Item 1A.
Risk Factors.
10
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
10
Item 3.
Defaults Upon Senior Securities.
10
Item 4.
Submission of Matters to a Vote of Security Holders.
10
Item 5.
Other Information.
10
Item 6.
Exhibits.
10

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, our ability to consummate the acquisition of an operating entity and/or assets, our ability to generate revenues and pay our operating expenses, our ability to raise capital as necessary, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors.  Most of these factors are difficult to predict accurately and are generally beyond our control.  You should consider the areas of risk described in connection with any forward-looking statements that may be made herein.  Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report in its entirety, including the risks described in "Item 1A. - Risk Factors".  Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.  These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Standard Drilling", "we"", "our", the "Company" and similar terms refer to Standard Drilling, Inc., a Nevada corporation. In addition, when used herein and unless specifically set forth to the contrary, “2009” refers to the year ending December 31, 2009 and “2008” refers to the year ended December 31, 2008.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.
 
STANDARD DRILLING, INC.
(A Development Stage Company)
Balance Sheets
 
 
               
               
               
               
ASSETS
 
               
     
September 30,
   
December 31,
 
     
2009
   
2008
 
CURRENT ASSETS
   
(Unaudited)
       
               
   Cash and cash equivalents   $ 323,027     $ 485,200  
                   
        Total Current Assets     323,027       485,200  
                   
        TOTAL ASSETS   $ 323,027     $ 485,200  
                   
                   
LIABILITIES AND STOCKHOLDERS' EQUITY
                   
                   
CURRENT LIABILITIES
               
                   
   Accounts payable   $ -     $ -  
                   
        Total Current Liabilities     -       -  
                   
        TOTAL LIABILITIES     -       -  
                   
STOCKHOLDERS' EQUITY
               
                   
   Preferred stock; 10,000,000 shares authorized,                
     at $0.001 par value, zero shares issued and outstanding     -       -  
   Common stock; 100,000,000 shares authorized,                
     at $0.001 par value, 33,458,880 and 33,458,880                
     shares issued and outstanding, respectively     33,459       33,459  
   Additional paid-in capital     17,872,951       17,872,951  
   Accumulated deficit     (17,583,383 )     (17,421,210 )
                   
        Total Stockholders' Equity     323,027       485,200  
                   
        TOTAL LIABILITIES AND STOCKHOLDERS'                
          EQUITY   $ 323,027     $ 485,200  
 
 
 
 
 
The accompanying condensed notes are an integral part of these interim financial statements.
 
 
 
 
 
 
1

STANDARD DRILLING, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
 
                               
                               
                           
From Inception
 
                           
of the
 
                           
Development
 
                           
Stage on
 
 
For the Three
   
For the Nine
   
February 14,
 
 
Months Ended
   
Months Ended
   
2006 Through
 
 
September 30,
   
September 30,
   
September 30,
 
 
2009
   
2008
   
2009
   
2008
   
2009
 
                               
                               
REVENUES - Drilling
  $ -     $ -     $ -     $ -     $ -  
                                         
COST OF SALES
    -       -       -       -       -  
                                         
GROSS PROFIT
    -       -       -       -       -  
                                         
OPERATING EXPENSES
                                       
                                         
Consulting
    30,000       41,000       46,476       1,401,447       1,583,363  
General and administrative
    15,110       47,716       118,670       77,716       211,476  
                                         
Total Operating Expenses
    45,110       88,716       165,146       1,479,163       1,794,839  
                                         
OPERATING LOSS
    (45,110 )     (88,716 )     (165,146 )     (1,479,163 )     (1,794,839 )
                                         
OTHER INCOME (EXPENSE)
                                 
                                         
Interest expense
    -       -       -       -       -  
Interest income
    537       -       2,973       -       3,856  
                                         
Total Other Income
                                       
  (Expense)
    537       -       2,973       -       3,856  
                                         
LOSS BEFORE
                                       
  DISCONTINUED
                                       
  OPERATIONS
    (44,573 )     (88,716 )     (162,173 )     (1,479,163 )     (1,790,983 )
                                         
Loss from Discotinued
                                       
  Operations
    -       -       -       -       (15,792,400 )
                                         
                                         
NET LOSS
  $ (44,573 )   $ (88,716 )   $ (162,173 )   $ (1,479,163 )   $ (17,583,383 )
                                         
BASIC AND DILUTED
                                       
  LOSS PER SHARE
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.04 )        
                                         
WEIGHTED AVERAGE
                                       
  NUMBER OF SHARES
                                       
  OUTSTANDING
    33,458,880       34,207,000       33,458,880       34,207,000          
 
                                         
                                         
                                         
                                         
                                         
                                         
                                         
The accompanying condensed notes are an integral part of these interim financial statements.
         
 
 
 
2

STANDARD DRILLING, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
 
 
                                     
               
Additional
   
Stock
   
Prepaid
   
Retained
 
   
Common Stock
   
Paid-In
   
Subscriptions
   
Stock
   
Earnings
 
   
Shares
   
Amount
   
Capital
   
Receivable
   
Awards
   
(Deficit)
 
                                     
Balance at inception on February 14, 2006
    -     $ -     $ -     $ -     $ -     $ -  
                                                 
Initial capital from founding shareholders for services rendered
    23,000,000       23,000       -       -       -       -  
                                                 
Issuance of common stock for cash, prepaid services, and
                                         
  subscriptions receivable
    22,073,000       22,073       18,026,709       (370,000 )     (722,755 )     -  
 
                                               
Net loss for the period from inception on February 14, 2006
                                         
  through December 31, 2006
    -       -       -       -       -       (3,624,042 )
                                                 
Balance, December 31, 2006
    45,073,000       45,073       18,026,709       (370,000 )     (722,755 )     (3,624,042 )
                                                 
Cash received on subscriptions receivable
    -       -       -       317,600       -       -  
                                                 
Amortization of prepaid services to paid-in capital
    -       -       (742,472 )     -       722,755       -  
                                                 
Write-off of stock subscriptions receivable
    -       -       -       52,400       -       -  
                                                 
Common shares cancelled
    (10,866,000 )     (10,866 )     (55,754 )     -       -       -  
                                                 
Net loss for the year ended December 31, 2007
    -       -       -       -       -       (12,243,212 )
                                                 
Balance, December 31, 2007
    34,207,000       34,207       17,228,483       -       -     $ (15,867,254 )
                                                 
Fair value of options granted and amended
    -       -       643,720       -       -       -  
                                                 
Common shares cancelled
    (748,120 )     (748 )     748       -       -       -  
                                                 
Net loss for the year ended December 31, 2008
    -       -       -       -       -       (1,553,956 )
                                                 
Balance, December 31, 2008
    33,458,880       33,459       17,872,951       -       -       (17,421,210 )
 
                                               
Net loss for the nine months ended
                                               
  September 30, 2009 (unaudited)
    -       -       -       -       -       (162,173 )
                                                 
Balance, September 30, 2009 (unaudited)
    33,458,880     $ 33,459     $ 17,872,951     $ -     $ -     $ (17,583,383 )
 
                                                 
                                                 
The accompanying notes are an integral part of these financial statements.
 
 
 
3

STANDARD DRILLING, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
 
 
               
From Inception
 
               
of the Development
 
               
Stage on
 
   
For the Nine
   
For the Nine
   
February 14, 2006
 
   
Months Ended
   
Months Ended
   
Through
 
   
September 30,
   
September 30,
   
September 30,
 
   
2009
   
2008
   
2009
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (162,173 )   $ (1,479,163 )   $ (17,583,383 )
Adjustments to reconcile net loss to net cash
                       
  used by operating activities:
                       
Depreciation, depletion and amortization
    -       -       476,710  
Common stock issued for services
    -       -       575,242  
Loss on equity investment
    -       -       59,146  
Gain on disposal of equity instruments
    -       -       (39,497 )
Fair value of options granted
    -       643,720       643,720  
Write-off of notes receivable
    -       -       600,000  
Loss on disposal of assets
    -       -       (476,709 )
Changes in operating assets and liabilities
                       
Change in accounts receivable
    -       600,000       (197,463 )
Increase in prepaid expenses
    -       -       (219,165 )
Decrease in deposits
    -       -       5,285  
Change in accounts payable
    -       5,292       1,303,028  
Increase in accrued expenses
    -       -       (728,051 )
                         
Net Cash Used by Operating Activities
    (162,173 )     (230,151 )     (15,581,137 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
                         
Purchase of oil and gas properties
    -       -       (2,427,507 )
Change in fixed assets
    -       -       1,074,406  
Change in deposits on fixed assets
    -       -       671,138  
Change in notes receivable
    -       -       (600,000 )
Cash paid on equity investment
    -       -       (87,500 )
                         
Net Cash Used by Investing Activities
    -       -       (1,369,463 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
Change in notes payable, net
    -       -       -  
Cash received on subscriptions receivable
    -       -       317,600  
Sale of common stock for cash
    -       -       16,956,027  
                         
Net Cash Provided by Financing Activities
    -       -       17,273,627  
                         
NET DECREASE IN CASH
    (162,173 )     (230,151 )     323,027  
                         
CASH AT BEGINNING OF PERIOD
    485,200       795,436       -  
                         
CASH AT END OF PERIOD
  $ 323,027     $ 565,285     $ 323,027  
                         
                         
SUPPLIMENTAL DISCLOSURES OF
                       
CASH FLOW INFORMATION
                       
                         
CASH PAID FOR:
                       
                         
Interest
  $ -     $ 544     $ 11,324  
Income Taxes
  $ -     $ -     $ -  
 
                         
                         
                         
                         
The accompanying condensed notes are an integral part of these interim financial statements.
 
 

 
4

STANDARD DRILLING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements. The results of operations for the periods ended September 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Recently Adopted Accounting Pronouncements

Effective June 30, 2009, the Company adopted a new accounting standard issued by the FASB related to the disclosure requirements of the fair value of the financial instruments. This standard expands the disclosure requirements of fair value (including the methods and significant assumptions used to estimate fair value) of certain financial instruments to interim period financial statements that were previously only required to be disclosed in financial statements for annual periods. In accordance with this standard, the disclosure requirements have been applied on a prospective basis and did not have a material impact on the Company’s financial statements.

On September 30, 2009, Sputnik adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates.  Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification.  These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

Recently Issued Accounting Standards

In August 2009, the FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis. This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard. This standard is effective for the Company on October 1, 2009. The Company does not expect the impact of its adoption to be material to its financial statements.

In October 2009, the FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement. Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items. This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition. This standard, for which the Company is currently assessing the impact, will become effective for the Company on January 1, 2011.
5


STANDARD DRILLING, INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2009


NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – SUBSEQUENT EVENTS

There were no subsequent events from the end of the quarter to November 13, 2009.
 
 
 
 
 
 
 
 
 
 

 
6


Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion of our financial condition and results of operation for the three months and nine months ended September 30, 2009 and 2008 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections appearing in our Form 10-K for the year ended December 31, 2008 as filed with the Securities and Exchange Commission.  We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Overview

We are considered a "shell company" under Federal securities laws. Our business plan is to seek to acquire assets or shares of an entity actively engaged in business which generates revenues in exchange for our securities. We will not restrict our search to any specific business, industry, or geographical location and we may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.  Management anticipates that it may be able to participate in only one potential business venture because we have nominal assets and limited financial resources.  This lack of diversification should be considered a substantial risk to our stockholders because it will not permit us to offset potential losses from one venture against gains from another.

Plan of Operations

We currently plan to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation and, to a lesser extent that desires to employ our funds in its business. Our principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
Our ability to effectively pursue our business plan has been adversely impacted by a number of factors related to our former operations.  The efforts on our behalf by Mr. David S. Rector, our sole officer and director and the individual responsible for our efforts to identify and close an acquisition with an operating company, have been substantially focused on matters related matters arising from a default by PBT Capital Partners, LLC under the terms of a September 2007 agreement and amendments thereto related to the sale of assets to this entity, and pending litigation which has resulted from this default.

PBT Capital Partners, LLC is a private company whose sole shareholder was Prentis B. Tomlinson, Jr., our former Chairman and Chief Executive Officer.  As a result of PBT Capital Partners, LLC’s default under the various agreements, on September 15, 2009 we received a copy of a Final Judgment entered against our company on June 30, 2009 in the District Court in Johnson County, Texas in the aggregate amount of approxmatley $202,874 for taxes, penalties, interest and attorneys fees, including continuing interest, related to four tracts of land.  The court also awarded Romfor West Africa, Ltd. judgment against our company in the amount of $8,325, plus additional attorneys’ fees in the conditional event of appeal.  The aforedescribed judgment relates to the unpaid property taxes.  Romfor West Africa, Ltd., a cross-plaintiff in the action underlying the judgment, has also served us with written discovery.

We have hired counsel in Texas to evaluate our options with respect to the judgment as well as to represent us in our efforts to collect the amounts due to us by PBT Capital Partners, LLC under a $600,000 note and to cause that company and Mr. Tomlinson to perform in accordance with the various agreements.  However, until these matters are essentially resolved the uncertainty related thereto will continue to adversely impact our ability to close a business combination with an operating company.

As of the date of this filing, while we have had conversations with potential merger or acquisition targets, we have not entered into any definitive agreement with any party. In our efforts to analyze potential acquisition targets, we may consider the following kinds of factors:

 
Potential for growth, indicated by new technology, anticipated market expansion or new products;
 
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;
 
Strength and diversity of management, either in place or scheduled for recruitment;
 
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;
 
The cost of participation by us as compared to the perceived tangible and intangible values and potentials;
 
The extent to which the business opportunity can be advanced;
 
The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
 
Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, our management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data.  Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the limited capital we have available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

The manner in which we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well as those of the promoters of the opportunity, and the relative negotiating strength of us and such promoters.

It is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), depends upon the issuance to the stockholders of the acquired company of at least 80% of the common stock of the combined entities immediately following the reorganization. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares. This could result in substantial additional dilution to the equity of those who were our stockholders prior to such reorganization.
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Our present stockholders will likely not have control of a majority of our voting shares following a reorganization transaction. As part of such a transaction, our current director may resign and new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of our management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving our company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval if possible.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

During the first nine months of 2009 we had only minimal expenses, which mainly consisted of filing fees and expenses associated with our ongoing public reporting expenses and minimal fees associated with searching out potential merger or acquisition targets.

We do not currently engage in any business activities that provide us with positive cash flows. As such, the costs of investigating and analyzing business combinations for the next approximately 12 months and beyond will be paid with our current cash and other current assets on hand and through funds raised through other sources, which may not be available on favorable terms, if at all.

During the next 12 months we anticipate incurring costs related to:

•           filing of our quarterly, annual and other reports under the Securities Exchange Act of 1934, and
•           costs relating to consummating an acquisition.

We believe we will be able to meet these costs with our current cash on hand.

Results of Operations

Three Months Ended September 30, 2009

Revenues and Other Income

We had no revenues in either of the three month periods ended September 30, 2009 or 2008. We had no other income for either of the three month periods ended September 30, 2009 or 2008.

Expenses

We had general and administrative expenses of $15,110 in the three month period ended September 30, 2009, a decrease of $32,606 from the $47,716 of general and administrative expenses incurred in the three month period ended September 30, 2008.  We also incurred $30,000 in consulting fees during the three months ended September 30, 2009, a decrease of $11,000 from the $41,000 in consulting fees incurred during the comparable period of 2008. We recorded interest income of $537 in the three months ended September 30, 2009, an increase of $537 from the three months ended September 30, 2008. The increase in interest income is attributable to the fact that the Company’s cash account balances being moved into interest-bearing accounts.  During the quarter we reduced our insurance expenses by approximately $3,000 per month, however, we anticipate that this reduction will be offset by increased legal fees related to the defaults by PBT Capital Partners, LLC and related ligation described earlier in this section.

Net Losses

We had a net loss of $(44,573), or $0.00 per share, during the three month period ended September 30, 2009, compared to a net loss of $(88,716), or $0.00 per share, during the comparable period of 2008.

Nine Months Ended September 30, 2009

Revenues and Other Income
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We had no revenues in either of the nine month periods ended September 30, 2009 or 2008. We had no other income for either of the nine month periods ended September 30, 2009 or 2008.

Expenses

We had general and administrative expenses of $118,670 in the nine month period ended September 30, 2009, a decrease of $1,282,777 from the $1,401,447 of general and administrative expenses incurred in the six month period ended June 30, 2008. We incurred consulting expenses in the amount of $46,476 during the nine months ended September 30, 2009, a decrease of $31,240 from the $77,716 incurred during the comparable period of 2008.  The decrease in general and administrative expenses is primarily attributable to a decrease in stock options granted for services. We recorded interest income of $2,973 in the nine months ended September 30, 2009, an increase of $2,973 from the nine months ended September 30, 2008. The increase in interest income is attributable to the fact that the Company’s cash account balances being moved into interest-bearing accounts.  

Net Losses

We had a net loss of $(162,173), or $0.00 per share, during the nine month period ended September 30, 2009, compared to a net loss of $(1,479,163), or $0.04 per share, during the comparable period of 2008. The primary reason for the decrease in net loss was a decrease in stock options granted for services.

Liquidity and Capital Resources

At September 30, 2009, we had current assets consisting solely of cash and cash equivalents of $323,027. At September 30, 2009, we had current liabilities of $-0-. At September 30, 2009, we had a total accumulated deficit of $17,583,383.

We expect to have monthly overhead costs of approximately $22,000 per month for the next twelve months, of which approximately $5,000 pertains to legal fees, $5,000 pertains to accounting fees, and $12,000 pertains to basic general and administrative expenses incurred in the pursuit of various business opportunities.   These estimates, however, are subject to change if our legal fees increase as described elsewhere herein.  Since our inception, our primary sources of liquidity have been generated by the sale of equity securities (including the issuance of securities in exchange for goods and services to third parties and to pay costs of employees).  Our future liquidity and our liquidity in the next 12 months, depends on our continued ability to obtain sources of capital to fund our continuing operations and to seek out potential merger and acquisition partners. As of September 30, 2009, our remaining cash balance will be sufficient to cover our current liabilities, obligations and contractual commitments for the remainder of 2009. The actual amount and timing of our capital expenditures may differ materially from our estimates. In addition, we may need to raise additional capital through the sale of equity and/or debt securities to complete the acquisition of an operating company; however, it is unlikely that we will be able raise additional capital until we identify and possibly close such an acquisition for our company. Even then, given the relative present illiquidity of the capital markets there are no assurances we will be able to raise any necessary capital. If we are not able to raise capital as necessary, it is possible we will be unable to close an acquisition which will provide operating revenues to our company. In that event, the likelihood that we can continue as a going concern is doubtful and investors could lose their entire investment in our company.

Cash Flows
 
For the nine months ended September 30, 2009, net cash used by operating activities was $162,173, attributable entirely to a net loss of $162,173. We did not report any cash used in investing or financing activities during the nine months ended September 30, 2009.

Off-Balance Sheet Arrangements

As of September 30, 2009, we had no off-balance sheet arrangements.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of any contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to uncollectible receivables, investment values, income taxes, the recapitalization and contingencies. We base our estimates on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
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Recent Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Not applicable for a smaller reporting company.

Item 4T.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.  We maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based upon the evaluation of our sole officer and director of our disclosure controls and procedures as of September 30, 2009, the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), our Chief Executive Officer who also serves as our Chief Financial Officer has concluded that as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure. Our management concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting. We are a small organization with only one employee. Under these circumstances it is impossible to segregate duties. We do not expect our internal controls to be effective until such time as we complete an acquisition of an operating company and even then there are no assurances that our disclosure controls will be adequate in future periods.

Changes in Internal Control over Financial Reporting.  There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

None.

Item 1A.  Risk Factors.

Not applicable for a smaller reporting company.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.
 
Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

None.

Item 5.  Other Information.

None.

Item 6.   Exhibits.

No.
Description
31.1
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer
32.1
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
STANDARD DRILLING, INC.
November 19, 2009
By: /s/ David S. Rector                     
 
David S. Rector, Chief Executive Officer, Chief Financial Officer
 
 
 

 
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