10KSB/A 1 f10ksba21207_ea3stdmble.htm FORM 10-KSB/A f10ksba21207_ea3stdmble.htm
 


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-KSB/A
(Amendment No. 2 )

(Mark One)
x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2007

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission File No. 000-51879
 
Standard Mobile, Inc.
(Name of small business issuer in its charter)
 
DELAWARE
26-1276310 
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
 
16870 Valley View Avenue, La Mirada California
90638
(Address of principal executive offices)
(Zip Code)
 
(714) 994-1400
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
   
Title of each class registered:
Name of each exchange on which registered:
None
None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, par value $.001
(Title of class)
 
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 he 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 o
 
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
Yes x     No o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. o
 
Revenues for year ended December 31, 2007: $0

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2007, was: $0

Number of shares of the registrant’s common stock outstanding as of March 23, 2008 was: 708,000

Transitional Small Business Disclosure Format: Yes o    No x
 
 
 

 
Explanatory Note

This Annual Report on Form 10-KSB/A is filed as an amendment to the Annual Report on Form 10-KSB filed by Standard Mobile, Inc. (the “Company”) on March 24, 2008 (the “Original 10-KSB”). The Company is amending Item 8(a) (Controls and Procedures) to conclude that our disclosure controls and procedures are not effective because we failed to include our Management’s Report on Internal Control over Financial Reporting which was a failure to comply with the required disclosures under provisions of Item 308 in Regulation S-K.
 
 
 
 
 
 
 
 
 
PART I
 
1
1
2
2
2
PART II
 
2
2
4
4
5
5
PART III
 
5
5
6
6
7
PART IV
 
7
7
7
SIGNATURES
 
8
 
i
 
 
PART I
 
 
General

4303, Inc. was incorporated on December 9, 2005 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. We have been in the developmental stage since inception and have no operations to date other than issuing shares to our original shareholder.  4303, Inc. subsequently changed its name to Thermal Technology Services, Inc.

On October 22, 2007, the Company entered into a Stock Purchase Agreement with Won Bum Lee for the purchase of all of the issued and outstanding shares of the Company from Michael Raleigh, the sole officer and director of the Company.  Pursuant to this Agreement, Mr. Raleigh resigned as the Company’s sole officer and director and Mr. Lee was appointed the Company’s Chairman and President.  In addition, the Company changed its name to Standard Mobile, Inc. and amended its business plan to focus on the sale and distribution of cellular phones and other telecommunications devices including VoIP products.

Business Development

We were founded December 9, 2005 by Michael Raleigh.  On October 22, 2007, all of the issued and outstanding shares were purchased by Mr. Won Bum Lee who became the Company’s Chairman and President and amended its business plan to focus its operations on the sale and distribution of cellular phones and VoIP telecommunications equipment.  We have changed our name to Standard Mobile, Inc. (“Standard Mobile”) to better reflect our new business plan.

Standard Mobile has only recently begun to operate as a seller and distributor of cellular phones and VoIP telecommunications equipment and has not generated any revenue.

The Company has not been involved in any bankruptcy, receivership or similar proceeding at any time during its corporate existence.  The only material reclassification, merger, consolidation, or purchase or sale of significant assets was the purchase of 100% of the issued and outstanding shares of common stock by Mr. Won Bum Lee from Michael Raleigh pursuant to the Stock Purchase Agreement, as described above.

Business of Issuer

Standard Mobile is a sales business that intends to sell cellular phones and VoIP products to retailers.  Almost 50% of our market is in California and we hope to expand our presence throughout the United States and globally.

Products
We sell and distribute wireless telecommunication products, VoIP products and our distribution services include the purchasing, selling, warehousing, programming, packing, shipping, and delivery of handsets for wireless telecommunications and VoIP products from manufacturers to agents, resellers, distributors, independent dealers and retailers in the United States.

Competitors
We compete for sales and distribution of wireless telecommunications equipment and accessories with numerous well-established wireless network operators, distributors and manufacturers, including our own suppliers. Our competitors in the United States include such companies as BrightPoint, Inc., Bright Star, Inc., and Infosonic, Inc. The wireless telecommunications industry is intensely competitive and we may not be able to continue to compete successfully in this industry.
 
Raw Materials
The Company’s business does not depend on raw materials in order to provide its services.

Customers
Standard Mobile seeks to develop a large customer base and sell to various retailers, network operators, and distributors.  The Company will not rely on any one customer or client to support its business operations.

Patents
At this point, Standard Mobile does not possess nor does it intend to possess any patents, trademarks, licenses, franchises, concessions, royalty agreements or any labor contracts.  In addition, Standard Mobile does not see a need for government approval of its business operations and does not expect the government to begin regulating this industry.  Standard Mobile does not expect to incur any costs of compliance with environmental laws or regulations.
 
 

 
Employees
Standard Mobile is currently in its initial business stage and, therefore, does not have any employees other than Mr. Lee.  As the business grows, the Company will need to hire a sales force and other employees to manage its operations and develop its customer base.

Use of Financing

Standard Mobile will use the funds raised to continue to fund operations and expand its customer base.  Because Standard Mobile does not currently have sufficient revenues to continue to fund operations, we will rely on the funds raised to continue to operate throughout the next 12 months.

Revenue Sources

Currently, we do not have any revenues, however, we expect to derive revenue from the sale of cellular phones and VoIP telecommunication equipment to retail stores and distributors of cellular products.

 
We presently maintain our principal offices at 16870 Valley View Road, La Mirada, California 90638. Our telephone number is (714)670-7868. 
 
 
We are not presently parties to any litigation, nor to our knowledge and belief is any litigation threatened or contemplated.
 

On December 1, 2007, our board of directors approved the issuance of 500,000 shares of common stock to Mr. Won Bum Lee as consideration for services rendered.  The share issuance was also approved by a majority of the Company’s stockholders.
 
PART II

 
Public Market for Common Stock

During the year ended December 31, 2007, there was no trading market for our Common Stock. As of February 19, 2008, however, we were cleared to trade on the OTC Bulletin Board with an initial quote of $0.45 Bid and $0.55 Ask.  Our symbol is SDML.OB.
 
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience  and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
Holders
 
As of December 31, 2007, 708,000 shares of common stock are issued and outstanding and held by 40 shareholders.  Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.
 
 

 
Holders of common stock do not have cumulative voting rights.

Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business. Our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

Recent Sales of Unregistered Securities
 
On December 1, 2007, we issued 500,000 shares to Won Bum Lee for services rendered.  Such shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933. These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, and manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, Won Bum Lee had the necessary investment intent as required by Section 4(2) since he agreed to and received a share certificate bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

On December 10, 2007, we completed a private placement whereby we sold 108,000 shares of our common stock to 39 shareholders of our common stock.  This offering was exempt from registration pursuant to Rule 506 of Regulation D and Section 4(2) of the Securities Act of 1933.  Subsequently, we filed a registration statement covering these 108,000 shares of common stock and on January 16, 2008, the registration statement was declared effective.
 
Equity Compensation Plan Information
 
The following table sets forth certain information as of March 23, 2008, with respect to compensation plans under which our equity securities are authorized for issuance:
 
   
(a)
(b)
(c)
   
_________________
_________________
_________________
   
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted-average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
         
 
Equity compensation
None
   
 
Plans approved by
     
 
Security holders
     
         
 
Equity compensation
None
   
 
Plans not approved
     
 
By security holders
     
 
Total
     
 
 

 
 
Plan of Operation
 
This section of the annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

We were founded December 9, 2005 by Michael Raleigh.  On October 22, 2007, all of the issued and outstanding shares were purchased by Mr. Won Bum Lin who became the Company’s Chairman and President and amended its business plan and began to focus its operations on the sale of cellular products, including cellular phones and VoIP telecommunications products.  We have changed our name to Standard Mobile, Inc. (“Standard Mobile”) to better reflect our new business plan.
 
Plan of Operation

During the next twelve months, we expect to take grow our sales leads and establish business relationships and sales contacts in an effort to develop our business and the implementation of our plan of operations.

To date, we have provided for our cash requirements through an initial capital contribution by our officer and director, as well as a private placement of securities to certain investors.  We received gross proceeds of approximately $54,000 from these activities which we have used for general working capital purposes. We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our directors. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses.  We do not have any arrangements in place for any future equity financing.

We have not incurred any research or development expenditures since our incorporation.

We do not have plans to purchase or sell plant and significant equipment.

We have no employees as of the date of this annual report other than our director.

In the next 12 months, we anticipate spending an additional $15,000 on administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.
 
Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”(SPEs).
 
 
 
STANDARD MOBILE, INC.
(a development stage company)
 
FINANCIAL STATEMENTS
 
 
 
AS OF DECEMBER 31, 2007 and 2006


STANDARD MOBILE, INC.
(a devlopment stage company)
Financial Statements Table of Contents

 
FINANCIAL STATEMENTS
Page #
   
Independent Auditors Report
F-1
   
Balance Sheet
F-2
   
Statement of Operations and Retained Deficit
F-3
   
Statement of Stockholders Equity
F-4
   
Cash Flow Statement
F-5
   
Notes to the Financial Statements
F-6
 
 
 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To The Board of Directors and Shareholders
STANDARD MOBILE, INC.
 
We have audited the accompanying balance sheets of Standard Mobile, INC. (a development stage company), as of December 31, 2007 and 2006, and the related statement of operations, equity and cash flows for the twelve months then ended and from inception (December 9, 2005) through December 31, 2007.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Standard Mobile,INC., as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the twelve months then ended and from inception (December 9, 2005) through December 31, 2007 in conformity with U.S. generally accepted accounting principles.
 
Gately & Associates, LLC
Altamonte Springs, FL
January 24, 2008

 
 
 
 
STANDARD MOBILE, INC.
(a development stage company)
BALANCE SHEET
As of December 31, 2007 and December 31, 2006
             
ASSETS
             
CURRENT ASSETS
 
12/31/2007
   
12/31/2006
 
             
    Cash
  $ 12,600     $ -  
                 
        Total Current Assets
    12,600       -  
                 
        TOTAL ASSETS
  $ 12,600     $ -  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
                 
CURRENT LIABILITIES
               
                 
    Accrued Expenses
  $ 5,250     $ 1,750  
    Notes Payable
    12,600       -  
                 
        Total Current Liabilities
    17,850       1,750  
                 
TOTAL LIABILITIES
  $ 17,850     $ 1,750  
                 
STOCKHOLDERS' EQUITY
               
                 
    Preferred Stock - Par value $0.001;
               
        Authorized: 10,000,000
               
        None issues and outstanding
  $ -     $ -  
                 
    Common Stock - Par value $0.001;
               
        Authorized: 100,000,000
               
        Issued and Outstanding: 708,000 and 100,000
    708       100  
    Additional Paid-In Capital
    55,672       -  
    Stock subscription receivable
    (54,000 )     -  
    Accumulated Deficit
    (7,630 )     (1,850 )
                 
        Total Stockholders' Equity
    (5,250 )     (1,750 )
                 
        TOTAL LIABILITIES AND EQUITY
  $ 12,600     $ -  
                 
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
STANDARD MOBILE, INC.
 
(a development stage company)
 
STATEMENT OF OPERATIONS
 
For the twelve months ending December 31, 2007 and 2006
 
from inception (December 9, 2005) through December 31, 2007
 
                   
                   
   
12 MONTHS
   
12 MONTHS
   
FROM
 
   
ENDING
   
ENDING
   
INCEPTION
 
   
12/31/2007
   
12/31/2006
   
TO 12/31/07
 
                   
REVENUE
  $ -     $ -     $ -  
                         
COST OF SERVICES
    -       -       -  
                         
GROSS PROFIT OR (LOSS)
    -       -       -  
                         
GENERAL AND ADMINISTRATIVE EXPENSES
    5,765       800       7,615  
                         
OPERATING INCOME
    (5,765 )     (800 )     (7,615 )
                         
INTEREST EXPENCE
    15       -       15  
                         
NET INCOME
    (5,780 )     (800 )     (7,630 )
                         
ACCUMULATED DEFICIT, BEGINNING BALANCE
    (1,850 )     (400 )     -  
                         
ACCUMULATED DEFICIT, ENDING BALANCE
  $ (7,615 )   $ (1,200 )   $ (7,615 )
                         
                         
Earnings (loss) per share
  $ (0.04 )   $ (0.01 )        
                         
                         
Weighted average number of common shares
    144,351       100,000          
                         
 
The accompanying notes are an integral part of these financial statements.
 
 
 
STANDARD MOBILE, INC.
 
(a development stage company)
 
STATEMENT OF STOCKHOLDERS' EQUITY
 
From inception (December 9, 2005) through December 31, 2007
 
                               
                               
         
COMMON
   
Paid-In
   
ACCUM.
   
TOTAL
 
   
SHARES
   
STOCK
   
Capital
   
DEFICIT
   
EQUITY
 
                               
Stock issued on acceptance
    100,000     $ 100     $ -     $ -     $ 100  
     of incorporation expenses
                                       
     December 9, 2005
                                       
                                         
Net Income (Loss)
                            (400 )     (400 )
                                         
                                         
Total, December 31, 2005
    100,000     $ 100     $ -     $ (400 )   $ (300 )
                                         
Net Income (Loss)
                            (1,450 )     (1,450 )
                                         
                                         
Total, December 31, 2006
    100,000     $ 100     $ -     $ (1,850 )   $ (1,750 )
                                         
Stock issued as compensation
                                       
     at $0.001 per share on
                                       
     December 1, 2007
    500,000       500                       500  
                                         
Stock subscribed at $0.50 per
                                       
     share on private placement
                                       
     on December 20, 2007
    108,000       108       53,892               54,000  
Stock subscription receivable
                                    (54,000 )
                                         
In-kind Contribution
                    1,780               1,780  
                                         
Net Income (Loss)
                            (5,780 )     (5,780 )
                                         
                                         
Total, December 31, 2007
    708,000     $ 708     $ 55,672     $ (7,630 )   $ (5,250 )
                                         
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
STANDARD MOBILE, INC.
 
(a development stage company)
 
STATEMENTS OF CASH FLOWS
 
For the twelve months ending December 31, 2007 and 2006
 
from inception (December 9, 2005) through December 31, 2007
 
                   
                   
   
12 MONTHS
   
12 MONTHS
   
FROM
 
   
ENDING
   
ENDING
   
INCEPTION
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
12/31/2007
   
12/31/2006
   
TO 12/31/07
 
                   
Net income (loss)
  $ (5,780 )   $ (800 )   $ (7,615 )
                         
Stock issued as compensation
    500       -       600  
In-Kind Contribution
    1,780       -       1,780  
Increase (Decrease) in Accrued Expenses
    3,500       800       5,250  
                         
Total adjustments to net income
    5,780       800       7,630  
                         
Net cash provided by (used in) operating activities
    -       -       15  
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
                         
None
    -       -       -  
                         
Net cash flows provided by (used in) investing activities
    -       -       -  
                         
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
Cash received on notes payable
    12,600       -       12,600  
                         
Net cash provided by (used in) financing activities
    12,600       -       12,600  
                         
CASH RECONCILIATION
                       
                         
Net increase (decrease) in cash
    12,600       -       12,615  
Cash - beginning balance
    -       -       -  
                         
CASH BALANCE - END OF PERIOD
  $ 12,600     $ -     $ 12,615  
                         
 
The accompanying notes are an integral part of these financial statements.
 
 
 
 
 
 

STANDARD MOBILE, INC.
 
Notes to the financial statements

 
 
1.   Summary of Significant Accounting Policies:
 
Standard Mobile, Inc. (formerly known as Thermal Technology Services, Inc.) was incorporated in 2005 under the name 4303, Inc. (the “Company”).  Prior to October 22, 2007, the Company changed its name to Thermal Technologies, Inc.  On October 22, 2007 (the "Effective Date"), pursuant to the terms of a Stock Purchase Agreement, Won Bum Lee purchased a total of 100,000 shares of issued and outstanding common stock of Thermal Technology Services, Inc. from Michael Raleigh, the sole officer, director and shareholder of the Company, for an aggregate of $32,500 in cash. The total of 100,000 shares represented all of the shares of outstanding common stock of the Company at the time of transfer.  Mr. Lee used private funds to purchase the shares of the Company.
 
We are currently located in La Mirada, California. We focus our business on telecommunication sales and distribution, including sales of cellular phones, telecommunication equipment and other various VoIP products.
 
As we grow, we will take on people and services in related markets and continue to expand our sales and services throughout the United States and eventually on a global basis.  We also expect to gain additional leverage by entering into contracts with electronic companies for the sales of their equipment.
 
The Company’s fiscal year end is December 31, a calendar year end.
 
Significant Accounting Policies:
 
The Company’s management has adopted the following accounting policies.
 
Revenue Recognition
 
The Company currently has no revenues and accounts for costs on the accrual basis as a going concern under Generally Accepted Accounting Principles.
 
Cash and Cash Equivalents
 
The Company considers cash on hand and amounts on deposit with financial institutions which have original maturities of three months or less to be cash and cash equivalents.
 
Basis of Accounting
 
The Company’s financial statements are prepared in accordance with generally accepted accounting principles.  The Company’s management has made all adjustments in their opinion that are necessary in order to make the financial statements not misleading.
 
Estimates and adjustment
 
The Company’s management is of the opinion that all estimates and adjustment have been made in accordance with Generally Accepted Accounting Principle in order for the financial statements to not be misleading.
 


 
 
Income Taxes
 
The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities.  Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
 
Earnings Per Share
 
Basic and diluted earnings per share is computed by dividing earnings available to stockholders by the weighted-average number of shares outstanding for the period as guided by the Financial Accounting Standards Board (FASB) under Statement of Financial Accounting Standards (SFAS) No. 128, “Earnings per Shares”.  Diluted EPS reflects the potential dilution of securities that could share in the earnings.
 
Concentrations of Credit Risk
 
Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of operating demand deposit accounts. The Company’s policy is to place its operating demand deposit accounts with high credit quality financial institutions that are insured by the FDIC.
 
2.   Related Party Transactions:
 
Primary shareholders currently fund the Company and pay certain expenses on behalf of the Company which are recorded as in kind contributions to equity.  A related party has also loaned the Company money in the form of note payables.
 
3.   Accounts Receivable:
 
The Company has no receivables at this time.
 
4.   Use of Estimates:
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
5.   Accounts Payable and Accrued Expenses:
 
Accounts payable and accrued expenses consist of trade payables from normal operations of the business.
 
 

 
 
6.   Notes Payable:
 
At various dates during 2007, the Company borrowed $12,600 from related party individuals and companies.  All notes are demand notes carrying a 3% interest rate.
 
7.   Stockholder Equity:
 
Preferred stock includes 10,000,000 shares authorized at a par value of $0.001, of which none are issued or outstanding.

Common Stock includes 100,000,000 shares authorized at a par value of $0.001, of which 100,000 have been issued for the amount of $100 on December 9, 2005 in acceptance of the incorporation expenses for the Company.

On October 22, 2007, Won Bum Lee purchased a total of 100,000 shares of issued and outstanding common stock of Thermal Technology Services, Inc. from Michael Raleigh, the sole officer, director and shareholder of the Company, for an aggregate of $32,500 in cash.

During December 2007, the Company issued 500,000 shares of common stock to its sole director of the Company as compensation in the amount of $500, or $0.001 per share.

During December 2007, the Company undertook a Section 4(2) registration under the Securities Act of 1933 to raise $54,000 in the issuance of 108,000 shares of common stock at $0.50 per share. The stock issuance has been recorded as a stock subscription receivable.  The Company’s management considers this offering to be exempt under the Securities Act of 1933.
 
8.   Employment Contract and Incentive Commitments:
 
The Company has no employment contracts and incentive commitments.
 
9.  Income Taxes:
 
The income tax payable that was accrued for the year ended December 31, 2007 was offset by the Company’s net operating loss carry-forward therefore the provisions for income tax in the income statement is $0.  For the twelve months ended December 31, 2007 the Company had an operating loss of $5,765, which is a loss that can be carried forward to offset future income for a period of 20 years. The Company has net operating loss carry-forwards that were derived solely from operating losses. These amounts can be carried forward to be used to offset future income for tax purposes for a period of 20 years for each year’s loss. The accounting for these losses derives a deferred tax asset for the twelve months ended December 31, 2007 of 1,523.
 
No provision was made for federal income tax since the Company has significant net operating losses. From inception through December 31, 2007, the Company incurred net operating losses for tax purposes of approximately $7,615. The net operating loss carry forwards may be used to reduce taxable income through the years 2025 to 2027. The availability of the Company’s net operating loss carry-forwards are subject to limitation if there is a 50% or more positive change in the ownership of the Company’s stock. The provision for income taxes consists of the federal and state minimum tax imposed on corporations.
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax liabilities and assets as of December 31, 2007 are as follows:
 
 
 
Deferred tax assets:
     
Federal net operating loss
 
$
1,142
 
State net operating loss
   
381
 
         
Total deferred tax assets
   
1,523
 
Less valuation allowance
   
(1,523
)
         
   
$
--
 
 
 
The Company has provided a 100% valuation allowance on the deferred tax assets at December 31, 2007 to reduce such asset to zero, since there is no assurance that the Company will generate future taxable income to utilize such asset. Management will review this valuation allowance requirement periodically and make adjustments as warranted.
 
The reconciliation of the effective income tax rate to the federal statutory rate for the periods ended December 31, 2007 and December 31, 2006 is as follows:
 
 
   
2007
 
2006
 
           
Federal income tax rate
   
(15.0
%)
 
(15.0
%)
State tax, net of federal benefit
   
(5.0
%)
 
(5.0
%)
Increase in valuation allowance
   
20.0
%
 
20.0
%
               
Effective income tax rate
   
0.0
%
 
0.0
%
 
 
10.   Required Cash Flow Disclosure for non-cash items, Interest and Taxes Paid:
 
The Company has made no cash payments for interest or income taxes. A related party pays expenses on behalf of the Company which are recorded as non-cash in kind contributions to equity.
 
11.   Contingent Liabilities:
 
Currently the Company has not identified any contingent liabilities that may be due.
 
12. Subsequent Events:
 
Currently the Company has not identified any subsequent events that may occur.
 
 
 
 
Our accountant is Gately & Associates, LLC, CPAs, independent certified public accountants. We do not presently intend to change accountants. At no time have there been any disagreements with such accountants regarding any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

 
Evaluation of disclosure controls and procedures  
 
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules based on the material weakness described below:

-  
We failed to include the Management’s Report on Internal Control Over Financial Reporting in our Form 10-KSB filed on March 25, 2008.

We are developing a plan to ensure that all information will be recorded, processed, summarized and reported accurately, and as of the date of this report, we have taken the following steps to address the above-referenced material weaknesses in our internal control over financial reporting:

1.  
We have amended the Form 10-KSB to include the Management’s Report on Internal Controls Over Financial Reporting;

2.  
We will continue to educate our management personnel to comply with the disclosure requirements of Securities Exchange Act of 1934 and Regulation S-K; and
   
3.   We will increase management oversight of accounting and reporting functions in the future.
 
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of the Company is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.  The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with United State’s generally accepted accounting principles (US GAAP), including those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of our internal control over financial reporting.  Based on this assessment, Management concluded the Company maintained effective internal control over financial reporting as of December 31, 2007.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
 
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
 
 
 
 
 
 
PART III
 

We have one Director and Officer as follows:

Name
Age
Positions and Offices Held
     
Won Bum Lee
46
President/Director

Mr. Won Bum Lee, age 46, attended Busan University in Korea where he graduated from its Medical College in 1986 and received a graduate degree in medicine in 1988.  In 2003, Mr. Lee also received his Ph.D. in medicine from Busan University.  Until he retired in 2006, Mr. Lee managed and ran a private medical practice treating patients and specializing in surgical procedures.

There are no agreements or understandings for the officer or director to resign at the request of another person and the above-named officer and director is not acting on behalf of nor will act at the direction of any other person.

Term of Office
 
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board. 
 
All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.
 
None of our Officers and/or Directors have filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.
 
 
 
Audit Committee  
 
We do not have a standing audit committee of the Board of Directors. Management has determined not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.
 
Certain Legal Proceedings
 
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
 
Compliance With Section 16(A) Of The Exchange Act.
 
Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2007.
 
Code of Ethics
 
The company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. This Code of Ethics is filed herewith as an exhibit.
 
 
Compensation of Executive Officers
  
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended December 31, 2007 and 2006 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
 
SUMMARY COMPENSATION TABLE

Name and Principal Position
Year 
 
Salary
($)
   
Bonus
($)
   
Stock Awards
($)
 
Option Awards
($)
   
Non-Equity Incentive Plan Compensation ($)
   
Non-Qualified Deferred Compensation Earnings
($)
   
All Other Compensation
($)
   
Totals
($)
 
                                                   
Won Bum Lee
President, Chief
2007
  $ 0       0       0       0       0       0       0     $ 0  
Executive Officer,
2006
  $ 0       0       0       0       0       0       0     $ 0  
Chief Financial Officer
                                                                 

Employment Agreements
 
We do not have any employment agreements in place with our sole officer and director.
 
 
The following table sets forth each person known by us to be the beneficial owner of five percent or more of the Company's Common Stock, all directors individually and all directors and officers of the Company as a group. Except as noted, each person has sole voting and investment power with respect to the shares shown.
 
 

 
Name and Address of
Beneficial Owner
Amount of
Beneficial Ownership
Percentage
of Class
     
     
     
Won Bum Lee
600,000
84.7%
     
All Executive Officers
   
and Directors as a Group
600,000
84.7%
(1 Person)
   
 
 
We currently use the offices of management at no cost to us.
 
 
Exhibit Number
Exhibit Title
   
14
Code of Ethics *
   
31.1
Certification of Michael Raleigh pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1
Certification of Michael Raleigh pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
 
* Filed with the original Form 10-KSB on March 25, 2008
 
 
Audit Fees
 
For the Company’s fiscal year ended December 31, 2007, we were billed approximately $1,000.00 for professional services rendered for the audit of our financial statements. We were not billed for the review of financial statements included in our periodic and other reports filed with the Securities and Exchange Commission for our year ended December 31, 2007.
 
Tax Fees
 
For the Company’s fiscal year ended December 31, 2007, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
 
All Other Fees
 
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2007.
 
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.
 

 
 
 
SIGNATURES
 
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, there unto duly authorized.
 
Standard Mobile, Inc. 
 
By:
/s/ Won Bum Lee 
 
Chief Executive Officer
Chief Financial Officer
 
 
Dated:
August 22 , 2008
 
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 dates indicated.
 
Name 
Title
Date
/s/ Won Bum Lee 
Won Bum Lee  
Chief Executive Officer
Chief Financial Officer,
and Director
August 22 , 2008
 
 
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