UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549




FORM 10-K





(Mark One)





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





For the fiscal year ended December 31, 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.(Exact 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)





Registrant's telephone number, including area code:
(925) 938-0406





Securities registered under Section 12(b) of the Act:





Title of each class
Name of each exchange on which registeredNone
Not applicable





Securities registered under Section 12(g) of the Act:





Common Stock, par value $0.001 per share(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   [  ] Yes [√] No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   [  ] Yes [√] No





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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


[  ] Yes [ √ ] No





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.   [√]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:





Large accelerated filer
[  ]
Accelerated filer
[  ]Non-accelerated filer

(Do not check if smaller reporting company)
[  ]
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 [  ]





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. $26,767 on June 30, 2009.





Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.   33,458,880 shares of common stock are issued and outstanding as of April 29, 2010.





DOCUMENTS INCORPORATED BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None.







































STANDARD DRILLING, INC.


FORM 10-K


TABLE OF CONTENTS





Page No.Part IItem 1.
Business.
4Item 1A.
Risk Factors.
7Item 1B.
Unresolved Staff Comments.
9Item 2.
Properties.
9Item 3.
Legal Proceedings.
9Item 4.
(Removed and Reserved).
9Part IIItem 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
10Item 6.
Selected Financial Data.
11Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
11Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
13Item 8.
Financial Statements and Supplementary Data.
F-1 -- F-17Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
14Item 9A.(T)
Controls and Procedures.
15Item 9B.
Other Information.
16Part IIIItem 10.
Directors, Executive Officers and Corporate Governance.
16Item 11.
Executive Compensation.
18Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
21Item 13.
Certain Relationships and Related Transactions, and Director Independence.
21Item 14.
Principal Accounting Fees and Services.
22Part IVItem 15.
Exhibits, Financial Statement Schedules.
23





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 prospectus 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 ended December 31, 2009 and “2008” refers to the year ended December 31, 2008.











PART I





ITEM 1.  DESCRIPTION OF BUSINESS.




Following the September 2007 transactions with Romfor West Africa and PBT Capital Partners, LLC, both of which are described later in this section under “Our History,” we do not have any business or operations and are considered a "shell" company under Federal securities laws.  We are actively seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for our securities.  Our purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages our company may offer.  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.





We may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes.  We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.  We anticipate that the selection of a business opportunity in which to participate will be complex and extremely risky.  Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation.  These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all stockholders and other factors.  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.





The analysis of new business opportunities will be undertaken by, or under the supervision of, Mr. David S. Rector, our Chief Executive Officer, who may not be considered a professional business analyst.  Mr. Rector will be the key person in the search, review and negotiation with potential acquisition or merger candidates.  We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of Mr. Rector and legal counsel or by our stockholders.  In analyzing prospective business opportunities, we will consider such matters as:





•
the available technical, financial and managerial resources;•
working capital and other financial requirements;•
history of operations, if any;•
prospects for the future;•
nature of present and expected competition;•
the quality and experience of management services which may be available and the depth of that management;•
the potential for further research, development, or exploration;•
specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities;•
the potential for growth or expansion;•
the potential for profit;•
the perceived public recognition of acceptance of products, services, or trades; name identification; and•
other relevant factors.





We will not acquire or merge with any company for which audited financial statements cannot be obtained within the time period prescribed by applicable rules of the United States Securities and Exchange Commission which is presently four business days from the closing date of the transaction.  This requirement for readily available audited financial statement may require us to preclude a transaction with a potential candidate which might otherwise be beneficial to our stockholders.




4


We will not restrict our search for any specific kind of company, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which we may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which we may offer.  However, we do not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as we have successfully consummated such a merger or acquisition.  We anticipate that we will incur nominal expenses in the implementation of our business plan which will be funded from our current working capital.





In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.  We may also acquire stock or assets of an existing business.  On the consummation of a transaction, it is probable that our present management and stockholders will no longer be in control of our company.  In addition, our sole director may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders.





We anticipate that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.  If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition and we are no longer considered a "shell" company.  Until such time as this occurs, we will not attempt to register any additional securities.  The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance.





Employees





We do not have any employees.   Mr. Rector, our Chief Executive Officer, provides services to us under the terms of a compensation arrangement with a company that he controls.  Mr. Rector is involved in other business activities and devotes his time and attention to our business on a part-time basis as needed.





Our History





We were originally formed as a Nevada corporation on July 27, 2001, under the name Online Holdings, Inc.  Subsequently on September 1, 2006, pursuant to an Agreement and Plan of Merger dated July 24, 2006 by and among our company, Standard Drilling Acquisition Co., a Delaware corporation (“Standard Drilling Acquisition”), and Standard Drilling, Inc., a Delaware corporation (“Standard Drilling Delaware”), Standard Drilling Acquisition was merged with and into Standard Drilling Delaware, and Standard Drilling Delaware became our wholly-owned subsidiary. As a result of the merger, our company, which previously had no material operations, acquired the business of Standard Drilling Delaware.  In conjunction with the merger, we changed our name to Standard Drilling, Inc.





Upon the consummation of the merger each outstanding share of common stock of Standard Drilling Delaware was converted into one share of our common stock.  All outstanding options and warrants to purchase common stock of Standard Drilling Delaware were assumed by us and converted into options and warrants to purchase an equal number of shares of our common stock on the same terms and conditions.  The merger resulted in a change of control of our company, with the former security holders of Standard Drilling Delaware owning approximately 91.4% of the our outstanding common stock, or approximately 94% assuming the exercise of all outstanding options and warrants, following the closing of the merger.








In the merger, we exchanged 41,223,000 shares of our common stock for 41,223,000 shares of common stock of Standard Drilling Delaware and reserved for issuance:





•
10,800,300 shares of common stock pursuant to outstanding warrants to purchase common stock of Standard Drilling Delaware that were assumed by us, and•
8,520,000 shares of common stock pursuant to outstanding options to purchase common stock of Standard Drilling Delaware pursuant to the Standard Drilling, Inc. 2006 Stock Incentive Plan that were assumed by us.







5


In connection with the merger, Standard Drilling Delaware paid us $60,000 as a deposit pursuant to the Merger Agreement. A condition to the merger was an agreement by our then principal stockholder to cancel, immediately prior to the merger, 20,000,000 outstanding shares of our common stock that had been issued to the principal stockholder.  In consideration of such cancellation, we paid the principal stockholder $60,000, and Standard Drilling Delaware recognized recapitalization expense of $60,000. Our then principal stockholder also assumed our net liabilities.





Following this transaction, we were organized to provide contract land drilling services to independent and major oil and gas exploration and production companies.  We constructed, owned and operated land drilling rigs.





On June 5, 2007, we entered into a purchase and sale agreement with Romfor West Africa, a subsidiary of Romfor Supply Company, Inc. ("Romfor") to sell our sole, completed 1,500 horsepower land-drilling rig ("Rig 1") for a gross purchase price of $7,800,000.  At the time of the signing of the purchase and sale agreement, Romfor was our largest individual creditor and Rig 1 represented substantially all of our assets. The purchase and sale agreement for Rig 1 closed on September 24, 2007.





On September 24, 2007, we also entered into an Asset Purchase Agreement with PBT Capital Partners, LLC (“PBT”), a private company whose sole shareholder is Prentis B. Tomlinson, Jr., who was our Chairman and Chief Executive Officer at the time we entered into the agreement.  Under the terms of the Asset Purchase Agreement, PBT assumed substantially all of our assets and associated and contingent liabilities in return for leaving not less than $839,068 in cash in our company and providing us a note payable in the amount of $600,000 which was due on or before December 31, 2007 and guaranteed by Mr. Tomlinson.  In connection with the Asset Purchase Agreement, $833,389 of the amount owed by us under an interim credit agreement was forgiven and we transferred all of the shares of our former wholly-owned subsidiary, Standard E& P, Inc., to PBT.  Additionally, in connection with the Asset Purchase Agreement, PBT assumed our obligations under our office space lease, our employment agreements with our various officers and directors and certain severance agreements we entered into with our former officers and directors.





We retained all of the liabilities relating to certain obligations, including:





•           the Advisory Consulting Agreement between us and International Capital Advisory, Inc.   Under the terms of this 36 month agreement entered into in June 2006, International Capital Advisory, Inc. was retained to provide certain business advisory services for a monthly fee of $10,000 plus reimbursement of reasonable expenses;





•           the Support Services Agreement between us and Petroleum Financial Inc. which represented a liability of $35,000.  In January 2008 this agreement was mutually terminated upon our payment to Petroleum Financial Inc. of $23,500, and





•            the obligation to continue to provide healthcare benefits to David Wilson, our former Manager of Operations under the terms of his severance agreement until February 2009.  To satisfy this obligation we retained coverage for Mr. Wilson as part of the insurance coverage provided to us under a commercial policy.





In connection with the Asset Purchase Agreement with PBT, in September 2007 and October 2007, we entered into mutual releases with various of our former officers, directors and parties who we had previously entered into agreements with, including:





•           Romfor West Africa, Ltd.


•           Prentis B. Tomlinson, Jr., our former Chairman and Chief Executive Officer,


•           O. Oliver Pennington, III, our former Vice President and Chief Financial Officer,


•           E.L. Moses, Jr., our former President, Chief Operating Officer and director,


•           W. Richard Andersen, our former director,


•           Peter F. Frey, Treasurer, and


•           Daniel A. Drum, our former Vice President of Finance.






6


Pursuant to these mutual releases these individuals and entities agreed to release us from any and all known and unknown claims, we agreed to release such parties from any and all known or known claims, and such individuals and entities agreed to cancel an aggregate of 11,000,000 shares of our common stock and options to purchase 5,650,000 shares of our common stock.





In connection with the Asset Purchase Agreement with PBT, Mr. Tomlinson resigned as our Chairman and Chief Executive Officer, and the Board appointed Mr. Edward L. Moses as Interim Chairman.  Subsequently on November 28, 2007, the Board appointed Mr. David S. Rector as our Chairman and principal executive officer.  Also on or around November 28, 2007, Messrs. W. Richard Anderson and Edward L. Moses resigned as directors, leaving Mr. Rector as our sole director.





In October 2008 we entered into a letter agreement with PBT and Mr. Tomlinson pursuant to which PBT was to place $233,425 in escrow on or before December 31, 2008.  These funds were to be applied to the payment of any failure to drill penalties which were accrued by us as of the date of the Asset Purchase Agreement in September 2007 under a lease which was included in the assets acquired by PBT if and to the extent any claim was made against us within 18 months from the date of the letter agreement.  In the event a valid claim was made against us, Mr. Tomlinson agreed to also immediately pay approximately $223,000 on our behalf.  The October 2008 letter agreement also contained representations and warranties from PBT that all failure to drill penalties resulting from another lease which was part of the assets acquired by PBT has been extinguished or released and that all liabilities under various employment agreements have also been extinguished or released together with an affirmative undertaking by PBT to provide us with written evidence of these releases.  Finally, the letter agreement contained an obligation of PBT to pay various property taxes totaling approximately $186,000 on our behalf related to assets acquired by it, as well as paying approximately $4,300 to a third party for other services rendered prior to the closing of the Asset Purchase Agreement and an affirmative undertaking by PBT to provide us with written evidence of these payments.  In consideration of these actions we agreed to cancel the $600,000 promissory note due us by PBT which was then in default.  PBT has not deposited the funds in escrow as required nor have they provided us with any of the releases or evidences of payment as required by the October 2008 letter agreement.  Accordingly, PBT is currently in default under the terms of this letter agreement.  During 2008, we wrote-off the $600,000 note payable to us by PBT as the collection of the amount was deemed unlikely.  The accounting treatment for the debt does not impact any legal rights we have against PBT and Mr. Tomlinson.  We are evaluating remedies we have against PBT and Mr. Tomlinson in the event there is not a satisfactory resolution to these matters.





In July 2009 the Company received notification of $202,873.70 in property taxes owed to the state of Texas, relating to the 2007 fiscal year, and a related judgment payable in the amount of $8,325.00 dated June 30, 2009.  Accordingly, the Company has recorded contingent liabilities for these amounts, due to the fact that the Company believes these liabilities fall under the definition of those liabilities to have been legally assumed by Mr. Prentis Tomlinson pursuant to his agreement with the Company.  The Company has recorded interest on these contingent liabilities at a rate of 6.0% per annum.





ITEM 1A.  RISK FACTORS.





Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected.





Our auditors have raised substantial doubts as to our ability to continue as a going concern.





Our consolidated financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring losses from operations, which losses have caused an accumulated deficit of approximately $18.5 million as of December 31, 2009. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Following the transactions with Romfor West Africa and PBT which are described earlier in this section, our operating expenses are minimal and will be funded from our existing working capital.  However, we anticipate that we will continue to incur losses in future periods until we are successful in completing a business combination with an operating entity.  If for some reason we are not able to consummate a business combination within a reasonable period of time, we may not have sufficient resources to continue meeting our reporting obligations with the Securities and Exchange Commission or other obligations which arise from our minimal operations.  If we were to fail to continue to meet our SEC reporting obligations the attractiveness of our vehicle to an operating company would be severely diminished and our ability to consummate a business combination would be in jeopardy.





7


We currently do not have an operating business, but also do not intend to pursue a course of complete liquidation and dissolution, and accordingly, the value of your shares may decrease.





We currently do not have any operating business.  We continue to incur operating expenses while we consider alternative operating plans. These plans may include business combinations with or investments in other operating companies, or entering into a completely new line of business. We have not yet identified any such opportunities, and thus, you will not be able to evaluate the impact of such a business strategy on the value of your stock. In addition, we cannot assure you that we will be able to identify any appropriate business opportunities. Even if we are able to identify business opportunities that our Board deems appropriate, we cannot assure you that such a strategy will provide you with a positive return on your investment, and it may in fact result in a substantial decrease in the value of your stock. These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.





Our sole officer and director does not devote all of his time and attention to our business.





Mr. Rector, who serves as our sole officer and director, devotes only approximately 40% of his time to the business and affairs of our company.  Because Mr. Rector is primarily responsible for the identification and consummation of an acquisition of an operating company for us, we are materially dependent upon his efforts on our part.  It is possible that because he does not spend his full time and efforts on our behalf that it may take longer to identify and close an acquisition of an operating company than if he was employed by us on a full-time basis.





We may not be able to identify or fully capitalize on any appropriate business opportunities.





We have not yet identified any appropriate business opportunities, and, due to a variety of factors outside of our control, we may not be able to identify or fully capitalize on any such opportunities. These factors include:





•
competition from other potential acquirors and partners of and investors in potential acquisitions, many of whom may have greater financial resources than we do;•
in specific cases, failure to agree on the terms of a potential acquisition, such as the amount or price of our acquired interest, or incompatibility between us and management of the company we wish to acquire; and•
the possibility that we may lack sufficient capital and/or expertise to develop promising opportunities.





Even if we are able to identify business opportunities that our Board deems appropriate, we cannot assure you that such a strategy will provide you with a positive return on your investment, and may in fact result in a substantial decrease in the value of your stock. In addition, if we enter into a combination with a business that has operating income, we cannot assure you that we will be able to utilize all or even a portion of our existing net operating loss carryover for federal or state tax purposes following such a business combination. If we are unable to make use of our existing net operating loss carryover, the tax advantages of such a combination may be limited, which could negatively impact the price of our stock and the value of your investment. These factors will substantially increase the uncertainty, and thus the risk, of investing in our shares.





Our common stock was removed from quotation on the OTC Bulletin Board because of our failure to timely file various reports with the Securities and Exchange Commission.





In December 2007 our common stock was determined to no longer be eligible for quotation on the OTC Bulletin Board as a result of our failure to comply with Financial Industry Regulatory Association (FINRA) Rule 6530.  Under FINRA Rule 6530, which is informally known as the "Three Strikes Rule", a FINRA member is prohibited from quoting securities of an OTC Bulletin Board issuer such as our company if the issuer either fails to timely file these reports or is otherwise delinquent in the filing requirements three times in the prior two year period or if the issuer's common stock has been removed from quotation on the OTC Bulletin Board twice in that two year period.  As a result, our common stock is now quoted on the Pink Sheets.  Pink Sheets offers a quotation service to companies that are unable to list their securities on an exchange or for companies, such as ours, whose securities are not eligible for quotation on the OTC Bulletin Board.  The requirements for quotation on the Pink Sheets are considerably lower and less regulated than those of the OTC Bulletin Board or an exchange.  Because our common stock is quoted on the Pink Sheets, it is possible that even fewer brokers or dealers would be interested in making a market in our common stock which further adversely impacts its liquidity.




8





You may find it extremely difficult or impossible to resell our shares. Even if an active public market is established, we cannot guarantee you that there will ever be any liquidity in our common stock.





While our common stock is quoted on the Pink Sheets, there is not an active market for our common stock and there can be no assurance that an active public market for our common stock will ever be established.  Purchasers of our shares of common stock will face significant obstacles if they wish to resell the shares. Absent an active public market for our common stock, an investment in our shares should be considered illiquid.  Even if an active public market is established, it is unlikely a liquid market will develop. Because of our relatively small size and limited revenues, the investment community may show little or no interest in our securities and investors may not be readily able to liquidate their investment, if at all. Investors seeking liquidity in a security should not purchase our shares of common stock.





The tradability of our common stock is limited under the penny stock regulations which may cause the holders of our common stock difficulty should they wish to sell the shares.





Because the quoted price of our common stock is less than $5.00 per share, our common stock is considered a "penny stock," and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934 ("Exchange Act").  Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. The broker/dealer must make an individualized written suitability determination for the purchaser and receive the purchaser's written consent prior to the transaction.





SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of securities in the secondary market because few broker or dealers are likely to undertake these compliance activities and this limited liquidity will make it more difficult for an investor to sell his shares of our common stock in the secondary market should the investor wish to liquidate the investment.  In addition to the applicability of the penny stock rules, other risks associated with trading in penny stocks could also be price fluctuations and the lack of a liquid market.





ITEM 1B.  UNRESOLVED STAFF COMMENTS.





Not applicable to a smaller reporting company.





ITEM 2.  DESCRIPTION OF PROPERTY.





Our principal executive office currently occupies approximately 240 square feet of office space, at 1640 Terrace Way, Walnut Creek, California 94597, which we are provided at the home of Mr. David S. Rector, our sole officer and director, free of charge as well as all related office equipment and communication lines.  Mr. Rector does not have any current plans to cease providing such office space free of charge, nor do we have any current plans to seek an alternative office space arrangement.





ITEM 3.  LEGAL PROCEEDINGS.





We are not a party to any pending or threatened litigation.





ITEM 4.  (REMOVED AND RESERVED).





None.










9





PART II





ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.





Market Price of and Dividends on Common Equity and Related Stockholder Matters





Since December 2007 our common stock has been quoted in the over-the-counter market on the Pink Sheets under the symbol STDR and trading in our common stock is extremely limited.  Previously, our common stock had been quoted in the over-the-counter market on the OTC Bulletin Board; however, as described elsewhere herein, in December 2007 our common stock was determined to no longer be eligible for quotation on the OTC Bulletin Board as a result of our failure to comply with FINRA Rule 6530.  The reported high and low bid prices for the common stock as reported on the OTC Bulletin Board and subsequently on the Pink Sheets are shown below for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.





High
Low2008First quarter ended March 31, 2008
$0.18
$0.125Second quarter ended June 30, 2008
$0.13
$0.125Third quarter ended September 30, 2008
$0.19
$0.13Fourth quarter ended December 31, 2008
$0.13
$0.00082009First quarter ended March 31, 2009
$0.0008
$0.0008Second quarter ended June 30, 2009
$0.008
$0.0008Third quarter ended September 30, 2009
$0.0008
$0.0008Fourth quarter ended December 31, 2009
$0.0008
$0.0008





The closing price of our common stock as reported on the Pink Sheets was $0.0011 per share on March 31, 2010.  No shares of our common stock have traded since that date.  As of April 29, 2010, there were approximately 208 record owners of our common stock.





Dividend Policy





Under Nevada law, a company is prohibited from paying dividends if the company, as a result of paying such dividends, would not be able to pay its debts as they become due, or if the company’s total liabilities and preferences to preferred stockholders exceed total assets.  We have never paid cash dividends on our common stock and we do not anticipate that any cash dividends will be paid in the foreseeable future.  Any payment of cash dividends on our common stock in the future will be dependent on the our financial condition, results of operations, current and anticipated cash requirements, plans for expansion, as well as other factors the Board of Directors deems relevant.





Recent Sales of Unregistered Securities





None.





10


Registration Rights




In June 2006 Standard Drilling Delaware closed a private offering of securities in which it sold 9,111,500 units of securities, with each unit consisting of two shares of common stock and one two year common stock purchase warrant with an exercise price of $1.75 per share.  In June 2008 the exercise price of the warrants was reduced to $0.125 per share and the exercise period was extended until June 9, 2010.  In connection with this offering, Standard Drilling Delaware granted the purchasers registration rights covering the shares of common stock underlying the units.  Standard Drilling Delaware agreed to file a registration statement with the Securities and Exchange Commission within 180 days from the closing of a merger with a public company.   As described elsewhere herein, the securities issued by Standard Drilling Delaware in this offering were exchanged for like securities in our company under the terms of the Merger Agreement which closed in September 2006 and under the terms of the Merger Agreement we agreed to be bound by the registration rights.  Accordingly, we were obligated to file the registration statement covering the resale of the shares underlying the units by February 2007, which such registration statement has not been filed.  Under the terms of the private offering, the purchasers are entitled to receive 0.10 of an additional unit for each unit purchased in the offering because the registration statement was not filed on a timely basis, resulting in the issuance of an additional 182,300 shares of our common stock and warrants to purchase an additional 91,150 shares.  We have not issued these additional securities as of the date of this report.







ITEM 6.  SELECTED FINANCIAL DATA.





Not applicable to a smaller reporting company.





ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.





The following discussion of our financial condition and results of operation for 2008 and 2007 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 in this Form 10-K.  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.





Plan of Operations





Our current business objective for the next 12 months is to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. 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.





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 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 the filing of quarterly, annual and other reports with the Securities and Exchange Commission and costs relating to consummating an acquisition.  We believe we will be able to meet these costs with our current cash on hand and funds we may borrow, and additional amounts, as necessary, to be loaned to or invested in us by our stockholders or other investors.





We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.





11


Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.





Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing, and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a target business in order to achieve a tax free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.





We anticipate that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations 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.





Restatement of 2008 Financial Statements





As disclosed in our Current Report on Form 8-K as filed on October 12, 2009, our management concluded that our financial statements for the years ended December 31, 2008 and 2007 could no longer be relied upon as a result of errors  related to our failure to record contingent liabilities of approximately $212,0000 and $199,000 at December 31, 2008 and 2007, respectively, related to potential tax liabilities associated with assets sold to PBT Capital Partners, LLC for which releases were not obtained in accordance with PBT Capital Partners, LLC’s obligations under the terms of the transaction.  Our balance sheet at December 31, 2008 and statement of operations, statements of stockholders’ equity and statement of cash flow for the year ended December 31, 2008 appearing elsewhere in this report have been restated to correct the accounting errors.  Please see Note 8 of the Notes to Financial Statements appearing elsewhere herein more information on the impact of this restatement on our financial statements.





Results of Operations





2009 compared to 2008





Net sales





For 2009 and 2008 we had no revenues from continuing operations. As of December 31, 2009, we have had only minimal operations, which mainly consisted of searching out potential merger or acquisition targets.





General and Administrative Expenses





For 2009, general and administrative expenses from continuing operations were $263,538. During 2008 we had $311,095 in general and administrative expenses. During 2008, we recorded a bad debt of $600,000 as a result of the write-off of the note payable issued to us by PBT in 2007 and $1,244,230 of non-cash expense for the value of options granted. We recorded a non-cash expense of $112,442 related to options granted to Mr. David Rector, our sole officer and director, during 2008 and a non-cash expense of $1,131,789 related to the reduction in the exercise price on 10,800,300 of previously granted warrants.  In 2008 we made an allowance for bad debts for the note receivable as the collection thereof was deemed unlikely, however we continue to actively pursue collection of the note. The balance of our general and administrative expenses for 2008 were legal, accounting and consulting fees incurred to keep our filing status current and to search for new business opportunities. In 2009 the significant majority of our general and administrative expenses were legal, accounting and professional fees incurred to keep our filing status current and to search for new business opportunities.





12


Net Loss





For 2009, we had a net loss of $272,855.  The net loss is primarily attributable to the operating expenses of $263,538 and interest expense in the amount of $12,672. During 2008, we had a total net loss of $2,166,615, which included $2,155,325 of operating expenses, coupled with $12,172 in interest expense.


Liquidity and Capital Resources





As of December 31, 2009, we had cash and cash equivalents of $267,760.  We expect to have monthly overhead costs of approximately $25,000 per month for the next 12 months, which includes approximately $10,000 associated with professional fees including legal, accounting and EDGAR filing costs incurred in connection with our compliance with our reporting obligations under Federal securities laws, $10,000 in general overhead costs including consulting fees paid for Mr. Rector’s services to us and directors and officers insurance, and $5,000 in costs related to our efforts to find a new business to acquire or merge with.  In addition, as described earlier in this report, PBT is in default under the terms of the October 2008 agreement with total potential claims of approximately $424,000 as of December 31, 2009.  No requests for payment or other claims have been made against us for these amounts and, while it is possible that future claims may be made against us, in that event we would seek to immediately enforce the terms of the agreement with PBT which relieved us from those liabilities.  We do not believe that there is a more than remote likelihood that a third party claim for any of these amounts would be reasonably likely to result in our liquidity increasing or decreasing in any material way.





In addition, On September 15, 2009 we received via certified mail a copy of a Final Judgment entered against Standard Drilling, Inc. on June 30, 2009 in the District Court in Johnson County, Texas in the matter of Johnson County vs. Standard Drilling, Inc., cause number T200800519.  The court awarded the taxing unit plaintiffs therein, Johnson County, Texas, Joshua Independent School District, Hill County Junior College and City of Cleburne, Texas, a judgment against our company in the aggregate amount of $202,873.70 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 $8,325.00, plus additional attorneys’ fees in the conditional event of appeal.  Our balance sheet at December 31, 2009 reflects contingent liabilities of approximately $236,000 related to this judgment.





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).  To date, the net proceeds from the sales of securities have been used to fund the construction of our drilling rigs and our general and administrative costs including costs for the registration of our securities in 2002.  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 December 31, 2009, our remaining cash balance will likely not be sufficient to cover our current liabilities, obligations and contractual commitments for the remainder of 2010.   The actual amount and timing of our capital expenditures may differ materially from our estimates.   We will likely need to raise additional capital through the sale of equity and/or debt securities to meet our general cash flow requirements or 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 Flow from Operating Activities
  For 2009, net cash used by operating activities was $217,440, primarily attributed to a net loss of $272,855 offset by an increase in contingent liabilities in the amount of $20,997, and an increase in accounts payable of $34,418.
 Cash Flow from Investing Activities
 
 For 2009, net cash provided by investing activities was $-0-.
 
 Cash Flow from Financing Activities
 
 For 2009, net cash provided by financing activities was $-0-.
 
 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
 Not applicable for a smaller reporting company.





13





ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





Please see our Financial Statements beginning on page F-1 of this annual report.








STANDARD DRILLING, INC.
 
 
 FINANCIAL STATEMENTS
 
 
 December 31, 2009 and 2008














































F-1




C O N T E N T S




Report of Independent Registered Public Accounting Firm
F-3Balance Sheets
F-4Statements of Operations
F-5Statements of Stockholders’ Equity (Deficit)
F-6Statements of Cash Flows
F-7Notes to the Financial Statements
F-9






















F-2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
  To the Board of Directors
 Standard Drilling, Inc.
  Walnut Creek, California
   We have audited the accompanying balance sheets of Standard Drilling, Inc. (a development stage company) as of December 31, 2009 and 2008, and the related statements of operations, changes in stockholders' equity (deficit) and of cash flows for the years then ended. These financial statements are the responsibility of the management of Standard Drilling, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Drilling, Inc. as of December 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, Standard Drilling suffered recurring losses from operations and has a working capital deficiency at December 31, 2009. These factors and others raise substantial doubt about Standard Drilling's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2 to the financial statements. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or to the amounts and classification of liabilities that might be necessary in the event Standard Drilling cannot continue in existence.
  As discussed in Note 8 to the financial statements, the 2008 financial statements have been restated to correct misstatements in the financial statements.
 
 
  /s/ M&K CPAs, PLLC
 www.mkacpas.com
 Houston, Texas
 April 30, 2010






F-3




STANDARD DRILLING, INC.(A Development Stage Company)Balance SheetsASSETSDecember 31,2009


2008(Restated)CURRENT ASSETSCash

$
267,760


$
485,200Total Current Assets


267,760



485,200TOTAL ASSETS

$
267,760


$
485,200LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable

$
39,418


$
5,000Contingent Liabilites


236,043



215,046Total Current Liabilities


275,461



220,046TOTAL LIABILITIES


275,461



220,046STOCKHOLDERS' EQUITY (DEFICIT)Preferred stock, 10,000,000 shares authorizedat par value of $0.001, noneshares issued and outstanding


-



-Common stock, 100,000,000 shares authorizedat par value of $0.001, 33,458,880 sharesissued and outstanding


33,459



33,459Additional paid-in capital


18,473,461



18,473,461Deficit accumulated during the development stage


(18,514,621
)


(18,241,766
)Total Stockholders' Equity (Deficit)


(7,701
)


265,154TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$
267,760


$
485,200
  The accompanying notes are an integral part of these financial statements.




F-4




STANDARD DRILLING(A Development Stage Company)Statements of Operations  From Inceptionon February 14,For the Years Ended


2006 ThroughDecember 31,


December 31,2009


2008


2009(Restated)REVENUES

$
-


$
-


$
-COST OF SALES


-



-



-GROSS MARGIN


-



-



-OPERATING EXPENSESGeneral and administrative


263,538



423,536



969,825Bad debt expense


-



600,000



600,000Total Operating Expenses


263,538



1,023,536



1,569,825INCOME (LOSS) FROM OPERATIONS


(263,538
)


(1,023,536
)


(1,569,825
)OTHER INCOME (EXPENSES)Interest income


3,355



882



4,237Interest expense


(12,672
)


(12,172
)


(24,844
)Total Other Income (Expenses)


(9,317
)


(11,290
)


(20,607
)LOSS BEFORE DISCONTINUED OPERATIONS


(272,855
)


(1,034,826
)


(1,590,432
)DISCONTINUED OPERATIONS


-



-



(15,792,400
)LOSS BEFORE INCOME TAXES


(272,855
)


(1,034,826
)


(17,382,832
)PROVISION FOR INCOME TAXES


-



-



-NET LOSS

$
(272,855
)

$
(1,034,826
)

$
(17,382,832
)DEEMED DIVIDEND


-



(1,131,789
)


(1,131,789
)NET LOSS ATTIBUTABLE TOCOMMON SHAREHOLDERS

$
(272,855
)

$
(2,166,615
)

$
(18,514,621
)BASIC LOSS PER SHARE

$
(0.01
)

$
(0.03
)WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING


33,458,880



33,747,814
  The accompanying notes are an integral part of these financial statements




F-5


STANDARD DRILLING, INC.(A Development Stage Company)Statements of Stockholders' Equity (Deficit)
 DeficitAccumulatedAdditional


Stock


Prepaid


During theCommon Stock


Paid-in


Subscriptions


Stock


DevelopmentShares


Amount


Capital


Receivable


Awards


Stage


TotalBalance at inception onFebruary 14, 2006


-


$
-


$
-


$
-


$
-


$
-


$
-Contributed capital for services


23,000,000



23,000



-



-



-



-



23,000Common stock issued forcash, prepaid services andsubscriptions receivable


22,073,000



22,073



18,026,709



(370,000
)


(722,755
)


-



16,956,027Net loss for the period endedDecember 31, 2006


-



-



-



-



-



(3,624,041
)


(3,624,041
)Balance, December 31, 2006


45,073,000



45,073



18,026,709



(370,000
)


(722,755
)


(3,624,041
)


13,354,986Cash received on subscriptionsreceivable


-



-



-



317,600



-



-



317,600Amortization of prepaid servicesto paid-in capital


-



-



(742,472
)


-



722,755



-



(19,717
)Write-off of stock subscriptionsreceivable


-



-



-



52,400



-



-



52,400Common shares cancelled


(10,866,000
)


(10,866
)


(55,754
)


-



-



-



(66,620
)Net loss for the year endedDecember 31, 2007


-



-



-



-



-



(12,451,110
)


(12,451,110
)Balance December 31, 2007


34,207,000



34,207



17,228,483



-



-



(16,075,151
)


1,187,539Common shares cancelled


(748,120
)


(748
)


748



-



-



-



748Fair value of options grantedand revalued


-



-



112,441



-



-



-



112,441Deemed dividend


-



-



1,131,789



-



-



(1,131,789
)


-Net loss for the year endedDecember 31, 2008


-



-



-



-



-



(1,034,826
)


(1,034,826
)Balance, December 31, 2008


33,458,880



33,459



18,473,461



-



-



(18,241,766
)


265,154Net loss for the year endedDecember 31, 2009


-



-



-



-



-



(272,855
)


(272,855
)Balance, December 31, 2009


33,458,880


$
33,459


$
18,473,461


$
-


$
-


$
(18,514,621
)

$
(7,701
)
  The accompanying notes are an integral part of these financial statements.




F-6


STANDARD DRILLING(A Development Stage Company)Statements of Cash FlowsFrom Inceptionon February 14,For the Years Ended


2006 ThroughDecember 31,


December 31,2009


2008


2009(Restated)OPERATING ACTIVITIESNet loss

$
(272,855
)

$
(1,034,826
)

$
(17,382,832
)Adjustments to reconcile net loss tonet cash used by operating activities:Depreciation, depletion and amortization


-



-



476,710Common stock issued for services


-



-



575,242Loss on equity investment


-



-



59,146Gain on disposal of equity instruments


-



-



(39,497
)Fair value of options granted


-



112,441



112,441Write off of notes receivable


-



600,000



600,000Loss on disposal of assets


-



-



(476,709
)Changes to operating assets and liabilities:Increase in accounts receivable


-



-



(197,463
)Increase in prepaid expenses


-



-



(219,165
)Decrease in deposits


-



-



5,285Increase in accounts payable


34,418



(27,343
)


1,342,446Increase in contingent liabilities


20,997



12,172



236,043(Decrease) in accrued expenses


-



-



(728,051
)Net Cash Used in Operating Activities


(217,440
)


(337,556
)


(15,636,404
)INVESTING ACTIVITIESPurchase of oil and gas properties


-



-



(2,427,507
)Purchase of fixed assets


-



-



1,074,406Payment of deposits on fixed assets


-



-



671,138Change in notes receivable


-



-



(600,000
)Cash paid on equity investment


-



-



(87,500
)Net Cash Used in Investing Activities


-



-



(1,369,463
)FINANCING ACTIVITIESCash received on subscriptions receivable


-



-



317,600Sale of common stock for cash


-



-



16,956,027Net Cash Provided by Financing Activities


-



-



17,273,627NET INCREASE (DECREASE) IN CASH


(217,440
)


(310,236
)


267,760CASH AT BEGINNING OF PERIOD


485,200



822,756



-CASH AT END OF PERIOD

$
267,760


$
485,200


$
267,760SUPPLEMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest

$
-


$
-


$
-Income Taxes

$
-


$
-


$
-
  The accompanying notes are an integral part of these financial statements.






F-7


STANDARD DRILLING(A Development Stage Company)Statements of Cash FlowsFrom Inceptionon February 14,For the Years Ended

2006 ThroughDecember 31,

December 31,2009

2008

2009(Restated)SUPPLEMENTAL DISCLOSURES OFCASH FLOW INFORMATIONCASH PAID FOR:Interest

$
-


$
-


$
-Income Taxes

$
-


$
-


$
-SCHEDULE OF NON-CASH FINANCINGACTIVITIESDeemed dividend

$
-


$
1,131,789


$
1,131,789




The accompanying notes are an integral part of these financial statements.






F-8


NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
 
 Standard Drilling, a Nevada Corporation, was organized to provide contract land drilling services to independent and major oil and gas exploration and production companies. As of September 30, 2007, the Company ceased all ongoing operations and is evaluating financing alternatives and strategic options.
 
 On September 24, 2007, Standard Drilling, Inc. (“the Company") entered into an Asset Purchase Agreement with PBT Capital Partners, LLC. Under the terms of the Asset Purchase Agreement, PBT Capital Partners, LLC assumed substantially all of the Company's assets and associated and contingent liabilities in order to improve the financial position of the Company. As of the effective date of the Asset Purchase Agreement, the Company's existing and contingent liabilities exceeded the value of its assets.
 
 The Asset Purchase Agreement was part of a plan of restructuring which the Company anticipates will allow it to raise additional capital and pursue new business opportunities. The Company's Board of Directors will continue to evaluate the Company's strategic options.
 
 NOTE 2 – GOING CONCERN
 
 The Company has incurred operating losses since inception and expects to continue to incur losses. As of December 31, 2009, the Company has not established an ongoing source of revenues and has generated operating losses since inception and expects to continue to incur losses. This factor raises substantial doubt about the Company's ability to continue as a going concern. The Company's ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to attain additional financing and/or merge with an existing operating company. The Company’s plan is complete a merger or acquisition of an existing operating company. There is no assurance that the Company will be able to implement its business plan or obtain adequate financing to fund future operations.
 
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Share-Based Payments- The Company has adopted the fair value-based method of accounting for stock-based employee compensation in accordance with FASB Pronouncements.  Option expense of $112,442 and $1,244,230 was recognized for the years ended December 31, 2009 and 2008, respectively.  The expense was calculated using the BlackScholes valuation model, assuming a volatility factor from 185% to 293% and discount rates from 2.4% to 2.9%.
 
 Fair Value of Financial Instruments – Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of December 31, 2009. The Company’s financial instruments consist of cash.  The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.
 
 Cash and Cash Equivalents- For purposes of financial statement presentation, the Company considers all highly liquid investments with a maturity of three months or less, from the date of purchase, to be cash equivalents.
 
 F-9
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Concentration of Credit Risk – Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash and trade receivables.  Concentrations of credit risk with respect to trade receivables are limited due to the clients that comprise our customer base and their dispersion across different business and geographic areas.  We estimate and maintain an allowance for potentially uncollectible accounts and such estimates have historically been within management's expectations.  Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States.  The Company occasionally maintains amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000.  The risk is managed by maintaining all deposits in high quality financial institutions. The Company had no deposits in excess of federally insured limits at December 31, 2009 and 2008.
 
 Basic Loss Per Share - The computation of basic and diluted loss per common share is based on the weighted average number of shares outstanding during each period.
  December 31,2009


2008NET LOSS

$
(272,855
)

$
(2,166,615
)BASIC LOSS PER COMMON SHARE

$
(0.01
)

$
(0.06
)BASIC WEIGHTED AVERAGENUMBER OF SHARES OUTSTANDING


33,458,880



33,747,814
 
 The computation of basic loss per common share is based on the weighted average number of shares outstanding during the year.  Common stock equivalents are excluded from the computation of fully diluted loss per share because they would have been anti-dilutive. The Company has 11,800,300 common stock equivalents outstanding as of December 31, 2009 and 2008.
 Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.
 
 Revenue Recognition- The Company applies FASB provisions for the recognition, presentation and disclosure of revenue in financial statements filed with the SEC.In general, the Company recognizes revenue related to goods and services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.
 F-10
 
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Income Taxes- The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
 
  Net deferred tax assets consist of the following components as of December 31, 2009 and 2008:
  2009


2008Deferred tax assets:NOL Carryover

$
6,615,129


$
6,508,717Deferred tax liabilities:


-



-Valuation allowance


(6,615,129
)


(6,508,717
)Net deferred tax asset

$
-


$
-
 
 The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended December 31, 2009 and 2008 due to the following:
  2009


2008Book Loss from Operations

$
(106,412
)

$
(844,980
)Valuation allowance


106,412



844,980$
-


$
-
 
  At December 31, 2009, the Company had net operating loss carry forwards of approximately $16,901,350 that may be offset against future taxable income from the year 2010 through 2030.  No tax benefit has been reported in the December 31, 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.
 F-11
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
 
 Recent 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, the Company 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.
 
 In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810):  Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260.  Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 F-12
 NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.  This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. The Company does not expect the provisions of ASU 2009-16 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. The Company does not expect the provisions of ASU 2009-15 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 
 NOTE 4 –  STOCKHOLDERS’ EQUITY
 
 Preferred Stock
 
 Standard Drilling is authorized to issue up to 10,000,000 of $.001 par value preferred stock, the rights and preferences of which are to be determined by the Board of Directors at or prior to the time of issuance. As of December 31, 2009 and 2008, none of the preferred stock is outstanding.
 
 Common Stock
 
 Standard Drilling is authorized to issue 100,000,000 shares of common stock, par value of $.001 per share. The founding shareholders were issued 23,000,000 shares of common stock for services rendered. On June 9, 2006, Standard Drilling completed a private offering of 9,111,500 units at a price of $2.00 per unit realizing net proceeds after offering costs of $15,868,290. Each unit consisted of two shares of common stock and a warrant to purchase one share of common stock at an exercise price of $1.75 per share for every two shares of common stock the investor purchases in the offering. There were 9,111,500 warrants granted in the offering and the warrants expire two years from purchase. These warrants are valued at $954,815. Standard Drilling recognized fees and expenses related to the offering of $1,734,710. Standard Drilling also granted 1,688,800 warrants at an exercise price of $1.00 per share with the same terms and conditions as those issued in the private offering to the placement agent. These warrants were valued at $176,973.
 
 
 F-13
 NOTE 4 –  SHAREHOLDERS’ EQUITY (Continued)
 
 Reverse Merger
 
 In the Merger, Online Holdings exchanged 41,223,000 shares of its common stock for 41,223,000 shares of common stock of Standard Drilling Delaware and reserved for issuance (1) 10,800,300 shares of common stock pursuant to outstanding warrants to purchase common stock of Standard Drilling Delaware that were assumed by Online Holdings, and (2) 8,545,000 shares of common stock pursuant to outstanding options to purchase common stock of Standard Drilling Delaware pursuant to the Standard
 
 Drilling, Inc. 2006 Stock Incentive Plan that were assumed by Online Holdings. Standard Drilling Delaware paid Online Holdings $60,000 as a deposit pursuant to the Merger Agreement. A condition to the Merger was an agreement by the then principal stockholder of Online Holdings to cancel, immediately prior to the Merger, 20,000,000 outstanding shares of common stock of Online Holdings that had been issued to the principal shareholder. In consideration of such cancellation, Online Holdings paid the principal shareholder $60,000, and Standard Drilling recognized recapitalization expense of $60,000. The then principal shareholder of Online Holdings also assumed the net liabilities of Online Holdings. As a result of the Merger, Online Holdings changed its name to Standard Drilling, Inc. During the years ended December 31, 2008 and 2007, 748,120 and 10,866,000 and 748,120 shares were returned to the Company and cancelled.  As of December 31, 2008 and 2009, Standard Drilling had 33,458,880 shares of common stock issued and outstanding and an additional 19,345,300 shares of common stock reserved for issuance.
 
 NOTE 5 –  OPTIONS AND WARRANTS
  On June 6, 2008, the Company’s Board of Directors approved the reduction of the purchase price of all warrants issued by the Company to date, totaling warrants to purchase an aggregate of 10,800,300 common shares of the Company from $1.75 per share in connection with 9,111,500 warrants and from $1.00 per share in connection with 1,688,800 warrants to $0.125 per share, while extending the exercise period from June 9, 2008 until June 9, 2010.  The Company also revised the acceleration term for the acceleration of the termination of the term of the warrants which will lapse in the event the common stock of the Company trades at $0.25 per share for a trading period of 20 days following notice to the warrant holders. Also on or about June 19, 2008, the Board of Directors of the Company approved the issuance of options to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $0.125 per share for (5) five years to the Company’s President and Chief Executive Officer, David S. Rector.  The Company issued the options as consideration for services rendered to the Company by Mr. Rector.  These options were valued at $112,442.
  
 F-14
 NOTE 5 –  OPTIONS AND WARRANTS (Continued)
 During 2009 and 2008, the Company recorded a compensation expense of $112,442 and $1,244,230, respectively, related to share-based payment awards as a result of adopting SFAS 123R. The Company recognizes compensation expense for share-based payment awards on the straight-line basis over the requisite service period of the entire award, unless the awards are subject to market conditions, in which case the Company recognizes compensation expense over the requisite service period of each separate vesting installment. Compensation expense related to share-based payment awards is recorded in general and administrative expense. The fair value of each option or warrant award is estimated on the date of the grant using the Black-Scholes -pricing model that uses the assumptions noted in the following table. The expected term of the options or warrants granted represents the period of time that options or warrants granted are expected to be outstanding. Expected volatilities are based on historical volatility of the stock of similar companies and other factors. The risk-free interest rate for the period matching the expected term of the option or warrant is based on the U.S. Treasury yield curve in effect at the time of the grant. The following table sets forth information about the weighted-average fair value of options granted during the years ended December 31, 2009 and 2008 and the weighted-average assumptions used for such grants:
  2009


2008Dividend yields


-



0.0
%Expected volatility


-



185.32
%Risk-free interest rate


-



2.92
%Expected option terms


-


2.5 years
 
 Common Stock Options
  Changes in stock options and warrants issued for the years ended December 31, 2009 and 2008 are as follows:
  WeightedNumber


AverageOf


ExerciseOptions


PriceOutstanding, December 31, 2007


10,800,300


$
1.37Granted


1,000,000



0.13Exercised


-



-Cancelled


-



-Outstanding, December 31, 2008


11,800,300


$
0.13Exercisable, December 31, 2008


11,800,300


$
0.13Granted


-



-Exercised


-



-Cancelled


-



-Outstanding, December 31, 2009


11,800,300


$
0.13Exercisable, December 31, 2009


11,800,300


$
0.13
 
 F-15
 NOTE 5 –  OPTIONS AND WARRANTS (Continued)
  The following table summarizes information about stock options and warrants outstanding at December 31, 2009:
  Options/Warrants Outstanding


Options/Warrants ExercisableWeighted


Weighted Average





WeightedRange of


Number


Average


Remaining Life





AveragePrices


Outstanding


Exercise Price


(in years)


Options


Exercise Price$
0.013



10,800,300


$
0.13



0.50



10,800,300


$
0.130.013



1,000,000



0.13



1.50



1,000,000



0.1311,800,300


$
0.13







11,800,300


$
0.13
   The Company revised the exercise price of several outstanding warrants during the year ended December 31, 2008.  The revisions to the exercise prices were accounted for in accordance with ASC 718.  Pursuant to the provisions of ASC 718, the Company revalued the warrants by comparing the terms of the original warrants with the terms of the revised warrants and recorded the difference in value between the two warrants as a deemed dividend in accordance with ASC Topic 470.  The Company used the Black-Scholes Options Pricing Model to calculate the amount of the dividend to be recorded.  Variables that were used in the calculation of the amount of the dividend were the price of the Company’s common stock on the measurement date, the exercise price of the warrants, the term of the warrants, the discount rate, and the computed volatility.
  F-16


NOTE 6 – CONTINGENCIES


In conjunction with the Asset Purchase Agreement with PBT Capital Partners certain liabilities and obligations of the Company were assumed by the PBT Capital Partners. The Company has not received formal releases from the liabilities assumed by PBT Capital Partners; however, no claims have been made against the Company for the liabilities and obligations. The Company would make a corresponding claim against PBT Capital Partners if any claims were made against the Company.
 
 In July 2009 the Company received notification of $202,874 in property taxes owed to the state of Texas, relating to the 2007 fiscal year, and a related judgment payable in the amount of $8,325 dated June 30, 2009.  Accordingly, the Company has recorded contingent liabilities for these amounts, due to the fact that the Company believes these liabilities fall under the definition of those liabilities to have been legally assumed by Mr. Prentis Tomlinson pursuant to his agreement with the Company.  The Company has recorded interest on these contingent liabilities at a rate of 6.0% per annum.
 
 NOTE 7 – CORRECTION OF AN ERROR
 
 Pursuant to Note 7, the Company determined that it failed to properly record contingent liabilities of approximately $212,000 and approximately $199,000 at December 31, 2008 and 2007, respectively, related to potential tax liabilities associated with assets sold to PBT Capital Partners, LLC for which releases were not obtained in accordance with PBT Capital Partners, LLC’s obligations under the terms of the transaction.  In addition, the Company failed to properly accrue accounts payable in the amount of $32,343 at December 31, 2007 and erroneously recognized the related expenses in 2008.  The attached financial statements have been restated so as to correctly record the contingent liabilities.  The table below illustrates the effects of this restatement.
 
 December 31, 2008

As Originally


AsBALANCE SHEET

Filed


RestatedCash

$
485,200


$
485,200Accounts payable


-



5,000Contingent liabilities


-



215,046Common stock


33,459



33,459Additional paid-in capital


17,872,951



18,473,461Accumulated deficit


(17,421,210
)


(18,241,766
)
 
 For the Year Ended December 31, 2008

As Originally


AsSTATEMENT OF OPERATIONS

Filed


RestatedGeneral and administrative

$
(1,339,792
)

$
(311,095
)Stock-based compensation


-



1,244,230Bad debt expense


-



600,000Interest income


882



882Interest expense


(12,172
)


(12,172
)Net loss

$
(1,351,082
)

$
(2,166,615
)
 
 
 NOTE 8 - SUBSEQUENT EVENTS
 
 The Company has evaluated subsequent events through the date these financial statements were issued. There are no subsequent events requiring disclosure other than the one noted above.




F-17







ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.





On August 18, 2009, we dismissed Moore & Associates, Chartered as our independent registered public accounting firm and engaged Seale and Beers, CPAs as our independent registered public accounting firm.  Moore & Associates, Chartered audited our financial statements for the periods ended December 31, 2008, 2007 and 2006.  The dismissal of Moore & Associates, Chartered was approved by our Board of Directors on August 18, 2009.  Moore & Associates, Chartered did not resign or decline to stand for re-election.





The Public Company Accounting Oversight Board (PCAOB) revoked the registration of Moore & Associates, Chartered on August 27, 2009 because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality control standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.





Neither the report of Moore & Associates, Chartered dated March 24, 2009 on our balance sheets as of December 31, 2008 and 2007 and the related statements of operations, stockholders’ equity and cash flows for the years ended December 31, 2008 and 2007 and for the period from February 14, 2006 (inception) to December 31, 2008 nor the report of Moore & Associates, Chartered dated April 11, 2008 on our balance sheets as of December 31, 2007 and 2006 and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2007 and 2006 and for the period from February 14, 2006 (inception) to December 31, 2007 contained an adverse opinion or a disclaimer of opinion, nor was either such report qualified or modified as to uncertainty, audit scope, or accounting principles, except that both such reports raised substantial doubts on our ability to continue as a going concern.





During our two most recent fiscal years and the subsequent interim period preceding our decision to dismiss Moore & Associates, Chartered we had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Moore & Associates, Chartered would have caused it to make reference to the subject matter of the disagreement in connection with its report.





During our two most recent fiscal years and the subsequent interim period prior to retaining Seale and Beers, CPAs (1) neither we nor anyone on our behalf consulted Seale and Beers, CPAs regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) Seale and Beers, CPAs did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.





14


On September 30, 2009, we dismissed Seale and Beers, CPAs as our independent registered public accounting firm.  Seale and Beers, CPAs, which had been engaged by us in August 2009 following our dismissal of Moore & Associates, Chartered as our independent registered public accounting firm, did not issue a report on any of our financial statements during the period in which it served as our independent registered public accounting firm.  The dismissal of Seale and Beers, CPAs was approved by our Board of Directors and Seale and Beers, CPAs did not resign or decline to stand for re-election.





During the period in which Seale and Beers, CPAs served as our independent registered public accounting firm we had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of Seale and Beers, CPAs would have caused it to make reference to the subject matter of the disagreement in connection with its report.





On September 16, 2009 we engaged M&K CPAS PLLC to serve as our independent registered public accounting firm.  During our two most recent fiscal years and the subsequent interim period prior to retaining M&K CPAS, PLLC (1) neither we nor anyone on our behalf consulted M&K CPAS, PLLC regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) M&K CPAS, PLLC did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.





ITEM 9A(T).  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 Exchange Act.  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 on his evaluation as of the end of the period covered by this Annual Report on Form 10-K, our Chief Executive Officer who also serves as our Chief Financial Officer has concluded 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.





Management's Report on Internal Control Over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.





Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2009.  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework.  Based on the assessment using those criteria, our management concluded our the internal control over financial reporting was not effective at December 31, 2009.  As set forth above, we are a small organization with only one employee. Under these circumstances it is impossible to segregate duties and our management has concluded that this lack of segregation of duties represents a material weakness in our internal control over financial reporting at December 31, 2009.  In addition, the Company has noted misstatements in previous SEC filings that have required amendments to previously filed materials.  This fact is also indicative of a material weakness in our internal control over financial reporting at December 31, 2009.  This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.


15


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








ITEM 9B.  Other Information.





None.





PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.





Executive officers and directors





Name
Age
PositionsDavid S. Rector
63
Chief Executive Officer, President, Chief Financial Officer, Secretary, Treasurer and director





Mr. Rector has served as our Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director since November 2007.  Mr. Rector previously served as a member of the Board of Directors, the Chief Executive Officer, President, principal accounting officer, Secretary, and Treasurer of Nevada Gold Holdings, Inc. (OTCBB: NGHI) from April 2004 until December 2008.  Mr. Rector previously served as President, Chief Executive Officer and Chief Operating Officer of Nanoscience Technologies, Inc. from June 2004 to December 2006.  Since June 1985, Mr. Rector has been the principal of the David Stephen Group, which provides enterprise consulting services to emerging and developing companies in a variety of industries.  From January 1995 until June 1995, Mr. Rector served as the General Manger of the Consumer Products Division of Bemis-Jason Corporation.  Mr. Rector was employed by Sunset Designs Inc., a manufacturer and marketer of consumer product craft kits from June 1980 until June 1985. From June 1983 until June 1985, Mr. Rector served as President and General Manager of Sunset, from August 1981 until May 1985, Mr. Rector served as an Administrative and International Director of Sunset, and from June 1980 until August 1981, Mr. Rector served as Group Product Manager for Sunset.  Mr. Rector received a Bachelor’s degree in Business Administration from Murray State University in 1969.  Mr. Rector also serves as a member of the Board of Directors of the following companies:





Name
Director SinceSenseco Technologies (AMEX: SNT)
April 2004Dallas Gold & Silver Exchange (AMEX: DSG)
May 2003US Uranium Inc. (OTCBB: USUI)
June 2007Federal Sports and Entertainment, Inc. (OTCBB: FEDS)
September 2008Nanodynamics Holdings Inc. (OTCBB: NNDY)
June 2008Cardone Plus, Inc.
May 2007





Mr. Rector devotes approximately 40% of his time and attention to our company.





Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified.





16


Compliance with Section 16(a) of the Exchange Act





Section 16(a) of theSecurities Exchange Act of 1934, as amended, requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively.  Executive officers, directors and greater than 10% stockholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports they file.  Based on our review of the copies of such forms received by us, and to the best of our knowledge, all executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during 2009:





Code of Ethics and Business Conduct





In 2002 we adopted a Code of Ethics and Business Conduct which applies to our officers, directors and employees.  The Code of Ethics and Business Conduct are written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code, and accountability for adherence to the code.  We will provide a copy, without charge, to any person desiring a copy of the Code of Ethics and Business Conduct, by written request to, 1640 Terrace Way, Walnut Creek, California  94597, Attention: Corporate Secretary.





Committees of our Board of Directors





Our Board of Directors has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by our sole director.





We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed.  Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors.  Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees.





Our sole director is not an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:





•
understands generally accepted accounting principles and financial statements,•
is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,•
has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,•
understands internal controls over financial reporting, and•
understands audit committee functions.





Our securities are not quoted on an exchange, however, that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.





17


ITEM 11.  EXECUTIVE COMPENSATION.





The following table summarizes all compensation recorded by us in the last completed fiscal year for our principal executive officer, each other executive officer serving as such whose annual compensation exceeded $100,000, and up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer of our company at December 31, 2008. The value attributable to any option awards is computed in accordance with FAS123R.




SUMMARY COMPENSATION TABLEName and principal position

(a)
Year

(b)
Salary

($)

(c)
Bonus

($)

(d)
Stock

Awards

($)

(e)
Option

Awards

($)

(f)
Non-Equity Incentive Plan Compen-sation ($)

(g)
Non-qualified Deferred Compen-sation Earnings ($)

(h)
All

Other Compen-sation

($)

(i)
Total

($)

(j)David S. Rector 1
2009
0
0
0
0
0
0
60,000
60,0002008
1,500
0
0
40,263
0
0
43,000
83,263





1Mr. Rector’s compensation includes $60,000 and $43,000 of consulting fees to an entity owned by Mr. Rector under the terms of an oral agreement as compensation for his services to us for 2009 and 2008, respectively.  Mr. Rector’s 2008 compensation also includes $40,263, representing the value of five-year options to purchase 1,000,000 shares of our common stock with an exercise price of $0.0125 per share granted him in June 2008 as partial compensation for services to us.





How Mr. Rector’s Compensation is Determined





Mr. Rector is not a party to an employment agreement with our company.  Under the terms of an oral agreement, we make periodic payments to an entity owned by Mr. Rector (The David Stephen Group) as compensation for his services to us as our sole officer and director.  The amount of this compensation is determined from time to time by our Board of Directors, of which he is the sole member.  Currently, the Company has been paying Mr. Rector (through the David Stephen Group) $5,000 per month for his services.  The amount of compensation paid is arbitrary and such compensation is not tied to any performance goals or other traditional measurements.  The Board has also, from time to time, awarded Mr. Rector with stock option grants as compensation for his services.  The number and terms of the options granted to Mr. Rector is arbitrarily determined and relies on no specific formula.  The amount of compensation to be paid to Mr. Rector’s company may be increased or decreased from time to time at the sole discretion of our Board.  Mr. Rector provides various corporate and administrative services for the Company, including managing all accounting, auditing, banking, legal, and SEC-reporting matters,  overseeing public relations / investor relations, state certifications, and transfer agent activities, and working actively on locating and negotiating with potential merger/acquisition candidate companies.  Mr. Rector also provides office space, furniture, and telecommunications equipment to the Company.











18


Outstanding Equity Awards at Fiscal Year-End




The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of December 31, 2009:





OPTION AWARDS
STOCK AWARDSName

(a)
Number of Securities Underlying Unexercised Options

(#) Exercisable

(b)
Number of Securities Underlying Unexercised Options

(#) Unexercisable (c)
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

(d)
Option Exercise Price

($)

(e)
Option Expiration Date

(f)
Number of Shares or Units of Stock That Have Not Vested (#)

(g)
Market Value of Shares or Units of Stock That Have Not Vested ($)

(h)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)

(i)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

(j)David S. Rector
1,000,000
-
-
$0.0125
June 2013
-
-
-
-





2006 Stock Incentive Plan





In connection with our acquisition of Standard Drilling, we assumed the 2006 Stock Incentive Plan that had previously been adopted by the Board of Directors and shareholders of Standard Drilling, Inc. The plan permits grants of options or restricted stock to employees, board members, officers or consultants. The plan is administered by our Board of Directors. The Board has the authority to determine the persons to whom awards are to be granted, the time at which awards will be granted, the number of shares to be represented by each award, and the consideration to be received, if any. The committee administering the plan also has the power to interpret the plan and to create or amend its rules.





Reservation of Shares. Grants of stock options and restricted stock may be made pursuant to the plan. The number of shares of common stock issued under the plan may not exceed 9,000,000 shares. Shares shall be deemed to have been issued under the plan only to the extent actually issued and delivered pursuant to an award. To the extent that an award lapses or the rights of its holder terminate, any shares of common stock subject to the award will again be available for the grant of an award under the plan. The maximum number of shares that may be issued under the plan, as well as the number and price of shares of common stock or other consideration subject to an award under the plan, will be appropriately adjusted by the committee in the event of changes in the outstanding common stock by reason of recapitalizations, reorganizations, mergers, consolidations, combinations, split-ups, split-offs, spin-offs, exchanges or other relevant changes in capitalization or distributions to the holders of common stock occurring after an award is granted.





Stock Options. The plan provides for granting (1) "incentive" stock options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and (2) stock options that do not constitute incentive stock options ("non-statutory" stock options). The exercise price for an option granted under the plan is determined by the committee but will be no less than the fair market value of the option, which will be based on the fair market value our common stock on the date the option is granted. The option price upon exercise shall be paid in the manner prescribed by the committee. Additionally, stock appreciation rights may be granted in conjunction with incentive stock options or non-statutory stock options. Stock appreciation rights give the holder, among other things, the right to a payment in cash, common stock, or a combination thereof, in an amount equal to the difference between the fair market value of our common stock at the date of exercise and the option exercise price. Non-statutory options will have an exercise price determined by the committee and such exercise price may be less than the fair market value of the common stock on the date of grant. The options granted under the plan are assignable and transferable pursuant to compensation committee approval. In the event that incentive stock option grants are made under the plan, such options will be subject to more stringent restrictions on transfer.





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Restricted Stock. The plan permits the committee to grant restricted stock awards. Shares of common stock will be issued or delivered to the employee, consultant or director at the time the award is made without any payment to us (other than for any payment amount determined by the committee in its discretion), but such shares will be subject to certain restrictions on the disposition thereof and certain obligations to forfeit and surrender such shares to us as may be determined in the discretion of the committee. The committee may provide that the restrictions on disposition and the obligations to forfeit the shares will lapse based on (1) the attainment of one or more performance measures established by the committee, (2) the holder's continued employment or continued service as a consultant or director for a specified period, (3) the occurrence of any event or the satisfaction of any other condition specified by the committee in its sole discretion or (4) a combination of any of these factors. Upon the issuance of shares of common stock pursuant to a restricted stock award, except for the foregoing restrictions and unless otherwise provided, the recipient of the award will have all the rights of our stockholders with respect to such shares, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares. The committee may, in its discretion, fully vest any outstanding restricted stock award as of a date determined by the committee.





Change of Control. The plan provides that, upon a Corporate Change (as hereinafter defined), the committee may accelerate the vesting of options, cancel options and make payments in respect thereof in cash, or adjust the outstanding options as appropriate to reflect such Corporate Change (including, without limitation, adjusting an option to provide that the number and class of shares of common stock covered by such option will be adjusted so that the option will thereafter cover securities of the surviving or acquiring corporation or other property (including cash) as determined by the committee). The plan provides that a Corporate Change occurs if (1) we are not be the surviving entity in any merger or consolidation (or we survive only as a subsidiary of an entity), (2) we sell, lease or exchange or agree to sell, lease or exchange all or substantially all of our assets to any other person or entity, (3) we are to be dissolved and liquidated, (4) any person or entity, including a "group" as contemplated by Section 13(d)(3) of the Exchange Act, acquires or gains ownership or control (including, without limitation, power to vote) of more than 50% of the outstanding shares of our voting stock (based upon voting power), or (5) as a result of or in connection with a contested election of directors, the persons who were our directors before such election shall cease to constitute a majority of our Board of Directors.





Term and Amendment. Our Board of Directors may terminate the plan at any time with respect to any shares of common stock for which awards have not been granted. Our Board of Directors has the right to alter or amend the plan at any time, provided that no change in the plan may be made that would impair the rights of a participant in the plan with respect to an award previously granted without the consent of the participant. In addition, our Board of Directors may not, without the consent of our stockholders, amend the plan to (1) increase the maximum aggregate number of shares that may be issued under the plan or (2) change the class of individuals eligible to receive awards under the plan.





Outstanding Awards. As of December 31, 2009, the outstanding options to purchase common stock under the plan consisted of 1,000,000 options to purchase shares of common stock in the aggregate at an exercise price of $0.125 per share.





Compensation of Directors





We have not established standard compensation arrangements for our directors and the compensation, if any, payable to each individual for their service on our Board will be determined from time to time by our Board of Directors based upon the amount of time expended by each of the directors on our behalf.  The sole member of our Board of Directors did not receive compensation for his services for the year ended December 31, 2009.




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ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





At April 29, 2010, we had 33,458,880 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of April 9, 2010 by:





•
each person known by us to be the beneficial owner of more than 5% of our common stock;•
each of our directors;•
each of our named executive officers; and•
our named executive officers, directors and director nominees as a group.





Unless otherwise indicated, the business address of each person listed is in care of 1640 Terrace Way, Walnut Creek, California  94597. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.




Name of Beneficial Owner
Amount and Nature of

Beneficial Ownership
% of ClassDavid S. Rector 1
1,000,000
2.9%All officers and directors as a group (one person)1
1,000,000
2.9%International Capital Advisory, Inc. 2
2,000,000
6.0%Kystie Finance Ltd. 3
2,000,000
6.0%Morrie Tobin 4
3,980,000
11.9%Wolverine International Holdings Ltd. 5
2,000,000
6.0%





1
The number of shares beneficially owned by Mr. Rector includes options to purchase 1,000,000 shares of our common stock with an exercise price of $0.0125 per share.2
International Capital Advisory, Inc.’s address is 40 Bassano Road, Toronto, Ontario Canada  M2N2K1.3
Kystie Finance Ltd.’s address is Post Office Box 958, Pasea Estate Road, Tortola BVI.4
The amount beneficially owned by Mr. Tobin includes 240,000 shares of our common stock held by the Tobin Family Trust over which Mr. Tobin has voting and dispositive control.  Mr. Tobin’s address is 40 Bassano Road, Toronto, Ontario Canada  M2N2K1.5
Wolverine International Holdings, Ltd.’s address is Rue Barthelemy Menn 8 1205 Geneva, Switzerland.





ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





During 2009 we paid $60,000 of consulting fees to an entity owned by Mr. Rector, our CEO, as compensation for his services to us as our sole officer and director.





We do not have a policy regarding the review, approval or ratification of transactions with related parties.








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Director Independence





Our sole director is not “independent” within the meaning of Marketplace Rule 5605 of the NASDAQ Stock Market.





ITEM 14.                      PRINCIPAL ACCOUNTING FEES AND SERVICES.





Moore & Associates Chartered served as our independent registered public accounting firm for 2008.  The audit firms of Seale & Beers and M&K, CPAs PLLC both served as our independent registered public accounting firms during the 2009 fiscal year. The following table shows the fees that were billed for the audit and other services provided by such firm for 2009 and 2008.





2009


2008Audit Fees

$
4,500


$
16,875Audit-Related Fees


0



0Tax Fees


0



0All Other Fees


0



0Total

$
4,500


$
16,875





Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.  Included in audit fees for 2008 are fees of $13,125 billed by Moore & Associates Chartered.





Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.





Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.





All Other Fees — This category consists of fees for other miscellaneous items.





Our Board of Directors has adopted a procedure for pre-approval of all fees charged by the our independent registered public accounting firm.  Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services.  Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board.  Any such approval by the designated member is disclosed to the entire Board at the next meeting.  The audit and tax fees paid to the auditors with respect to 2007 were pre-approved by the entire Board of Directors.








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ITEM 15.                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





2.1
Agreement and Plan of Merger dated July 27, 2006 by and among Online Holdings, Inc., a Nevada corporation, Standard Drilling Acquisition Corp., a Delaware corporation, and Standard Drilling, Inc., a Delaware corporation (1)3.1
Amended and Restated Articles of Incorporation (2)3.2
Bylaws (3)10.1
Contract with Romfor West Africa Ltd., effective May 15, 2006 (4)10.2
Standard Drilling, Inc. 2006 Stock Incentive Plan (4)10.3
Asset Purchase Agreement dated September 24, 2007 between Standard Drilling, Inc. and PBT Capital Partners, LLC (5)10.4
Letter Agreement dated October 9, 2008 by and between Standard Drilling, Inc., PBT Capital Partners, LLC and Prentis B. Tomlinson, Jr. **16.1
Letter dated August 18, 2009 from Moore & Associates, Chartered (6)16.2
Letter dated September 30, 2009 from Seale and Beers, CPAs (7)31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *





*
filed herewith.**
previously filed.





(1)
Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 27, 2006.(2)
Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 6, 2006.(3)
Incorporated by reference to the Registration Statement on Form SB-2, SEC File No. 333-75434, as declared effective by the Securities and Exchange Commission on May 14, 2002.(4)
Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 6, 2006.(5)
Incorporated by reference the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 11, 2007.(6)
Incorporated by reference to the Current Report on Form 8-K as filed on August 27, 2009.(7)
Incorporated by reference to the Current Report on Form 8-K as filed on October 1, 2009.








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, thereunto duly authorized.





Standard Drilling, Inc.May 4, 2010
By: /s/ David S. RectorDavid S. Rector, Chief Executive Officer





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 in the capacities and on the dates indicated.








Name
Positions
Date/s/ David S. Rector

David S. Rector
Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, sole director, principal executive officer and principal financial and accounting officer
May 4, 2010




























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