VOLITIONRX LTD - Quarter Report: 2008 November (Form 10-Q)

(X )	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarterly period ended                                                      November 30, 2008

( )	TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transaction period from                                                                 to
	Commission File number                                                                0-24707

STANDARD CAPITAL CORPORTION

(Exact name of Company as specified in charter)

Delaware	91-1949078
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employee I.D. No.)

557 M. Almeda Street
Metro Manila, Philippines
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number  011-632 724-5517

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

		Page Number
PART 1.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	3
	Balance Sheet as at November 30, 2008 and August 31, 2008	4
	Statement of Operations For the three months ended November 30, 2008 and 2007 and for the period September 24, 1998 (Date of  Inception) to November 30, 2008	5
	Statement of Cash Flows For the three months ended November 30, 2008 and 2007 and for the period September 24, 1998 (Date of  Inception) to November 30, 2008	6
	Notes to the Financial Statements.	7
ITEM 2.	Management’s Discussion and Analysis or Plan of Operations	10
ITEM 3.	Controls and Procedures	13
PART 11.	OTHER INFORMATION	14
ITEM 1.	Legal Proceedings	14
ITEM 2.	Changes in Securities and Use of Proceeds	14
ITEM 3.	Defaults Upon Senior Securities	14
ITEM 4.	Submission of Matters to a Vote of Security Holders	14
ITEM 5.	Other Information	14
ITEM 6.	Exhibits and Reports on Form 8-K	15
	SIGNATURES.	16

 

 

 

	November 30, 2008	August 31, 2008
ASSETS
CURRENT ASSETS
Cash	$          799	$      3,318
Total Current Assets	$          799	$      3,318
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$     89,309	$    89,760
Accounts payable – related parties	9,549	9,482
	98,858	99,242
STOCKHOLDERS’ DEFICIENCY
Common Stock
200,000,000 shares authorized, at $0.001 par value          2,285,000 shares issued and outstanding	2,285	2,285
Capital in excess of par value	93,315	92,265
Deficit accumulated during the pre-exploration stage	(193,659)	(190,474)
Total Stockholders’ Deficiency	(98,059)	(95,924)
	$          799	$     3,318

	Three months ended November 30,  2008	Three months ended November 30,  2007	Date of Inception to November 30,  2008
SALES	$          -	$              -	$             -
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit	1,750	1,750	64,880
Annual general meeting	-	-	2,230
Bank charges and interest	19	19	2,041
Consulting fees	-	-	17,500
Edgar filing fees	250	250	10,079
Filing fees	-	-	1,687
Geological report	-	-	2,780
Incorporation costs	-	-	255
Legal fees	-	-	6,987
Management fees	600	600	24,600
Miscellaneous	-	-	1,600
Office expenses	66	36	6,530
Rent	300	300	12,300
Staking and explorationcosts	-	-	17,617
Telephone	150	150	6,150
Transfer agent’s fees	50	10	11,400
Travel and entertainment	-	-	5,023
NET LOSS	$ (3,185)	$     (3,115)	$  (193,659)
NET LOSS PER COMMON SHARE
Basic	$    (0.00)	$     (0.00)
AVERAGE OUTSTANDING SHARES
Basic	2,285,000	2,285,000

 

 

 

	Nov. 30, 2008	Nov. 30, 2007	Sept 24, 1998 to Nov. 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$   (3,185)	$    (3,115)	$   (193,659)
Adjustments to reconcile net loss to net cash provided by          operating activities:
Change in accounts payable	(451)	(500)	89,309
Capital contributions - expenses	1,050	1,050	43,050
Net Change in Cash from Operations	(2,586)	(2,565)	(61,300)
CASH FLOWS FROM INVESTING ACTIVITIES	-	-	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties	67	35	9,549
Proceeds from issuance of common stock	-	-	52,550
Cash flows from financing activities	67	35	62,099
Net (Decrease) Increase in Cash	(2,519)	(2,530)	799
Cash at Beginning of Period	3,318	4,338	-
CASH AT END OF PERIOD	$          799	$        1,808	$          799

SCHEDULE OF NONCASH OPERATING ACTIVITIES
Capital contributions - expenses	$         4,305	$    4,305	$   43,050

The shareholders, at the Annual General Meeting held on February 20, 2004, approved an amendment to the Certificate of Incorporation whereby the authorized share capital of the Company would be increased from 25,000,000 common shares with a par value of $0.001 per share to 200,000,000 common shares with a par value of $0.001 per share.

The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed.   An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore an estimate of any future cost cannot be made.

4.	STOCK OPTION PLAN

At the Annual General Meeting held on February 20, 2004, the shareholders approved a Stock Option Plan (the “Plan”) whereby a maximum of 5,000,000 common shares were authorized but unissued to be granted to directors, officers, consultants and non-employees who assisted in the development of the Company.   The value of the stock options to be granted under the Plan will be determined on the fair market value of the Company’s shares when they are listed on any established stock exchange or a national market system at the closing price as at the date of granting the option.   No stock options have been granted under this Plan.

5.	CAPITAL STOCK

The Company has completed one Regulation D offering of 1,295,000 shares of its capital stock for $3,050.  In addition, the Company has completed an Offering Memorandum whereby 990,000 common shares were issued for at a price of $0.05 per share for $49,500.

6.	GOING CONCERN

The Company will need additional working capital to service its debt and for its intended purpose of acquiring another mineral claim, which raises substantial doubt about its ability to continue as a going concern.   Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

 

 

 

 

 

 

1.	Because Standard’s auditors have issued a going concern opinion and because its officers and directors will not loan any money to it, Standard may not be able to achieve its objectives and may have to suspend or cease exploration activity.

 

 

2.	With the expiry of the Standard mineral claim, the Company has no assets to build a future thereon.

 

 

3.	Standard lacks an operating history and has losses which it expects to continue into the future. As a result, Standard may have to suspend or cease exploration activity or cease operations.

 

 

	*	Its ability to locate a profitable mineral property
	*	Its ability to locate an economic ore reserve
	*	Its ability to generate revenues
	*	Its ability to reduce exploration costs.

 

 

 

 

 

4.

Because Standard’s officers and directors do not have technical training or experience in managing a public company, it will have to hire qualified personnel to fulfill these functions. If Standard lacks funds to retain such personnel, or cannot locate qualified personnel, it may have to suspend or cease exploration activity or cease operations which will result in the loss of its shareholders’ investment.

 

 

 

5.	Because Standard’s officers and directors have other outside business activities and may not be in a position to devote a majority of their time to Standard’s exploration activity, its exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration.

 

 

6.  Standard anticipates the need to sell additional treasury shares in the future meaning that there will be a dilution to its existing shareholders resulting in their percentage ownership in Standard being reduced accordingly.

 

7.  Because Standard’s securities are subject to penny stock rules, its shareholders may have difficulty reselling their shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.1	Certificate of Incorporation (incorporated by reference from Standard’s Registration Statement on Form 10-SB filed on December 6, 1999)

1.2	Articles of Incorporation (incorporated by reference from Standard’s Registration Statement on Form 10-SB filed on December 6, 1999)

1.3	By-laws (incorporated by reference from Standard’s Registration Statement on Form 10-SB filed on December 6, 1999)

99.1	Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2	Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive Officer

99.3	Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002