VOLITIONRX LTD - Quarter Report: 2010 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, 2010

( )	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 CORPORATION

(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 Sheets as at November 30, 2010 and August 31, 2010	4
	Statement of Operations For the three months ended November 30, 2010 and 2009 and for the period September 24, 1998 (Date of Inception) to November 30, 2010	5
	Statement of Cash Flows For the three months ended November 30, 2010 and 2009 and for the period September 24, 1998 (Date of  Inception) to November 30, 2010	6
	Notes to the Financial Statements.	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosure about Market Risk	11
ITEM 4.	Controls and Procedures	12
ITEM 4T.	Controls and Procedures	12
PART 11.	OTHER INFORMATION	13
ITEM 1.	Legal Proceedings	13
ITEM 1A.	Risk Factors	13
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
ITEM 3.	Defaults Upon Senior Securities	15
ITEM 4.	Submission of Matters to a Vote of Security Holders	15
ITEM 5.	Other Information	15
ITEM 6.	Exhibits	15
	SIGNATURES.	16

 

 

 

 

	November 30,  2010	August 31, 2010
ASSETS
CURRENT ASSETS
Cash	$          662	$         485
Total Current Assets	$          662	$         485
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$      49,672	$     97,723
Advances from related parties	70,413	17,049
Total Current Liabilities	120,085	114,772
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	100,665	100,665
Deficit accumulated during the Pre-Exploration stage	(222,373)	(217,237)
Total Stockholders’ Deficiency	(119,423)	(114,287)
	$           662	$         485

 

	Three months ended November 30, 2010	Three months ended November 30, 2009	Date of Inception to  November 30,  2010
SALES	$           -	$          -	$             -
GENERAL AND ADMINISTRATIVE EXPENSES:
Accounting and audit	4,500	1,750	82,580
Annual general meeting	-	-	2,250
Bank charges and interest	24	45	2,212
Consulting fees	-	-	17,500
Edgar filing fees	450	250	12,229
Exploration	-	-	12,617
Filing fees	-	-	1,895
Geological report	-	-	2,780
Impairment of mineral claim acquisition costs	-	-	5,000
Incorporation costs	-	-	255
Legal fees	-	-	6,987
Management fees	-	600	28,800
Miscellaneous	-	-	1,600
Office expenses	112	151	7,145
Rent	-	300	14,400
Telephone	-	150	7,200
Transfer agent’s fees	50	50	11,900
Travel and entertainment	-	-	5,023
NET LOSS	$ (5,136)	$ ( 3,296)	$  (222,373)
NET LOSS PER COMMON SHARE
Basic and diluted	$   (0.00)	$    (0.00)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted	2,285,000	2,285,000

 

 

 

	For the three months ended November 30, 2010	For the three months ended November 30, 2009	Date of inception to  November 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$   (5,136)	$    (3,296)	$   (222,373)
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in accounts payable	(48,051)	(403)	49,672
Capital contributions – noncash expenses	-	1,050	50,400
Net Change in Cash from Operations	(53,187)	(2,649)	(122,301)
CASH FLOWS FROM INVESTING ACTIVITIES	-	-	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties	53,364	54	70,413
Proceeds from issuance of common stock	-	-	52,550
Cash flows from financing activities	53,364	54	122,963
Net (Decrease) Increase in Cash	177	(2,595)	662
Cash at Beginning of Period	485	3,441	-
CASH AT END OF PERIOD	$        662	$        846	$          662

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCIING ACTIVITIES
Capital contributions – noncash expenses	$             -	$    1,050	$      50,400

 

 

 

 

 

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.

 

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 from its President, Alexander Magallano or its Chief Financial Officer, Gordon Brooke, 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.

 

 

 

 

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

●	our variations in our operations results, either quarterly or annually;
●	trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
●	the merits of a new mineral claim, and
●	other events which we have no control over.

 

 

 

 

 

 

 

 

 

1.	Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of November 30, 2010, there is no policy on fraud. A whistleblower policy is not necessary given the small size of the organization.

2.

Due to the significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the year-end financial reporting process were not operating effectively. A material weakness in the year-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remediated, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management override of existing controls is possible given the small size of the organization and lack of personnel.

3.	There is no system in place to review and monitor internal control over financial reporting. We maintain an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

 

 

 

 

 

 

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)