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

	For the quarterly period ended                                                      May 31, 2011

( )	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 May 31, 2011 and August 31, 2010	4
	Statement of Operations For the three and nine months ended May 31, 2011 and 2010 and for the period September 24, 1998 (Date of Inception) to May 31, 2011	5
	Statement of Cash Flows For the nine months ended May 31, 2011 and 2010 and for the period September 24, 1998 (Date of  Inception) to May 31, 2011	6
	Notes to the Financial Statements.	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 3.	Quantitative and Qualitative Disclosure about Market Risk	12
ITEM 4.	Controls and Procedures	13
ITEM 4T.	Controls and Procedures	14
PART 11.	OTHER INFORMATION	14
ITEM 1.	Legal Proceedings	14
ITEM 1A.	Risk Factors	14
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3.	Defaults Upon Senior Securities	16
ITEM 4.	Submission of Matters to a Vote of Security Holders	16
ITEM 5.	Other Information	16
ITEM 6.	Exhibits	17
	SIGNATURES.	18

 

 

	May 31, 2011	August 31, 2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$          1,060	$         485
Total Current Assets	$          1,060	$         485
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$        54,273	$     97,723
Advances from related parties	70,782	17,049
Total Current Liabilities	125,055	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	(226,945)	(217,237)
Total Stockholders’ Deficiency	(123,995)	(114,287)
Total Liabilities and Stockholders’ Deficiency	$          1,060	$         485

 

	Three Months Ended May 31, 2011	Three months ended May 31, 2010	Nine months ended May 31, 2011	Nine months ended May 31, 2010	Date of Inception to May 31,  2011
SALES	$            -	$             -	$             -	$            -	$             -
GENERAL AND ADMINISTRATIVE   EXPENSES:
Accounting and audit	1,800	1,850	7,900	5,350	85,980
Annual general meeting	-	-	-	-	2,250
Bank charges and interest	23	19	81	85	2,269
Consulting fees	-	-	-	-	17,500
Edgar filing fees	300	250	1,050	750	12,829
Exploration	-	-	-	-	12,617
Filing fees	-	-	243	-	2,138
Geological report	-	-	-	-	2,780
Impairment loss on mineral claim	-	-	-	-	5,000
Incorporation costs	-	-	-	-	255
Legal fees	-	-	-	-	6,987
Management fees	-	600	-	1,800	28,800
Miscellaneous	-	-	-	-	1,600
Office expenses	-	40	239	230	7,272
Rent	-	300	-	900	14,400
Telephone	-	150	-	450	7,200
Transfer agent’s fees	145	-	195	150	12,045
Travel and entertainment	-	-	-	-	5,023
NET LOSS	$  (2,268)	$ (3,209)	$  (9,708)	$   (9,715)	$  (226,945)
NET LOSS PER COMMON SHARE
Basic and diluted	$    (0.00)	$   (0.00)	$    (0.00)	$     (0.00)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted	2,285,000	2,285,000	2,285,000	2,285,000

 

 

 

 

 

	For the nine months ended May 31, 2011	For the nine months ended May 31, 2010	Sept 24, 1998 to May 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$   (9,708)	$   (9,715)	$   (226,945)
Adjustments to reconcile net loss to net cash(used) in operating activities:
Impairment loss on mineral claim	-	-	5,000
Change in accounts payable	(43,450)	2,597	54,273
Capital contributions – expenses paid by officers	-	3,150	50,400
Net Change in Cash from Activities	(53,158)	(3,968)	(117,272)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral claim	-	-	(5,000)
Net Cash (Used) in Investing Activities	-	-	(5,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties	53,733	633	70,782
Proceeds from issuance of common stock	-	-	52,550
Cash flows from financing activities	53,733	633	123,332
Net (Decrease) Increase in Cash	575	(3,335)	1,060
Cash at Beginning of Period	485	3,441	-
CASH AT END OF PERIOD	$     1,060	$           106	$        1,060

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES
Capital contributions – expenses paid by Officers	$            -	$ 3,150	$  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.

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 the basic and diluted per share amounts are the same.

 

 

 

Period  Ending	Estimated NOL Carry-Forward	NOL Expires	Estimated Tax Benefit from NOL	Valuation Allowance	Net Tax Benefit
1999	$   12,976	2019	$   3,892	$  (3,892)	-
2000	12,392	2020	3,717	(3,717)	-
2001	13,015	2021	3,905	(3,905)	-
2002	13,502	2022	4,050	(4,050)	-
2003	16,219	2023	4,866	(4,866)	-
2004	24,180	2024	7,254	(7,254)	-
2005	13,105	2025	3,932	(3,932)	-
2006	36,987	2026	11,096	(11,096)	-
2007	26,295	2027	7,889	(7,889)	-
2008	21,803	2028	6,541	(6,541)	-
2009	15,816	2029	4,745	(4,745)	-
2010	10,947	2030	3,284	(3,284)	-
2011	9,708	2031	2,912	(2,912)	-
	$ 226,945		$  68,083	$  (68,083)	$         -

 

 

 

 

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 using the Black-Scholes valuation model. 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. Management of the Company has developed a strategy, which it believes will accomplish this objective through additional advances from related parties, equity funding, and long term financing, which will enable the Company to operate for the coming year.

 

	Nine months ended May 31, 2011	Nine months ended May 31, 2010		Changes in Account
Accounting and audit	$   7,900	$   5,350		Increase in audit and accounting fees
Bank charges	81	85
Edgarizing	1,050	750		Increase in edgarizing fees
Filing fees	243	-		Payment to Secretary of State for Delaware made in last quarter in 2010
Management fees	-	1,800		Management fees formerly expensed and charged to Capital in Excess of Par Value discontinued.
Office	239	230		Courier and photocopying charges.
Rent	-	900		Rent fees formerly expenses and charged to Capital in Excess of Par Value discontinued.
Telephone	-	450		Rent expense formerly expenses and charged to Capital in Excess of Par Value discontinued.
Transfer agent’s fees	195	150		Increase in charges by transfer agent.
Total expenses	$  9,708	$  9,715

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 May 31, 2011, 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.

 

 

 

On March 15, 2011, the Company entered into a Letter of Intent with Plures Technologies, Inc. (“Plures”) whereby through a share transaction Plures would become a wholly owned subsidiary of the Company subsequent to Plures entering into an agreement to acquire MEMS technology product manufacturing company that pioneered the field of magnetic-based sensor manufacturing technology which is often referred to as “spintronics”.

 

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)