Edgar Filing: STANDARD CAPITAL CORP

body_standard10qfeb2011.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 February 28, 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)

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a small reporting company) Small reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court. Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

March 20, 2010: 2,285,000 common shares

-1-

		Page Number

PART 1.	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (unaudited)	3

	Balance Sheets as at February 28, 2011 and August 31, 2010	4

	Statement of Operations For the three and six months ended February 28, 2011 and 2010 and for the period September 24, 1998 (Date of Inception) to February 28, 2011	5

	Statement of Cash Flows For the six months ended February 28, 2011 and 2010 and for the period September 24, 1998 (Date of Inception) to February 28, 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	13

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	16

	SIGNATURES.	17

-2-

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Standard Capital Corporation (Pre-Exploration Stage Company) at February 28, 2011 (with comparative figures as at August 31, 2010) and the statement of operations for the three and six months ended February 28, 2011 and 2010 and from September 24, 1998 (date of incorporation) to February 28, 2011 and the statement of cash flows for the six months ended February 28, 2011 and 2010 and for the period from September 24, 1998 (date of incorporation) to February 28, 2011 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the six months ended February 28, 2011, are not necessarily indicative of the results that can be expected for the year ending August 31, 2011.

-3-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

BALANCE SHEETS

	February 28, 2011	August 31, 2010
	(Unaudited)
ASSETS

CURRENT ASSETS

Cash	$ 2,028	$ 485

Total Current Assets	$ 2,028	$ 485


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable	$ 52,973	$ 97,723
Advances from related parties	70,782	17,049

Total Current Liabilities	123,755	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	(224,677)	(217,237)
Total Stockholders’ Deficiency	(121,727)	(114,287)

Total Liabilities and Stockholders’ Deficiency	$ 2,028	$ 485

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

-4-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

STATEMENT OF OPERATIONS

For the Three and Six Months Ended February 28, 2011 and 2010 and the Period

September 24, 1998 (Date of Inception) to February 28, 2011

(Unaudited)

	Three months ended Feb. 28, 2011	Three months ended Feb. 28, 2010	Six months ended Feb. 28, 2011	Six months ended Feb.28, 2010	Date of Inception to Feb. 28, 2011

SALES	$ -	$ -	$ -	$ -	$ -

GENERAL AND ADMINISTRATIVE EXPENSES:

Accounting and audit	1,600	1,750	6,100	3,500	84,180
Annual general meeting	-	-	-	-	2,250
Bank charges and interest	34	21	58	66	2,246
Consulting fees	-	-	-	-	17,500
Edgar filing fees	300	250	750	500	12,529
Exploration	-	-	-	-	12,617
Filing fees	243	-	243	-	2,138
Geological report	-	-	-	-	2,780
Impairment loss on mineral claim	-	-	-	-	5,000
Incorporation costs	-	-	-	-	255
Legal fees	-	-	-	-	6,987
Management fees	-	600	-	1,200	28,800
Miscellaneous	-	-	-	-	1,600
Office expenses	127	39	239	190	7,272
Rent	-	300	-	600	14,400
Telephone	-	150	-	300	7,200
Transfer agent’s fees	-	100	50	150	11,900
Travel and entertainment	-	-	-	-	5,023

NET LOSS	$ (2,304)	$ (3,210)	$ (7,440)	$ (6,506)	$ (224,677)

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

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

-5-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

STATEMENT OF CASH FLOWS

For the six months ended February 28, 2011 and 2010 and the Period

September 24, 1998 (Date of Inception) to February 28, 2011

(Unaudited)

	For the six months ended Feb 28, 2011	For the six months ended Feb. 28, 2010	Sept 24, 1998 to Feb. 28, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$ (7,440)	$ (6,506)	$ (224,677)

Adjustments to reconcile net loss to net cash (used) in operating activities:

Impairment loss on mineral claim	-	-	5,000
Change in accounts payable	(44,750)	1,097	52,973
Capital contributions – expenses paid by Officers	-	2,100	50,400

Net Change in Cash from Activities	(52,190)	(3,309)	(116,304)

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	593	70,782
Proceeds from issuance of common stock	-	-	52,550

Cash flows from financing activities	53,733	593	123,332

Net (Decrease) Increase in Cash	1,543	(2,716)	2,028

Cash at Beginning of Period	485	3,441	-

CASH AT END OF PERIOD	$ 2,028	$ 725	$ 2,028

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES

Capital contributions – expenses paid by Officers	$ -	$ 2,100	$ 50,400

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

-6-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

February 28, 2011

(Unaudited)

1. ORGANIZATION

The Company was incorporated under the laws of the State of Delaware on September 24, 1998 with the authorized common stock of 25,000,000 shares at $0.001 par value.

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 was organized for the purpose of acquiring and developing mineral properties. At the report date the Company has no mineral claim since it allowed the Standard claim to lapse in February 2008 and has not identified another claim to replace it. Nevertheless, the Company continues to be in the pre-exploration stage due to its intent to acquire another mineral claim in the immediate future.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

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.

Revenue Recognition

Revenue is recognized on the sale and transfer of goods or completion of service.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

-7-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

February 28, 2011

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes

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.

The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):

Year 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	7,440	2031	2,232	(2,232)	-

	$ 224,677		$ 67,403	$ (67,403)	$ -

The total valuation allowance as of February 28, 2011 is $(67,403) which increased by $(2,232) for the reported period.

-8-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

February 28, 2011

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles accepted in the United States of America. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts payable, areconsidered by management to be their estimated fair value due to their short termmaturities.

Reclassification

Certain prior period amounts have been reclassified to conform with the current period’s financial statement presentation.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.

3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

During the six months ended February 28, 2011, a Director made advances of $53,733 to the Company.

On February 28, 2011, officers-directors and their families had acquired 12% of the common capital stock issued, have made advances of $70,782, and have made contributions to capital in the form of expenses paid for the Company in the amount of $50,400. The advances are non-interest bearing and payable on demand.

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.

-9-

STANDARD CAPITAL CORPORATION

(Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

February 28, 2011

(Unaudited)

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.

-10-

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information contained in the financial statements of Standard Capital Corporation (“Standard”) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Standard presently has minimal day-to-day operations; mainly comprising the maintaining of the Standard claim in good standing on an annual basis and preparing the various reports to be filed with the United States Securities and Exchange Commission (the “SEC”) as required.

LIQUIDITY AND CAPITAL RESOURCES

Standard has had no revenue since inception and its accumulated deficit is $224,677. To date, the growth of Standard has been funded by the sale of shares and advances by its former director in order to meet the requirements of filing with the SEC.

Standard has not yet identified a mineral property to replace the Standard claim which was allowed to lapse on February 23, 2008. Presently Standard does not have the funds to consider any additional mineral claims. Management is considering the raising of additional funds through the sale of shares but no decision as to the price and number of shares to be issued has been decided upon.

Management estimates that a minimum of $24,405 will be required over the next twelve months to pay for such expenses as bookkeeping ($5,250), auditing ($5,700), Edgar fees ($1,155), filing fees to maintain Standard in good standing with the State of Delaware and payment to Standard’s registrant ($350), identifying a new mineral claim and obtaining geological report thereon ($10,000), office and miscellaneous ($750), and payments to the transfer agent ($1,200). The above noted figure does not include amounts owed to third party creditors in the amount of $52,973 as at February 28, 2011. The amount required to cover total operating costs for the next twelve months and to settle all the outstanding amounts owed to third party creditors would be $77,378. At present Standard does not have these funds to pay for future expenses and eliminate accounts payable and therefore would be required to either sell shares in its capital stock or obtain further advances from its director. Standard’s future operations and growth is dependent on its ability to raise capital for expansion and to seek revenue sources.

RESULTS OF OPERATIONS

The Standard claim

The Standard claim lapsed without the Company undertaking any exploration work during the past year due to management feeling there was not significant mineral value in the claim. It expired on February 23, 2008. The Company no longer has any rights to the minerals on the Standard claim nor any liability attached thereto.

The new management of Standard is seeking another mineral claim of merit but at this time has not identified any mineral claim.

Standard has undertaken no product research and development since inception. Management has no plans to purchase or sell any plant or significant equipment in the foreseeable future. In addition, Standard does not expect a significant change in the number of employees in the immediate future.

-11-

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market Information

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.

The number of shares subject to Rule 144 is 265,000 Share certificates representing these shares have the appropriate legend affixed on them.

There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.

Our shares are traded on the OTCBB. Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.

In the future our common stock trading price might be volatile with wide fluctuations. Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

●	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.

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies. These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance. In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company. Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.

Trends

We are in the developments stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term or short term, as more fully described under ‘Risk Factors’.

-12-

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of February 28, 2011 (the “Evaluation Date”). Based on that evaluation, the Principal Executive Officer and Principal Accounting Officer have concluded that these disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Principal Executive Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified below, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the six months ended February 28, 2011 fairly present our financial condition, results of operations and cash flows in all material respects

Material Weaknesses

Management assessed the effectiveness of our internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

1.	Certain entity level controls establishing a “tone at the top” were considered material weaknesses. As of February 28, 2011, there is no policy on fraud. A whistleblower policy is not necessary given the small size of the organization.

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.

ITEM 9A(T) CONTROLS AND PROCEDURES

There were no changes in our internal control over financial reporting during the six months ended February 28, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-13-

PART 11 – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings to which Standard is a party nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A RISK FACTORS

There are certain risk factors regarding Standard’s operations which might affect the outcome of its ability to operate in the future. An investment in Standard’s securities involves an exceptionally high degree of risk and is extremely speculative. The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in Standard.

Risks Associated with Standard:

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.

Standard’s auditors' report on its 2010 financial statements expressed an opinion that substantial doubt exists as to whether Standard can continue as an ongoing business for the next twelve months. Because its officers and directors are unwilling to loan or advance capital to it, Standard believes that if it does not raise additional capital through the issuance of treasury shares, Standard will be unable to conduct exploration activity and may have to cease operations and go out of business.

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

On February 23, 2008, the Company did not maintain the Standard claim in good standing and therefore lost all rights to the minerals thereon. This has resulted in the Company having no assets to build its future on. Without any assets, the Company might not be able to raise future funding and therefore will cease to exist as a company.

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.

Standard was incorporated in 1998 and its limited exploration activities have not generated any revenues. Standard has an insufficient exploration history upon which to properly evaluate the likelihood of its future success or failure. Standard’s net loss from inception to February 28, 2011 is $224,677. Its ability to achieve and maintain profitability and positive cash flow in the future is dependent upon

	*	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.

Based upon current plans, Standard expects to incur operating losses in future periods. This will happen because there are expenses associated with identifying a new mineral property, obtaining a geological report and undertaking preliminary explorations work on the new mineral claim. Standard cannot guarantee it will be successful in generating revenues in the future. Failure to generate revenues will cause it to go out of business.

-14-

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.

Standard’s officers and directors have no direct training or experience in managing and fulfilling the regulatory reporting obligations of a ‘public company’ like Standard. Unless its two officers and directors are willing to spend more time addressing these matters, it will have to hire professionals to undertake these filing requirements for Standard and this will increase the overall cost of operations.

As a result Standard may have to suspend or cease exploration activity, or cease operations altogether, 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.

Standard’s new President and CEO, Alexander Borco Magallano, Professional Geologist, will be devoting only 15% of his time, approximately 15 hours per month, to Standard’s operations of its business. Standard’s new Secretary-Treasurer, Rudy Belloy Perez, Professional Geologist, and its other director, B. Gordon Brooke, will be devoting only 5 to 10 hours per month to Standard’s operations. As a consequence Standard’s business may suffer. For example, because its 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 or may be periodically interrupted or suspended. Such suspensions or interruptions may cause us to cease operations altogether and go out of business.

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.

Standard expects that the only way it will be able to acquire additional funds is through the sale of its common stock. This will result in a dilution effect to its shareholders whereby their percentage ownership interest in Standard is reduced. The magnitude of this dilution effect will be determined by the number of shares Standard will have to issue in the future to obtain the funds required.

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

Standard’s shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of Standard’s securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

-15-

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a) Exhibits

1. Certificate of Incorporation, Articles of Incorporation and By-laws

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)

-16-

SIGNATURES

Pursuant to the requirements 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 CAPITAL CORPORATION

(Registrant)

ALEXANDER B. MAGALLANO

Alexander B. Magallano

Chief Executive Officer

President and Director

Dated: March 11, 2011

GORDON BROOKE

B. Gordon Brooke

Chief Accounting Officer

Chief Financial Officer

and Director

Dated: March 11, 2011

-17-