UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


__________________

FORM 10-K

_______________

(Mark One)


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

For the Fiscal Year EndedAugust 31, 2011


.TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ________ to ______

VOLITIONRX LIMITED

(Exact name of registrant as specified in its charter)


(x)

Delaware

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

000-30402

91-1949078

For the fiscal year ended August 31, 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 0-25707

STANDARD CAPITAL CORPORATION
(Exact name of registrant as specified in charter)

Delaware91-1949078
State or other jurisdiction of incorporation or organization

(I.R.S. Employee Identificationh No.)


             557 M. Almeda Street
             Metro Manila, Philippines
Commission File Number)

(IRS Employer

          (Address

of Incorporation)

Identification Number)

150 Orchard Road

Orchard Plaza 08-02

Singapore 238841

(Address of principal executive offices)

(201) 618-1750

(Zip Code)Registrant’s Telephone Number)


Copy of all Communications to:

Carrillo Huettel, LLP

3033 5th Avenue, Suite 400

San Diego, CA 92103

Phone: 619-546-6100

Fax: 619-546-6060


Issuer’s telephone number

Securities registered pursuant to section 12 (b) of the Act:

Title of each share
None
Name of each exchange on which registered
None

Securities registered pursuant to Section 12 (g) of the Act:

            None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined byin Rule 405 of the Securities Act   [    ]  Act.

Yes     [X]  .No

  X  .


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d)15(d) of the Act.   [    ]

Yes     [   ]  .No

  X  .


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 pastpreceding 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]   X  .No

.


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website,Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 232.405 of this chapter) during the proceedingpreceding 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 (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’sregistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendmentsamendment to this Form 10-K   [    ]

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10-K.     .

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


Large accelerated filer   [   ]                                                                                                           Accelerated filer                      0;[   ]

Large accelerated filer

.

Accelerated filer

.

Non-accelerated filer

.(Do not check if a smaller reporting company)

Smaller reporting company

 X.


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]

  X  .


State the

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference toof the registrant as of February 28, 2011 was $NIL based upon the price ($NIL) at which the common equitystock was last sold or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recentrecently completed second fiscal quarter.


(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicatequarter, multiplied by the approximate number of shares outstanding of eachcommon stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.  Our common stock is currently quoted on the Over-The-Counter Bulletin Board under the symbol “VNRX.OB”.


As of November 28, 2011, there were 8,120,652shares of the registrant’s classes of$0.001 par value common stock as of the latest practicable date:

issued and outstanding.


September 15, 2010: 2,285,000 common shares

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if

Documents incorporated by reference and the Partreference: None








Table 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; (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 31, 1980).

Contents




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TABLE OF CONTENTS

PART 1

Page

PART I

ITEM 1.

Business.

4

Item 1

Business

4

ITEM 1A.

Item 1A

Risk Factors.Factors

5

17

Item 1B

Unresolved Staff Comments

17

ITEM 1B.

Item 2

Unresolved Staff Comments.

Properties

8

17

Item 3

Legal Proceedings

17

ITEM 2.

Item 4

Properties.

[REMOVED AND RESERVED]

8

17

ITEM 3.

Legal Proceedings.

PART II

8

ITEM 4.

Item 5

Submission of Matters to Vote of Securities Holders8
PART II9
ITEM 5.

Market for Registrant’sRegistrant's Common Equity, Related Stockholder Matters and Issuer PurchasePurchases of Equity Securities.Securities

9

18

Item 6

Selected Financial Data

18

ITEM 6

Item 7

Selected Financial Information.9
ITEM 7.Management’s

Management's Discussion and Analysis of Financial ConditionsCondition and Results of Operations.Operations

10

19

Item 7A

ITEM 7A.

Quantitative and Qualitative DisclosureDisclosures about Market Risk.Risk

12

21

Item 8

Financial Statements and Supplementary Data

F-1

ITEM 8.

Item 9

Financial Statement and Supplementary Data.12
ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.Disclosure

13

22

Item 9A

ITEM 9AControls and Procedures.13
ITEM 9A(T)

Controls and Procedures

14

22

Item 9B

Other Information

23

ITEM 9B

Other information

14

PART III

PART III

14

Item 10

ITEM 10.

Directors and Executive Officers and Corporate Governance.Governance

14

24

Item 11

Executive Compensation

31

ITEM 11.

Item 12

Executive Compensation.17
ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.Matters

18

32

Item 13

ITEM 13.

Certain Relationships and Related Transactions and Director Independence.

19

33

Item 14

Principal Accountant Fees and Services

33

ITEM 14

Principal Accounting Fees and Services.

20

PART IV

PART IV

Item 15

Exhibits

35

ITEM 15.

Exhibits, Financial Statement Schedules

21
SIGNATURES22







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FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:


·

The availability and adequacy of our cash flow to meet our requirements;

·

Economic, competitive, demographic, business and other conditions in our local and regional markets;

·

Changes or developments in laws, regulations or taxes in our industry;

·

Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

·

Competition in our industry;

·

The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

·

Changes in our business strategy, capital improvements or development plans;

·

The availability of additional capital to support capital improvements and development; and

·

Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


Use of Term

Except as otherwise indicated by the context, references in this report to “Company”, “we”, “us”, “our” and “VNRX” are references to VolitionRX Limited.  All references to “USD” or United States Dollars refer to the legal currency of the United States of America.






PART 1


I

ITEM 1.   BUSINESS


ITEM 1.    BUSINESS


Corporate History and Organization


Standard

The Company was incorporated on September 24, 1998 and has no subsidiaries and no affiliated companies.  It has not been in bankruptcy, receivership or similar proceedings since its inception.  Nor has it been involved in any material reclassification, merger, consolidation or purchase or sale of any significant assets not in the ordinary courseState of business.  Standard’s executive offices are located at 557 M. Almeda Street, Metro Manila, Philippines.


Delaware under the name Standard Capital Corporation.  The original business plan of the Company was engaged into acquire and develop mineral properties.  The Company leased the exploration ofrights to explore a mineralmining claim known as the “Standard”Standard (the “Standard Claim”), but allowed the propertylease to lapseexpire in February 2008 and2008.  The Company no longer has any rights to the minerals on the Standard Claim nor does it have any liabilities attached to the claim itself.claim.  


On September 26, 2011, the Company, then under the name Standard Capital Corporation, and its controlling stockholders (the “Controlling Stockholders”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Singapore Volition Pte Limited, a Singapore registered company (“Singapore Volition”) and the shareholders of Singapore Volition (the “Volition Shareholders”), whereby the Company acquired 6,908,652 (100%) shares of common stock of Singapore Volition (the “Volition Stock”) from the Volition Shareholders.  In exchange for the Volition Stock, the Company issued 6,908,652 shares of its common stock to the Volition Shareholders.  The Share Exchange Agreement closed on October 6, 2011.


As a result of the Share Exchange Agreement, Singapore Volition became our wholly-owned operating subsidiary and the Company now intends to carry on the business of Singapore Volition as its primary business.  Singapore Volition has two subsidiaries, Belgian Volition SA, a Belgium registered company (“Belgian Volition”), and HyperGenomics Pte Limited, a Singapore registered company (“HyperGenomics Pte Limited”).  Singapore Volition owns 99.9% of the issued and outstanding shares of Belgian Volition and 100% of the issued and outstanding shares of HyperGenomics Pte Limited.


On September 22, 2011, the Company filed a Certificate for Renewal and Revival of Charter (“Certificate for Renewal”) with the Secretary of State of Delaware, to reinstate the Company’s Certificate of Incorporation. Pursuant to Section 312(1) of the Delaware General Corporation Law, the Company was revived under the new name of "VolitionRX Limited."  The name change to VolitionRX Limited was approved by FINRA on October 7, 2011 and became effective on October 11, 2011.


Description of Our Business


The Company is referred to as being ina life sciences company focused on meeting the “pre-exploration” stage by its auditors.  This term is generally used in Financial Accounting Standards to describe a company seeking to develop its ideasurgent need for accurate, fast, inexpensive and products.   Standard is notscalable tests for detecting and diagnosing cancer and other diseases.  We are in the development stage with regardsof our operations and are in the process of discovering, developing and commercializing diagnostic tests.  We believe that our tests will be able to any mineral claim since at present it has no mineral claim.  Standardbetter detect and characterize cancer and other disease states than existing methods, which in turn will provide better patient outcomes and contain healthcare costs.  We focus on blood-based tests that we intend to sell through various channels within the United States and throughout the world, subject to regulatory clearance or approval.


We do not anticipate earning revenues until such time as we able to fully market our products.  For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. The ability of the Company to continue as a going concern is purely an exploration company which presently is seeking an exploration property.


Standard has no revenue to date from its prior exploration activities on the Standard claim, anddependent upon its ability to affectsuccessfully accomplish its plans for the future will depend on the availabilityplan of financing.  Such financingoperations described herein and eventually attain profitable operations.


We anticipate that any additional funding that we require will be required to acquire a new mineral and to explore it to a stage where a decision can be made by management as to whether an ore reserve exists and can be successfully brought into production.  Standard anticipates obtaining such funds from its directors and officers, financial institutions or by way of the sale of its capital stock in the future, but there can be no assurance that Standard will be successful in obtaining additional capital for exploration activities in the futureform of equity financing from the sale of its capital stockour common stock.  However, there is no assurance that we will be able to raise sufficient funding from the sale of our common stock.  The risky nature of our business enterprise places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as our products are available on the market.  We do not have any arrangements in otherwise raising substantial capital.

place for any future equity financing.  If we are unable to secure additional funding, we will cease or suspend operations.  We have no plans, arrangements or contingencies in place in the event that we cease operations.





Standard



The Market


Everyone in the world has, or will be, touched by the effects of cancer. It is responsibleone of the world’s most deadly diseases, accounting for filing various forms witharound 13% of annual global deaths.1 In the United States Securitiesalone, there are 13.8 million cancer survivors. By 2020, this figure is expected to rise to 18.1 million and Exchange Commission (the “SEC”)the cost of cancer to the U.S. is projected to reach $158 billion.2 These figures are mirrored in all regions of the world and will continue to grow as populations age. This is a large potential market of which diagnostics will be a significant part.


Inevitably, the chances of surviving cancer are greatly improved by early detection and diagnosis, however, there is currently no screening test for cancer in general, and very few effective mass screening tests for specific cancers.  Further, current methods of cancer diagnosis are not cost effective and cannot provide accurate results.  The inadequacy of existing diagnostic products means that most cancers are only diagnosed once the cancer is well established. By this stage, it will often have spread beyond the primary tumor (metastatic cancers), making it substantially more difficult to treat.  Early, non-invasive, accurate cancer diagnosis remains a great unmet medical need and a huge commercial opportunity. For these reasons cancer diagnostics is an active field of research and development both academically and in industry.


The global In-Vitro Diagnostics (IVD) market is forecast to grow at a rate of 6% to reach $50.0 billion in 2012, driven by the increasing health care demands of an ageing population.  The market has been growing at a rate of 5-6% in recent years, reaching a value of $36.5 billion in 2007.3 The largest IVD market segment is diabetes diagnostics with a value of $10 billion.4 The cancer IVD market comprising cancer blood and tissue biopsy tests was $4.7 billion in 2008 and growing at 11%.5


Of this the two largest IVD market segments are:


·

Histology, immunohistochemistry and cytology of tissue samples (45% of IVD sales or approximately $2 billion). These are mostly used to confirm cancer diagnosis post-surgery and to determine cancer sub-type; and


·

Immunoassays, mostly of blood samples (30% of IVD sales or approximately $1.5 billion). These are mostly used to monitor for disease progress and relapse. This market segment includes Nucleosomics products which are blood immunoassay tests for modified histones for the diagnosis and prognosis of cancer.


The IVD market (all disease areas) is highly consolidated with the top 10 companies taking an 80% market share. Roche Diagnostics is the largest single company by market share with 20%. Siemens and Abbott both have 12% market share.6 The cancer IVD market also contains many smaller development companies developing and selling novel products, such as Form 10Kthe Company.


The Company is responding to the need for early, accurate diagnostic tests with its proprietary NucleosomicsTM (“NuQTM”) technology and Form 10Q.

products.  The Company’s range of products will continue to expand over the next 5-10 years with both general and specific cancer tests, on increasingly simple formats.














1

Cancer - Fact sheet N°297,World Health Organization, [online], Available at: http://www.who.int/mediacentre/factsheets/fs297/en/index.html,[accessed 8.23.2011]

2

Mariotto AB et al., Projections of the cost of cancer care in the United States: 2010-2020. Jan 19, 2011,JNCI, Vol 103, No.2

3

The Top Ten Global In-Vitro Diagnostics Companies, March 6, 2009, [online], Available at:  http://store.business-insights.com/Product/?productid=BI00021-001, [accessed 8.29.2011]

4

Diagnostics: Testing systems prove their worth, July 1, 2008, [online], Available at: http://www.ft.com/cms/s/0/47c5ec16-477e-11dd-93ca-000077b07658,dwp_uuid=322c9222-4712-11dd-876a-0000779fd2ac.html, [accessed 8.29.2011]

5

Cancer IVD market expands to meet customer demand, May 1, 2008, [online], Available at:  http://www.ivdtechnology.com/article/cancer-ivd-market-expands-meet-customer-demand, [accessed 8.29.2011]

6

The Top Ten Global In-Vitro Diagnostics Companies, March 6, 2009, [online], Available at:  http://store.business-insights.com/Product/?productid=BI00021-001, [accessed 8.29.2011]








Our Products


The shareholdersCompany’s existing products, as well as those that are currently in the development pipeline, are described in detail below:


NuQTM Suite of Epigenetic Cancer Blood Tests


Epigenetics is the science of how genes are switched “on” or “off” in the body’s cells. A major factor controlling the switching “on” and “off” is the structuring of DNA. The DNA in every human cell is not a random string but wound around protein complexes in a “beads on a string” structure. Each individual “bead” with associated DNA coiled around it is called a nucleosome. These nucleosomes then form additional structures with increasingly dense packing, culminating in chromosomes containing hundreds of thousands of nucleosomes.  



Cancer is characterized by uncontrolled and rapid cell growth and also by an approximately matched, but slightly less, rapid cell death rate. When the cells die, the DNA is chopped up into individual nucleosomes which are released into the blood as summarized in Figure 2 below.  When cells break up, they end up in the bloodstream to be recycled back into the body. When a cancer is present, the number of cells being recycled is far higher than in a healthy body, so the system is overwhelmed, leaving the excess broken-up pieces, including the nucleosomes, in the blood.




The structure of nucleosomes is not uniform but subject to immense variety. It is has been known for 4 or 5 years that nucleosomes in cancer cells are different in structure from those in healthy cells.1 The Company has developed tests for some of the major nucleosome varieties and we have shown that we can detect the nucleosome patterns that are specific to cancer in the blood. Furthermore, we have shown that the nucleosome varieties also differ between cancer types (to distinguish for example between cancer of the pancreas, colon or mouth).






1

Fraga MF et al., “Loss of acetylation at Lys16 and trimethylation at Lys20 of histone H4 is a common hallmark of human cancer”,Nature Genetics, Vol 37 (4), p391-400, 2005






Blood nucleosome levels are raised in conditions other than cancer including in auto-immune disease, inflammatory disease, endometriosis, sepsis, and in the immediate aftermath of major trauma (for example following a heart attack, surgery or car accident). The Company’s primary focus is on cancer but we will also pursue diagnostic opportunities in other disease areas.


The Company’s NuQTMblood test products fall into 4 main types and will complement each other to provide a total solution:


·

NuQTM:  A general test for the detection of the level of all nucleosomes in a patient’s blood.


·

NuQ-XTM:  We currently have two tests in the NuQ-XTM family. They are tests for the detection of nucleosomes containing specific nucleotides are used as a blood test for the presence of cancer. So far we have tested blood samples from lung, colon, pancreatic and oral cancer patients taken on diagnosis prior to treatment. To date, every blood sample taken from patients with cancer that we have tested is clearly positive in both of the NuQ-XTM tests (100%). All blood samples taken from healthy patients have tested clearly negative in both tests (0%). Further clinical testing is necessary, but NuQ-XTM tests have great potential to fulfil the “holy grail” of a simple screening blood test for cancer.


·

NuQ-VTM: We currently have four tests in the NuQ-VTM family. These are tests for the detection of nucleosomes containing specific histone variantsand are used as a blood test for cancer. Additionally, we have found that the pattern of blood levels of the different types of histone variants in nucleosomes is different for different cancer types. NuQ-VTM test levels are raised in 85% of blood samples taken from patients with cancer that we have tested to date and, as well as detecting cancer, the patterns can distinguish between different cancer types. The Company will develop further NuQ-VTM tests to distinguish all the main cancer types and to increase the cancer detection rate of NuQ-VTM even higher from 85%.


·

NuQ-MTM:  We currently have one test in the NuQ-MTM family. This test is for the detection of nucleosomes containing modified histones, the proteins that package and order DNA into nucleosomes, and can be used as a blood test for cancer. Our development work with this family of tests is at an earlier stage. The Company will develop many more such tests and the intention is to use them in a similar way to that described for the NuQ-VTM tests above.


We believe our products will enable doctors to screen for cancer using a NuQ-XTM test with a high detection rate (we have observed a 100% detection rate to date) and, if cancer is detected, to use NuQ-MTM and NuQ-VTM tests to investigate which cancer is present  (up to 85% accuracy of those tested to date).


The Company will bring its suite of NuQTM blood tests to the market at the end of 2011 to meet the strong need for cancer diagnostics.


NuQTM Research Products


The Company has already developed a number of NuQTM tests that it is using for clinical validation. In addition to their application in diagnostics, these products are useful research tools and will be marketed for research use.


The Company is currently organizing the manufacture of its first research use products and will commence sales in late 2011. The research products are semi-manual kits for the simultaneous analysis of 96 blood samples (the usual format for research products). The most expensive component in the manufacture of products are the pairs of antibodies employed. Initially these will be bought in or licensed in at a cost of $14-$94 per kit (for the lowest and highest cost pair we are currently using), but the Company has commenced development of its own antibodies which will reduce costs to less than $10 per kit. Other production costs are less than $30 per kit. Total initial production costs will be around $50-$125 (or $2-$4 per test as samples are usually tested in duplicate, so that a 96 well kit can be used to analyze some 48 samples) and we anticipate a subsequent drop in the production price the first year to approximately $40 per kit. The selling price will be in the region of $700 - $1200. A mock-up of a typical kit is shown in Figure 3 below.







The NuQTM research use kits are run on simple instrumentation available from a wide range of suppliers and found in every research laboratory and hospital. Our own instrument, on which we develop and run the NuQTM tests is shown in Figure 4 below.



NuQTM Clinical Diagnostic Products


There are three main segments to the clinical market addressed by the Company’s products, and the NuQTM tests will be adapted for each of these segments.


·

Centralized High-Throughput, Hospital Laboratories


Centralized laboratories test thousands of blood samples taken from patients everyday mostly using fully automated enzyme-linked immunosorbent assay (“ELISA”) systems, commonly known as random access analyzers, usually supplied by one of the global diagnostics companies.  Tests run on ELISA systems use components of the immune system and chemicals to detect immune responses in the body.  ELISA instruments are used in all major hospital for the analysis of thousands of blood samples every day and can run dozens of different ELISA tests in any combination on any sample and for many samples simultaneously. The systems are highly automated and rapid (as little as 10 minutes for many tests), and can be run at low costs.  A typical example of an ELISA system is shown below in Figure 5.  Our NuQTMproducts are all ELISA tests; thus, we anticipate that our tests will be adopted quickly in the healthcare market because ELISA tests are widely used and well understood by clinicians and laboratory staff.



The patient diagnostics market is much larger than the research use market. However, healthcare providers operate strong cost control policies, and the global diagnostics companies that manufacture random access analyzers (e.g. Abbott) compete on market share and operate on a low price/high volume basis. The analyzers themselves are usually provided at no immediate cost in which the laboratory is “given” the instrument in return for agreeing to purchase minimum test numbers at given prices for a given time (this is somewhat similar to consumer mobile telephone contracts in which the phone itself is provided “free”). When the contract is complete the customer gets a “free upgrade” to the latest instrument upon signing a new contract.


One option open to the Company is to license our NuQTM technology on a non-exclusive basis to a global diagnostics company, with an estimated revenue on such a license of approximately $10 per test. The other option, which is the usual way that small innovative companies with high value ELISA products enter the centralized laboratory market, is to sell manual and/or semi-automated 96 well ELISA plates for use by these laboratories. In this way, small ELISA diagnostic companies are able to command prices in the range of $20-40 per test, dependent on the clinical benefit and health care cost saving benefits of the particular test. We have conducted end user research with the heads of centralized laboratories and we believe the Company’s products will command the high end of this price range.






·

Point-of-Care Devices:  These are small instruments that perform tens of ELISA tests per day rapidly on blood taken from a finger prick.  The instruments can be found in any oncology clinic and tests can be performed during patient consultations. The Company will contract with an instrument manufacturer to produce these instruments for point-of-care NuQTM testing for the oncologist’s office, general doctor’s office or at home testing.  See Figure 6 for an example of a point-of-care device.  The Company expects to enter the point-of-care clinical market in 2013, as the Company will first need to adapt its tests to these small instruments and demonstrate their success in the greater diagnostics market before these products will be adopted by others in the industry.



·

Disposable Home Use or Doctor’s Office Tests:  These tests are single shot disposable devices which can be purchased over the counter at any chemist shop that test a drop of blood taken from a finger prick.  The test is administered at a doctor’s office using a point-of-care device or at home using a home testing kit, neither of which require laboratory involvement.  Thus, the patient experiences considerably lower costs using these tests as compared to traditional laboratory tests.


The Company will contract with a specialist company to adapt the NuQTM tests to this doctor office or home use system and contract with their manufacture. The sale of these tests will initially be for professional use only and will likely be released at a later time for non-professional use. Figure 7 below shows a basic home use test on the left which displays the results of the test in the two windows, similar to a pregnancy test. The test on the right is more sophisticated and plugs into a meter or the USB port of a computer for analysis and interpretation.



The self-use home testing kit market is massive in size and potentially highly profitable, as the format is very easy to use and reproduce and does not rely on laboratory processing. There are currently no useful diagnostics tests suitable for mass screening for cancer in general through a simple point-of-care or self-use home testing kit.  About 30% of the population in developed countries are over the age of 50 and would be likely candidates for mass cancer screening, were such at home tests available.  On a 5-yearly screen basis, the Company estimates this represents some 40 million tests per annum in the U.S. and Europe, for which we would expect to conservatively sell at a price of at least $30-40 per test.  The tests are expected to cost approximately $5-6 each to manufacture. Given that the price charged to the user should be approximately $30-$40, the margin appears very attractive and the cost benefit to the patient compelling.  The potential total market size for NuQTM self-tests is over a billion dollars annually, based on 30 million test sales worldwide per year.







HyperGenomicsTM


The Company is in the process of developing its HyperGenomicsTM tests, which will be administered once cancer has been detected to accurately determine the specific subtype of disease and to help decide the most appropriate therapy. Selecting the correct treatment approach can significantly improve outcome, reduce side effects and deliver cost savings.  The Company believes the hypergenomic technology has the potential to be as ground breaking and revolutionary as our NuQTM suite of tests, as HyperGenomicsTM-based tests would provide detailed information on the specific cancer and the individual’s prognosis, and would help guide treatment.


The Company estimates that 10 million biopsy tests are performed annually in the U.S. with over a million in prostate cancer alone. Around 240,000 of these are positive and would be suited for hypergenomic profiling. A similar number are performed in Europe and in the rest of the world. Such tests command high prices. For example Mammaprint, a prognostic gene array for predicting breast cancer recurrence, has a list price of $4250/2675 with over 14,000 tests carried out since approval by the FDA in 2007. On the reasonable basis that a HyperGenomicsTM test would be priced comparatively, the potential annual market size for HyperGenomicsTM tests would be in the hundreds of millions of dollars within 5 years.


The Company will spend the fourth quarter of 2011 and the first quarter of 2012 in technical validation of this technology.  In parallel, a pre-assembled kit will be developed to service the rapidly expanding life-science/epigenetics research community and will complement the Nu-QTM range of epigenetics research tools and kits.  In addition to continued method refinement of the HyperGenomicsTM technology, the Company will develop a robust bioinformatics platform, which shall combine the HyperGenomicsTM technology with computer science and information technology, to process and analyze data and store information. The Company expects its HyperGenomicsTM products to be rolled out onto the market within the next two years.


Endometriosis Test


Endometriosis is a progressive gynecological condition that affects one in ten women of childbearing age and approximately 176 million women worldwide. The disease is the leading cause of infertility in women, with up to 40% of all infertile women suffering from endometriosis.  There is currently no existing non-surgical diagnostic test for endometriosis.  Diagnosis is typically made via invasive and expensive laparoscopy, followed by a histological examination of any lesions found to confirm the diagnosis. Due to difficulties in this process, the diagnosis can take approximately 9 years from when the symptoms appear.  The lack of a suitable screening test has also held up development of a cure for the disease.  


Singapore Volition acquired the patent application for an endometriosis test in June 2011 and the Company is now in the process of developing the test, based on its existing NuQTM technology.  The test will be a simple blood test taken at two stages of a woman’s menstrual cycle, during menses and partway through the month. If the two measurements show quantitative differences in total nucleosome level, endometriosis is indicated.


Hypothesis-testing and clinical proof of concept work (to demonstrate that the test is feasible or has the potential to be used and effective) on the endometriosis test is currently being carried out in the Company’s laboratory. The Company will continue with validation of its NuQTM based endometriosis tests through the fourth quarter of 2011. The Company will review the best ways of commercializing a product in the late first quarter of 2012 if the validations continue to prove its diagnostic potential.   If the Company is successful in developing a reliable test, we believe that there would be significant interest from large pharmaceutical companies in partnering with the Company.







Product Development


The Company’s first products, the epigenetic cancer blood tests based on our proprietary NuQTMtechnology, are in development and will be released for research use by the first quarter of 2012.  


The Company will focus its energies in 2012 on bringing its NuQTM, NuQ-XTM and NuQ-VTM products to the market, while secondarily working on the proof of concepts and validations for NuQ-MTM, Hypergenomics (“NuQ-IHC”) and Endometriosis (“NuQ Endo”) products.


A graphic representation of the developmental stage of each of the Company’s product lines at the end of third quarter of 2011 is as follows:



Plan of Operations / Sales and Marketing Strategy


The first use of our NuQTM products will be for research, as the research market has lower regulatory barriers and is faster to adopt new products than the clinical diagnostics sector.  We believe that by selling our products in the research market, we will drive awareness of our Company and our products which in turn, will lead to future sales in both the research and clinical markets.  The Company’s products will be available for purchase in the first quarter of 2012 to researchers via the Company’s product website, http://www.nucleosomics.com.  Initially, the Company will provide its products to four carefully chosen opinion leaders to provide further validation and product feedback.  The Company intends to choose a sales partner for its NuQTM research products in the first quarter of 2012, which will further drive sales in this market.  Additionally, the Company will manufacture an initial run of 1,000 NuQTM kits in late fourth quarter of 2011.  We expect our first revenues to be generated from the sales of these kits to researchers, closely followed by sales of NuQ-VTM and NuQ- XTMin the research market.   


Further, it is expected that the Company will obtain CE Marking for its products in late 2012 which will allow for the NuQTM tests to be used in a clinical setting in Europe. FDA approval is expected in 2013 which will allow for clinical use of our products in the U.S.  Once the products have received the requisite approval from the FDA and CE Marking, the Company will begin selling its products for both research and clinical use, starting in Europe, followed by the U.S. and then the rest of the world, with a focus on Asia.  The Company will use the following methods to generate revenues from its NuQTM products:


·

Direct Sales:  As the Company wants to get its products to market as quickly as possible, direct sales will be the first path to market the suite of NuQTM products as well as all of the Company’s other products when they are first available for sale. Initial sales will be achieved through strong existing contacts, a dedicated product website and a distribution agent to handle the physical logistics.


·

Product Sales Partners:  When sales volumes increase, the vast majority of sales of diagnostic and research products will be carried out using contracted sales and marketing partners. This will be organized by territory, by region and end user, e.g. clinical vs. research.


·

Distribution Agreements:  Distribution agreements will be used primarily in markets and territories where the Company has no real prospect of obtaining traction alone or where the entry barriers are high. The Company will enter into tightly drawn distribution agreements outlining the territory and sectors to be covered.  Control will be maintained by the Company through strict oversight and by centralized production centers that will provide supplies to distributors.







The Company’s NuQTM products will require several dynamic and evolving sales models tailored to different worldwide markets, users and products. The Company has decided to focus its sales strategy on the initial research markets in 2012 and develop a flexible strategy for its clinical products through the second and third quarters of 2012.  We predict relatively low sales to researchers initially, but expect rapid growth as our products become standard, progressing to large volumes of tests sold to centralized laboratories and eventually reaching the mass diagnostics testing market.  The exact nature of the ideal sales strategy will evolve and be developed by the Company as the list of products and markets grow.


Intellectual Property


The Company holds seven families of patents covering its current product pipeline.  Three of these are licensed form world-class research institutions, two are patents authored by Belgian Volition and two are patents authored by Singapore Volition.  The Company will continue to apply for patents for further developments. The Company’s IP gives it a very strong and varied base from which to protect both its suite of NuQTM products and other products under development as it continues to make innovative breakthroughs.


NucleosomicsTM IP


·

Singapore Volition holds an exclusive license to the following patent from Chroma Therapeutics Limited:


Nucleosomics  WO2005019826:  Detection of Histone Modifications in Cell-Free Nucleosomes (Patent that underlies the NuQ-MTM tests)


Priority:  August 18, 2003


Status:  Granted in Europe; Pending in U.S.


·

Singapore Volition holds the worldwide exclusive license in “the field of cancer diagnosis and cancer prognosis” for the following patent from the European Molecular Biology Laboratory:


EMBL Variant Patent WO2011000573:  Diagnostic Method for Predicting the Risk of Cancer Recurrence based on MacroH2A Isoforms


Priority:  July 2, 2009


Status:  Pending Worldwide


·

Belgian Volition authored the following patent application covering its total NuQTM assay technology:


NuQ Patent UK1115099.2 and U.S. 61530300:Method for Detecting Nucleosomes


Priority: September 1, 2011


Status: Pending Worldwide


·

Belgian Volition authored the following patent application covering its NuQ-VTM technology:


NuQ-V Patent UK1115098.4 andU.S. 61530304:  Method for Detecting Nucleosomes containing Histone Variants


Priority: September 1, 2011


Status: Pending Worldwide


·

Singapore Volition authored the following patent application covering its NuQ-XTM technology:


NuQ-X Patent UK1115095.0 and U.S. 61530295: Method for detecting Nucleosomes containing Nucleotides


Priority: September 1, 2011


Status: Pending Worldwide







HyperGenomicsTM IP


·

HyperGenomics Pte Limited holds a worldwide exclusive licence to the following patent application from Imperial College, London:


HyperGenomics WO03004702:  Method for Determining Chromatin Structure


Priority:  July 5, 2001


Status:  Pending in Europe and U.S.


Endometriosis IP


·

Singapore Volition authored the following patent application for its endometriosis test:


Endometriosis Diagnostic UK1012662.1:  Method for Detecting the Presence of a Gynaecological Growth


Priority:  July 19, 2011


Status:  Pending Worldwide


Future IP Strategy


Both the NuQTM and HyperGenomicsTM technologies will continue to give rise to multiple products in the cancer and other diagnostic fields. The Company’s strategy is to protect thetechnologies with patents in Europe and the U.S. Following product development, each product,based on the technologies, will be further protected individually by new patent filings worldwide.


This will provide:  


·

Ensured market exclusivity through a double layer of patent protection (primarily the protection of the underlying technology on which all the tests are based and, secondarily, specific patent protection for each product).


·

A full 20-year protection for each new product developed (e.g. a NuQTM product developed in 2010 would continue to be protected in all markets until 2030, beyond expiration of the parent technology patent in 2023).








Trademarks


Singapore Volition has applied for trademarks for the following terms:


·

Nucleosomics

·

HyperGenomics

·

NuQ (covers associated brand names including NuQ-M, NuQ-V, NuQ-Endo, etc.)


The Company is entitled to use “TM” in association with these terms until final decisions on the registration of the applications are due in early 2012.


Government Approval


All of the Company’s NuQTM suite of products are non-invasive, meaning they cannot harm the subject other than through misdiagnosis. As a general principle, to achieve regulatory approval the Company would only need to prove that the products work according to the claims that the Company makes.   


The Company’s strategy is to begin selling products for research purposes that require minimal regulatory approval, while simultaneously going through the process of obtaining regulatory approval for the products to be used clinically on cancer patients.  The Company will first focus on the regulatory process in Europe, due to the granted patent for NuQTMand lighter regulatory requirements for the Company’s initial lab products. This will be followed closely by the regulatory process in the U.S. and in the rest of the world.  Planning for the rest of the world is being undertaken and will be initiated after CE Marking (described below).  In many territories the European CE Mark is sufficient to place products on the market and, where it is not, it often simplifies the regulation processes.


Europe – CE Marking


Conformité Européenne (“CE”) Marking is a rough equivalent of the United States’ Food and Drug Administration (“FDA”) approvals process, although is a somewhat lighter regime. Manufacturers in the European Union (“EU”) and abroad must meet CE Marking requirements where applicable in order to market their products in Europe.  The CE Mark certifies that a product has met EU health, safety, and environmental requirements, which ensure consumer safety.  To receive the CE Mark, the Company must meet certain standards and follow certain procedures as set forth in the In Vitro Diagnostic Medical Devices Directive which applies to the Company’s diagnostic products.  


European national agencies, such as Customs authorities and/or the Departments of Health, Industry and Labor, conduct market surveillance to ensure the provisions of the applicable Directive have been met for products marketed within the EU. In pursuit of this goal, surveillance authorities will: i) visit commercial, industrial and storage premises on a regular basis; ii) visit work places and other premises where products are put into service and used; iii) organize random checks; and iv) take samples of products for examination and testing.  If a product is found to be noncompliant, corrective action will depend on and be appropriate to the level of noncompliance.  Others responsible for the noncompliance of the product will be held accountable as well. Penalties, which may include imprisonment, are determined by national law.


In compliance with the In Vitro Diagnostic Medical Devices Directive and the CE Marking process, the Company has ensured that all development and validation is carried out in a manner consistent with regulatory approval and has maintained proper records so that its products can be approved as quickly and simply as possible.  The Company has engaged a regulatory consultant to ensure that all of its procedures are fully compliant.   Further, the Company is working with EU regulatory professionals to obtain market approval and begin clinical validation.  


The Company expects that CE Mark approval for the Company’s first clinical products will be achieved by the end of 2012, at which point the first sales of our clinical products can occur in Europe.  Further, the Company expects that FDA approval in the U.S. will follow approximately 9 months later in 2013.  FDA approval is more expensive and will take at least twice as long as CE Marking in Europe.







U.S. – FDA Approval


The Company’s diagnostic products are considered by the FDA to be “medical devices”. Among other things, the FDA regulates the research, testing, manufacturing, safety, labeling, storage, recordkeeping, pre-market clearance or approval, marketing and promotion, and sales and distribution of medical devices in the U.S. to ensure that medical devices distributed domestically are safe and effective for their intended uses. In addition, the FDA regulates the export of medical devices manufactured in the U.S. to international markets.  


Unless an exemption applies, each medical device that we wish to market in the U.S. must first receive either clearance of a 510(k) pre-market notification or approval of a Product Market Application (“PMA”) from the FDA. The FDA’s 510(k) clearance process usually takes from three to twelve months, but it can take significantly longer and clearance is never guaranteed. The process of obtaining PMA approval is much more costly, lengthy and uncertain. It generally takes from one to three years or even longer and approval is not guaranteed.


The FDA decides whether a device must undergo either the 510(k) clearance or PMA approval process based upon statutory criteria. These criteria include the level of risk that the agency determines is associated with the device and a determination of whether the product is a type of device that is similar to devices that are already legally marketed.  Devices deemed to pose relatively less risk are placed in either Class I or II.  Class III devices are those devices which are deemed by the FDA to pose the greatest risk, such as life-sustaining, life-supporting or implantable devices, have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device.  In the U.S., cancer diagnostics are considered Class III products, the highest classification (in Europe, cancer diagnostics are not in the high classification group (except for home use).  As such, most of the Company’s products will likely have to undergo the full PMA process of the FDA.  


A clinical trial may be required in support of a 510(k) submission and is generally required for a PMA application. These trials generally require an effective Investigational Device Exemption (“IDE”), from the FDA for a specified number of patients, unless the product is exempt from IDE requirements or deemed a non significant risk device eligible for more abbreviated IDE requirements. The IDE application must be supported by appropriate data, such as animal and laboratory testing results. Clinical trials may begin 30 days after the submission of the IDE application unless the FDA or the appropriate institutional review boards at the clinical trial sites place the trial on clinical hold.


Once the application and approval process is complete and the product is placed on the market, regardless of the classification or pre-market pathway, it remains subject to significant regulatory requirements. The FDA may impose limitations or restrictions on the uses and indications for which the product may be labeled and promoted. Medical devices may only be marketed for the uses and indications for which they are cleared or approved. FDA regulations prohibit a manufacturer from promoting a device for an unapproved, or “off-label” use. Manufacturers that sell products to laboratories for research or investigational use in the collection of research data are similarly prohibited from promoting such products for clinical or diagnostic tests.  


Further, our manufacturing processes and those of our suppliers are required to comply with the applicable portions of the FDA’s Quality Systems Regulations, which cover the methods and documentation of the design, testing, production, processes, controls, quality assurance, labeling, packaging and shipping of our products. Domestic facility records and manufacturing processes are subject to periodic unscheduled inspections by the FDA. The FDA also may inspect foreign facilities that export products to the U.S.


The FDA has broad regulatory and enforcement powers. If the FDA determines that we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions ranging from public warning letters, fines, injunctions, consent decrees and civil penalties to suspension or delayed issuance of approvals, seizure or recall of our products, total or partial shutdown of production, withdrawal of approvals or clearances already granted, and criminal prosecution. The FDA can also require us to repair, replace or refund the cost of products that we manufactured or distributed. Furthermore, the regulation and enforcement of diagnostics and equipment by the FDA is an evolving area that is subject to change. While we believe that we are in compliance with the current regulatory requirements and policies of the FDA, the FDA may impose more rigorous regulations or policies that may expose us to enforcement actions or require a change in our business practices. If any of these events were to occur, it could materially adversely affect us.


Planned Clinical Validations / Clinical Trials


The Company has commenced background work to prepare for clinical validations and trials for the approvals process in Europe and North America.







Government Regulations


The health care industry, and thus our business, is subject to extensive federal, state, local and foreign regulation. Some of the pertinent laws have not been definitively interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of subjective interpretations. In addition, these laws and their interpretations are subject to change.


Both federal and state governmental agencies continue to subject the health care industry to intense regulatory scrutiny, including heightened civil and criminal enforcement efforts. As indicated by work plans and reports issued by these agencies, the federal government will continue to scrutinize, among other things, the marketing of diagnostic health care products. The federal government also has increased funding in recent years to fight health care fraud, and various agencies, such as the U.S. Department of Justice, the Office of Inspector General of the Department of Health and Human Services, or OIG, and state Medicaid fraud control units, are coordinating their enforcement efforts.


We must also comply with numerous other federal, state, and local laws relating to such matters as safe working conditions, environmental protection, industrial safety, and hazardous substance disposal. We may incur significant costs to comply with such laws and regulations in the future, and lack of compliance could have material adverse effects on our operations.


We believe that we have structured our business operations to comply with applicable legal requirements. However, it is possible that governmental entities or other third parties could interpret these laws differently and assert otherwise.


Competition


We face competition in the cancer diagnostic market primarily from companies such as Abbott Laboratories Inc., Cepheid Inc., Philips, GE Healthcare, Siemens, Gen-Probe Incorporated, MDxHealth SA, EpiGenomics AG, Roche Diagnostics and Sequenom, Inc. We believe that our products compete with those offered by our competitors primarily on the basis of their cost-effectiveness, ease of use, mass screening potential, non-invasiveness, advanced technology, compatibility with ELISA systems, accuracy and strong IP position.


Many of our competitors have substantially greater financial, technical, and other resources and larger, more established marketing, sales and distribution systems than we do. Many of our competitors also offer broader product lines outside of the diagnostic testing market, and many have greater brand recognition than we do. Moreover, our competitors may make rapid technological developments that may result in our technologies and products becoming obsolete before we recover the expenses incurred to develop them or before they generate significant revenue. Our success will depend, in part, on our ability to develop our products in a timely manner, keep our products current with advancing technologies, achieve market acceptance of our products, gain name recognition and a positive reputation in the healthcare industry, and establish successful marketing, sales and distribution efforts.


WHERE YOU CAN GET ADDITIONAL INFORMATION


We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any material filed by Standardour reports or other filings made with the SEC at the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington, DC 20549. The shareholders mayYou can obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that containsYou can also access these reports proxy and information statements, and other information which Standard has filedfilings electronically withon the SEC by assessing the website using the following address:  http://SEC’s web site,www.sec.gov.   Standard has no website at this time.





Planned Business

The following discussion should be read in conjunction with the information contained in the financial statements of 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; consisting mainly of identifying a new mineral claim and preparing the reports filed with the SEC as required.
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ITEM 1A.   RISK FACTORS


Our shareholders and any future investors must be aware

We are a smaller reporting company as defined by Rule 12b-2 of the following risk factors prior to investing in Standard’s common stock.   It must be emphasized that Standard, if anySecurities Exchange Act of these risks become fact, may have to cease operations1934 and our shareholders and any future investors could lose part or all of their investment.


RISKS ASSOCIATED WITH                                                      OUR COMMON STOCK

1.           Penny stock rules may make buying or selling of our shares difficult.

The trading in our shares is subject to the “Penny Stock” rules.  The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.  These rules require that any broker-dealer who recommends our shares to persons other than prior customers and accredited investors, must prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction.  Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure explaining the penny stock market and the risks associated with trading in the penny stock market.  In add ition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.  The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our shares, which could severely limit their market price and liquidity of our shares.  Broker-dealers who sell penny stocks to certain types of investors are not required to comply withprovide the Commission’s regulations concerning the transfer of penny stock.  These regulations require broker-dealers to:

-  Make a suitability determination prior to selling a penny stock to the purchaser;
-  Receive the purchaser’s written consent to the transaction; and
-  Provide certain written disclosures to the purchaser.

From our standpoint, it might be difficult for us to induce new investors to purchase shares since they might not want to be involved in a penny stock company.  Future investors must be aware that our shares are in the classification of a penny stock and therefore be subject to the rules mentioned above and the various limitations associated with these rules.
2.We may, in the future, conduct offerings of our common stock in which case all shareholdings will be diluted.
In the future, we may conduct offerings of shares to finance our exploration activities on a new mineral claim. If we decide to raise money through offerings in the future all shareholders will be diluted.
3.There are certain internal and external forces will affect the value of our trading shares.
The stock market has experienced extreme volatility in recent years and may continue to do so in the future.  We cannot be sure an active public market for our shares will develop or if an active market should develop that it would continue.  The price for our shares is determined in the marketplace and may be influenced by many factors, including both internal and external forces as follows:
- variations in our financial results compared to companies similar to ours; especially in the exploration of a new mineral claim compared to other exploration properties in North America;
- changes in earnings estimates, if any, by industry research analysts for our Company or for similar companies in the same industry;
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- future investors' or other market participants' perceptions of our Company as a current or future investment; and
- general or regional economic conditions normally have a wide impact on the price of shares trading on the stock market and our Company’s shares are affected by changes in such conditions.
The problem we encounter with a volatile stock market, which we have no control over, is that we might not require funds when the market price of our shares are high but when the price is lower we might require funds to maintain the Company.   This would result in having to issue additional shares during lower prices; resulting in a greater dilution effect on our shareholders.
4.We may not be able to maintain a quotation of our common stock on the OTC Bulletin Board due to not filing the required information as it is due, which would make it more difficult for an investor to sell our shares.
We cannot guarantee that it will always be available for quotation. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements per se, to be eligible in maintaining a quotation on the OTCBB, issuers must remain current in their filings with the SEC.  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 required filing during that time.
5.           We are not planning to declare a dividend in either cash or shares in the near future.
We are not planning to declare a dividend in either cash or shares in the near future since our policy will be to retain any earnings received for the future exploration of any mineral claims obtained by us.  Dividends are only declared by your Directors when they feel that surplus funds can be distributed to the shareholders without encroaching upon working capital of our Company.
7.We want to advise our shareholders and future investors that the purchase of shares in our Company involves a high degree of risk.
An investment in the shares of our Company is highly speculative and involves a high degree of risk.   For example, the Company is a start-up situation and the failure rate for most start-up companies is high.  Any person considering an investment in our shares should be fully aware that they could lose their entire investment.

RISK FACTORS ASSOCIATED WITH STANDARD

1.Our auditors have indicated, in their opinion report, a concern regarding the going concern status of our Company.

The auditors have expressed a concern regarding whether our Company will continue as a going concern if it does not receive adequate financing to meet its obligations.  The auditors are indicating there might be substantial doubt regarding our Company’s continuation as an operating concern over the next twelve months.  If our directors are unwilling to advance us some funds to maintain our Company in good standing, there is the possibility that we might cease to be an operating company.  As a shareholder of our Company you should read the auditors’ report and Note 6 to the audited financial statements included ininformation under this Form 10K.

2.We lack an operating history and have accumulated losses, which are expected to continue into the future.

Since inception, we have not realized any revenue to date and have no operating history upon which an evaluation of our future success or failure can be made.  The accumulated loss since February 24, 1998 is $217,237.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
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-  Our ability to successfully acquire and explore a new mineral claim;
-  Our ability to generate future revenues from a viable ore reserve on a new mineral  claim; and
-  Our ability to reduce our exploration costs in order to increase our profit margins.

As in most mineral claims, the chances of success of identifying and developing an ore reserve are extremely remote.  The majority of mining companies never find an ore reserve and therefore are never profitable.

3.Presently we have only three employees and will require additional employees if and when we acquire another mineral claim.

We currently only have three employees, the President, Alexander Magallano, Chief Financial Officer and Chief Accounting Officer, Gordon Brooke and Secretary Treasurer, Rudy Perez.  There is a substantial risk we may not have the funds necessary to hire additional employees that would be needed in any future exploration program on a new mineral claim.

4.We may not be able to raise money for exploration when needed due to the prevailing price of gold which is beyond our control.

Even with gold prices having increased over the past year, there is reluctance in the investment community to consider speculative ventures such as exploration companies.  With this reluctance, we might find it difficult to raise any money and therefore inhibit any future exploration on  a new mineral claim when acquired.   When gold prices are lower, we will have a difficult time to attract money even if we have started to identify gold showings on a future acquired mineral claim.  The market price of gold is beyond our control and will greatly affect our raising of money.

5.We will have to compete with both large and small mining companies for such things as money, properties of merit, workers and supplies.

In both the United States and Canada, there are many large and small mining companies each trying to explore and, hopefully, eventually developing their mineral properties into a producing mine.   We are not in direct conflict with the larger mining companies in North America such as Newmont Mining Corp., Inco Limited, Barrick Gold Corp. and Teck Cominco Limited, to name a few.   These larger companies have the available money to explore their properties and the professional personnel to assist in the exploration process.  Unless a major mineral reserve is discovered by us in the future on a new mineral claim, the larger mining companies would have no interest in either developing the claim themselves or joint venturing with us.  The competition to us would be from the smaller explorati on companies who are competing for money to explore their mineral claims and in hiring professional staff to assist them.  There is only a limited amount of money available for exploration as well as professional personnel during the exploration season.   We might not be able to attract either the money or professional personnel due to the other smaller exploration companies having more money and better known mineral properties.

6.We are a small Company without much money to devote to a full exploration program
on a new and not identified mineral claim.

The small size of our Company and the present lack of money means a limited exploration program on any claim we acquire in the future.  Unless adequate money is raised, we will be unable to devote the time necessary to fully explore a claim.  With only a limited budget for exploration activities, we will not have many employees to perform the exploration activities on any mineral claim.  By limiting our operations, it will take longer to explore a future acquired mineral claim.  Our shareholders should be aware that it might take a number of years to realize any exploration results from our claim due to the present lack of exploration money.
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7.We do not carry a policy for key man insurance, which in the event we wish to replace our management team funds will not be available to do so.

We have not subscribed to a key man insurance policy in the event that our current directors and officers either depart from our Company or meet an untimely end.  There will be no proceeds from insurance to allow us to attract individuals to replace them and it is unlikely we will have extra money on hand to be allocated for this purpose.

8.           No asset to build our future on.

We do not have any assets since the lapse of the Standard claim.   We have not identified any new mineral claim to date to acquire and there is the possibility we might never identify a mineral claim of merit which we can explore and, hopefully, discover a commercially viable ore body.  Until this occurs, we have no assets to build our future on which limits the possibilities of us obtaining fund through a public offering of our shares.

item.


ITEM 1B.   UNRESOLVED STAFF COMMENTS


There are no unresolved staff comments outstanding at the present time.

None.

ITEM 2.PROPERTIES


ITEM 2.      PROPERTIES


Our principal executive office is located at 150 Orchard Road, Orchard Plaza 08-02, Singapore 238841.  We currently rent this space for approximately $1,500 a month.  Currently, this space is sufficient to meet our needs, however, once we expand our business to a significant degree, we will have no mineral claims since we allow the Standard claim to lapse in February 2008 without maintaining it in good standing.find a larger space. We havedo not yet identified another mineral claim and it might take months before we are able to do so.


The Company's Main Product

When the Company identifies and purchases a new mineral claim its primary product will be the sale of minerals, both precious and commercial.  It must be borne in mind that no minerals may be found oncurrently own any new mineral claim.

Investment Policies

The Company does not have an investment policy at this time.  Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest.   Presently the Company does not have any excess funds to invest.

real estate.

ITEM 3.LEGAL PROCEEDINGS


ITEM 3.      LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no legal proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to which Standard is a party, nor to the best of management’s knowledge are any material legal proceedings contemplated.

our interest.


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

[REMOVED AND RESERVED]





There has been no Annual General Meeting of Stockholders since November 2005.  Management has not yet determined a date for holding the next Annual General Meeting of Stockholders.
-8-



PART 11


II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES


Since inception, Standard

ITEM 5.

MARKET FOR THE COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


Common Stock


Our common stock is currently quoted on the OTC Bulletin Board. Our common stock has been quoted on the OTC Bulletin Board since April 12, 2007 under the symbol “SNDC.OB.”  Effective October 11, 2011 our symbol was changed to “VNRX.OB” to reflect the Company’s name change.  Because we are quoted on the OTC Bulletin Board, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.


Fiscal Quarter

High

Low

First Fiscal Quarter (Sept. 1, 2010 – Nov. 30, 2010)

--

--

Second Fiscal Quarter (Dec. 1, 2010 – Feb. 28, 2011)

--

--

Third Fiscal Quarter (Mar. 1, 2011 – May 31, 2011)

--

--

Fourth Fiscal Quarter (June 1, 2011 – Aug. 31, 2011)

--

--

First Fiscal Quarter (Sept. 1, 2011 – Nov. 30, 2011)

3.00

1.50


Record Holders


As at November 28, 2011, an aggregate of 8,120,652 shares of our common stock were issued and outstanding and were owned by approximately 81 holders of record, based on information provided by our transfer agent.


Recent Sales of Unregistered Securities


Other than as previously disclosed, none.


Re-Purchase of Equity Securities


None.

Dividends


We have not paid any cash dividends on itsour common stock since inception and it does notpresently anticipate that itall earnings, if any, will paybe retained for development of our business and that no dividends on our common stock will be declared in the foreseeable future.  As at August 31, 2010, Standard had 46 shareholders; threeAny future dividends will be subject to the discretion of theseour Board of Directors and will depend upon, among other things, future earnings, operating and financial conditions, capital requirements, general business conditions and other pertinent facts.  Therefore, there can be no assurance that any dividends on our common stock will be paid in the future.


Securities Authorized for Issuance Under Equity Compensation Plans

At the Annual General Meeting held on February 20, 2004, the shareholders are anapproved a Stock Option Plan (the “Option Plan”) whereby a maximum of 5,000,000 common shares were authorized but unissued to be granted to directors, officers, consultants and directors.


non-employees who assisted in the development of the Company. The value of the stock options to be granted under the Option Grants and Warrants outstanding since Inception.

Plan will be determined using the Black-Scholes valuation model. No stock options have been granted since Standard’s inception.
under this Plan.  On October 6, 2011, the Company terminated the Option Plan.


There are no outstanding warrants or conversion privileges for Standard’s shares.

ITEM 6.                      SELECTED FINANCIAL INFORMATION

The following summary financial data was derived from our audited financial statements

On November 17, 2011, the Company adopted and approved the 2011 Equity Incentive Plan (the “Plan”), for the year ended August 31, 2010.   The following figures represent only a summary of what is contained in the audited financial statements.  By review the Item 7 entitled “Management’s Discussiondirectors, officers, employees and Analysis of Financial Condition and Results of Operations” and the attached audited financial statements and the notes thereto will assist you in better understanding our financial position.


Statement of Operations
 
 
For the year ended
August 31, 2010
September 24, 1998
(date of incorporation) to
August 31, 2010
   
Revenue
$          -
$            -
Impairment of mineral claims acquisition costs
Exploration costs
-
-
5,000
12,617
General and Administrative 10,947199,620
Net loss(10,947)(217,237)
   
Weighted average shares outstanding (basic)2,285,000 
Weighted average shares outstanding (diluted)2,285,000 
Net loss per share (basic)$ (0.01) 
Net loss per share (diluted)$ (0.01) 
Balance Sheet

Cash
$   485       
Total assets      485
Total liabilities114,772
Total Stockholders’ deficiency
  $ (114,287)



-9-





ITEM 7.      MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Corporate Organization and History Within Last Five years

The Company was incorporated on September 24, 1998 under the lawskey consultants of the State of Delaware.  The Company's Articles of Incorporation currently provide thatCompany.  Pursuant to the Plan, the Company is authorized to issue 200,000,000nine hundred thousand (900,000) restricted shares, of common stock,$0.001 par value, $0.001 per share.of the Company’s Common Stock.  


ITEM 6.   SELECTED FINANCIAL DATA


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.






ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. You should read this report completely and with the understanding that actual future results may be materially different from what we expect. The Company has completed one Regulation D offeringforward-looking statements included in this report are made as of 1,295,000 sharesthe date of its capital stock for $3,050.  In Octoberthis report and November 2005, the Company issued a further 990,000 common shares at a price of $0.05 per share for a totalshould be evaluated with consideration of $49,500.  any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.


LIQUIDITY AND CAPITAL RESOURCES


As at August 31, 2010 there were a total of 2,285,000 common shares issued and outstanding.


LIQUIDITY AND CAPITAL RESOURCES

As at August 31, 2010,2011, the Company had cash of $485$139 and liabilities of $114,772.$127,449.  The liabilities of $97,723$55,572 owed to general creditors are as follows: independent accountants – $47,240$3,900 for preparation and edgarizing financial statements and other reports, $49,672 owed to a former director of the Company and $811$2,000 for other payables.  The amount owed to related parties of $17,049$71,877 is non-interest bearing and has not fixed terms of repayment.  During the current year ended August 31, 2011, the Company has incurred the following expenses:
expenses as compared to the prior year as of August 31, 2010:



Expenditure

 

 

August 31,

2011

 

August 31,

2010

 

 

 

 

 

 

Accounting and audit

i

$

9,700

$

5,450

Bank charges

 

 

102

 

105

Edgar filings

ii

 

1,350

 

750

Filing fees

iii

 

1,243

 

-

Management fees

iv

 

-

 

2,400

Office

v

 

333

 

292

Rent

iv

 

-

 

1,200

Telephone

iv

 

-

 

600

Transfer agent's fees and interest

vi

 

295

 

150

          Total expenses

 

$

13,023

$

10,947


i.

Analysis of accounting and audit for the two years:


 

August 31,2011

 

August 31,2010

 


Filing Date

Internal

Accountant


Auditors


Total

Internal

Accountant


Auditors


Total

 

 

 

 

 

 

 

10-K Aug 31

$  1,750

$  2,750

$  4,500

$    -

$    -

$   - (*)

10-Q Nov 30

1,000

600

1,600

1,250

500

1,750

10-Q Feb 28

1,000

800

1,800

1,250

600

1,850

10-Q May 31

1,000

800

1,800

1,250

600

1,850

 

 

 

 

 

 

 

 

$  4,750

$  4,950

$  9,700

$  3,750

$  1,700

$  5,450


(*)   At the end of the previous fiscal year the Company changed its accounting practice from accruing accounting and audit expense in the current period under examination to recognizing the expense only when paid.


ii.

The increase in edgarizing charges between 2010 and 2011 was twofold: first, the charges relating to August 31, 2010 were not accrued as in prior years but accounted for when paid and, second, an increase of $50 a month for three quarters.  


iii.

During the current year the Company paid its franchise taxes to the State of Delaware in the amount of $234 and paid an initial set up cost of $1,000 for preparation of the XBRL filings.   


iv.

The Company changed its practice for the fiscal year ended August 31, 2011 of accruing management fees, rent and telephone as an expense and crediting Capital in Excess of Par Value.


v.

Office expense during the current year and similar in the prior year mainly relates to courier charges.


vi.

General increase incurred in the invoices from Holladay Stock Transfer during 2011.




ExpenditureAmount
Accounting and auditi         $   5,450
Bank charges105
Edgar filingsii750
Management feesIii2,400
Officeiv292
Rentv1,200
Telephonevi600
Transfer agent's fees and interestvii    150
          Total expenses
        $ 10,947


i.  The Company accrues $500 each for November’s and $600 for February’s and May’s fees to its auditors, Madsen & Associates, CPA's Inc.  In addition, the Company has accrued $1,250 each for its November, February and May 10Qs.


iiThe Company has incurred certain expenses during the year for filing its various Forms 10Qs and 10K with the SEC.  The expense for filing these Forms 10Q was $250 per quarter.

 iii.The Company does not compensate its directors for the service they perform for the Company since, at the present time it does not have adequate funds to do so.  Nevertheless, management realizes that it should give recognition to the services performed by the directors and officers and therefore has accrued $200 per month.  This amount has been expensed in the current period with the offsetting credit being allocated to "Capital in Excess of Par Value" on the balance sheet.  The Company will not, in the future, be responsible for paying either cash or shares in settling this accrual.
-10-


iv.Office expenses of $195 were paid to the Company’s directors for expenditures on behalf of the Company which was mainly courier payments. In addition, the Company incurred $97 for photocopying and fax charges

v.The Company does not incur any rental expense since it used the personal residence of its President.  Similar to management fees, rent expense should be reflected as an operating expense.  Therefore, the Company has accrued $100 per month as an expense with an offsetting credit to "Capital in Excess of Par Value".

vii.The Company does not have its own telephone number but uses the telephone number of its President.  Similar to management fees and rent, the Company accrues an amount of $50 per month to represent the charges for telephone with an offsetting entry to "Capital in Excess of Par Value".

viii.The Company paid Holladay Stock Transfer $100 in service charges and an additional amount of $50 for confirming the share position with Madsen & Associates CPA’s Inc. for audit purposes for the fiscal year ended August 31, 2009.

The Company estimates the following expenses will be required during the next twelve months to meet its obligations:


 
Expenditures
 
Requirements For
Twelve Months
Current Accounts
Payable
Required Funds for
Twelve  Months
     
Accounting and audit1    $   10,050$  47,240 $  57,290
Bank charges             100             -          100
Edgar filing fees2         1,200      -       1,200
Filing fees and franchise taxes3           250           -         250
Office4         1,000         811       1,811
Payment to former director5-49,67249,672
Transfer agent's fees6        1,500         -        1,500
       Estimated expenses 
   $  14,100
$ 97,723
$   118,823




Expenditures

 

 

Requirements

For

Twelve Months

 


Current

Accounts

Payable

 

Required

Funds for

Twelve

Months

 

 

 

 

 

 

 

 

Accounting and audit

1

$

11,200

$

3,900

$

15,100

Bank charges

 

 

100

 

-

 

100

Edgar filing fees and XBRL

2

 

5,480

 

-

 

5,480

Filing fees and franchise taxes

3

 

250

 

-

 

250

Miscellaneous

4

 

-

 

2,000

 

2,000

Office

5

 

1,000

 

-

 

1,000

Payment to former director

6

 

-

 

49,672

 

49,672

Transfer agent's fees

7

 

1,500

 

-

 

1,500

       Estimated expenses

 

$

19,530

$

55,572

$

75,102


No recognition has been given to management fees, rent or telephone since, at the present time, these expenses are not cash oriented.


1.

Accounting and auditing expense has been projected as follows:


FilingsAccountantAuditorsTotal
    
Form 10K – Aug 31, 2010               $     1,750    $        2,750   $          4,500
Form 10Q – Nov. 30, 2010             1,250              600           1,850
Form 10Q - Feb 28, 2011                 1,250                600             1,850
Form 10Q – May 31, 2011                 1,250    600             1,850
    
 
     $     5,500
  $      4,550
  $      10,500

Filings

 

Accountant

 

Auditors

 

Total

 

 

 

 

 

 

 

Form 10K – Aug 31, 2011

$

1,750

$

3,300

$

5,050

Form 10Q – Nov. 30, 2011

 

1,250

 

800

 

2,050

Form 10Q - Feb 28, 2012

 

1,250

 

800

 

2,050

Form 10Q – May 31, 2012

 

1,250

 

800

 

2,050

 

 

 

 

 

 

 

 

$

5,500

$

5,700

$

11,200


      2.Edgar filing fees comprise the cost of filing the various Forms 10K and 10Qs on Edgar.  It is estimated the cost for each of the Form 10Qs will be $250 and the cost of filing the 10K will be $450.
      3.


2.    

It is estimated the cost of filing the Form 10-Q-K and 10-Qs via Edgar with XBRL attachments with be approximately $1,370 per quarter.  

3.     

Filing fees for the Annual Report with the State of Delaware.   


4.

A loan for an unrelated company which has no specific terms of repayment nor bears any interest thereon.


5.   

Relates to photocopying, faxing and courier charges expected to be incurred in the forth coming year.


6.

In 2008, Del Thachuk resigned as a director and officer and the amount owed to him was re-allocated to Accounts Payable from Due to Director.   The amount is on a demand basis and bears no interest.


7.   

Estimate of the fees to Holladay Stock Transfer for work to be performed by them in the future.  

The Company Corporation as registered agent are $250 per year.

-11-


      4. Relates to photocopying and faxing and miscellaneous directors’ expenses based

      5.In 2008, Del Thachuk resigned as a director and officer and the amount owed to him was re-allocated to Accounts Payable from Due to Director.   The amount is on a demand basis and bears no interest.

      6. Estimate of the annual fee to Holladay Stock Transfer for work to be performed by them in the future.
Standard will have to raise funds to settle the balance of the outstanding liabilities if it wishes to continue to operate in the future.


Standard does not expect to purchase or sell any plant or significant equipment during the next year.

Standard

The Company does not expect any significant changes in the number of employees.

Trends


Going Concern


We are in the pre-explorations stage, have not generatedattained profitable operations and are dependent upon obtaining financing to pursue any revenueextensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or  uncertaintiessignificant off-balance sheet arrangements that have had, or are reasonably likely to have a material impactcurrent or future effect on our business or income, either in the long term of short term, other than as described  in this section or in ‘Risk Factors’.

Critical Accounting Policies
Our discussion and analysis of its financial condition, andchanges in financial condition, revenues or expenses, results of operations, including the discussion on liquidity, andcapital expenditures or capital resources that are based uponmaterial to stockholders.






Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.


Critical Accounting Policies


Our financial statements whichand accompanying notes have been prepared in accordance with United States generally accepted accounting principles generally accepted in the United States.applied on a consistent basis. The preparation of these financial statements in conformity with U.S. generally accepted accounting principles requires usmanagement to make estimates and judgmentsassumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and relatedthe disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates itsliabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates and judgments.

The going concern basisthat we use to prepare our financial statements. A complete summary of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitmentsthese policies is included in the normal coursenotes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of business. Certain conditions, discussed below, currently exist which raise substantial doubt uponits first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the validitybeginning of each entity’s first fiscal quarter beginning after issuance of this assumption.Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.”  The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted.  The adoption of this standard did not have a material effect on the Company’s consolidated financial statements.  


In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements doare issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard did not includehave a material effect on the Company’s consolidated financial statements.  


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any adjustmentsmaterial impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might result from the outcomehave a material impact on its financial position or results of operations.


Contractual Obligations


We are a smaller reporting company as defined by Rule 12b-2 of the uncertainty.

Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.







Not Applicable.


ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


The financial statements attached to this Form 10-K for the year ended August 31, 2010 have been examined by our independent accountants, Madsen & Associates CPA’s Inc. and attached hereto.



-12-






The following financial statements are included in this report:

Title of DocumentPage
Report of Madsen & Associates, CPA’s Inc.23
Balance Sheet as at August 31, 2010 and 200924
Statement of Operations for the years ended August 31, 2010 and 2009 and for the period from September 24, 1998 (Date of Inception) to August 31, 201025
Statement in Changes in Stockholders’ Equity for the period from September 24, 1998 (Date of Inception) to August 31, 201026
Statement of Cash Flows for the years ended August 31, 2010 and 2009 and for the period from September 24, 1998 (Date of Inception) to August 31, 201027
Notes to the Financial Statements28

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

During the fiscal year ended August 31, 2010 and through the subsequent period to, to the best of Standard's knowledge, there have been no disagreements with Madsen & Associates, CPA's Inc. on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates, CPA's Inc. would have caused them to make a reference in connection with its report on the financial statements for the year.

ITEM 9A                      CONTROLS AND PROCEDURES
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)

VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company as of August 31, 2010 (the “Evaluation Date”). Based on that evaluation,2011)


Consolidated Financial Statements


For 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 Annual Report on Form 10-K for the year endedPeriods Ended August 31, 2011 and 2010 fairly present our financial condition, results






Report of operations and cash flows in all material respects


-13-

Material Weaknesses
Management assessed the effectivenessIndependent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of our internal control over financial reporting asOperations

F-4

Consolidated Statements 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 August 31, 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.
ITEM 9A(T)                                CONTROLS AND PROCEDURES
There were no changes in our internal control over financial reporting during the year ended August 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B                      OTHER INFORMATION                                                       

There is no other information.

PART 111

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth asStockholders’ Deficiency

F-5

Consolidated Statements of August 31, 2010, the name, age, and position of each executive officers and director and the term of office of each director of Standard.


NameAgePosition Held
Term as Director Since
    
  Alexander B. Magallano48      President and Director2007
    
  Rudy Beloy Perez40      Secretary Treasurer2007
    
  B. Gordon Brooke66Chief Financial Officer, Chief Accounting Officer and Director2004

The directors of Standard serve for a term of one year and until their successors are elected at Standard’s Annual Shareholders’ Meeting and are qualified, subject to removal by Standard’s shareholders.   Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.
-14-


Set forth below is certain biographical information regarding each of Standard’s executive officers and directors.

ALEXANDER MAGALLANO is a professional geologist who obtained his Bachelor of Science degree from Ateneo University in Manila in the Philippines in 1983 and subsequently attained a Masters in Geological Sciences in 1989.  From 1990 to 1997 he was employed as a consulting geologist by Abacus Ventures in the Philippines and from 1997 to 2000 by Estrada Mining LLC.   From 2000Cash Flows

F-6

Notes to the present time he has been senior consulting geologist in charge of assigning specific junior geologists to various mining sites to test for specific minerals such as gold and copper for Rustan Resources Inc.

Consolidated Financial Statements

F-7






RUDY BELOY PEREZ is a professional geologist who graduated from the De La Salle University in Manila and subsequently worked from 1990 to 1996 with Lepanto Mining as a junior exploration geologist.  From 1996 to 1999 was employed by Araxa Mining as an exploration geologist in charge of exploration of new properties and from 1999 to the present time has worked as a senior exploration geologist in charge of over 30 other exploration geologists in the search of mineral claims of merit.


B. GORDON BROOKE attended Westwood School Secondary School in Paddington, London, England before becoming an articled clerk in 1961 with Roberts White and Company, Chartered Accountants. In 1967, he continued his articles with FF Sharles & Company, Chartered Accountants, as audit manager and supervisor of audits which entailed general audit, accounting, financial statement presentation for small public companies, including such companies as a dairy, a trade stamp company, automobile dealerships, financing companies, engineering, retailer, wholesalers, barristers and solicitors, antique dealers and clothing manufacturers.  He had total responsibility for the audit of Michael Manufacturing Limited, a public trading company.  This entailed the preparation of all information in the year-end financial statements and all printed matters for exchange filing and information to be distributed to the shareholders.  In 1969, he qualified as a Chartered Accountant for England and Wales and immigrated to Canada where he accepted a position with Deloitte, Haskins and Sells, Chartered Accountants, in Toronto, Canada.  His responsibilities included being an audit supervisor for mainly small and large business clients which included such firms as Wickett & Craig- tanners, Canada Dry Inc. – soft drinks, Chromalox Canada – heating systems, Northern Pigments – paints, to name a few.  In 1972, he accepted a position as assistant to the chief Financial Officer of Candeco Management Inc. of Toronto where his responsibilities included preparation of monthly and annual financial reporting packages for all subsidiaries including corporate tax returns, preparation of all required audit working papers and complete audit files for all subsidiaries, responsibilities for internal control systems f or all operating subsidiaries.  In 1974, he became assistant to the chief Financial Officer of Canadian Chromalox Ltd. in Toronto where he undertook the controller functions from time to time and subsequently became the Ant-Inflation Officer for Canadian Chromalox’s group of companies where he was responsible for all price increase application to Ottawa.  In 1977, with the end of the Anti-Inflation legislation he became an independent financial consultant where he offered the following services: accounting, financial statement presentation, business plans, personal and corporate taxation services, corporate reorganizations and restructurings, prospectus preparation and analysis and public offering advice and service.  His client base consisted of such companies as Spectra Anodizing Inc. – anodizing services, Security Mirror Ltd. – mirror manufacturer, Arco Prime Steel Inc. –steel fabricator and many other small businesses as well as a continuing relations hip with Canadian Chromalox and its subsidiaries.  During this same period of time, Gordon Brooke either owned or was a working shareholder in the following business: Black Swan Investments Inc. 30% shareholder in a pub in Toronto, Octagon Industries Inc. 10% shareholder in a signage company, Reybrooke Housewares – 100% owner in a company licensed with a United Kingdom company for PVC extrusions, Beaver Hill Farm Inc. – 33.3% owner of this company which was a producer of fresh herbs grown under light and sold to over 200 retail outlets in southern Ontario.  In 1997 he became financial consultant to Confectionately Yours Inc. a Toronto based company specializing in large fresh baked goods and cereal bar manufacturer.  His responsibilities were to serve as an interim controller and prepare business plans.  In 1998, he became the unofficial Chief Financial Officer of the company until it was sold in December 2000.  In 2001 to the present time, he has been working for Snack Crafters Inc. in Toronto as a financial consultant where his responsibilities have been to prepare business plans, to serve as an interim accountant providing accounting services, preparation of financial statements on a non-audit basis, corporate tax returns and assisting the company in its reorganization and restructuring.
-15-


Alexander Magallano and Rudy Perez are not directors of another company registered under the Securities and Exchange Act of 1934.

None of the directors and officers are related.

To the knowledge of management, during the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of Standard:

(1)filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

(2)was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

(i)acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)           engaging in any type of business practice; or

(iii)engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4)was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;

(5)was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

(6)  was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
-16-


ITEM 11.  EXECUTIVE COMPENSATION

Cash Compensation

There was no cash compensation paid to any director or executive officer of Standard during the fiscal year ended August 31, 2010.

The following table sets forth compensation paid or accrued by Standard during the fiscal years ended August 31, 2006 to 2010 to Standard’s President and CEO, CFO, CAO, Directors and Secretary Treasurer.
Summary Compensation Table (2006-2010)

Name and Principal position
Year
Salary
Bonus
($)
Stock
awards
($)
Option
awards
($)
Non-equity
incentive
Plan
compensation
($)
Change in pension value and
nonqualified deferred compensation earnings
($)
All other
compensation
($)
Del Thachuk
Former Chief Executive
Officer, President and Director
2006
2007
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Maryanne Thachuk
Former Secretary Treasurer
2006
2007
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Alexander Magallano
Chief Executive Officer President and Director
2007
2008
2009
2010
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Ruby Beloy Perez
Secretary Treasurer and
Director
2007
2008
2009
2010
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
B. Gordon Brooke
Chief Accounting
Officer , Chief
Financial Officer
and Director
2006
2007
2008
2009
2010
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

There has been no compensation given to either of the Director or Officers during the periods ended August 31, 2006 to 2010.  On February 20, 2004, the shareholders approved a Stock Option 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 assist in the development of the Company.  The valued of the stock options to be granted under this Plan will be determined on the fair market value of the Company’s shares on the OTCBB at the closing price as at the date of granting the option.   No stock options have been granted under this Plan.
-17-


Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None

Pension Table

None

Other Compensation

The directors have not received any compensation for the time they have devoted to Standard.  Nevertheless, Standard does give recognition to the time spent by accruing as an expense each month a charge of $200 per month as management fees with an offsetting credit to Capital in Excess of Par Value.   The amount so accrued with not be pay in either cash or shares to the director in the future.

Compensation of Directors

None

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from Standard, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Standard or its subsidiaries, or any change in control of Standard, or a change in the person’s responsibilities following a change in control of Standard.

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

The following table sets forth as at October 29, 2010, the name and address and the number of shares of Standard’s common stock, with a par value of $0.001 per share, held of record or beneficially by each person who held of record, or was known by Standard to own beneficially, more than 5% of the issued and outstanding shares of Standard’s common stock, and the name and shareholdings of each director and of all officers and directors as a group.

Name and Address of Beneficial Owner
Nature of Ownership (1)
Amount of Beneficial Ownership
Percent of Class
     ALEXANDER MAGALLANO
     557 M. Almeda Street
     Metro Manila, Philippines
     Direct        200,000 (i)          8.75
-18-



      RUDY B. PEREZ
      38 Dayap Street
      West Bicutan, Philippines
       Direct          20,000 (i)           .01
    
    GORDON BROOKE
       115 Angelene Street
       Mississauga, Ontario
       Canada,
        Direct          50,000 (i)          .02
    
Director and Officers as a whole        Direct          270,000          8.78

(1)All shares owned directly are owned beneficially and of record, and such shareholder has sole voting, investment and dispositive power, unless otherwise noted.

(2)These shares have been sold but the certificate has not been changed to denote the new owner.

(3)      Under Rule 13-d under the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the persons having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons.

(i)    This stock is restricted since it was issued in compliance with the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.  After this stock has been held for one year, Messrs. Magallano, Perez and Brooke could sell 1% of the outstanding stock in Standard every three months. Therefore, this stock can be sold after the expiration of one year in compliance with the provisions of Rule 144. There is "stock transfer" instructions placed against this certificate and a legend has been imprinted on the stock certificate itself.

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

Transactions with Management and Others

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of Standard and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which Standard was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by Standard to own of record or beneficially more than 5% of any class of Standard’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since the beginning of Standard’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which Standard was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to Standard to own of record or beneficially more than 5% of the common shares of Standard’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.
-19-

Conflicts of Interest

Gordon Brooke is the President of Patterson Brooke Resources Inc., a company considered to be a pre-exploration company similar to Standard and is quoted on the OTCBB.  There could be a conflict of interest in the event a mineral claim became known to Gordon Brooke since he would have to make a decision as to which company should acquire the claim.   In such a case he would indicate to the Board of Directors he had a conflict of interest and abstain from voting on the acquisition of the mineral claim.   Our other two directors are not officers or directors of other companies in the mining industry.   Nevertheless, there can be no assurance such involvement in other companies in the mining industry will not occur in the future.  Such potential future involvement could create a conflict of interest.

To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on March 5, 2004, a Code of Ethics for the Board of Directors (the “Code”).  Standard’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Standard and its officers and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.

Transactions with Promoters

Standard does not have promoters and has no transactions with any promoters.

ITEM 14.                      PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)           Audit Fees

The aggregate fees billed by the independent accountants for the last two fiscal years for professional services for the audit of Standard’s annual financial statements and the review included in Standard’s Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $5,700.

(2)           Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Standard’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3)           Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was NIL.

(4)           All Other Fees

During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.



-20-




(5)           Audit Committee’s Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with Standard to make any pre-approval policies meaningful.  Once Standard has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

(6)           Audit hours incurred

The principal accountants did not spend greater than 50 percent of the hours spent on the accounting by Standard’s internal accountant.

PART IV

ITEM 15.                      EXHIBITS

The following exhibits are included as part of this report by reference:

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

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

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

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



-21-







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 CAPITAL CORPORATION
(Registrant)

By:     ALEXANDER MAGALLANO
Alexander Magallano
Chief Executive Officer,
President and Director

Dated: October 29, 2010

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:     ALEXANDER MAGALLANO
Alexander Magallano
Chief Executive Officer,
President and Director

Dated: October 29, 1010

By:   B. GORDON BROOKE
B. Gordon Brooke
Chief Accounting Officer,
Chief Financial Officer and Director

Dated: October 29, 2010



-22-







MADSEN & ASSOCIATES, CPA’s INC.684 East Vine Street, #3
Certified Public Accountants and Business Consultants BoardMurray, Utah, 84107
Telephone: 801-268-2632
Fax: 801-262-3978

To the Board of Directors and
Stockholders of Standard Capital Corporation
(A Pre-Exploration Stage Company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and

Stockholders of Standard Capital Corporation

(A Pre-exploration Stage Company)


We have audited the accompanying balance sheets of Standard Capital Corporation (A Pre-Exploration(a Pre-exploration Stage Company) (the Company)“Company”) as atof August 31, 20102011 and 2009,2010, and the related statements of operations, stockholders’changes in stockholder’s deficiency, and cash flows for each of the years in the two-yeartwo—year period ended August 31, 2010,2011, and for the period from September 24, 1998 (date of inception) to August 31, 2010.2011. The Company’s management is responsible for these financial statements. 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 Companycompany 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 purposespurpose 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 disclosuredisclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statementsstatement presentation. We believe that our audit providesaudits 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 Capital Corporation (a Pre-ExplorationPre-exploration Stage Company) as atof August 31, 20102011 and 2009,2010, and the results of its operations  and its cash flows for each of the years in the two-year period ended August 31, 2010,2011, and for the period from September 24, 1998 (date of inception) to August 31, 2010,2011, 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. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management'sManagement’s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Madsen & Associates CPA’s, Inc.

Salt Lake City,


Murray, Utah

October 29, 2010

November 10, 2011









-23-





STANDARD CAPITAL CORPORATION

VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company)

Company as of August 31, 2011)

Consolidated Balance Sheets

(Expressed in US dollars)


BALANCE SHEETS


 
August 31, 2010
August 31, 2009
   
ASSETS  
   
CURRENT ASSETS  
   
    Cash
$          485
$     3,441
   
       Total Current Assets
$          485
$     3,441
   
   
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY  
   
CURRENT LIABILITIES  
   
    Accounts payable$  97,723$  95,626
    Advances from related parties  17,049   15,355
 114,772 110,981
   
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 value100,66596,465
   
    Deficit accumulated during the pre-exploration stage(217,237)(206,290)
   
                Total Stockholders’ Deficiency  114,287(107,540)
   
 
$         485
$   3,441
   

 

 

August 31,

2011

 

August 31,

2010

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

    Cash

$

139

$

485

 

 

 

 

 

       Total Current Assets

$

139

$

485

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

    Accounts payable

$

55,572

$

97,723

    Advances from related parties

 

71,877

 

17,049

 

 

127,449

 

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

 

(230,260)

 

(217,237)

 

 

 

 

 

                Total Stockholders’ Deficiency

 

(127,310)

 

(114,287)

 

 

 

 

 

            

$

139

$

485

 

 

 

 

 




The accompanying notes are an integral part of these financial statements









-24-




STANDARD CAPITAL CORPORATION

VOLITIONRX LIMITED

(Pre-explorationFormerly Standard Capital Corporation)

(A Pre-Exploration Stage Company)


STATEMENT OF OPERATIONS

For the Years endedCompany as of August 31, 2010 and 2009 and the period
September 24, 1998 (Date2011)

Consolidated Statements of Inception) to August 31, 2010

Operations

(Expressed in US dollars)


 
 
Aug 31, 2010
 
Aug 31, 2009
Sept 24, 1998
to Aug 31, 2010
    
REVENUES
$              -
$              -
$                  -
    
EXPENSES   
    
Impairment of mineral claims acquisition costs
Exploration
-
-
-
-
5,000
12,617
General and administrative10,947 15,816199,620
    
NET LOSS
$  (10,947)
$  (15,816)
$    (217,237)
    
    

STATEMENTS OF OPERATIONS


 

 


Aug 31,

2011

 


Aug 31,

2010

 


Sept 24, 1998 (Date of Inception)

to Aug 31, 2011

 

 

 

 

 

 

 

REVENUES

$

-

$

-

$

-

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of mineral claims acquisition costs

Exploration

 

-

 

-

 

5,000

 

 

-

 

-

 

12,617

General and administrative

 

13,023

 

10,947

 

212,643

 

 

 

 

 

 

 

NET LOSS

$

(13,023)

$

(10,947)

$

(230,260)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic and diluted

$

(0.01)

$

(0.01)

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE OUTSTANDING SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic and diluted

 

2,285,000

 

2,285,000

 

 

 

 

 

 

 

 

 


NET LOSS PER COMMON SHARE   
    
     Basic and diluted
$      (0.01)
  $       (0.01)
 
    
WEIGHTED AVERAGE OUTSTANDING SHARES   
    
     Basic and diluted2,285,000    2,285,000 



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







-25-




STANDARD CAPITAL CORPORATION
 (Pre-Exploration

VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
For the Period from September 24, 1998 (DateCompany as of Inception) to August 31, 2010
2011)

Consolidated Statements of Stockholders’ Deficiency

(Expressed in US dollars)


 
 
      Common
Shares
 
Stock
Amount
Capital in
Excess of
Par Value
 
Accumulated
    Deficit
     
Balance September 24, 1998 (date of  inception)
              -   $             -  $             -  $                -
Issuance of common shares for cash at
    $0.001 – January 11, 1999
 
  1,000,000
 
          1,000
 
                 -
 
                   -
Issuance of common shares for cash at
    $0.001 – February 19, 1999
 
     100,000
 
             100
 
                 -
 
                   -
Issuance of common shares for cash at
    $0.01 – February 15, 1999
 
     195,000
 
             195
 
          1,755
 
                   -
Capital contributions – noncash expenses                -                 -          4,200 
Net operating loss for the period from
    September 24, 1998 to August 31, 1999
 
                -
 
                 -
 
                 -
 
        (12,976)
Capital contributions – noncash expenses                -                 -          4,200                   -
Net operating loss for the year ended August 31, 2000                -                 -                 -        (12,392)
Capital contributions – noncash expenses                -                 -          4,200                   -
Net operating loss for the year ended August 31, 2001                -                 -                 -        (13,015)
Capital contributions – noncash expenses                -                -          4,200                 -
Net operating loss for the year ended August 31, 2002                -                -                 -       (13,502)
Capital contributions – noncash expenses                -               -         4,200                  -
Net operating loss for the year ended August 31, 2003                -               -                -       (16,219)
Capital contributions – noncash expenses                -               -         4,200                  -
Net operating loss for the year ended August 31, 2004                -               -               -       (24,180)
Capital contributions – noncash expenses                -               -         4,200                  -
Net operating loss for the year ended August 31, 2005                -               -               -      (13,105)
Issuance of common shares for cash at
    $0.05 – September 30, 2005
 
       990,000
 
           990
 
       48,510
 
                 -
Capital contributions – noncash expenses                  -                -         4,200                 -
Net operating loss for the year ended August 31, 2006                  -               -              -        (36,987)
Capital contributions – noncash expenses                  -                -         4,200                  -
Net operating loss for the year ended August 31, 2007                  -                -              -        (26,295)
Capital contributions – noncash expenses                  -                -         4,200                   -
Net operating loss for the year ended August 31, 2008                  -                -                -        (21,803)
Capital contributions – noncash expenses                  -                -         4,200                   -
Net operating loss for the year ended August 31, 2009                  -                -                -        (15,816)
Capital contributions – noncash expenses                  -                -         4,200                   -
Net operating loss for the year ended August 31, 2010                  -                -                -
        (10,947)
     
Balance, August 31, 2010    2,285,000
    $   2,285
 $  100,665
  $  (217,237)

STATEMENTS OF STOCKHOLDERS’ DEFICIENCY


 


Common

Shares

 


Stock

Amount

 

Capital in

Excess of

Par Value

 


Accumulated

Deficit

 

 

 

 

 

 

 

 

Balance September 24, 1998 (date of  inception)

-

$

-

$

-

$

-

Issuance of common shares for cash at

    $0.001 – January 11, 1999


1,000,000

 


1,000

 


-

 


-

Issuance of common shares for cash at

    $0.001 – February 19, 1999


100,000

 


100

 


-

 


-

Issuance of common shares for cash at

    $0.01 – February 15, 1999


195,000

 


195

 


1,755

 


-

Capital contributions – noncash expenses

-

 

-

 

4,200

 

 

Net operating loss for the period from

    September 24, 1998 to August 31, 1999


-

 


-

 


-

 


(12,976)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2000

-

 

-

 

-

 

(12,392)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2001

-

 

-

 

-

 

(13,015)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2002

-

 

-

 

-

 

(13,502)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2003

-

 

-

 

-

 

(16,219)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2004

-

 

-

 

-

 

(24,180)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2005

-

 

-

 

-

 

(13,105)

Issuance of common shares for cash at

    $0.05 – September 30, 2005


990,000

 


990

 


48,510

 


-

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2006

-

 

-

 

-

 

(36,987)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2007

-

 

-

 

-

 

(26,295)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2008

-

 

-

 

-

 

(21,803)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2009

-

 

-

 

-

 

(15,816)

Capital contributions – noncash expenses

-

 

-

 

4,200

 

-

Net operating loss for the year ended August 31, 2010

-

 

-

 

-

 

(10,947)

Net operating loss for the year ended August 31, 2011

-

 

-

 

-

 

(13,023)

 

 

 

 

 

 

 

 

Balance, August 31, 2011

2,285,000

$

2,285

$

100,665

$

 (230,260)




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








-26-






STANDARD CAPITAL CORPORATION

VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company)

Company as of August 31, 2011)

Consolidated Statements of Cash Flows

(Expressed in US dollars)


STATEMENT

STATEMENTS OF CASH FLOWS


For the Years ended August 31, 2010 and 2009 and the Period
September 24, 1998 (Date of Inception) to August 31, 2010

 

 


Aug. 31,

2011

 


Aug. 31,

2010

 


Sept 24, 1998 (Date of Inception)

to Aug. 31, 2011

 

 

 

 

 

 

 

CASH FLOWS FROM

     OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(13,023)

$

(10,947)

$

(230,260)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash (Used) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

      Impairment loss on mineral claim

 

-

 

-

 

5,000

      Capital contribution – noncash

expenses

 


-

 


4,200

 


50,400

      Change in accounts payable

 

(42,151)

 

2,097

 

55,572

 

 

 

 

 

 

 

Net Change in Cash from Operations

 

(55,174)

 

(4,650)

 

(119,288)

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING

     ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition of mineral claim

 

-

 

-

 

(5,000)

 

 

 

 

 

 

 

CASH FLOWS FROM

     FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances from related parties

 

54,828

 

1,694

 

71,877

Proceeds from issuance of

            common stock

 


-

 


-

 


52,550

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

 


54,828

 


1,694

 


124,427

 

 

 

 

 

 

 

     Net (Decrease) Increase in Cash

 

(346)

 

(2,956)

 

139

 

 

 

 

 

 

 

     Cash at Beginning of Period

 

485

 

3,441

 

-

 

 

 

 

 

 

 

     CASH AT END OF PERIOD

$

139

$

485

$

139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital contributions – noncash expenses

$

-

$

4,200

$

50,400


 
 
Aug. 31, 2010
 
Aug. 31, 2009
Sept 24, 1998
to Aug. 31, 2010
    
CASH FLOWS FROM OPERATING ACTIVITIES:   
    
     Net loss$  (10,947)$  (15,816)  $   (217,237)
    
     Adjustments to reconcile net loss to net cash provided by
         operating activities:
   
    
             Capital contribution – noncashexpenses
4,200   4,200 50,400
             Change in accounts payable 2,0975,86697,723
    
             Net Change in Cash from Operations
(4,650)
 (5,750)       (69,114)
    
CASH FLOWS FROM INVESTING ACTIVITIES
 
         -
 
            -
 
            -
    
CASH FLOWS FROM FINANCING ACTIVITIES:
   
    
Advances from related parties
1,6945,87317,049
Proceeds from issuance of common stock
        -         -52,550
    
Net change in cash flows from financing activities  1,694 5,873 69,599
    
     Net (Decrease) Increase in Cash(2,956)123485
    
     Cash at Beginning of Period3,441 3,318                 -         
    
     CASH AT END OF PERIOD
$      485
$     3,441
    $         485  


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES   
    
     Capital contributions – noncash expenses
 $    4,200
  $ 4,200
  $ 50,400


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





-27-

STANDARD CAPITAL CORPORATION


VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company)

Company as of August 31, 2011)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2010


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 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.


Income Taxes

Statement of Cash Flows


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.

On August 31, 2010,

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 a net operating loss carry forwardbeen issued on the exercise of $217,237.  The tax benefit of approximately $65,000 fromany common share rights unless the loss carry forward has been fully offset by a valuation reserve becauseexercise becomes antidilutive and then the use ofbasic and diluted per share amounts are the future tax benefit is doubtful since the Company has no operations.  The loss carry forward will expire starting in 2015 through 2030.

same.


Statement of Cash Flows

Revenue Recognition


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.


-28-



STANDARD CAPITAL CORPORATION
(Pre-Exploration Stage Company)
NOTES  TO  FINANCIAL  STATEMENTS
August 31, 2010

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

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.

             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.


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.






             Financial and Concentrations Risk


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

VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company as of August 31, 2011)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued


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



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

13,023

2031

3,907

(3,907)

-

 

 

 

 

 

 

 

$  230,260

$    -

$  69,078

$  (69,078)

$    -


The total valuation allowance as of August 31, 2011 is $(69,078) which increased by $(3,907) for the reported period.  


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, are considered by management to be their estimated fair value due to their short term maturities.





VOLITIONRX LIMITED

(Formerly Standard Capital Corporation)

(A Pre-Exploration Stage Company as of August 31, 2011)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)


2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued


Reclassification


Certain prior period amounts have been reclassified to conform with the current year’speriod’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.

-29-

STANDARD CAPITAL CORPORATION
(Pre-Exploration Stage Company)
NOTES  TO  FINANCIAL  STATEMENTS
August 31, 2010


3.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


During the year ended August 31, 2011, a Director made advances of $54,828 to the Company.


On August 31, 2011, officers-directors and their families had acquired 12% of the common capital stock issued, have made advances of $71,877, 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.  


5.

CAPITAL STOCK


The Company has completed a 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.


7.

SUBSEQUENT EVENTS


On September 26, 2011, the Company entered into a voluntary share exchange transaction with Singapore Volition Pte Limited, a Singapore registered company (“Singapore Volition”), pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company and its controlling stockholders, on the one hand, and Singapore Volition and the stockholders of Singapore Volition (the “Selling Stockholders”), on the other hand.  


Singapore Volition is developing a suite of epigenetic cancer detection blood tests. The acquisition date (closing date) for this transaction was October 6, 2011.


At the closing of the transactions contemplated by the Exchange Agreement (the “Closing”), the Company will issue 6,908,652 shares of its common stock (the “Shares”) to the Selling Stockholders in exchange for 100% of the currently issued and outstanding capital stock of Singapore Volition (the “Exchange Transaction”).  Singapore Volition will become the Company’s wholly-owned subsidiary, and the Company will acquire the business and operations of Singapore Volition.  Singapore Volition has two subsidiaries, Belgian Volition SA, a Belgium registered company of which it owns 99.9% of the issued and outstanding shares, and HyperGenomics Pte Limited, a Singapore registered company and wholly-owned subsidiary of Singapore Volition.







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


None.


ITEM 9A. CONTROLS AND PROCEDURES.


Disclosure Controls and Procedures


We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2011. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.


Management’s Annual Report on Internal Control Over Financial Reporting


Our management is responsible for establishing and maintaining adequate control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2011. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Our management has concluded that, as of August 31, 2011, our internal control over financial reporting is not effective based on these criteria, due to material weaknesses resulting from not having an Audit Committee or financial expert on our Board of Directors and our failure to maintain appropriate cash controls.  


Changes in Internal Control and Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.


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 that the degree of compliance with the policies or procedures may deteriorate.


Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2011 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").  







A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of August 31, 2011, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.


1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses.  As of August 31, 2011, the Company did not have a separate audit committee or a 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 period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remedied, 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. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.


Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.


As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of August 31, 2011 based on criteria established in Internal Control—Integrated Framework issued by COSO. 

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with our evaluationwe conducted of the effectiveness of our internal control over financial reporting as of August 31, 2011, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  


This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.


Continuing Remediation Efforts to address deficiencies in Company’s Internal Control over Financial Reporting


Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:


            On August 31, 2010, officers-directors and their families had acquired 12%

1. 

Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors in 2011.  

2. 

We will appoint additional personnel to assist with the common capital stock issued, have made advances of $17,049 and have made contributions to capital in the form on noncash expenses in the amount of $50,400.


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 valuepreparation 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.   Continuationmonthly financial reporting, including preparation of the monthly bank reconciliations.


ITEM 9B.  

OTHER INFORMATION.


None.








PART III


ITEM 10.   

DIRECTORS AND EXECUTIVE OFFICERS.


Identification of Directors and Executive Officers


The following table sets forth the names and ages of our current directors and executive officers:


Name

Age

Position with the Company as a going concern is dependent upon obtaining additional working capital from its

Director/Officer Since

Cameron Reynolds

40

President, Alexander Magallano or its Chief Executive Officer & Director

October 6, 2011

Malcolm Lewin

60

Chief Financial Officer Gordon Brooke,& Treasurer

October 6, 2011

Rodney Gerard Rootsaert

40

Secretary

October 6, 2011

Dr. Martin Faulkes

67

Director

October 6, 2011

Dr. Satu Vainikka

44

Director

October 6, 2011

Guy Archibald Innes

55

Director

October 6, 2011

Dr. Alan Colman

62

Director

October 6, 2011

Kevin John Alexander

57

Director

October 6, 2011


The board of directors has no nominating or compensation committee at this time.


Science Executives


The following table sets forth the names and ages of our current Scientific Officers:


Name

Age

Position with the managementCompany

Officer Since

Dr. Jacob Micallef

55

Chief Scientific Officer, Belgian Volition

October 6, 2011

Dr. Mark Eccleston

40

Chief Scientific Officer, HyperGenomics

October 6, 2011


Scientific Advisory Board


The following table sets forth the names and ages of our current Scientific Advisory Board Members:


Name

Age

Position with the Company

Advisor Since

Dr. Alan Colman

62

Chairman 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.Scientific Advisory Board

October 6, 2011

Dr. Robert Weinzierl

49

Scientific Advisory Board Member

October 6, 2011

Dr. Andreas Ladurner

40

Scientific Advisory Board Member

October 6, 2011

Dr. Habib Skaff

34

Scientific Advisory Board Member

October 6, 2011


Term of Office


Each director of the Company serves for a term of one year and until his successor is elected at the Company’s Annual Shareholders’ Meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.





7.         SUBSEQUENT EVENTS



Background and Business Experience


The business experience during the past five years of the person(s) presently listed above is as follows:


CAMERON REYNOLDS.  Cameron Reynolds has over 17 years of entrepreneurial executive experience in the mining and biotechnology sectors. He began his career in 1994 working for Southern China Group, where as regional manager he set up operations in Hong Kong and Yunnan. In 1996 he began working for Integrated Coffee Technologies, a genetically modified coffee company, in a junior management position, where he was responsible for business plan creation, office management, recruitment, and business development. After working for Integrated Coffee Technologies, Mr. Reynolds served as the commercialization director for Probio, Inc., a company that commercialized intellectual property in the animal biotechnology fields including transgenisis and cloning research from the University of Hawaii. Mr. Reynolds held that role from 1998 until 2001, and his main responsibilities were managing all legal and contract issues with the University of Hawaii; implementing patenting strategy; managing all shareholder issues including the merger and its legal and contractual documentation; head office management; budgetary control; team building and recruitment.  Between 2002 and 2003, Mr. Reynolds undertook an MBA. From 2004 until 2011, Mr. Reynolds founded and served as Managing Director and Director of Mining House Limited, where he was responsible for identifying potential mining projects, coordinating the preliminary evaluations and securing the financing with a view to listing the companies on AIM, TSX and US OTC. From 2005 until present, Mr. Reynolds has held a number of board Directorships including Atlantic Mining PLC; Carbon Mining PLC, Magellan Copper and Gold (Carbon Mining and MCG were both became part of Solfotara Mining and Copper Development Corp on AIM, CDC.L after a vend); KAL Energy Inc. (KALG, OTC), Iofina Natural Gas PLC (IOF, AIM); Canyon Copper Corp. (TSX.V: CNC , OTCBB: CNYC), and Hunter Bay Resources (HBY, TSX-V). The Board of Directors appointed Mr. Reynolds as President, Chief Executive Officer and Director of the Company due to his strong experience in management, structuring and strategic planning of start-up companies.


MALCOLM LEWIN.  Malcolm Lewin is the Company’s Chief Financial Officer and Treasurer. He has a strong background in finance and accounting both for public and private companies alike. Mr Lewin qualified as a chartered accountant with Coopers & Lybrand in 1976. From 1989 to 2000, Mr. Lewin was a partner of Mercer Lewin, a chartered accounting firm. From 2000 until present, Mr. Lewin has acted for various companies listed on AIM and the TSX-V. In particular, Mr. Lewin acted as the finance director of OMG plc (AIM: OMG), a supplier of motion capture and visual geometry systems, from April 2000 to June 2003. In June 2004, Mr. Lewin was appointed as the finance director of Real Estate Investors Plc (AIM: REI), a property investment company with interests in quality commercial and industrial properties throughout the United Kingdom, and held this position until August 2006. In September 2006, Mr. Lewin was appointed a Director and Chief Financial Officer of Hunter Bay Minerals Plc (TSX-V:HBY), a junior mining company with interests in South America and Canada, and held this position until June 2011.The Board of Directors believes that Mr. Lewin’s financial and accounting knowledge would be a valuable asset to the Company.


RODNEY GERARD ROOTSAERT.  Rodney Rootsaert has over six years of experience in providing corporate, legal and administrative services to start-up companies through Mining House Ltd., of which Mr. Rootsaert has been a director since 2007.  From 2007 until 2011, Mr. Rootsaert has served as corporate secretary for several junior mining companies. He was the corporate secretary for Magellan Copper and Gold Plc., from 2007 until 2011, where his duties included maintaining and preparing company documents, accounts and contracts.  He also served as corporate secretary for Delta Pacific Mining Plc., from 2007 until present, where he was responsible for ensuring compliance with all relevant statutory and regulatory requirements. Due to Mr. Rootsaert’s legal background and prior roles as a corporate secretary for small public companies, the Board of Directors believed that he would be a great addition to the Company.


DR. MARTIN FAULKES.  Dr. Martin Faulkes has over 30 years of entrepreneurial and managerial experience as the founder and CEO of several software companies within the United Kingdom and the United States.  From 1979 to 1984, Dr. Faulkes was the Founder, President and CEO for Logica Inc., a company providing bespoke software to all industries but mainly banks and communications companies. Dr. Faulkes was responsible for all aspects of the business; namely sales, finance, recruitment,staff management and project control. He then became Managing Director of System Programming Ltd., a company that provides computer programming for systems in business like airlines, utility companies, banks, and insurance, from 1985 to 1987, where he was responsible for all aspects of the business. Dr. Faulkes founded Triad Plc., a computer software development company that provides systems and consultants to the business community, where he was a director from 1987 to 1998, responsible for controlling the company financially. From 1998 until the present day, Dr. Faulkes has focused on charitable activities, as the Founder and Sole Benefactor of the Dill Faulkes Educational Trust, a UK registered charity, where he is Chairman. He also sits on the Board of the Cambridge 800th Anniversary Campaign in the UK.  In light of Dr. Faulkes’ past experience in business development, Dr. Faulkes was appointed as a Director to the Company.







DR. SATU VAINIKKA.  Dr. Satu Vainikka has a strong background in the biotechnology industry, technology commercialization, equity financing, and business management. Dr. Vainikka undertook a PhD in molecular biology and oncology at the University of Helsinki from 1992 until 1996. From 1996 until 1999, she undertook post-doctoral research at the Imperial Cancer Research Fund (now CRUK) where she gained many years of research experience in the field of oncology, working in the area of signal transduction pathways. In 1999 she undertook an MBA and from 2000 until 2003 she founded, then was Chief Scientific Officer of, Gene Expression Technologies Limited.  In 2004, Dr. Vainikka founded the London based biotechnology company, Cronos Therapeutics, serving as its Chief Executive Officer from 2004 until 2006.  In 2006 she became CEO of ValiRx, a company listed on the UK AIM, where she led a number of secondary funding rounds for the company on the market and raised several rounds of private equity funding.  Dr. Vainikka remains CEO and Director of ValiRx. Due to Dr. Vainikka’s specialized experience in the fields of biotechnology, oncology and molecular biology, she was appointed as a Director of the Company.


GUY ARCHIBALD INNES.  Guy Archibald Innes is a Chartered Accountant and a member of the Institute of Chartered Accountants in England and Wales. Mr. Innes has extensive experience in financing and managing technology companies, which he gained from serving as a non-executive director on the board of companies such as ProBio Inc. from 2000 to 2006, Magellan Copper & Gold Plc. from 2007 to 2010, and Carbon Mining Plc. from 2007 to 2010. Prior to holding these directorships, Mr. Innes had a long career in banking and private equity, including advisory roles with Baring Brothers & Co. Limited in London and Paris from 1984 to 1995, where he was involved in executing and advising on national and international mergers & acquisitions, but also IPOs and capital raising; Baring Private Equity Partners Limited in London and Singapore from 1995 to 1997, where he was involved in the setting up, recruiting of managers and capital raising for an Asian media and communications private equity fund; and Quartz Capital Partners Limited from 1997 to 2000, where Mr. Innes served as Head of Corporate Finance and was responsible for managing the corporate finance department and leading the transactions undertaken by Quartz including IPOs, private placements and mergers and acquisitions.  The Board of Directors of the Company believed Mr. Innes’ technical, financial and managerial background would be beneficial to the growth of the Company.


DR. ALAN COLMAN.  Dr. Alan Colman has extensive experience in the molecular biology field where he has worked in the production of transgenic livestock, somatic nuclear transfer, and human disease models. After a successful university career in the Universities of Oxford, Cambridge, Warwick and Birmingham (where he was Professor of Biochemistry), Dr Colman went into industry. From the late 1980’s until 2002, Dr. Colman was the research director of the company PPL Therapeutics in Edinburgh, UK, where he was responsible for leading PPL’s research program strategy, also playing a role in PPL’s financing rounds, culminating in its listing on the London Stock Exchange. This company attracted considerable media attention because of their participation in the technique of somatic nuclear transfer that led to the world’s first cloned sheep, Dolly, in 1996. From 2002 to 2007, Dr. Colman was Chief Scientific Officer and then CEO for the Singaporean human embryonic stem cell company, ES Cell International. Dr. Colman is currently the Executive Director of the Singapore Stem Cell Consortium, a position he has held since 2007.  From 2008 to 2009, Dr. Colman was also concurrently Professor of Regenerative Medicine at King’s College, London, UK.  His current interest is the development of human disease models using induced pluripotent stem cells.  Dr. Colman was appointed as a Director of the Company and a member of the Scientific Advisory Board on account of his work in biochemistry, stem cell research and pathology.


KEVIN JOHN ALEXANDER.  Kevin Alexander has over 25 years of experience as an attorney in both the United Kingdom and the United States, where he has focused his legal practice primarily in the area of corporate law.  He has worked for and was a partner in major law firms in London and in the United States, including Bracewell & Giuliani from 1989 to 1999 and Salans from 1999 to 2000.  Mr. Alexander was a founder and Chief Executive Officer of GTL Resources Plc, an AIM-listed natural gas project company from 2000 to 2003, where he held ultimate responsibility for the commercial and financial activities of the company, including obtaining credit approval from a syndicate of banks for a project financing of a $400m gas processing facility. Over the last seven years, Mr. Alexander has been a consultant and entrepreneur involved in forming and managing various businesses, both private and public, including ValiRx Plc in 2006.  Since 2006, Mr. Alexander has continued to serve as a director of ValiRx, where he is also responsible for some of the legal and regulatory affairs of the company, overseeing some of the legal work on certain transactions undertaken by ValiRx. Due to Mr. Alexander’s strong legal background as well as his years of experience with small businesses and public companies, the Board of Directors felt that he would be a talented addition to the Company.







DR. JACOB MICALLEF.  Dr. Jacob Micallef has 20 years of experience in research and development and in the management of early stage biotechnical companies, including the manufacture of biotechnology products and the establishment of manufacturing operations. Dr. Micallef gained this experience while working for the World Health Organization (“WHO”) over a 10-year period from 1985. While working for the WHO, Dr. Micallef developed new diagnostic products in the areas of reproductive health and cancer. In 1990 he commenced development of a new diagnostic technology platform for WHO which was launched in 1992 and supported 13 tests. Dr. Micallef also initiated and implemented in-house manufacture (previously outsourced to Abbott Diagnostics Inc) and world-wide distribution of these products for WHO. In 1990, he started a “not-for-profit” WHO company, Immunometrics Ltd., which marketed and distributed those diagnostic products worldwide.  In 1999 Dr. Micallef studied for an MBA and went on to co-found Gene Expression Technologies in 2001 where he successfully lead the development of the chemistry of the GeneICE technology and implemented the manufacture of GeneICE molecules. He also played a major role in business development and procured a GeneICE contract with Bayer Pharmaceuticals.  From 2004 to 2007, he taught "science and enterprise" to science research workers from four universities at CASS Business School before joining Cronos Therapeutics in 2004. In 2006 Cronos was listed in the UK on AIM, becoming ValiRx. Dr. Micallef continued to work as Technical Officer for ValiRx, where he in-licensed the Hypergenomics and Nucleosomics technologies and co-founded ValiBio SA., which is now Belgian Volition SA, a subsidiary of Singapore Volition.  The Board of Directors believed that Dr. Micallef’s prior work with Belgian Volition in the development of diagnostic products would continue to be an asset to the Company in his role as Chief Scientific Officer of the Company’s subsidiary, Belgian Volition.


DR. MARK ECCLESTON.  Dr. Mark Eccleston is a biotechnology entrepreneur with over 18 years of experience in the sector, both in academia and in industry. From 2008 to 2009, Dr. Eccleston held a program management position at ValiRx Plc., where he ran multiple epigenetics-based diagnostic and therapeutics programs. Dr. Eccleston has also held various other roles in business and industry including: CEO of Vivamer Ltd. in 2002, a company spun out from Cambridge University where he was responsible for commercialization of drug delivery and imaging technologies based on extensive work in this area during his academic career; and Chief Scientific Officer then consultant to Cambridge Applied Polymers from 2005 to 2008, where he devised and managed multiple high value consultancy projects for clients including Cadburys, Kellogg’s, Reckitt Benckiser, Proctor and Gamble, and Umbro as well as a Spanish company specializing in non woven (polymeric) fabric, Tesalca. In 2010, Dr. Eccleston founded OncoLytika, which focuses on opportunity recognition and product/process innovation within start-ups as well as established companies, where his main responsibilities are advising companies on business development and preclinical project management.  In light of Dr. Eccleston’s past work in biotechnology, epigenetics and diagnostics, Dr. Eccleston was appointed as a Chief Scientific Officer of the Company’s subsidiary HyperGenomics Pte Limited.


DR. ROBERT WEINZIERL.  Dr. Robert Weinzierl is a member of our Scientific Advisory Board. He is a Reader in Molecular Biology at Imperial College London, and is the inventor of the HyperGenomicsTM technology, that the Company is in the process of further developing.  Dr. Weinzierl joined Imperial College as a lecturer in 1994, where his key responsibilities were research and teaching, combined with various administrative tasks. He was promoted to his current position 'Reader in Molecular Biology' in 2009. Dr. Weinzierl heads a research group focusing on gene expression mechanisms, with special emphasis on the structure and function of the basal transcriptional machinery. Dr. Weinzierl began his PhD in 1983 at the European Molecular Biology Laboratory and completed it at the University of Cambridge (Akam/White Laboratories). The focus of his PhD project was the function of homeotic genes (especially Ultrabithorax) during embryonic development, and he completed his thesis in 1988. He went on to spend four years as a postdoc at UC Berkeley (Tjian Laboratory). Dr. Weinzierl’s research efforts focused on the structure and function of the basal transcriptional machineries in archaea and eukaryotes, with a special emphasis on the molecular mechanisms of RNA polymerases. In 2011, Dr. Weinzierl’s laboratory at Imperial College successfully developed a range of novel methods in the field of gene expression, including in vitro assembly of protein complexes from recombinant subunits and implementation of robotic methods for high-throughput molecular biology. As the inventor of the HyperGenomicsTM technology, Dr. Weinzierl’s appointment to the Scientific Advisory Board of the Company is pivotal to the further development of the Company’s HyperGenomicsTM products.


DR. ANDREAS LADURNER.  Dr. Andreas Ladurner has a strong educational background and years of laboratory experience in the fields of biochemistry, biology, cancer research, genomics and several others.  Whilst awaiting the award of his doctorate from the University of Cambridge between 1998 and 2000, Dr. Ladurner was awarded the Wellcome Trust International Traveling Prize research fellowship.  He was appointed Research Associate at the Howard Hughes Medical Institute at the University of California Berkeley, from 2000 until 2002, then was an editor at Nature Publishing Group in New York, from 2002 until 2003.  Dr. Ladurner was named group leader in the Genome Biology Unit of the European Molecular Biology Laboratory in Heidelberg in 2003, where he undertook scientific research in the area of novel epigenetic and stress-mediated signaling networks in human cells. During this period, he discovered the histone variant technology, which is an integral part of the NucleosomicsTM products which the Company is in the process of developing.  In 2010, Dr. Ladurner was named Chair of Physiological Chemistry in the Faculty of Medicine at the University of Munich, and continues his work at EMBL as a visiting member.  Dr. Ladurner’s extensive laboratory work in nucleosome research and genomics will make him a valuable member of the Scientific Advisory Board.







DR. HABIB SKAFF.  Dr. Habib Skaff is a synthetic chemist specializing in the area of nanotechnology; his doctoral studies focused on the design of organic and polymeric ligands for the encapsulation of semiconductor nanoparticles and modification of the physical, optical, electronic, and assembly properties of the nanoparticles. Since 2001, Dr. Skaff has co-authored 11 peer-reviewed scientific papers and is a co-inventor on 18 pending or issued patents in the fields of chemistry, nanotechnology, and biotechnology. He co-founded Intezyne Technologies in 2004 and serves as that company’s Chief Executive Officer, where he is responsible for establishing and implementing strategic planning for the future. Dr. Skaff works closely with the Chief Scientific Officer to develop and implement Intezyne’s IP strategy as well as establish alliances with potential partners. He also leads Intezyne’s fundraising through debt and equity financing and works closely with the CFO in this capacity. He is also President, and Chairman of the Board of Directors of Intezyne. Dr. Skaff has served as the Chairman of Skaff Corporation of America since 1999, where he guides strategic planning but is not involved in day-to-day operations.  Dr. Skaff was appointed to serve as a member of the Scientific Advisory Board because of his extensive scholarly work and inventions in the fields of chemistry and biotechnology.


Identification of Significant Employees


Our subsidiary, Singapore Volition, has one employee, Charlotte McCubbin, Communications Manager, whose responsibilities include all communications, such as the Company’s website and news releases, as well as the Company’s branding and visual communications.


CHARLOTTE MCCUBBIN. After graduating from the University of Edinburgh in 2007 with a Bachelor of Laws with joint honors in Law and Politics, Miss McCubbin undertook internships at two public affairs/lobbying agencies in London: AS Biss (Now M:Communications) and Bell Pottinger Public Affairs; where her responsibilities included the preparation of briefing notes for clients on a range of topics, media and political monitoring, and stakeholder identification and mapping. From 2008 until 2009 she was an Account Executive at PR consultancy Kysen PR, during which time she completed a Diploma in Marketing with the Chartered Institute of Marketing. At Kysen her key responsibilities included achieving editorial placement for clients in national, trade and broadcast publications, as well as preparing press releases and arranging journalist briefings. In 2010 Miss McCubbin worked as a Public Relations Executive for the international law firm White & Case LLP, where she was responsible for the Firm's European PR program, working with both the UK press and Enlish-speaking press throughout the EMEA region, managing day-to-day press enquiries as well as generating press coverage via press releases and thought-leadership interviews and articles. Miss McCubbin joined Volition at the end of 2010.


Our subsidiary, Belgian Volition, has four employees: Managing Director Patrick Rousseau, and three laboratory technicians.


PATRICK ROUSSEAU.  Mr. Rousseau was Managing Director of ValiBio SA (now Belgian Volition) from 2007 until 2010, when he retained that role following ValiBio’s sale to Singapore Volition.  From 1983 until 1986, Mr. Rousseau was responsible for the management of public funding for industrial applied research (25+M annually) as Deputy Head of Cabinet with the Walloon Region State Secretary for New Technologies and SMEs.  From 1986 until 1989 he was a venture capital adviser for Belgian GBL Group; then a member of venture capital fund investment boards for Soginnove in France and Ventana in USA from 1986 until 1992. From 1983 until 1990, Mr. Rousseau also served as a member of the Supervisory Board of CGER (Belgium’s largest Public Saving Bank, now part of BNP Paribas Fortis).  Between 1998 and 2004, Mr. Rousseau held an investment adviser role to NBI Capital/Alpinvest, a Dutch venture and development fund, making on its behalf more than 20 successful direct investments in life sciences companies in Europe and the U.S. from start-up to public.  From 1989 until 2010, Mr. Rousseau acted as a corporate adviser and consultant to various companies, undertaking activities such as raising 3.5M for the development of a Belgian diagnostic subsidiary of a French company (RNTECH). Mr. Rousseau also acts as an expert adviser to the French OSEO (formerly ANVAR) applied research funding agency on over 50 industrial research & development projects, a position he has held since 1998.  Since 2000, he has also acted as an expert evaluator and negotiator for EU funding programs. Mr. Rousseau has also acted as board member of various businesses in Europe, U.S. and Canada (from direct mail to pharmaceutical product trading) from 1986 until present.


DR MARIELLE HERZOG. Dr. Marielle Herzog has seven years of experience in epigenetics academic research. During a four year period from 2003 to 2007, Dr. Herzog performed her PhD thesis at the Institute of Genetics and Molecular and Cellular Biology (IGBMC), Strasbourg, France, one of the leading European centers of biomedical research. Her work, conducted in the laboratory of Epigenome plasticity, under the supervision of Dr. R. Losson, concerned the role of the interaction between a transcriptional cofactor (TIF1b) and the heterochromatin protein 1 defined by knock-in mutation in a cellular model and in mice. In 2008, Dr. Herzog joined the laboratory of Cancer Epigenetics of Dr. F. Fuchs at the Faculty of Medicine, Free University of Brussels, as a researcher, where she managed different projects based on the study of epigenetics modifications (methylated DNA, post-translational histone modifications) and epigenetics enzymes in different cellular context. Her work led to publications in international scientific journals and to her participation at several international congresses. Dr. Herzog joined Belgian Volition in May 2011.







MURIEL CHAPELIER. Muriel Chapelier has seventeen years experience in fundamental research and development, as research associate. Mrs. Chapelier gained her experience first in a fundamental Research Laboratory at the University Hospital of Sart-Tilman (Liège), over an eight year period from 1994 until 2002 where she worked in a leukemia screening project and in fundamental research project, in PhD collaboration, using molecular biology technics. The laboratory is now a competence center for leukemia screening and she was included in publications of the PhD. In 2002, Mrs. Chapelier started working within Eppendorf Array Technologies in Namur, for the development of gene expression and protein microarrays and other new technologies. Some gene expression kits were launched on the market and a Signal Chip Human Cytokine kit was in validation during her tenure. In September 2007, Mrs. Chapelier went to Antwerp to undertake a degree in tropical medicine and international health, at the Institute of Tropical Medicine. She returned to Eppendorf in 2008 to continue the development of microarrays. She joined Belgian Volition in May 2011.


KATTY SCOUBEAU.Katty Scoubeau is a research technician for Belgian Volition. Mrs. Scoubeau graduated in chemistry and biotechnology in 1994 from the UCL Institute Paul Lambin. From 2003 until 2007, Mrs. Scoubeau taught science and mathematics at a secondary school. In 2007, she undertook training in biotechnology in the association in vivo in Nivelles. From 2010 until 2011, Mrs. Scoubeau was committed to the medical faculty of the University of Namur as a lab technician in the unit of physiological biochemistry, where she participated in the preparation of student assignments and research. She joined Belgian Volition in August 2011.


Family Relationship


We currently do not have any officers or directors of our Company who are related to each other.   


Involvement in Certain Legal Proceedings


During the past ten years no director, executive officer, promoter or control person of the Company has been involved in the following:


(1)

A petition under the Federal bankruptcy laws or any state insolvency law which was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;


(2)

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);


(3)

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:


i.

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.

Engaging in any type of business practice; or

iii.

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;


(4)

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;


(5)

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;


(6)

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;






(7)

Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


i.

Any Federal or State securities or commodities law or regulation; or

ii.

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


(8)

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


Audit Committee and Audit Committee Financial Expert


The Company does not have an audit committee or an audit committee financial expert (as defined in Item 407 of Regulation S-K) serving on its Board of Directors. All current members of the Board of Directors lack sufficient financial expertise for overseeing financial reporting responsibilities.  The Company has evaluated subsequent eventsnot yet employed an audit committee financial expert on its Board due to the inability to attract such a person.


The Company intends to establish an audit committee of the board of directors, which will consist of independent directors. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.


Code of Ethics


We have adopted a Code of Ethics (the “Code”) that applies to our directors, officers and employees, including our chief executive officer and chief financial officer.  A written copy of the Code is available on written request to the Company.


Compliance with Section 16(a) of the Exchange Act


Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended August 31, 2011, Forms 5 and any amendments thereto furnished to us with respect to the year ended August 31, 2011, and the representations made by the reporting persons to us, we believe that during the year ended August 31, 2011, our executive officers and directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.







ITEM 11.       EXECUTIVE COMPENSATION


The following table sets forth the compensation paid to our executive officers as at August 31, 2011 and 2010: 


Summary Compensation Table

Name and

Principal Position

Year

Ended

8/31




Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings

($)

All Other Compensation

($)

Total

($)

Alexander Magallano

Former President, CEO and Director

2011

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

B. Gordon Brooke

Former CAO, CFO and Director

2011

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

Rudy Beloy Perez

Former Secretary and Treasurer

2011

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

Narrative Disclosure to Summary Compensation Table


There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.


Outstanding Equity Awards


No executive officer received any equity awards, or holds exercisable or unexercisable options, as of August 31, 2011.


Long-Term Incentive Plans


There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

Compensation Committee

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.


Compensation of Directors


Some of our directors receive compensation for their service on our Board of Directors.  Please refer to the Letters of Appointment with Dr. Satu Vainikka, Guy Archibald Innes, Dr. Alan Colman and Dr. Martin Faulkes filed as exhibits to our Current Report on Form 8-K filed with the SEC on October 13, 2011 and incorporated herein by this reference.  






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


Security Ownership of Management


The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of November 28, 2011, by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.


Name and Address of Beneficial Owner

Title of Class

Amount and Nature of  Beneficial

Ownership (1)

(#)

Percent of Class (2)

(%)

Cameron Reynolds (3)

150 Orchard Road
Orchard Plaza, #08-02
Singapore 238841

Common

200,001

2.46%

Dr. Martin Faulkes (4)

Eastwoods, The Chase Oxshott
Surrey, KT22 0HR UK

Common

810,000

9.97%

Guy Archibald Innes (5)

Wickhurst Manor, Wickhurst Road Weald

Sevenoaks Kent, TN14 6LY UK

Common

430,000

5.30%

Dr. Alan Colman (6)

156 Gibraltar Crescent
Singapore 759588

Common

12,500

0.15%

All Officers and Directors as a Group

(4 Persons)

Common

1,452,501

17.88%

Appletree Investment Management, Inc. (7)

179 Upper Richmond Road West

East Sheen, London, SW14 8DU UK

Common

802,112

9.88%

Concord International, Inc. (8)

150 Orchard Road, Orchard Plaza, #08-02

Singapore 238841

Common

2,042,088

25.15%


(1)

The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to October 29, 2010 whichall shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.


(2)

Based on 8,120,652 issued and outstanding shares of common stock as of November 28, 2011.


(3)

Cameron Reynolds is the dateCompany’s President, Chief Executive Officer and a member of the Board of Directors.  Hisbeneficial ownership includes 200,001common shares.


(4)

Dr. Martin Faulkes is a member of the Company’s Board of Directors.  Hisbeneficial ownership includes 810,000common shares.


(5)

Guy Archibald Innes is a member of the Company’s Board of Directors.  Hisbeneficial ownership includes 430,000common shares.


(6)

Dr. Alan Colman is a member of the Company’s Board of Directors.  Hisbeneficial ownership includes 12,500common shares.


(7)

Robert James Cooles holds investment and voting control over the 802,112 common shares beneficially owned by Appletree Investment Management, Inc.


(8)

Rodney Gerard Rootsaert holds investment and voting control over the 2,042,088 common shares beneficially owned by Concord International, Inc.


Changes in Control


There are no present arrangements or pledges of the Company’s securities which may result in a change in control of the Company, other than as previously disclosed.






ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


Related Party Transactions


During the year ended August 31, 2011, a Director made advances of $54,828 to the Company.


On August 31, 2011, officers-directors and their families had acquired 12% of the common capital stock issued, have made advances of $71,877, 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.


Other than the foregoing, none of the directors or executive officers of the Company, nor any person who owned of record or was known to own beneficially more than 5% of the Company’s outstanding shares of its Common Stock, nor any associate or affiliate of such persons or companies, has any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect the Company.


With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:


·

Disclosing such transactions in reports where required;

·

Disclosing in any and all filings with the SEC, where required;

·

Obtaining disinterested directors consent; and

·

Obtaining shareholder consent where required.


Director Independence


For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The OTCBB on which shares of Common Stock are quoted does not have any director independence requirements. The NASDAQ definition of “Independent Officer” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  


According to the NASDAQ definition, Cameron Reynolds is not an independent director because he is also an executive officer of the Company.   Further, Dr. Martin Faulkes, Guy Archibald Innes and Dr. Alan Colman are not independent directors because they are stockholders of the Company.  Dr. Satu Vainikka and Kevin John Alexander, however, are independent directors.


Review, Approval or Ratification of Transactions with Related Persons


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.



 

 

Year Ended

August 31, 2011

 

Year Ended

August 31, 2010

Audit fees

$

4,950

$

1,700*

Audit-related fees

$

0

$

0

Tax fees

$

0

$

0

All other fees

$

0

$

0

Total

$

4,950

$

1,700


(*)   At the end of the previous fiscal year the Company changed its accounting practice from accruing accounting and audit expense in the current period under examination to recognizing the expense only when paid.







Audit Fees


During the fiscal years ended August 31, 2011, we incurred approximately $4,950 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended August 31, 2011.


During the fiscal year ended August 31, 2010, we incurred approximately $1,700 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended August 31, 2010.


Audit-Related Fees


The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively.


Tax Fees


The aggregate fees billed during the fiscal years ended August 31, 2011 and 2010 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning were issued.

$0 and $0, respectively.


All Other Fees


The aggregate fees billed during the fiscal year ended August 31, 2011 and 2010 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.






PART IV

ITEM 15.

EXHIBITS.


(a)

Exhibits


Exhibit

Number

Description of Exhibit

Filing

3.01

Certificate of Incorporation

Filed with the SEC on December 6, 1999 as part of our Registration Statement on Form 10-SB.

3.01(a)

Amendment to Certificate of Incorporation

Filed with the SEC on November 10, 2005 as part of our Registration Statement on Form SB-2.

3.01(b)

Certificate for Renewal and Revival of Charter

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

3.02

Bylaws

Filed with the SEC on December 6, 1999 as part of our Registration Statement on Form 10-SB.

4.01

2011 Equity Incentive Plan dated November 17, 2011

Filed with the SEC on November 18, 2011 as part of our Current Report on Form 8-K.

4.02

Sample Stock Option Agreement

Filed with the SEC on November 18, 2011 as part of our Current Report on Form 8-K.

4.03

Sample Stock Award Agreement for Restricted Stock

Filed with the SEC on November 18, 2011 as part of our Current Report on Form 8-K.

10.01

Patent License Agreement by and between Cronos Therapeutics Limited and Imperial College Innovations Limited dated October 19, 2005

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.02

Amended Patent License Agreement by and between Cronos Therapeutics Limited and Imperial College Innovations Limited dated July 31, 2006

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.03

Extension Letter Agreement by and between Cronos Therapeutics Limited and Imperial College Innovations Limited dated September 4, 2006

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.04

Patent License Agreement by and between ValiRX PLC and Chroma Therapeutics Limited dated October 3, 2007

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.05

Contract Repayable Grant Advance on the Diagnosis of Colorectal Cancer by “NucleosomicsTM” by and between ValiBIO SA and The Walloon Region dated December 17, 2009

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.06

Non-Exploitation and Third Party Patent License Agreement by and among ValiBIO SA, ValiRX PLC and The Walloon Region dated December 17, 2009

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.07

Deed of Novation by and among Singapore Volition Pte Limited, ValiRX PLC, ValiBIO SA and Chroma Therapeutics Limited dated September 22, 2010

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.08

Letter of Appointment as Non-Executive Director by and between Singapore Volition Pte Limited and Satu Vainikka dated September 22, 2010

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.09

Letter of Appointment as Non-Executive Director by and between Singapore Volition Pte Limited and Guy Archibald Innes dated September 23, 2010

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.10

Letter of Appointment as Non-Executive Director by and between Singapore Volition Pte Limited and Dr. Alan Colman dated May 25, 2011

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.11

Deed of Novation by and among Imperial College Innovations Limited, Valipharma Limited and Hypergenomics Pte Limited dated June 9, 2011

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.12

Patent License Agreement by and between Hypergenomics Pte Limited and Valipharma Limited dated June 9, 2011

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.13

Consultancy Agreement by and between Singapore Volition Pte Limited and Malcolm Lewin dated July 10, 2011

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

10.14

Share Exchange Agreement with Singapore Volition Pte Limited dated September 26, 2011

Filed with the SEC on September 29, 2011 as part of our Current Report on Form 8-K.

14.01

Code of Ethics

Filed with the SEC on November 10, 2005 as part of our Registration Statement on Form SB-2.

21.01

List of Subsidiaries

Filed with the SEC on October 13, 2011 as part of our Current Report on Form  8-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

32.02

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.







SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


VOLITIONRX LIMITED



Dated:  November 29, 2011

/s/ Cameron Reynolds

By: Cameron Reynolds

Its: President and Chief Executive Officer



Dated:  November 29, 2011

/s/ Malcolm Lewin

By: Malcolm Lewin

Its: Chief Financial Officer & Treasurer



Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:



Dated:  November 29, 2011

/s/ Cameron Reynolds

Cameron Reynolds - Director



Dated:  November 29, 2011

/s/ Dr. Martin Faulkes

Dr. Martin Faulkes - Director



Dated:  November 29, 2011

/s/ Kevin John Alexander

Kevin John Alexander - Director



Dated:  November 29, 2011

/s/ Dr. Satu Vainikka

Dr. Satu Vainikka - Director



Dated:  November 29, 2011

/s/ Guy Archibald Innes

Guy Archibald Innes - Director



Dated:  November 29, 2011

/s/ Dr. Alan Colman

Dr. Alan Colman - Director



36


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