SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C., 20549

                                    FORM 8-K

                                 CURRENT REPORT

       Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
       Date of Report (Dated of earliest event reported) February 20, 2004

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

     Delaware                      0-25707                   91-1949078
(State or other jurisdiction  (Commission File No.)        (IRS Employee
or incorporation)                                      Identification Number)


          2429 - 128th Street, Surrey, B.C., Canada               V4A  3W2
        (Address  of  principal  executive  offices)           (Postal  Code)

                                  604-538-4898
              (Registrant's telephone number, including area code)

Item  5.        Other  Events  and  Regulation  FD  Disclosure:

On  February  20,  2004,  Standard  Capital Corporation (the "Company') held its
Annual  General  Meeting  of  Shareholders  (the  "Meeting").

There  were 1,295,000 common shares issued and outstanding as at the record date
of January 2, 2004 of which  he following were represented at the Meeting:

                     Represented in Person:    115,000  shares
                     Represented by Proxy:     837,000  shares

The  above  number  of  shares  represent in total 952,000 common shares or 73.5
percent  of  the  issued  and outstanding shares in the Company's capital stock.

The  matters  approved  by  the  shareholders  were  as  follow:

1.     The  election  of E. Del Thachuk, Alexander J. Ibsen and B. Gordon Brooke
       as directors to serve in this capacity until the 2005 Annual Meeting or
       until they tender their resignations;

2.     The  appointment  of  Madsen  &  Associates  CPA's  Inc.  as  independent
       accountants  for  the  fiscal  year  ended  August  31,  2004  (*);

3.     The  approval  for  the  amendment to the Certificate of Incorporation to
       effect  a  change in the authorized share capital of the Company from


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       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;

4.     The approval of a Stock Option Plan granting options to acquire shares of
       common stock in the Company to Directors, Officers, employees,
       consultants and non-employees who participate in the development of the
       Company; and

5.     No other matters were brought to the attention of the Meeting.

(*)     Refer  to  Form  8-K  filed  on  February  13,  2004.


Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  had  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  hereunto  duly  authorized.

Standard  Capital  Corporation


  /s/ "E.Del Thachuk"

       E. Del Thachuk
Chief Executive Officer, President
        and Director

Dated:   February 20, 2004


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