SCHEDULE 14A Information

                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed  by  the  Registrant  [X]
Filed  by  a  Party  other  than  the  registrant  [  ]
Check  the  appropriate  box:
     [ ]  Preliminary  Proxy  Statement
     [ ]  Confidential,  for  Use  of the Commission only (as permitted by Rule
          14a-6(e)  (2))
     [X]  Definitive  Proxy  Statement
     [ ]  Definitive  Additional  Materials
     [ ]  Soliciting  Material  Pursuant  to  the  Rule  240.14a-11 (c) or rule
          240.14a-  12

                          STANDARD CAPITAL CORPORATION
                (Name of Registrant as Specified in Its Charter)

                                 Not Applicable
     (Name  of  Persons(s)  Filing proxy Statement if other that the registrant)

Payment  of  filing  fee  (check  the  appropriate  box):

[x]     No  fee  required.
[ ]     Fee  computed  on  table  below per Exchange Act Rules 14a-6(I) (1) and
        0-11

     (1)  Title of each  class  of  securities  to  which transaction applies:

     (2)  Aggregate  number  of  securities  to  which  transaction  applies:

     (3)  Per unit price or other underlying value of transaction computed 
          pursuant to Exchange  Act  Rule  0-11  (set  forth  the  amount  on
          which the filing fee is calculated and stated how it was determined)

     (4)  Proposed  maximum  aggregate  value  of  transaction:              -

     (5)  Total  fee  paid:.

[  ]     Fee  paid  previously  with  preliminary  materials.
[  ]     Check  box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11 (a) (2) and identify the filing by registration statement 
         number, or the  form  of  schedule  and  the  date  of  its  filing

(1)      Amount  Previously  Paid:

(2)      Form,  schedule  of  Registration  Statement  No.:

(3)      Filing  Party:

(4)      Date  Filed:


                                      -1-





                          STANDARD CAPITAL CORPORATION
                                2429 128th Street
                            Surrey, British Columbia
                                 Canada, V4A 3W2

                NOTICE OF ANNUAL GENERAL MEETING OF STOCKHOLDERS
                     TO BE HELD ON FRIDAY, NOVEMBER 18, 2005

Standard  Capital  Corporation (the "Company") will hold the 2005 Annual Meeting
of  Stockholders  ("Annual  Meeting ") of the Company, a Delaware Corporation at
The  Vancouver  Club, located at 915 West Hastings St. Vancouver, B.C. Canada on
Friday, November 18, 2005, beginning at 11:00 a.m. local time, for the following
purposes:

1)     To  elect  two  directors to serve until the 2006 Annual Meeting or until
       their  respective  successors  are  elected  and  qualified;

2)     To ratify the appointment of Madsen & Company, CPA, Inc. as the Company's
       independent accountants for the fiscal year ending  August  31,  2006;

3)     To  transact  such  other business as may properly come before the Annual
       Meeting  and  any  adjournment  of  postponement  thereof.

Stockholders of record at the close of business on October 31, 2005 are entitled
to  notice of and vote at the Annual Meeting or any postponement or adjournment.

                                        By order of the Directors



                                        Per: "Del Thachuk"
                                        -------------------------
                                        Del  Thachuk
                                        Chief  Executive  Officer,
                                        President  and  Director

Vancouver,  B.C.,  Canada

October 31, 2005

                                Important Notice

Whether or not you plan to attend the Annual Meeting in person, please complete,
sign,  date,  and return the accompanying proxy card in the enclosed envelope to
ensure  your  representation and presence of a quorum at the Annual Meeting.  If
you  decide to attend the Annual Meeting and wish to change your proxy vote, you
may  do so by voting in person at the Annual Meeting.  Your proxy may be revoked
at  any  time  prior to the Annual Meeting in accordance with the procedures set
forth  in  the  Proxy  Statement.


                                      -2-




                          STANDARD CAPITAL CORPORATION

                                2429 128th Street
                            Surrey, British Columbia
                                 Canada, V4A 3W2

October 31, 2005

Dear  Stockholder:

You  are  cordially  invited  to attend the first Annual Meeting of Stockholders
(the  "Annual  Meeting") of Standard Capital Corporation  (the "Company"), which
will  be  held at The Vancouver Club, 915 West Hastings Street, Vancouver, B.C.,
Canada  on  Friday,  November  18,  2005,  beginning  at  11:00 a.m. local time.

The  items  of  business  which  will  be  acted  upon at the Annual Meeting are
described  in  the  accompany  Notice  of  Annual  Meeting  and Proxy Statement.
Enclosed  with  this  Proxy  Statement  is  your Proxy Card and copy of our 2005
Annual  Report  under  Form  10-KSB.

If  you  do  not plan to attend the Annual Meeting, please complete, date, sign,
and promptly return the enclosed Proxy stamped self- addressed envelope provided
so  that  your shares can be voted at the Annual Meeting in accordance with your
instructions. If you decide to attend the Annual Meeting and wish to change your
proxy  vote,  you  may  do  so  by  voting  in  person  at  the  Annual Meeting.

During  the  Annual  Meeting,  management  will  report  on operations and other
matters  affecting  the  Company and will respond to stockholders' questions. On
behalf  of  your  directors,  I  would  like to express my appreciation for your
continued  interest in the affairs of our Company.  I look forward to seeing you
at  the  Annual  Meeting.

Sincerely,

"Del Thachuk"

E.  Del  Thachuk
Chief  Executive  Officer,
President  and  Director


                             YOUR VOTE IS IMPORTANT

In order to assure you representation at the Annual Meeting, you are required to
complete, sign and date the enclosed proxy as promptly as possible and return it
in  the  enclosed  stamped  self-addressed  envelope.


                                      -3-




                          STANDARD CAPITAL CORPORATION

           PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF STOCKHOLDERS
                     To be held on Friday, November 18, 2005

                                TABLE OF CONTENTS






                                                                       Page
                                                                       ----
                                                                    
Proxy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . .     5

Information Concerning Solicitation and voting. . . . . . . . . . . .     5

Proposal One - (Election of Directors). . . . . . . . . . . . . . . .     6

Proposal Two - (Ratification of Independent Accountants). . . . . . .    10

Information Regarding Beneficial Ownership of Principal Stockholders
      and Management. . . . . . . . . . . . . . . . . . . . . . . . .    10

Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . .    11

Section 16(A) Beneficial Ownership Reporting Compliance . . . . . . .    13

Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . .    13

Fees Billed for Services Rendered by Principal Accountants. . . . . .    14

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15

Availability of Information . . . . . . . . . . . . . . . . . . . . .    15

Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    16



                                      -4-





                                 PROXY STATEMENT

                      FIRST ANNUAL MEETING OF STOCKHOLDERS

                          STANDARD CAPITAL CORPORATION

Your  proxy,  using the enclosed form, is solicited by the Directors of Standard
Capital  Corporation,  a  Delaware  corporation  ("the  Company") for the Annual
Meeting  of  Stockholders  ("the  Annual  Meeting")  to be held at 11:00 a.m. on
Friday,  November  18,  2005, at The Vancouver Club located at 915 West Hastings
St,  Vancouver,  B.C.,  Canada,  and  at  any adjournment or postponement of the
Annual  Meeting.

                 INFORMATION CONCERNING SOLICITATION AND VOTING

General

This  Proxy Statement, the enclosed proxy card, our Annual Report on Form 10-KSB
for  the  fiscal year ended August 31, 2005, are furnished to the holders of our
common  stock.  Management anticipates that the mailing to stockholders of these
proxy  materials  will  occur  on  or  about  November  1,  2005.

PURPOSE  OF  MEETING

The  specific proposal to be considered and acted upon at the Annual Meeting are
summarized  in  the  proceeding  Notice  of  Annual  Meeting.  Each  proposal is
described  in  more  detail  in  this  Proxy  Statement.

VOTING  RIGHTS

Our  common stock is the only class of securities entitled to vote at the Annual
Meeting.  Only  stockholders  of  record at the close of business on October 31,
2005  (the  "Record  Date") are entitled to receive Notice of the Annual Meeting
and  vote  the  shares  they hold at the Annual Meeting or at any adjournment or
postponement.  As  of  the  Record  Date,  there were 2,285,000 shares of common
stock outstanding; each share is entitled to one vote on each matter to be voted
upon.  A  list  of  stockholders  entitled to vote at the Annual Meeting will be
available for inspection during ordinary business hours at the Company's offices
at  2429  128th  Street, Surrey, British Columbia, Canada, V4A 3W2 from the date
hereof  up  to  the  date  of  the  Annual  Meeting.

Voting  can  take  place  at  the  Annual  Meeting only if stockholders owning a
majority  of  voting  power of the common stock (that is a majority of the total
number  of  votes  entitled  to be cast) are present in person or represented by
effective  proxies.  On the Record Date, the Company had 2,285,000 voting shares
of  common  stock  outstanding.  Approval  of each of the proposals requires the
affirmative  votes required to achieve a majority of the votes cast. Abstentions
will  not affect the voting results although they will have the practical effect
of  reducing  the  number of affirmative votes required to achieve a majority by
reducing  the  total  number  of  shares  from which the majority is calculated.


                                      -5-




Whether  or  not  you  are  able to attend the Annual Meeting in person, you are
urged  to complete, sign, date and return the accompanying proxy in the enclosed
envelope.  Your  proxy is solicited by our Directors and when properly completed
and  not  revoked,  will  be voted at the Annual Meeting in accordance with your
instructions.  Proxies  which  are  executed  but  do  not specify a vote for or
against,  or  in  abstention,  will be voted FOR the election of each of the two
nominees  for  Director named below and; FOR ratification for the appointment of
Madsen  & Associates, CPA's Inc. as the Company's independent public accountants
the fiscal year ending August 31, 2006.  If other matters come before the Annual
Meeting  the  proxies  will  be  voted  at  the  discretion  of  your directors.

Your  proxy  may  be revoked or changed at any time prior to the Annual Meeting.
You  may  do  this  by  advising the Secretary of the Company in writing of your
desire  to  revoke  your proxy, or by sending the Secretary another signed proxy
with  a  later date before the beginning of the Annual Meeting. If you decide to
attend  the  Annual Meeting and wish to change your proxy vote, you may do so by
voting in person. Attendance at the Annual Meeting will not, by itself, revoke a
proxy.

SOLICITATION  OF  PROXIES

The  solicitation of proxies will be conducted by mail and the Company will bear
the  entire cost of solicitation, including the preparation, assembly, printing,
and  mailing  of  this  Proxy  Statement, the Proxy, and additional solicitation
material  furnished  to  stockholders.  The  Company  has  not  retained a proxy
solicitor  in  conjunction  with  the  Annual  Meeting.  The Company may conduct
further solicitation personally, telephonically or by facsimile through its sole
director who will not receive any additional compensation for assisting with the
solicitation.

                                 PROPOSAL NO. 1

                              ELECTION OF DIRECTORS

At  the Annual Meeting, the stockholders will elect two directors to serve until
the  2006  Annual Meeting of stockholders or until they're respective successors
are  elected  and  qualified.  Unless marked otherwise, proxies received will be
voted  FOR  the  election  of  the  two  nominees named below. In the event that
additional  persons  are  nominated for election as directors, the proxy holders
intend  to vote all proxies received by them in such a manner as will ensure the
election  of  the  two nominees listed below, and in such an event, the specific
nominees  to  be  voted  for  will  be  determined  by  the  proxy  holders.

Stockholders  are  not entitled to cumulate voting in the election of directors.
All  nominees  have  consented to serve as directors, if elected. If none of the
nominee is unable or unwilling to serve as a director, at the time of the Annual
Meeting,  the  persons  who  are  designated as proxies intend to vote, in their
discretion,  for  such  other  persons,  if  any,  as  may  be designated by the
director.  As  of the date of this Proxy Statement, the directors have no reason
to  believe  that any of the nominees named below will be unable or unwilling to
serve  as  a  nominee  or  as  a  director  if  elected.


                                      -6-



Both  the  nominees  for  director  are currently  directors of the Company. The
names  of  persons  who  are  nominees for director, their ages as of the Record
Date,  and  their  positions  and  offices with the Company are set forth in the
table  below:








NOMINEE                  AGE       POSITION AND OFFICE HELD WITH THE COMPANY
-----------------  ---  -----------------------------------------------
                  
Del Thachuk (1)
                         69        Chief Executive officer, President and Director

Gordon Brooke (1)        60        NONE





(1)  Member  of  the  Audit  Committee

BUSINESS  EXPERIENCE  OF  DIRECTOR  NOMINEES

DEL  THACHUK,  has  been  the  President  and  Director of the Company since its
inception.  Del  graduated  from the Victoria Composite High School in Edmonton,
Alberta before spending nine months articling as a Chartered Accountant student;
but  did  not  complete the course requirements. Subsequently, he worked for two
years  for  the  City  of  Edmonton  as  a surveyor before entering professional
football  for  four  years. Del was a player for London Lords in London, Ontario
and  then was hired by the Edmonton Eskimos. From 1962 to 1969, he was owner and
president  of  Civic  Tire  & Battery Ltd. located in Olds, Alberta. His company
owned three tire shops and was in partnership with an additional two. Subsequent
to  the  sale  of  his company he became a contractor for a short period of time
during  which  time  he  built  and  sold  five  houses and approximately thirty
pre-fab. homes. In 1971, Del commenced mining a placer gold properly he owned in
Atlin,  British  Columbia. During the fifteen years he mined his placer property
he  extracted  in  excess  of 30,000 ounces of gold. With the sale of the placer
property, Del, over the next five years, entered into various mining ventures in
Nevada,  Washington State and British Columbia.  During the same period of time,
he  was  president  of  Red  Fox  Minerals  Ltd., a company listed on the former
Vancouver  Stock  Exchange. In 1991, he became part owner and general manager of
Koken  Sand  &  Gravel  which  employed  36  employees  and in its third year of
operations had in excess of CDN $6,000,000 in sales. In 1994, Mr. Thachuk became
a  consultant  for  various  companies  until  1997  when he acquired and became
president of a Mine-A-Max Corporation, a company trading on the OTCBB (currently
under  the  name  of  Peabodys  Coffee  Inc.).  He  is no longer associated with
Peabodys  Coffee  Inc.   For  the  past  five  years, Del has been investigating
various business opportunities and assisting individuals in start-up situations.
In  2001,  he became the president and a director of Info-Pro Technology Systems
Inc.;  a  company developing business manuals for sale directly to the public or
on  the internet.  To date, no sales have been made but the product is now fully
developed.

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


                                      -7-



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 for 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 applications 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 relationship
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  manufacture.  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 he is 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.

MEETINGS  OF  THE  BOARD  AND  BOARD  COMMITTEES

Since  inception,  there  has only been one Board of Directors meeting which was
held  in February 20, 2004 subsequent to the 2004 Annual General Meeting.  There
have  been  no  audit  committee  meetings  to date.   Both a Board of Directors


                                      -8-



meeting  and  Audit Committee meeting will be held subsequent to the 2005 Annual
General  Meeting.  The Directors are interested in seeking an individual who has
geological  qualification  who  will  become a member of the Board of Directors.
This  will  avoid the use of consultants to explore and determine the potential,
if  any,  of  the  Company's  mineral property.  No such individual has yet been
identified.

In re-electing Gordon Brooke, a Chartered Accountant, to the Board of Directors,
the  Company  will have a person well qualified to serve on the Audit Committee.
Mr.  Brooke  expertise  and  experience  include  the  following:

-     An understanding of generally accepted accounting principles and financial
      statements;

-     The  ability  to  assess  the  general  application  of such principals in
      connection with the  accounting  for  estimates,  accruals  and  reserves;

-     Experience  preparing,  auditing,  analyzing  or  evaluating  financial
      statements  that  present a breadth and level of complexity generally 
      comparable to those of the Company's financial statements, or experience
      actively supervising one or more persons  engaged  in  such  activities;

-     An  understanding  of  internal  controls  and  procedures  for  financial
      reporting;  and

-     An  understanding  of  Audit  Committee  functions.

The  Securities  Exchange  Commission  (the "SEC") requires that such attributes
have  been  acquired  through  any  one  or  more  of  the  follow  ways:

-     Education  and  experience  as  a  principal  financial officer, principal
      accounting officer, controller, public accountant or auditor or experience
      in one or more positions that  involve  the  performance  of similar
      functions;

-     Experience  actively  supervising a principal financial officer, principal
      accounting  officer, controller, public accountant, auditor or person 
      performing similar  functions;

-     Experience  overseeing  or  assessing  the  performance  of a companies of
      public accountants with respect to the preparation, auditing or evaluation
      of financial  statements;  and

-     Other  relevant  experience.

Gordon  Brooke's  professional  experience  is  consistent  with the above noted
requirements.

Besides  that  the  Audit  committee, the Company has no other committees at the
present  time.


                                      -9-




DIRECTOR  COMPENSATION

The  Company  does  not  pay  fees to its directors for the performance of their
duties  as  directors  of  the  Company. We do reimburse the directors for their
out-of-pocket  expenses  incurred  in  connection  with attending to business on
behalf  of  the  Company.  We  do  not  compensate  our  directors for committee
participation.  Nevertheless,  the  Company  realizes  that  its  directors  do
contribute a service to it and has given recognition to this service by accruing
$200  per  month.  Basically, this in an accounting entry and the directors will
never be able to be reimbursed in cash or in shares for the amount accrued.  The
monthly  charge  is  expensed with an offsetting credit to "Capital in Excess of
Par  Value"  on  the  Balance  Sheet.

RECOMMENDATION  OF  YOUR  DIRECTOR

Your  directors  recommend  a vote FOR the election of all nominees named above.

                                 PROPOSAL NO. 2

                     RATIFICATION OF INDEPENDENT ACCOUNTANTS

Madsen  &  Associates, CPA's Inc, has audited the Company's financial statements
since  the  year  ended August 31, 2004, and has been appointed by the Company's
directors  to  continue  as the Company's independent accountants for the fiscal
year  ending  August  31,  2006.  Stockholders  ratification of the selection of
Madsen  &  Associates  CPAs Inc. as the Company's independent accountants is not
required  by  the  Company's  bylaws  or  otherwise.  However, the Directors are
submitting  the  selection  of  Madsen  &  Associates CPA's Inc. for stockholder
ratification  as  a  matter  of good corporate practice. The persons name in the
accompanying  Proxy  will  vote  the  Common  Stock represented by the proxy for
ratification  of  the  selection  of  Madsen  &  Associates CPA's Inc., unless a
contrary  choice  has  been specified in the Proxy.  If the stockholders fail to
ratify  the appointment, the Directors will reconsider their selection, although
the  Directors  would  not  be  required  to select different independent public
accountants  for  the Company. Even if the selection is ratified, the directors,
at  discretion  of  the  Board  of  Directors,  may  direct the appointment of a
different  independent  accounting firm at any time during the year if the Board
of  Directors  feels  that  such  a  change  would  be  in the Company's and the
stockholders'  best  interests.

A representative of Madsen & Associates CPA's Inc. is not expected to be present
at  the Annual Meeting; therefore, shareholders will not have the opportunity to
make  statements,  if  he  or  she desires to do so directly, to the independent
public  accountants.

RECOMMENDATION  OF  YOUR  DIRECTOR

Your  Directors  recommend  a  vote  FOR  the ratification of the appointment of
Madsen  & Associates CPA's Inc. as the Company's independent accountants for the
fiscal  year  ending  August  31,  2006.


                                      -10-




     INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND
                                   MANAGEMEMT

The  following  table  sets  forth  certain information regarding the beneficial
ownership of our common stock as of October 31, 2005 for (a) each person we know
to  be  beneficial  owner  of five present or more of our common stock, (b) each
director of the Company, (c) each of the executive officers of the Company named
in  the Summery Compensation Table of this Proxy Statement (the "named Executive
Officers"),  and  (d)  your  Directors  and  Executive  Officers  as  a  group.







Name and Address of       Amount of Beneficial   Percentage
Beneficial Owner(1)           Ownership (2)       of Class
------------------------  ---------------------  ----------
                                           
Del Thachuk. . . . . . .            200,000 (i)         8.8
Maryanne Thachuk . . . .             20,000 (i)          .8
Gordon Brooke. . . . . .             50,000 (i)         2.2
Directors and Executive
Officers as a Group. . .            270,000            11.8



(1)  Unless  otherwise  noted, the security ownership disclosed in this table is
     of  record  and  beneficial.

(2)  Under  Rule 13-d of 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 the outstanding shares owned by
     the  person  having  such  rights,  but  are not deemed outstanding for the
     purpose  of  the  computing  the  percentage  for  such other persons. Your
     directors  and  officers  do  not  have  any  options,  warrants, rights or
     conversion  privileges  outstanding.

(i)  This  stock  is  restricted  since  it  was  issued  in compliance with the
     exemption  from  registration provide by Section 4(2) of the Securities Act
     of  1933,  as  amended.  After  this  stock has been held for one year your
     directors could sell 1% of the outstanding stock in the Company every three
     months.  Therefore, this stock can be sold after the expiration of one year
     in  compliance  with  provisions  rule  144.  There  are  "stock  transfer"
     restrictions placed against the certificate and a legend has been imprinted
     on  each  stock  certificates.

                               EXECUTIVE OFFICERS

     The  names,  ages and positions of our executive officers are listed below:







  Name              Age                                  Position
--------            ---                    ------------------------------------
                 

Del Thachuk.  . .   69               Chief Executive Officer and President

Maryanne Thachuk    68               Chief Financial Officer, Chief Accounting Officer
                                     and Secretary Treasurer





The  following  is  a  discussion of the business background of Maryanne Thachuk
(refer  to  page  7  for  the  business  background  of  Del  Thachuk).

MARYANNE  THACHUK  has  been  Secretary  Treasurer  of  our  Company  since  its
inception.  She  graduated  from  Jasper Place Senior High School in Edmonton in
1954  and  then  obtained a Certified Secretarial Diploma from McTavish Business


                                      -11-



College.  From  1956  to 1960, Maryanne worked for the CJCA Broadcasting Station
in  Edmonton  reporting  on  court  cases,  sport  related events and other news
issues.  She  was  the  assistant  to the Sports and News Director. In 1960, she
moved  to  Vancouver and was employed as a private Secretary to the President of
Dueck  Motors.  In  1962,  she moved back to Alberta where she was trained as an
In-Service  Social  Worker  with  the  Alberta Government Department of Public &
Child  Welfare.  In  1964,  Maryanne moved back to Vancouver as the Secretary of
the  President  of  Lindal Cedar Homes.  From 1965 to 1988, she worked part time
for  the  President  of Delmor Enterprises before becoming one of its directors.
In 1988, she became the Personal Secretary to the Board chairman of the Culinary
Foods Division for Canadian Airline.  From 1990 to 2001, she worked for the B.C.
Government  Department  of  Education  (Surrey  School  District  #36) where she
received  specialized  training  in  financial and administrative functions. She
retired  in  2001.

Presently the officer identified above serves at the discretion of your Board of
Directors.

EXECUTIVE  COMPENSATION  AND  OTHER  INFORMATION

The  following  summery  compensation  table  indicated  the  cash  and non-cash
compensation earned during the fiscal year ending August 31, 2000 to 2005 by our
Chief  Executive  Officer  and  our  Chief  Financial  Officer:

                     SUMMARY COMPENSATION TABLE (2000-2005)

     Annual  Compensation                Long  term  Compensation  (US  Dollars)
     --------------------                ---------------------------------------
                                        Awards          Payouts







(a)                     (b)        (c)         (e)        (f)       (g)     (h)   (i)
                                                             
                      Other    Restricted   All other
                      annual   stock        Options/    LTIP      compen-
Name and Princi- . .  Comp.    awards       SAR         payouts   sation
pal position . . . .  Year     Salary              ($)       ($)       (#)   ($)   ($)
--------------------  -------  -----------  ----------  --------  --------  ----  ----

Del Thachuk              2001          -0-         -0-       -0-       -0-   -0-   -0-
Chief Executive. . .     2002          -0-         -0-       -0-       -0-   -0-   -0-
Officer, President .     2003          -0-         -0-       -0-       -0-   -0-   -0-
And Director       .     2004          -0-         -0-       -0-       -0-   -0-   -0-
                         2005          -0-         -0-       -0-       -0-   -0-   -0-

Maryanne Thachuk . .     2001          -0-         -0-       -0-       -0-   -0-   -0-
Chief Financial. . .     2002          -0-         -0-       -0-       -0-   -0-   -0-
Officer and. . . . .     2003          -0-         -0-       -0-       -0-   -0-   -0-
Secretary Treasurer.     2004          -0-         -0-       -0-       -0-   -0-   -0-
                         2005          -0-         -0-       -0-       -0-   -0-   -0-



                                      -12-



There  are  no stock options either granted or outstanding as at August 31, 2005
from  the  Incentive  Employee Stock Option Plan approved by the shareholders at
the  2004  Annual  General  Meeting.

The  Company is not a party to any employment contracts or collective bargaining
agreements.

SECTION  16  (A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires that
your directors and executive officers, and persons who own more than ten percent
of  our common stock, file with the SEC initial reports of ownership and reports
of  change  in  ownership  of  our  common  stock  and  other equity securities.
Officers,  directors  and greater-than- ten percent stockholders are required by
SEC  regulation to furnish us with copies of all section 16 (a) forms they file.
Specific  due  dates  have  been  established by the SEC, and we are required to
disclose  in  this  report  any  failure  to  file  by  those  dates.

Based  upon  review of the copies of the Section 16 (a) reports furnished to us,
or written representations from one more of these persons, we believe that there
has  been  compliance  will all section 16 (a) filing requirements applicable to
our  officers,  director  and  ten-percent  beneficial  owners. Del and Maryanne
Thachuk  have both filed Form 3 and Del Thachuk has filed a Form 5 for 2003. All
directors  and  officers  have  filed  reports  indicating  the shares they have
acquired  under  a  private  placement  undertaken  in  September  2005.

                                 AUDIT COMMITTEE

Since  the  inception  of  the  Company, there have not been any Audit Committee
meetings  but  the Company does intend to hold an audit committee meeting within
the  next several months. Presently, the Audit Committee consists of Del Thachuk
and  Gordon  Brooke.

The Audit Committee operates under a written charter adopted by Del Thachuk when
he  was  the  sole  director.  Among  its  other  functions, the Audit Committee
recommends  to the Board of Directors, subject to stockholders ratification, the
selection  of  the  Company's independent accountants. Management is responsible
for  the  Company's  internal  controls  and  financial  reporting  process. The
independent  accountants  are responsible for performing an independent audit of
the  Company's  financial  statements  in  accordance  with  generally  accepted
auditing  standards  and  to  issue  a  report  thereon.  The  Audit Committee's
responsibility  is  to  monitor  and  oversee  this  process.

In  this  context,  the  Audit  Committee members have held discussions with the
independent  accountants regarding matters required to be discussed by Statement
on  Auditing  Standards  No.  61.

The  Company's independent accountants also provided to the members of the Audit
Committee a written disclosure required by Independence Standards Board Standard
No.  1,  "Independence  Discussions  with Audit Committees." The Audit Committee


                                      -13-



members  discussed  with the independent accountants its firm's independence and
considered  whether  the  non-audit  services  provided  by  the  independent
accountants  are  compatible  with  maintaining  its  independence.  The  only
non-auditing  services  provided  by  the  independent  accountants  were  the
preparation  of  the  corporate  income  tax  returns.

Based  on  the above discussion with the independent accountants, the members of
the  Audit  Committee  has  authorized  the  inclusion  of the audited financial
statement  in  the  Company's  Annual  Report  on Form 10-KSB for the year ended
August  31,  2005  as  filed  with  the  SEC.

           FEES BILLED FOR SERVICES RENDERED BY PRINCIPAL ACCOUNTANTS

AUDIT  FEES.

Madsen  &  Associates  CPA's  Inc.,  our  independent  auditor  and  principal
accountant,  billed  the  Company a aggregate of $3,585 in fees for professional
services  rendered  in connection with the audit of our financial statements for
the  fiscal  year with the audit of our financial statements for the fiscal year
ended  August  31, 2005, and the reviews of the financial statements included in
each  of  our  Form  10-QSB  filed  during  the  year.

FINANCIAL  INFORMATION  SYSTEMS  AND  IMPLEMEMTATION  FEES.

Madsen  &  Associates  CPA's  Inc.  did  not  perform  or  bill  our Company for
professional  services  during  the  fiscal  year  ended  August  31,  2005,  in
connection  with the design and implementation of financial information systems.

The  Audit  Committee  has concluded that the provision of these services to our
Company  is  compatible  with  maintaining  Madsen  &  Associates  CPA's  Inc.
independence.

TAX  FEES

Madsen & Associates CPA's Inc. invoiced the Company $200 for the preparation and
completion  of  the  corporate  income  tax  returns.

DISAGREEMENT  WITH  THE  INDEPENDENT  ACCOUNTANTS  ON  ACCOUNTING  AND FINANCIAL
DISCLOSURE

From inception in 1998 to August 31, 2003, the Company's independent accountants
were  Sellers  and  Andersen, LLC of Salt Lake City, Utah. The firm's report for
the period from inception to August 31, 2003 did not contain any adverse opinion
or  disclaimer,  nor  were  there  any  disagreements between management and the
Company's  accountants.

On  February  5,  2005,  the  Company dismissed Sellers & Andersen, LLC from its
position  as  the  Company's  independent  accountants.  Sellers & Andersen, LLC
reported  on  the  Company's  financial statements as of and for the years ended
August 31, 2003 and August 31, 2002, contained no adverse opinions or disclaimer
of  opinion  and  were not modified or qualified as to audit scope or accounting
principles,  but  did  contain  a  modification  as  to the Company's ability to
continue  as  a  going  concern.


                                      -14-



The  Company's  Board  of  Directors  and  Audit  Committee  participated in and
approved  the  decision  to  change  independent  accountants.

On  February  5,  2004,  the  Company engaged Madsen & Associates, CPA's Inc. to
audit  its  financial  statements for the year ended August 31, 2004. During the
two most recent fiscal years and through August 31, 2003 and August 31, 2002 and
through  to  February  4,  2004,  the  Company  had  not consulted with Madsen &
Associates,  CPA's  Inc.  regarding:

(i)  The  application of accounting principles to a specific transaction, either
     completed  or proposed, or the type of audit opinion that might be rendered
     on the Company's financial statements, and no written report or oral advice
     was  provided to the Company by concluding there was an important factor to
     be  considered  by  the Company in reaching a decision as to an accounting,
     auditing  or  financial  reporting  issue;  or

(ii) any  matter  that was either the subject of a disagreement, as that term is
     defined in Item 304 (a) (1) (iv) (A) or Regulation S-B or an event, as that
     term  is  defined  in  Item  304  (a)(1)(iv)(B).

Therefore,  for the fiscal years ended August 31, 2004 and 2005, our independent
accountants  have  been  Madsen  &  Associates  CPA's  Inc.

                                  OTHER MATTERS

The  Board of Directors does not know of any other business that may come before
the Annual Meeting, but if any such business is properly presented at the Annual
Meeting, or any adjournments or postponements, the persons named in the enclosed
proxy  will  vote  the  proxy  and  act  according  to  their  best  judgment.

                           AVAILABILITY OF INFORMATION

A  copy  or our Annual Report on Form 10-KSB for the year ended August 31, 2005,
as  filed  with  the SEC, is being mailed to stockholders together with the 2005
Annual  Report  and  Proxy  Statement.   If  stockholders  require copies of the
various  Form  10-QSB  filed  during  the  year  they may obtain a copy, without
charge, by writing to Maryanne Thachuk, Standard Capital Corporation, 2429 128th
Street,  Surrey,  British  Columbia,  Canada,  V4A  3W2.

By  Order  of  the  Directors

"Del Thachuk"

E.  Del  Thachuk
President and Chief Executive Officer

October 31, 2005  

                                      -15-





                                      PROXY

                          STANDARD CAPITAL CORPORATION

             2005 ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 18, 2005

               THIS PROXY IS SOLICITED ON BEHALF OF YOUR DIRECTORS

THE UNDERSIGNED REVOKES ALL PREVIOUS PROXIES, ACKNOWLEDGES RECEIPT OF THE NOTICE
OF  THE  STOCKHOLDERS'  MEETING  TO  BE  HELD  NOVEMBER  18,  2005 AND THE PROXY
STATEMENT,  AND  APPOINTS  DEL  THACHUK AND GORDON BROOKE, OR EITHER OF THEM THE
PROXY  OF  THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUATION, TO VOTE ALL SHARES
OF  COMMON  STOCK  OF  STANDARD  CAPITAL  CORPORATION,  THAT  THE UNDERSIGNED IS
ENTITLED  TO  VOTE,  EITHER  ON  HIS  OR HER BEHALF OR ON BEHALF OF AN ENTITY OR
ENTITIES  AT  THE  ANNUAL  MEETING  OF STOCKHOLDERS OF THE COMPANY TO BE HELD ON
NOVEMBER  18,  2005, AND AT ANY ADJOURMENT OR POSTPONMENT THEREOF, WITH THE SAME
FORCE AND EFFECT AS THE UNDERSIGNED MIGHT OR COULD DO IF PERSONALLY PRESENT. THE
SHARES  REPRESENTED BY THIS PROXY ARE AS OF OCTOBER 31, 2005, AND SHALL BE VOTED
IN  THE  MANNER  SET  FORTH  BELOW:

PLEASE  MARK, DATE AND SIGN IN THE SPACE PROVIDED BELOW AND RETURN PROPTLY USING
THE  ENCLOSED  STAMPED  SELF-ADDRESSED  ENCLOSED  ENVELOPE.

THE  SHARES REPRESENTED BY THIS PROXY MAY BE VOTED ON THE ITEMS BELOW BY MARKING
AN  "X" IN THE SPACE PROVIDED FOR THAT PURPOSE. UNLESS OTHERWISE SPECIFIED, THIS
PROXY  WHEN  PROPERLY EXECUTED WILL BE VOTED FOR PROPOSAL 1-2, AND WILL BE VOTED
IN  THE  DISCRETION  OF  THE  PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE  THE  MEETING  OR  ANY  ADJOURMENT  OR  POSTPONEMENT  THEREOF.

1.   To elect the following nominees as directors to serve until the next Annual
     Meeting  or  until  their  successors  have  been  elected  and  qualified:

               E. Del Thachuk            FOR           AGAINST           ABSTAIN

               Gordon Brooke             FOR           AGAINST           ABSTAIN


2.   To  ratify the selection of Madsen & Associates CPA's Inc. as the Company's
     independent  accountants:

                FOR           AGAINST           ABSTAIN


                                      -16-




Please  sign  your name exactly as it appears herein.  If acting as an attorney,
executor,  trustee,  or  in  other  capacity,  sign  name  and  title.


Dated:  ____________________  ,  2005



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(signature)


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(print  name)


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(address)


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                                      -17-