3



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X  )     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(D) OF THE SECURITES
          EXCHANGE  ACT  OF  1934
                        For  the  quarterly  period  ended     May  31,  2004
                                                               --------------

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

                        For  the  transition  period  from           to

                        Commission  File  number          0-25707
                                                          -------

                           STANDARD  CAPITAL  CORPORATION
                           ------------------------------
      (Exact name of small business issuer as specified in its  charter)

          Delaware                                       91-1949078
          --------                                   --------------
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
incorporation  or  organization)


         2429  -  128th  Street, Surrey, British Columbia, Canada, V4A 3W2
         -----------------------------------------------------------------
                 (Address  of  principal  executive  offices)

                              1  -  604  -  538-4898
                              ----------------------
                          (Issuer's  telephone  number)
                                        N/A
                                        ---
       (Former  name, former address, and former fiscal year, if changed
                             since  last  report)

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Check  whether  the  registrant  filed  all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes  No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest  practicable  date:

May  31,  2004:     1,295,000  common  shares

Transitional  Small  Business Disclosure format (Check one):   Yes [   ]  No [X]


                                      -1-
<PAGE>






                                      INDEX

<TABLE>
<CAPTION>




                                                                      PAGE
                                                                     NUMBER
                                                                    --------
<S>                      <C>                                <C>   <C>
PART 1.. . . . FINANCIAL INFORMATION

     ITEM 1..  Financial Statements (unaudited)                          3

               Balance Sheet as at May 31, 2004 and August 31,
                   2003                                                  4

               Statement of Operations
                   For the three and nine months ended May 31,
                   2004  and  2003 and for the period September
                   24, 1998 (Date of  Inception) to May 31, 2004 .       5

               Statement of Cash Flows
                   For the nine months ended May 31, 2004 and 2003
                   and for the period September 24, 1998 (Date of
                   Inception) to May 31, 2004. . . . . . . . . . .       6

               Notes to the Financial Statements. . . . . .              7

     ITEM 2    Management's Discussion and Analysis or Plan
            .. . . .of Operations                                       11

     ITEM 3..  Controls and Procedures                                  15

PART 11. .  .  OTHER INFORMATION                                        15

     ITEM 1..  Legal Proceedings                                        15

     ITEM 2..  Changes in Securities                                    15

     ITEM 3..  Defaults Upon Senior Securities                          16

     ITEM 4.   Submission of Matters to a Vote of
       . .        Security Holders                                      16

     ITEM 5..  Other Information                                        17

     ITEM 6..  Exhibits and Reports on Form 8-K                         18

               SIGNATURES.. . . . . . .                                 19
</TABLE>


                                      -2-
<PAGE>






                         PART 1 - FINANCIAL INFORMATION


                         ITEM 1.   FINANCIAL STATEMENTS



The  accompanying  balance  sheet  of  Standard  Capital  Corporation  (a
pre-exploration  stage  company) at May 31, 2004 (with comparative figures as at
August  31, 2003) and the statement of operations  for the three and nine months
ended  May 31, 2004 and 2003 and the statement of cash flows for the nine months
ended  May 31, 2004 and 2003 and for the period from September 24, 1998 (date of
incorporation) to May 31, 2004 have been prepared by the Company's management in
conformity with accounting principles generally accepted in the United States of
America.  In the opinion of management, all adjustments considered necessary for
a  fair  presentation  of  the results of operations and financial position have
been  included  and  all  such  adjustments  are  of  a normal recurring nature.

Operating  results  for  the  quarter  ended  May  31, 2004, are not necessarily
indicative  of  the  results that can be expected for the year ending August 31,
2004.


                                      -3-
<PAGE>






                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)

                                 BALANCE  SHEETS

                                  May 31, 2004
                  (with comparative figures at August 31, 2003)

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>




                                                               MAY 31      AUGUST 31
                                                                2004          2003
                                                            ------------  ------------
<S>                                                         <C>           <C>
ASSETS

CURRENT ASSETS

     Bank. . . . . . . . . . . . . . . . . . . . . . . . .  $        86   $       131
                                                            ------------  ------------

                                                            $        86   $       131
                                                            ============  ============

LIABILITIES

      Accounts payable - related party . . . . . . . . . .  $    25,163        20,931
      Accounts payable and accrued liabilities . . . . . .       34,100        23,254
                                                            ------------  ------------
                                                                 59,263        44,185
                                                            ------------  ------------

STOCKHOLDERS' EQUITY

     Common stock
           25,000,000 shares authorized, at $0.001 par
           value, 1,295,000 shares issued and outstanding.        1,295         1,295

     Capital in excess of par value. . . . . . . . . . . .       25,905        22,755

     Deficit accumulated during the exploration stage. . .      (86,377)      (68,104)
                                                            ------------  ------------

           Total Stockholders' Equity (deficiency) . . . .      (59,177)      (44,054)
                                                            ------------  ------------

                                                            $        86   $       131
                                                            ============  ============
</TABLE>






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


                                      -4-
<PAGE>




                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)

                            STATEMENTS OF OPERATIONS

   For the three and nine months ended May 31, 2004 and 2003 and for the period
           from September 24, 1998 (Date of Inception) to May 31, 2004

                     (Unaudited  -  Prepared by Management)
<TABLE>
<CAPTION>





                                          FOR THE         FOR THE         FOR THE         FOR THE
                                           THREE           THREE            NINE           NINE         DATE OF
                                           MONTHS          MONTHS          MONTHS         MONTHS      INCEPTION TO
                                           ENDED           ENDED           ENDED           ENDED         MAY 31,
                                       MAY 31,  2004   MAY 31, 2003    MAY 31, 2004    MAY 31, 2003       2004
-------------------------------------  --------------  --------------  --------------
<S>                                    <C>             <C>             <C>             <C>            <C>
SALES . . . . . . . . . . . . . . . .  $           -   $           -   $           -   $          -   $           -
                                       --------------  --------------  --------------  -------------  -------------

GENERAL AND ADMINISTRATIVE  EXPENSES:

     Accounting and audit . . . . . .          1,250           1,000           3,800          3,000          28,000
     Annual General Meeting costs . .              -               -           1,000              -           1,000
     Bank charges and interest. . . .             22              18              85             52             788
     Consulting fees. . . . . . . . .              -               -           2,500              -           2,500
     Edgar filing fees. . . . . . . .            250             200             840            600           4,729
     Filing fees - SEC. . . . . . . .            129               -             229              -             229
     Geological report. . . . . . . .              -               -           1,000              -           2,780
     Incorporation costs. . . . . . .              -               -               -              -             255
     Legal fees . . . . . . . . . . .              -               -               -              -             487
     Management fees. . . . . . . . .            600             600           1,800          1,800          13,800
     Miscellaneous. . . . . . . . . .              -             275              60            275           1,600
     Office expenses. . . . . . . . .            117               -             322            136           1,310
     Rent . . . . . . . . . . . . . .            300             300             900            900           6,900
     Staking  and exploration costs .              -               -           1,333          2,528           6,786
     Telephone. . . . . . . . . . . .            150             150             450            450           3,450
     Transfer agent's fees. . . . . .          1,446           1,355           1,872          1,630           9,681
     Travel and entertainment . . . .          2,082               -           2,082              -           2,082
                                       --------------  --------------  --------------  -------------  --------------

NET LOSS. . . . . . . . . . . . . . .  $      (6,346)  $      (3,898)  $     (18,273)  $    (11,371)  $     (86,377)
                                       ==============  ==============  ==============  =============  ==============


NET LOSS PER COMMON SHARE

     Basic. . . . . . . . . . . . . .  $           -   $           -   $        (.01)   $       (.01)
                                       ==============  ==============  ==============  =============


AVERAGE OUTSTANDING SHARES

     Basic. . . . . . . . . . . . . .      1,295,000       1,295,000       1,295,000      1,295,000
                                       ==============  ==============  ==============  =============
</TABLE>





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


                                      -5-
<PAGE>



                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)

                            STATEMENTS OF CASH FLOWS

     For the nine months ended May 31, 2004 and  2003 and for the period from
             September 24, 1998 (Date of Inception) to May 31, 2004

                      (Unaudited - Prepared by Management)

<TABLE>
<CAPTION>




                                             FOR THE NINE    FOR THE NINE       DATE OF
                                                MONTHS          MONTHS        INCEPTION
                                                ENDED           ENDED             TO
                                               MAY 31,         MAY 31,          MAY 31,
                                                 2004            2003            2004
                                            --------------  --------------  -------------
<S>                                         <C>             <C>             <C>
CASH FLOWS FROM
     OPERATING ACTIVITIES:

     Net loss. . . . . . . . . . . . . . .  $     (18,273)  $     (11,371)  $    (86,377)

     Adjustments to reconcile net loss to
          net cash provided by
          operating activities:

    Changes in assets and liabilities:
          Accounts payable . . . . . . . .         10,846           6,913         34,100
          Accounts payable - related party          4,232           1,256         25,163
          Capital contributions - expenses          3,150           3,150         24,150
                                            --------------  --------------  ------------

               Net Cash from Operations. .            (45)            (52)        (2,964)
                                            --------------  --------------  -------------

CASH FLOWS FROM
      FINANCING ACTIVITIES:

          Proceeds from issuance of
               common stock. . . . . . . .              -               -           3,050
                                            --------------  --------------  -------------

                                                        -               -           3,050
                                            --------------  --------------  -------------

     Net (decrease) increase in Cash . . .            (45)            (52)             86

     Cash at Beginning of Period . . . . .            131             329               -
                                            --------------  --------------  -------------

     CASH AT END OF PERIOD . . . . . . . .  $          86   $         277   $          86
                                            ==============  ==============  =============
</TABLE>









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


                                      -6-
<PAGE>



                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 2004
                      (Unaudited - Prepared by Management)


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  Company  was  organized  for  the  purpose of acquiring and developing
     mineral  properties.  At  the  report  date  mineral  claims,  with unknown
     reserves,  had been acquired. The Company has not established the existence
     of  a  commercially  minable  ore deposit and therefore has not reached the
     development  stage  and  is  considered to be in the exploration stage (see
     note  3).

     The  Company has completed one Regulation D offering of 1,295,000 shares of
     its  capital  stock  for  $3,050.


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
     -------------

     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  May  31,  2004,  the  Company had a net operating loss carry forward of
     $86,377.  The  tax  benefit  of  approximately  $25,900 from the loss carry
     forward has been fully offset by a valuation reserve because the use of the
     future  tax  benefit  is  doubtful since the Company has no operations. The
     loss  carry  forward  will  expire  in  2024.


                                      -7-
<PAGE>



                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)
                        NOTES  TO  FINANCIAL  STATEMENTS
                                  May 31, 2004
                      (Unaudited - Prepared by Management)


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

     Environmental  Requirements
     ---------------------------

     At  the report date environmental requirements related to the mineral claim
     acquired  are  unknown and therefore any estimate of any future cost cannot
     be  made.

     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  the  common share rights unless the exercise
     becomes antidulutive and then only the basic per share amounts are shown in
     the  report.

     Unproven  Mining  Claim  Costs
     ------------------------------

     Cost  of  acquisition,  exploration,  carrying  and  retaining  unproven
     properties  are  expensed  as  incurred.

     Financial  and  Concentration  Risk
     -----------------------------------
     The  Company  does  not  have any concentration or related financial credit
     risk.

     Revenue  Recognition
     --------------------

     Revenue is recognized on the sale and delivery of product or the completion
     of  services.

     Estimates  and  Assumptions
     ---------------------------

     Management uses estimates and assumptions in preparing financial statements
     in  accordance  with accounting principles generally 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.


                                      -8-
<PAGE>




                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)
                        NOTES  TO  FINANCIAL  STATEMENTS
                                  May 31, 2004
                      (Unaudited - Prepared by Management)

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED

     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.

     Recent  Accounting  Pronouncements
     ----------------------------------

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

3.     AQUISITION  OF  MINERAL  CLAIM

     The  Company  acquired one 18 unit metric claim known as the Standard claim
     situated  within  the  Bridge River gold camp near the town of Gold Bridge,
     160  kilometres  north  of  Vancouver, British Columbia, with an expiration
     date  of  February 25, 2005. The claims may be extended for one year by the
     payment  of  $3,600  Cdn  or an equivalent amount of dollars in work on the
     Standard  claim  plus  a  filing  fee  of  $180 Cdn.

4.     SIGNIFICANT  TRANSACTIONS  WITH  RELATED  PARTY

     Officers-directors, and their controlled entities, have acquired 15% of the
     outstanding common stock and have made no interest, demand loans of $25,163
     to  the  Company,  and have made contributions to capital of $24,150 by the
     payment  of  Company  expenses.

5.     AMENDMENT  TO  CERTIFICATE  OF  INCORPORATION

     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.

6.     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 value 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.


                                      -9-
<PAGE>



                          STANDARD CAPITAL CORPORATION
                        (A Pre-exploration Stage Company)
                        NOTES  TO  FINANCIAL  STATEMENTS
                                  May 31, 2004
                      (Unaudited - Prepared by Management)



7.     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. Continuation of the Company as a going
     concern  is  dependent  on  obtaining  additional  working  capital and the
     management  of the Company has developed a strategy, which it believes will
     accomplish  this objective through additional equity funding, and long term
     financing,  and  payment  of  Company  expenses  by its officer, which will
     enable  the  Company  to  operate  for  the  coming  year.


                                      -10-
<PAGE>




















                ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                               PLAN OF OPERATIONS

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

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

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

LIQUIDITY  AND  CAPITAL  RESOURCES

Standard  has  had  no  revenue  since  inception and its accumulated deficit is
$86,377.  To  date, the growth of Standard has been funded by the sale of shares
and  advances  by  its director in order to meet the requirements of filing with
the  SEC  and  maintaining  the  Standard  claim  in  good  standing.

The  plan  of  operations  during the next twelve months will be to maintain the
Standard  claim  in good standing with the Province of British Columbia and meet
its  filing  requirements.   Presently  Standard  does  not  have  the  funds to
consider  any additional mineral claims.   Management is considering the raising
of  additional  funds through the sale of shares but no decision as to the price
and  number  of  shares  to  be  issued  has  been  decided  upon.

Management  estimates  that  a minimum of $14,485 will be required over the next
twelve  months  to  pay  for  such  expenses  as  bookkeeping ($3,250), auditing
($3,600), Edgar fees ($1,400), filing fees to maintain Standard in good standing
with  the  State  of  Delaware  and  payment  to  Standard's  registrant ($235),
exploration  activities on the Standard claim ($2,850), office and miscellaneous
($400),  and  payments  to  the transfer agent including interest ($2,000).  The
above noted figure does not include amounts owed to third party creditors in the
amount  of  $34,100  as  at  May  31,  2004.  The amount required to cover total
operating  costs  for  the  next twelve months and to settle all the outstanding
amounts  owed  to  third  party creditors would be $48,585.  At present Standard
does  not  have  these  funds, having only $86 in its bank account, and would be
required  to  either sell shares in its capital stock or obtain further advances
from  its director.  Standard's future operations and growth is dependent on its
ability  to  raise  capital  for  expansion  and  to  seek  revenue  sources.

RESULTS  OF  OPERATIONS

Recent  work  undertaken  on  the  Standard  claim

During  February  2003, Standard laid out a sampling grid system on the Standard
claim  for  the  purpose  of geochemical soil sampling program to be done in the
future.   A  budget  of  approximately  $3,600  Canadian was expended to lay out
2,350  meters  of sampling grid.  Unfortunately, Standard did not have any funds
to  undertake  the  soil sampling program during the summer of 2003 and will now
have  to  wait until the summer of 2004 due to the snow conditions in the region
during  the  winter  months.  This  work  maintained  the Standard claim in good
standing  until February 24, 2004.  Subsequently, through a cash payment for the
purchase  of  PAC  grants, the Standard claim is in good standing until February
23,  2005.


                                      -11-
<PAGE>



Historical  summary  of  the  Standard  claim

The  Standard  claim was located and staked on January 24, 1999 by the four post
staking  method  and,  as  mentioned above, is presently in good standing.  This
mineral  claim  consists  of 18 units totaling 450 hectares with an area 2 miles
south  by  1  mile  west.

The  Legal Corner Post is located approximately 2 miles southeast of the Village
of  Bralorne  and  on the north side of Fergusson Creek.  Access to the Standard
claim is by snowmobile part way up the Fergusson Creek access trail to the 5,800
feet  elevation  and  approximately  1  mile  up  Fergusson  Creek.

The  claim  boundary  is  characterized  by  extreme  topographical  conditions.
Sub-alpine  scrub  alder and hemlock trees grow at the creek elevations and rock
outcropping  exposure  is  good  along  peaks and ridges in the east half of the
canyon.  The  winters  are  cold  with generally high snowfall accumulations and
summers  are  hot  and  dry.

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

There are certain risk factors regarding Standard's operation which might effect
the  outcome  of  its ability to operate in the future.  These are listed below.

1.   Standard's  auditors  are  concerned about it continuing as a going concern
     and  whether  it  will  be  able  to  achieve  its  objectives.

The  auditors  stated  in  their  opinion,  attached  to  the  audited financial
statements  for the year ended August 31, 2003, a concern as to whether Standard
will continue as a going concern.  There is substantial doubt on the part of the
auditors whether Standard can continue its operations for the next twelve months
based  on  its  financial  condition  as  at  the  year-end.  If the director is
unwilling to continue to advance Standard money, and Standard is unable to raise
money  for  the  exploration  of  the  Standard  claim, it might lose the claim.
Without  the ability to explore the Standard claim, Standard will not be able to
achieve  its  objectives  as  set  forth  by  management.

2.   Penny  stock  rules  may  make  buying  or  selling  of  Standard's  shares
     difficult.

Trading  in  Standard's  shares  will,  when  a quotation is obtained on the OTC
Bulletin  Board,  be  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 Standard's shares to
persons  other  than prior investors 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
addition,  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
Standard's  shares,  which could severely limit their market price and liquidity
of  Standard's shares.  Broker-dealers who sell penny stocks to certain types of
investors  are  required  to  comply  with  the SEC'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;


                                      -12-
<PAGE>



-    Receive  the  purchaser's  written  consent  to  the  transaction;  and

-    Provide  certain  written  disclosures  to  the  purchaser.

Any  future  investor  must  consider that Standard's share price might never be
considered  anything  more  than  "penny  stock".

3.   Standard  lacks  an  operating history and has losses which are expected to
     continue  into  the  future.  If  the losses continue Standard will have to
     suspend  or  cease  operations.

Standard was incorporated on September 24, 1998 and has not realized any revenue
to  date.  It  has  no  operating history upon which an evaluation of its future
success  or  failure  can  be  made.  The  net  loss since inception is $86,377.

    .  Standard's  ability  to  achieve  profitability  at  the  present time is
doubtful based on past experiences.  It might never realize a positive cash flow
from its exploration activities on the Standard claim and therefore may continue
to  incur  negative  cash  flows  for  years  into  the  future.

4.   Lack  of  employees  due  to  no  funds  to  hire  new  employees

Standard  currently  only  has  three  employees, its President, Del Thachuk and
Secretary  Treasurer,  Mary  Anne  Thachuk  and  Chief Financial Officer, Gordon
Brooke.  Neither  of these two individuals work full time for Standard since Del
Thachuk is working with another company and Maryanne Thachuk is retired.   There
is  a  substantial  risk  Standard  will  not  have  the funds necessary to hire
additional  employees  that  would  be needed in Standard's exploration program.

5.   Lack  of  geological  experience  by  the  officers  and  directors

Even  though Del Thachuk was involved in placer mining for over 30 years and was
President  of  Red  Fox  Minerals  Ltd  until  10  year  ago  he does not have a
geological  background.   Gordon  Brooke,  Alexander  Ibsen and Maryanne Thachuk
have  no  experience in the mineral industry.   Therefore, Standard will have to
rely upon outside consultants to give advise on the various methods of exploring
the  Standard  claim.

6.   Conflict  of  Interest

Del  Thachuk is an officer and director of Info-Pro Marketing Inc. ("Info-Pro"),
a  private  Nevada company and, therefore, there might be a conflict of interest
in  his  dealing  between  Standard and Info-Pro.   Since Info-Pro is not in the
mineral  exploration industry, the real conflict will be how he devotes his time
between  the  two  companies.   Standard can only hope that he deals fairly with
it.  Even  though  Gordon  Brooke and Alexander Ibsen are not involved in public
companies  they  do  have  other  business  interests.

7.   Money  is  difficult  to  obtain  for  "grass  roots"  exploration.

The future exploration of the Standard claim is considered "grass roots" in that
it  is  speculative  in  nature  due  to  being  a  search  for  an ore reserve.
Investors  tend  to be shy about investing in "grass roots" exploration programs
since  if  no mineralization is discovered on the Standard claim, Standard might
allow  the claim to lapse.   If management is unable to identify another mineral
claim,  the  money  invested  by shareholders might be lost and never recovered.


                                      -13-
<PAGE>



8.   Fluctuating  prices  of  minerals could cease exploration activities on the
     Standard  claim.

Standard  has  absolutely  no control over the daily prices of various minerals.
These  daily mineral prices are set by the world markets.   When gold and silver
prices,  per  ounce,  have  fallen  in value, Standard will find it difficult to
attract money for exploration on the Standard claim.  Later, if it ever happens,
and Standard finds an ore reserve it might not be able to develop such a reserve
on  the  Standard  claim  due  to  fallen  mineral  prices.

9.   Other  fluctuating  prices  outside  of  the  control  of  Standard.

Standard  will  not have any control over fluctuating prices of labor, supplies,
equipment  and  taxes.  Any  sudden increase in any of these costs will have the
effect  of  limiting the amount of exploration activities Standard can undertake
on  its  mineral  claim.  For  example, if Standard budgeted a certain number of
dollars for workers during the exploration on the Standard claim and their daily
rate  doubled,  the  number  of  days  used  for  exploration  would  be reduced
accordingly.   This  will  limit  the  information  derived  during exploration.

10.  Weather  interruptions  in  the Province of British Columbia may affect and
     delay  the  proposed  exploration  operations.

The  proposed  exploration work on the Standard claim should be performed during
the late spring, summer and early fall due to weather conditions.   It is normal
in  the  Bralorne  area  for the late fall, winter and early spring months to be
subject  to heavy snow conditions.   Even during the early summer months British
Columbia  is  noted for its rainfall and during the middle to late summer months
for  its forestry closures due to hot dry weather.   Standard cannot control the
weather  and  if  it  plans  a  work  program  it  might have to delay it due to
unexpected  weather  conditions.

11.  Standard  is  a  small  company  without much capital which might limit its
     exploration  activities  and  ability  to  expand  in  the  future.

The  small size of Standard and lack of capital might mean a limited exploration
program  and  a  lack  of  ability  to  take advantage of business opportunities
available  to  large  companies.   Having adequate capital would mean Standard's
management  could  direct  greater  interest  to the exploration of the Standard
claim  in  hopes  of  obtaining  information  which  will  assist  in its future
development.  Without  adequate  capital  it  will  take  longer  to explore the
Standard  claim  and  limit  Standard's  ability  to  expand  in  the  future.

12.  Standard  is  a  one  property  company

With  only  the  Standard claim, Standard does not have the diversion in mineral
properties  which management would like.  In addition, future investors might be
wary  to invest in a one property company since, should the Standard claim prove
to be without commercially viable mineralization, the investor might lose his or
her  entire  investment.

13.  Standard  will  have  difficulty  attracting  mining  personnel

Being  a  small company with only one mineral property might prove difficult for
Standard  to  attract  mining  personnel  to  work  on the Standard claim.  Many
consultants  and  workers  want  to  be  associated  with  companies  which have
financial  stability  and  a  variety of mineral properties since this will give
them  the  opportunity to move between properties in the event one property does
not  prove  to  have  viable  mineralization  associated with it.  With only the
Standard  claim,  Standard  will  have  to  let workers go after the exploration
season  which  usually are at times when the weather conditions are not suitable
for  them  to  find  other  properties  to  work  on.


                                      -14-
<PAGE>



14.  Standard  may  never  be  able  to  refine  its  ore  reserve

Even  though  there  exists  a commercial viable ore body, there is no guarantee
competition  in  refining the ore will not exist.  Other companies may have long
term  contracts with refining companies thereby inhibiting the Company's ability
to  process its ore and eventually market it.  At this point in time the Company
does  not  have  any contractual agreements to refine any potential ore it might
discover  on  its  mineral  claim.

The  foregoing  plan  of operations contains forward-looking statements that are
subject  to  the  risks  and  uncertainties, which could cause actual results to
differ  materially  from  those  discussed in the forward-looking statements and
from  historical  results  of  operations.

ITEM  3.     CONTROLS  AND  PROCEDURES

(a)     Evaluation  of  Disclosure  Controls  and  Procedures
        -----------------------------------------------------

Standard's  Chief  Executive  Officer  and  its  Chief  Financial Officer, after
evaluating  the  effectiveness of Standard's controls and procedures (as defined
in  the  Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the
date  within  90 days of the filing of this quarterly report on Form 10-QSB (the
"Evaluation  Date"),  have  concluded that as of the Evaluation Date, Standard's
disclosure  and  procedures  were adequate and effective to ensure that material
information  relating  to  it  would be made known to it by others, particularly
during  the  period  in  which  this  quarterly  report on Form 10-QSB was being
prepared.

(b)     Changes  in  Internal  Controls
        -------------------------------

There  were  no  significant changes in Standard's internal controls or in other
factors  that  could  significantly  affect  Standard's  disclosure controls and
procedures  subsequent  to the Evaluation Date, nor any significant deficiencies
or  material  weaknesses  in  such  disclosure controls and procedures requiring
corrective  actions.

                           PART 11 - OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

There  are  no  legal  proceedings  to which Standard is a party or to which its
mineral  claim  is  subject,  nor  to the best of management's knowledge are any
material  legal  proceedings  contemplated.

ITEM  2.     CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

               None

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

               None

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

On  February  20, 2004, Standard held its Annual General Meeting of Stockholders
wherein  the  following  matters  were  approved  by  the  Stockholders.

1.   The  election of E. Del Thachuk, Alexander J. Ibsen and B. Gordon Brooke as
     directors.


                                      -15-
<PAGE>



2.   The  appointment  of  Madsen  &  Associates  CPA's  Inc.  as  independent
     accountants  to  examine  of  the  financial statements for the fiscal year
     ended  August  31,  2004.

3.   The  approval  of the amendment to the Certificate of Incorporation whereby
     the  authorized share capital of Standard will 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  Certificate  of
     Incorporation  will  be  revised  to  read  as  follows:

     "FOURTH.  The  total  number  of shares of stock, which this corporation is
     authorized  to  issue,  is:

     Two  hundred  Million (200,000,000) shares with a par value of one tenth of
     one  cent  ($0.001)  per  share,  amounting to Two Hundred Thousand Dollars
     ($200,000).

                         Article  III

     The aggregate number of shares, which the corporation shall have authorized
     to  issue, is 200,000,000 Common Shares ("Common Shares"), with a par value
     of  $0.001  per  share."

4.   The  approval  of  a  Stock  Option Incentive Plan which will provide stock
     options  to  acquire  up to 5,000,000 common shares in the capital stock of
     Standard  at  a  price  equivalent  to the fair market value at the date of
     granting  the  stock  option  when  the  common  shares  are  listed on any
     established  stock  exchange  or  national market system. This Stock Option
     Incentive  Plan  will  be  granted  to directors, officers, consultants and
     non-employees  who  participate  in  the  development  of  Standard.

There  were  no  other  transactions  brought  forth  before  the  Meeting  of
Stockholders.

Subsequent to the Meeting of Stockholders, the directors appointed the following
officers:

     E.  Del  Thachuk          -     President  and  Chief  Executive  Officer
     B.  Gordon  Brooke        -     Chief  Accounting  Officer
     Alexander  J.  Ibsen      -     Chief  Financial  Officer
     Maryanne  Thachuk         -     Secretary  Treasurer

The  members  of  the  Audit  Committee  were  appointed  as  follows:

     E.  Del  Thachuk          -     Chairman  of  Audit  Committee
     B.  Gordon  Brooke        -     Member  of  Audit  Committee
     Alexander  J.  Ibsen      -     Member  of  Audit  Committee

ITEM  5.     OTHER  INFORMATION

On December 15, 2002, Standard dismissed Andersen Andersen & Strong, L.C. as the
independent  accountants.   This  action  was  approved  by the sole director of
Standard.  Standard  appointed  Sellers  &  Andersen,  LLC  as  the  independent
accountants.  Unfortunately,  the  independent  accountants' audit opinion dated
June  29,  2003,  attached to the financial statements for the fiscal year ended
August  31,  2002 and included with the Form 10-KSB filed by Standard on July 9,
2003  with  the  United States Securities and Exchange Commission, was under the
letterhead of Andersen Andersen & Strong LC rather than Sellers & Andersen, LLC.
On  February  5,  2004,  Standard dismissed Sellers & Andersen LLC and appointed
Madsen  &  Associates,  CPA's Inc. as the independent accountants to examine the
financial  statements  for  the  fiscal year ended August 31, 2002 and render an
opinion  thereon.  These  financial statements were included in the Form 10-KSBA
as  at  August  31,  2003.


                                      -16-
<PAGE>



The  reports of Andersen Andersen & Strong LC for the financial statements since
inception  to  August  31, 2001 and through the subsequent interim periods ended
December  15,  2002,  contained no adverse opinion or disclaimers of opinion and
were  not  modified or qualified as to audit scope or accounting principles, but
did  contain  modifications  as  to  Standard's  ability  to continue as a going
concern.

During  the  two  fiscal  years  ended August 31, 2001 and 2000, and through the
subsequent  interim  period  ended  December 15, 2002, to the best of Standard's
knowledge,  there have been no disagreements with Andersen Andersen & Strong, LC
on  any  matters  of  accounting  principles  or  practices, financial statement
disclosure,  or audit scope or procedures, which disagreement if not resolved to
the  satisfaction  of  Andersen  Andersen & Strong, LC would have caused them to
make  reference  in  connection  with  its report on the financial statements of
Standard  for  such  years.

During  the  two  fiscal  years  ended  August  31,  2001  and 2000, and through
subsequent  interim  period ended December 15, 2002, Andersen Andersen & Strong.
LC did not advise Standard on any matters set forth in Item 304 (a)(1)(iv)(B) of
Regulation  S-B.

The  reports of Sellers & Andersen LLC for the financial statements as at August
31,  2003  and  through  the  subsequent interim periods ended February 5, 2004,
contained  no adverse opinion or disclaimers of opinion and were not modified or
qualified  as  to  audit  scope  or  accounting  principles,  but  did  contain
modifications  as  to  Standard's  ability  to  continue  as  a  going  concern.

During the fiscal year ended August 31, 2003, and through the subsequent interim
period  ended  February 5, 2004, to the best of Standard's knowledge, there have
been  no disagreements with Sellers & Andersen, LLC on any matters of accounting
principles  or  practices,  financial  statement  disclosure,  or audit scope or
procedures,  which disagreement if not resolved to the satisfaction of Sellers &
Andersen,  LLC  would  have caused them to make reference in connection with its
report  on  the  financial  statements  of  Standard  for  such  years.

During  the  fiscal  year  ended August 31, 2003, and through subsequent interim
period  ended  February 5, 2004, Sellers & Andersen, LLC did not advise Standard
on  any  matters  set  forth  in  Item  304  (a)(1)(iv)(B)  of  Regulation  S-B.

For  the  financial  statements  for  the fiscal years ended August 31, 2003 and
2002,  Standard  has 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
Standard's  financial  statements,  and  no  written  report  or oral advice was
provided  to  Standard  by  concluding  there  was  an  important  factor  to be
considered  by  Standard 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) of Regulation
S-B or an event, as that term is defined in Item 304 (a)(1)(iv)(B) of Regulation
S-B.

Standard  has requested Madsen & Associates, CPA's Inc. to examine the financial
statements for the two fiscal years ended August 31, 2003 and 2002 and to review
the  interim  financial  statements for the three months ended November 30, 2003
and 2002, the six months ended February 2003 and nine months ended May 31, 2003.
Standard  will  file  amended  Form  10-KSBs  and  10-QSBs.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     Exhibits

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


                                      -17-
<PAGE>



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

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

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

99.1 Certification of the Chief Executive Officer Pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

99.2 Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive
     Officer

99.3 Certification of the Chief Financial Officer Pursuant to Section 906 of the
     Sarbanes-Oxley  Act  of  2002

99.4 Certificate  Pursuant  to  18  U.S.C.  Section  1350  signed  by  the Chief
     Financial  Officer

(b)     Reports  on  Form  8-K

-    Filed  on  February 13, 2004 and dated February 5, 2004 regarding change of
     Standard's  certifying  accountants from Sellers & Andersen LLC to Madsen &
     Associates,  CPA's  Inc.

-    Filed  on  February  25,  2004  regarding  certain  motions approved by the
     shareholders  at  the  Annual  General  Meeting  of  Stockholders.

-    Filed  on February 25, 2004 and dated December 15, 2002 regarding change of
     Standard's  certifying  accountants  from Andersen Andersen & Strong, LC to
     Sellers  &  Andersen


                                      -18-
<PAGE>
























                                   SIGNATURES


     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                          STANDARD CAPITAL CORPORATION
                                  (Registrant)



                              /s/  "E.  Del  Thachuk"
                              -----------------------
                                   E.  Del  Thachuk
                              Chief  Executive  Officer
                              President  and  Director

     Dated:  October 24, 2005


                              /s/  "  B. Gordon Brooke"
                              -----------------------------
                                     B. Gordon Brooke
                                 Chief Accounting Officer
                                 Chief  Financial  Officer
                                     and  Director

     Dated:  October 24, 2005


                                      -19-
<PAGE>