SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of Securities Exchange Act of 1934
Date of Report (Dated of earliest event reported) February 5, 2004
STANDARD CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-25707 91-1949078
(State or other jurisdiction (Commission File No.) (IRS Employee
or incorporation) Identification
Number)
2429 - 128th Street, Surrey, B.C., Canada V4P 1B7
(Address of principal executive offices) (Postal Code)
604-538-4898
(Registrant's telephone number, including area code)
Item 4. Change of Registrant's Certifying Accountants:
(a) Previous independent accountants
(i) On February 5, 2004, the Registrant dismissed Sellers & Andersen
from its position as the Registrant's independent accountants.
(ii) Sellers & Andersen, LLC. reports on the Registrant's financial
statements as of and for the years ended August 31, 2003, and
August 31, 2002, contained no adverse opinions or disclaimers of
opinion and were not modified or qualified as to audit scope or
accounting principles, but did contain modifications as to the
Registrant's ability to continue as a going concern.
(iii) The Registrant's Board of Directors participated in and approved
the decision to change independent accountants.
(iv) During the two fiscal years ended August 31, 2003 and August 31,
2002, and through the subsequent interim period ended February 5,
2004, to the best of the Registrant's knowledge, there have been
no disagreements with Sellers & Andersen, LLC on any matters of
accounting principles or practices, financial statement
disclosure, or auditing 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 the Registrant for such
years.
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(v) During the two fiscal years ended August 31, 2003 and August 31,
2002, and through subsequent interim period ended February 5,
2004, Sellers & Andersen, LLC did not advise the Registrant on
any matter set forth in Item 304 (a) (1) (iv) (B) of Regulation
S-B.
(vi) The Registrant requested that Sellers & Andersen furnish it
with a letter addressed to the SEC stating whether or not it
agrees with the above statements. A copy of such letter is
filed as an Exhibit 16.1 to this Form 8-K.
(b) New Independent Accountants
On February 5, 2004, the Registrant engaged Madson & 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 5, 2004, the Registrant
has not consulted with Madson & 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 Registrant's financial statements, and no written report
or oral advice was provided to the Registrant by concluding there was an
important factor to be considered by the Registrant 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.
Item 7. Financial Statements and Exhibits
(c) Exhibit:
16.1 Letter from Sellers & Andersen dated February 5, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Standard Capital Corporation
/s/"E. Del Thachuk"
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E. Del Thachuk
Chief Executive Officer, President
and Director
Dated: February 5 2004
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