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) December 15, 2002
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 December 15, 2002, the Registrant dismissed Andersen Andersen &
Strong, L.C. from its position as the Registrant's independent
accountants.
(ii) Andersen Andersen & Strong, L.C. reports on the Registrant's
financial statements as of and for the years ended August 31,
2002, and August 31, 2001, 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 sole director participated in and approved the
decision to change independent accountants.
(iv) During the two fiscal years ended August 31, 2002 and August 31,
2001, and through the subsequent interim period ended December 15,
2002, to the best of the Registrant's knowledge, there have been
no disagreements with Andersen Andersen & Strong, L.C. 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 Andersen Andersen & Strong,
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L.C. would have caused them to make reference in connection with
its report on the financial statements of the Registrant for such
years.
(v) During the two fiscal years ended August 31, 2002 and August 31,
2001, and through subsequent interim period ended December 15,
2001, Andersen Andersen & Strong, L.C. 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 Andersen Andersen & Strong, L.C.
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 December 15, 2002, the Registrant engaged Sellers & Andersen,
L.L.C. to audit its financial statements for the year ended August
31, 2003. During the two most recent fiscal years and through August
31, 2002 and August 31, 2001 and through to December 15, 2002, the
Registrant has not consulted with Sellers & Andersen, L.L.C.
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 Andersen Andersen & Strong L.L.C. dated February
24, 2004.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant had duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Standard Capital Corporation
/s/"E. Del Thachuk"
---------------------
E. Del Thachuk
Chief Executive Officer, President
and Director
Dated: February 24, 2004
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