Exhibit 1

                             AUDIT COMMITTEE CHARTER

                                       OF

                          STANDARD CAPITAL CORPORATION
                            (a Delaware Corporation)

     Resolved that the charter and powers of the Audit Committee of the Board of
Directors  (the  "Audit  Committee")  shall  be:

     overseeing  that management has maintained the reliability and integrity of
     the  accounting  policies  and  financial  reporting disclosure practices
     of the Company;

     Overseeing  that  management  has  established  and maintained processes to
     assure that an adequate system of internal control is functioning within
     the Company; and

     Overseeing  that  management  has  established  and maintained processes to
     assure the compliance by the Company with all applicable laws, regulations
     and Company  policy.

RESOLVED,  that  the Audit Committee shall have the following special powers and
duties;

1.  Holding  such regular meetings as may be necessary and such special meetings
as  may  be  called  by the Chairman of the Audit Committee or at request of the
independent  accountants;

2.  Reviewing  the  performance  of  the  independent  accountants  and  making
recommendation  to  the  Board  of  Directors  regarding  the  appointment  or
termination  of  the  independent  accountants;

3.  Conferring  with  the  independent accountants concerning the scope of their
examination of the books and records of the Company; reviewing and approving the
Company's  internal audit charter, annual audit plans and budgets; directing the
special  attention  of  the  Auditors to specific matters or areas deemed by the
committee  or  the  auditors  to  be of special significant; and authorizing the
auditors  to perform such supplement reviews or audits as the Committee may deem
desirable;

4.  Reviewing with the management, the independent accountants significant risks
and  exposures,  audit  activities  and  significant  audit  findings;

5.  Reviewing  the  range  and cost of audit and non-audit services performed by
the  independent  accountants;

6.  Reviewing  the  Company's  audited  annual  financial  statement  and  the
independent  accountants'  opinion  rendered  with  respect  to  such  financial


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statements, including reviewing the nature and extent of any significant changes
in  accounting  principles  of  the  application  therein

     7.  Obtaining  from  the  independent  accountants  their  recommendations
regarding  internal  controls  and  other  matters  relating  to  the accounting
procedures and the books and records of the Company and reviewing the correction
of  controls  deemed  to  be  deficient;

     8.  Providing  an  independent,  direct  communication between the Board of
Directors  and  the  independent  accountants;

     9.  Reviewing  the  programs and policies of the Company designed to ensure
compliance  with  applicable  laws and regulations and monitoring the results of
these  compliance  efforts;

     10.  Reporting through its Chairman to the Board of Directors following the
meetings  of  the  Audit  Committee;

     11.  Maintaining minutes or other records of meetings and activities of the
Audit  Committee;

     12.  Reviewing  the  powers  of  the  Committee  annually and reporting and
making  recommendations  to  the  Board  of Directors on these responsibilities;

     13.  Conducting  or  authorizing investigations into any matters within the
Audit  Committee's  scope  of  responsibilities.  The  Audit  Committee shall be
empowered  to retain independent counsel, accountants, or others to assist it in
the  conduct  of  any  investigation;

     14.  Considering such other matters in relation to the financial affairs of
the  Company  and  its accountants, and in relation to the external audit of the
Company  as  the  Audit  Committee  may,  in  its  discretion,  determine  to be
advisable.

CERTIFICATION  AS  TO  THE  AUDIT  COMMITTEE  CHARTER  FOR  THE  COMPANY

I,  the  undersigned,  being the sole Director of the Company, do hereby certify
the  foregoing  to  be  the  Audit  Committee  Charter  of  the  Company.


/s/  "E.  Del  Thachuk"
                                 .
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E.  Del  Thachuk,  Chairman