CERTIFICATED OF AMENDMENT

Exhibit 3.1 - Amended Certificate of Incorporation


CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

STANDARD CAPITAL CORPORATION


STANDARD CAPITAL CORPORATION, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:


FIRST: That the Board of Directors of said corporation at a meeting
duly convened and held, adopted the following resolutions:

RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:

"Two Hundred Million (200,000,000) shares with a par value of One Mil ($0.001)
per share, amount to Two Hundred Thousand Dollars ($200,000).

SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock
entitled to vote by written consent given at a Shareholders'
Meeting held on February 20, 2004 in accordance with the
provisions of Section 228 of the General Corporation Law of
the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with
the application provisions of Section 242 and 228 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by E. Del Thachuk, this 23nd day of February A.D., 2004.


"E. Del Thachuk"
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Authorized Officer