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EX-99.3 - CERTIFICATE RULE 13A-14A REYNAN BALLAN, CFO - Novation Holdings Inccertrule13a14arballancfo.htm
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 R. BALLAN, CFO - Novation Holdings Inccertsect906reynanballancfo.htm
EX-99.2 - CERTIFICATE 18 U.S.C. SECT. 1350 J. GREGORIO, CEO - Novation Holdings Inccertsect906jancygregorioceo.htm
EX-99.1 - CERTIFICATE RULE 13A-14A JANCY GREGORIO, CEO - Novation Holdings Inccertrule13a14ajgregorioceo.htm

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

FORM 10-K/A

(x)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934

 
For the fiscal year ended :  August 31, 2009

( )
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the transaction period from_____to______
 
Commission File number:           333-108218

STANFORD MANAGEMENT LTD.
(Exact name of registrant as specified in charter)

Delaware
98-0413066
State or other jurisdiction of incorporation or organization
(I.R.S. Employee Identification No.)


             2431 M. de la Cruz Street
             Pasay City, Philippines                                           
 
          (Address of principal executive offices)
(Zip Code)

 
 
    Registrant’s telephone number, including area code:          011-632-813-1139

 
Securities registered pursuant to section 12 (b) of the Act:

Title of each share
Name of each exchange on which registered
        None
None

 
Securities registered pursuant to Section 12 (g) of the Act:

None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act   [    ]  Yes   [X]  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.   [    ] Yes   [   ]  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files).    [   ] Yes  [    ] No
 
 
 
 
-1-

 

 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K/A or any amendments to this Form 10-K   [    ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer   [   ]                                                                                                           Accelerated filer                    [   ]

Non-accelerated filer     [   ]  (Do not check if a small reporting company)                            Small reporting company     [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes [  ]   No   [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

September 30, 2009: 52,170,000 common shares

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933.   The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 1980).

 
 
 
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TABLE OF CONTENTS

PART 1
 
Page
     
ITEM 1.
Business.
4
     
ITEM 1A.
Risk Factors.
5
     
ITEM 1B.
Unresolved Staff Comments.
8
     
ITEM 2.
Properties.
8
     
ITEM 3.
Legal Proceedings.
13
     
ITEM 4.
Submission of Matters to Vote of Securities Holders
13
     
PART II
   
     
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
13
     
ITEM 6
Selected Financial Information.
13
     
ITEM 7.
Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
14
     
ITEM 7A.
Quantitative and Qualitative Disclosure about Market Risk.
17
     
ITEM 8.
Financial Statement and Supplementary Data.
17
     
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
17
     
ITEM 9A
Controls and Procedures.
18
     
ITEM 9A(T)
Controls and Procedures
19
     
ITEM 9B
Other information
19
     
PART III
   
     
ITEM 10.
Directors, Executive Officers and Corporate Governance.
19
     
ITEM 11.
Executive Compensation.
21
     
ITEM 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
23
     
ITEM 13.
Certain Relationships and Related Transactions, and Director Independence.
24
     
ITEM 14
Principal Accounting Fees and Services.
25
     
PART IV
   
     
ITEM 15.
Exhibits, Financial Statement Schedules
25
     
 
SIGNATURES
27


 
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PART 1

 
ITEM 1.  BUSINESS

History and Organization

Stanford Management Ltd. (“Stanford”, “we” or the “Company”) was incorporated under the laws of Delaware on September 24, 1998 and has no subsidiaries and no affiliated companies.  Stanford’s executive offices are located at 2431 M. de la Cruz Street, Pasay City, Philippines (Tel: 011-632-813-1139)

Stanford has not been in bankruptcy, receivership, or similar proceedings since its inception.  Nor has it been involved in any material reclassification, merger, consolidation or purchase or sale of any significant assets not in the ordinary course of business. Stanford furnishes annual reports to stockholders upon request containing audited financial statements, quarterly reports and such other periodic reports as it may determine to be appropriate.

Stanford has ownership interest in the mineral rights on the claim called the San Carlos Gold Claim (“San Carlos”) in the Philippines.  During the next several years, Stanford will explore the San Carlos.  Stanford is considered a “pre-exploration stage company” since there is no assurance that a commercially viable mineral deposit, a reserve, exists on the San Carlos until appropriate exploration work is done and a comprehensive study based upon such work has concluded legal and economic feasibility.

A reserve is part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination.

Stanford acquired on February 2, 2008 a 100% interest in the mineral rights to the San Carlos, which will be explored for gold and silver.  Stanford acquired these rights to the San Carlos through the purchase from Ramos Ventures Inc., an unrelated Philippine company, for the price of $5,000.  The rights to the minerals will remain with Stanford so long as the company does not abandon the San Carlos.   There is no annual assessment work required on the San Carlos.

Stanford has no revenues to date from the exploration of the San Carlos, and its ability to affect its plans for the future will depend on the availability of financing.  Such financing will be required to explore the San Carlos to a stage where a decision can be made by management as to whether an ore reserve exists and can be successfully brought into production.  Stanford plans to obtain such funds from its directors and officers, financial institutions or by way of the sale of its capital stock in the future, but there can be no assurance that Stanford will be successful in obtaining additional capital for exploration activities from the sale of its capital stock or in otherwise raising substantial capital.

 Currently, Stanford has two directors, Jancy Gregorio and Reynan Ballan.

Stanford did not have sufficient capital in 2000 and 2001 to pay the annual costs to the State of Delaware and therefore on May 16, 2002 Stanford filed a Certificate of Renewal and the Revival of the Certificate of Incorporation to ensure it was in good standing in the State of Delaware.

On October 13, 2006, Stanford‘s registration statement became effective and therefore Stanford is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Q on a periodic basis.

The shareholders may read and copy any material filed by Stanford with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549.  The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which Stanford has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.  Stanford has no website at this time.
 
 
 
 
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Planned Business

The following discussion should be read in conjunction with the information contained in the financial statements of Stanford 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.

Stanford presently has minimal day-to-day operations; consisting of preparing the reports filed with the SEC as required.

ITEM 1A                      RISK FACTORS

Our shareholders and any future investors must be aware of the following risk factors prior to investing in Stanford’s common stock.   It must be emphasized that Stanford, if any of these risks become fact, may have to cease operations and our shareholders and any future investors could lose part or all of their investment.

RISKS ASSOCIATED WITH OUR COMMON STOCK

1.
The Company’s share price is subject to the Penny Stock Rule which results in any broker-dealer involved in the Company’s shares having increased administrative responsibilities which has a negative effect on both the Company’s ability to raise funds and an investor’s ability to purchase or sell his shares.

 
The Company’s common stock is considered to be a “penny stock” because it meets one or more of the definitions in SEC Rule 3a51-1:

(i)
 
it has a price of less than five dollars per share;
     
(ii)
 
it is not traded on a recognized national exchange;
     
(iii)
 
it is quoted on a National Association of Securities Dealers, Inc.
(“NASD”) automated quotation system (NASDAQ) and has a price less than five dollars per share; or
     
(iv)
 
is issued by a company with net tangible assets of less that
$2,000,000, if in business more than three years continuously, or
$5,000,000, if the business is less than three years continuously, or with average revenues of less than $6,000,000 for the past three years.

 
A broker-dealer has to undertake certain administrative functions required when dealing in a penny stock transaction.   Disclosure forms detailing the level of risk in acquiring the Company’s shares will have to be sent to an interested investor, current bid and offer quotations will have to be provided with an indication as to what compensation the broker-dealer and the salesperson will be receiving from this transaction and a monthly statement showing the closing month price of the shares being held by the investor.   In addition, the broker-dealer will have to receive from the investor a written agreement consenting to the transaction.  This additional administrative work might make the broker-dealer reluctant to participate in the purchase and sale of the Company’s shares.
 
 
 
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From the Company’s point of view, being subject to the Penny Stock Rule could make it extremely difficult for it to attract new investors for future capital requirements since many financial institutions are restricted under their by-laws from investing in shares under a certain dollar amount.   Ordinary investors might not be willing to subscribe to shares in the capital stock of the Company due to the uncertainty as to whether the share price will ever be able to be high enough that the Penny Stock Rule is no longer a concern.

RISKS ASSOCIATED WITH THE COMPANY

1.
The Company has a limited operating history in which new investors can value the performance of the Company, its management and its future expectations.

The Company commenced its operations in 1998 but only became involved in the mineral exploration industry in January 2001.  With no past operating history, any meaningful evaluation of the Company is difficult.  Having been mainly inactive since its inception, the Company is basically a start-up company and therefore there is no history available which will allow a new investor to assess its business plan, its management and its future operations.  Without these three factors, a new investor cannot make a meaningful decision as to whether or not the purchase of shares in the Company is a wise investment.

2.
The Company has a lack of working capital which, unless obtained on acceptable terms in the future, will inhibit its future growth strategy.

The only present source of working capital available to the Company is through the sale of common shares, incurring debt or other borrowing.  At present, the Company does not have adequate funds to conduct operations and financing may not be available when needed.  Even if the financing is available, it may be on terms the Company deems unacceptable or are materially adverse to shareholders’ interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms.  The Company’s inability to obtain financing would have a materially adverse effect on its ability to implement its growth strategy, and as a result, could require it to cease its operations.  An investor may be investing in a company that does not have adequate funds to conduct its operations and, if so, an investor might lose all of his investment.

3.
The Company has incurred losses since its inception and therefore has an accumulated deficit which might inhibit the raising of additional capital.

 
Since inception, the Company has incurred losses and has an accumulative deficit of $340,716 as at August 31, 2009.  The Company has never generated any revenue from its business activities and has no prospect of generating any such revenue in the foreseeable future.   Those factors are expected to negatively affect the Company’s ability to raise funds from the public since there is no certainty the Company will ever be able to make a profit.


 
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4.
The auditors have examined the financial statements based on the Company being a going concern but have substantial doubt that it will be able to continue as a going concern.

 
The Company’s auditors, Madsen & Associates CPA’s Inc., in the audited financial statements attached to its 10-K for the year ended August 31, 2009, has stated in their audit report the following:

“The accompanying financial statements have been prepared assuming that the Company will continue as a 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.  Management’s plans in regard to these matters are described in the notes to the financial statements.   These financial statements do not include any adjustment that might result from the outcome of uncertainty.”

 
The auditors are concerned that the Company, without any established source of revenue and being dependent on its ability to raise capital from its shareholders or other sources might not be able to sustain operations.  If this is the case, the Company, without adequate future funding, might not be able to continue as a going concern.  This might result in the total loss of the investor’s investment.

5.
Absence of cash dividends may affect a shareholder’s return on investment.

The Board of Directors does not anticipate paying cash dividends on the outstanding shares, both now and in the future, and intends to retain any future earnings to finance its exploration activities on the San Carlos Gold Claim.  Payment of dividends, if any, will depend, among other factors, on earnings, capital requirements and the general operating and financial condition of the Company, and will be subject to legal limitations on the payment of dividends out of paid-in capital.  An investor should be aware that a dividend, either in cash or shares, may never be paid by the Company and, therefore, the shares of the Company should not be purchased by an investor as an income producing security.

6.
There is an absence of recent exploration activities on the San Carlos other than the preparation of a geological report containing an initial exploration program.

 
Since its purchase on February 2, 2008, there has been no significant exploration activity on the San Carlos, except for several properties being drilled by junior mineral exploration companies west of the claim.   The Company does not have sufficient funds to under take the exploration program recommended by Jeffrey Manalastas, Professional Geologist.

7.
No matter how much money is spent on exploring the San Carlos there may never be an ore reserve found.

No matter how much the Company spends on exploration activities it may never discover a commercially viable quantity of ore on the San Carlos.  Most exploration activities do not result in the discovery of commercially mineable deposits of ore.  In fact, it is extremely remote that a mineral property will become a producing mine.



 
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ITEM 1B.                      UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments outstanding at the present time.

ITEM 2.
PROPERTIES

1.           SAN CARLOS GOLD CLAIM

Stanford purchased a 100% interest in San Carlos. The property consists of one – 6 unit claim block containing 92.7 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.

San Carlos, located about 30 km Northwest of the city of San Carlos, (closest city) lies 30 km Northwest of San Carlos and 40 km Northeast of Dagupan, is a gold exploration project, located 35 km East of the past producing Villanueva Gold Mine. The claims are accessible by all-weather government-maintained roads to the town of San Carlos (to the Southeast) and to Dagupan to the North East. Year-round deep sea port facilities at Iba and the skilled population base found between San Carlos and Dagupan is readily available.

The past producing mines yielded 27 million ounces of gold during the years 1919 and 1998.
The district is immensely rich in mineral resources. The high elevation forest of the district have concentrations of heavy minerals like Ilmenite, Rutile, Monosite and Zircon which offer scope of exploitation for industrial purpose.

A recommended two phased mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying will enhance the targets for diamond drilling. This exploration program to fully evaluate the prospects of the San Carlos, at a cost of Php 1,756,211 is fully warranted to be undertaken.

Previous exploration work to investigate the mineral potential of the property has outlined some favourable areas for continued exploration and development.

2.           PROPERTY DESCRIPTION AND LOCATION

San Carlos project consists of 1 unpatented mineral claim, located 30 kilometers Northwest of the city of San Carlos  at UTM co-ordinates Latitude 10°30’00”N and Longitude 123°29’00”E. The mineral claim was assigned to Stanford by Ramos Ventures Ltd and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.

There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances.  As advanced exploration proceeds there may be bonding requirements for reclamation.

3.           ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE ANDTOPOGRAPHY
 
San Carlos is accessible from San Carlos by traveling on the country’s only highway system which for the most part consists of one lane in each direction and by taking an all weather gravel road. San Carlos lies in a non-active seismic area, which means that it is free from major earthquakes. The city was formed in the so-called Carbon period, some 350 million years ago. During this period, large shallow marshes were formed with abundant vegetation. The rotting plants and trees in these marshes turned into peat and later into coal.  The town still has large coal reserves, the basis for the city’s coal mining industry of today.
 
 
 
 
-8-

 
 

 
The Philippines is situated between 5 and 22 degrees North latitude.  This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation. Rainfall on the city can occur in every month, but the wettest months are October, November and December.  Annual rainfall is approximately 1.5 meters.  Due to the steep, deforested, mountains on average 60 percent of the rainwater runs off fast to the sea.  The remaining 40 percent partly evaporates partly seeps through to the island’s underground water aquifier.

San Carlos has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in San Carlos.

4.           HISTORY
 
Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of Philippines. This limestone was, over the ages, pushed upwards, making it possible to find today sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland of Asia.
 
Philippines are characterized by steep mountains without any substantial forest cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35 km wide. High, steep mountains, short distances and lack of forest cover mean that rainwater runs fast to the sea, causing substantial erosion.
 
The island has vast copper, gold and coal reserves which are mined mainly in the central part.
 
Numerous showings of  mineralization have been discovered in the area and six prospects have achieved significant production, with the nearby Villanueva Gold Mine (35 kilometers away) producing 165,000 ounces of Gold annually.

During the 1990’s several properties west of San Carlos were drilled by junior mineral exploration companies.

Stanford is preparing to conduct preliminary exploration work on the property.

5.           GEOLOGICAL SETTING
 
Regional Geology of the Area
 
The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites.  Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are  sporadically capped with laterites and bauxites of residual nature.  Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age.  Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats.  Lignite occurs as sedimentary beds of tertiary age.  The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.
 
 
 
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Stratigraphy
 
The principal bedded rocks for the area of San Carlos Gold Claim (and for most of the Philippines for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.

Gold at the Villanueva Gold Mine (which, as stated above, is in close proximity to the San Carlos) is generally concentrated within extrusive volcanic rocks in the walls of large volcanic caldera.

Intrusive
 
In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.
 
These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.
 
Recent exploration result for gold occurrence in San Carlos, Kalinga is highly encouraging. Gold belt in sheared gneissic rocks is found in three subparallel auriferous load zones where some blocks having 220 to 450 meter length and 1.5 to 2 metre width could be identified as most promising ones.
 
Structure
 
DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.
 
HOST/ASSOCIATED ROCK TYPES: Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.
 
TECTONIC SETTING(S): Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).
 
DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.
 
6.           DEPOSIT TYPES
 
Deposits are from a few millimeters to over a metre thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns

Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the norths triking caldera fault zone. The major lodes cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in three main structural settings:

 (i)           steeply dipping northweststriking shears;
(ii)           flatdipping (1040) fractures (flatmakes); and
(iii)           shatter blocks between shears.

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.
 
 
 
-10-

 
 
 
7.           MINERALIZATION
 
No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.
 
8.           EXPLORATION
 
Previous exploration work has not to the author’s knowledge included any attempt to drill the structure on San Carlos. Records indicate that no detailed exploration has been completed on the property.

Property Geology
 
To the east of the property is intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.

The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, ­pyrrhotite.

9.           DRILLING SUMMARY
 
No drilling is reported on the San Carlos.

10.           SAMPLING METHOD; SAMPLE PREPARATION; DATA VERIFICATION
 
All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented.
No other procedures of quality control were employed and no opinion on their lack is expressed.

11.           ADJACENT PROPERTIES
 
The adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets to this report.

12.           INTERPRETATIONS AND CONCLUSIONS
 
The area is well known for numerous productive mineral occurrences including the Villanueva Gold Claim.

The locale of the San Carlos is underlain by the units of the Precambrian rocks  that are found at those mineral occurrence sites.

These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area.

Potential mineralization to be found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property.

Potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.
 
 
 
-11-

 
 
 
13.           RECOMMENDATIONS
 
A two phased exploration program to further delineate the mineralized system currently recognized on San Carlos is recommended.

The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

Budget

The proposed budget for the recommended work in Php 1,756,211 (US $38,227) is as follows:

Phase I
   
 
Philippine Paso
U. S. Dollar
     
1.    Geological Mapping
321,420
6,996
     
2.    Geophysical Surveying
279,500
6,084
     
     TOTAL PHASE I
600,920
13,080
     
Phase II
   
     
1.    Geochemical surveying and surface sampling (includes sample collection and assaying)
1,155,291
25,147
     
     TOTAL EXPLORATION
1,756,211
38,227

The Company’s Main Product

Stanford’s primary product will be the sale of minerals, both precious and commercial.  No minerals have been found to exist on the San Carlos and therefore the possibilities of obtaining a cash flow from the sale of minerals in the future might be remote.

Stanford’s Exploration Facilities

No decision has been made as to what type, if any, explorations facilities will be constructed on the San Carlos.

Investment Policies

The Company does not have an investment policy at this time.  Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the directors are able to invest.   Presently the Company does not have any excess funds to invest.



 
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ITEM 3.
LEGAL PROCEEDINGS

There are no legal proceedings to which Stanford is a party or to which its property is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

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

No matters have been submitted for securities holders’ approval since March 9, 2007 – the date of the last annual general meeting of stockholders.

 
PART II

 
ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

On August 27, 2007, FINRA (Financial Industry Regulatory Authority) pursuant to NASD Rule 6640 and Rule 15c-2-11 under the Securities Exchange Act of 1934 cleared Stanford’s request for an unpriced quotation on the OTC Bulletin Board and Pink Sheets.

Since its inception, Stanford has not paid any dividends on its common stock, and Stanford does not anticipate that it will pay dividends in the foreseeable future.  As at August 31, 2009 Stanford had 52 shareholders; one of these shareholders is an officer and director of Stanford.

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of Stanford.  The number of shares presently subject to Rule 144 is 8,000,000 shares.  The share certificate has the appropriate legend affixed thereto.  Presently, under Rule 144, the number of shares which could be sold, if an application is made, is 521,700 shares.  The 8,000,000 shares, mentioned above, are the only shares issued by Stanford which are restricted.  There are no shares being offered pursuant to an employee benefit plan or dividend reinvestment plan.  In addition, there are no outstanding options or warrants to purchase common shares or shares convertible into common shares of Stanford.

Equity Compensation Plans

There are no securities authorized for issuance under equity compensation plans or individual compensation arrangements.

ITEM 6.                      SELECTED FINANCIAL INFORMATION

The following summary financial data was derived from our audited financial statements for the year ended August 31, 2009.   The following figures represent only a summary of what is contained in the audited financial statements.  By review the Item 7 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the attached audited financial statements and the notes thereto will assist you in better understanding our financial position.


 
-13-

 


 
Statement of Operations
 
 
For the year ended
August 31, 2009
September 24, 1998
(date of incorporation) to
August 31, 2009
     
Revenue
$          -
$            -
Exploration expenses
-
25,940
General and Administration
  30,027
 314,776
Net loss
(30,027)
(340,716)
 
 
 
Weighted average shares outstanding (basic)
52,170,000
 
Weighted average shares outstanding (diluted)
52,170,000
 
Net loss per share (basic)
$ (0.00)
 
Net loss per share (diluted)
$ (0.00)
 

Balance Sheet

Cash and cash equivalent
$   2,621 
 
Total assets
2,621
 
Total liabilities
149,287
 
Total Shareholders’ deficiency
  $ (146,666)
 

 
ITEM 7.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATION

OVERVIEW

The Company was incorporated on September 24, 1998 under the laws of the State of Delaware.  The Company's Amended Articles of Incorporation currently provide that the Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share.  As at August 31, 2009 there were a total of 52,170,000 common shares issued and outstanding.

LIQUIDITY AND CAPITAL RESOURCES

As at August 31, 2009, the Company had $2,621 in cash and liabilities of $149,287.  The liabilities of $128,806 owed to general creditors are as follows: auditors - $2,500, internal accountant - $45,913, former directors and officers - $74,914 and office – $5,479.  The amount owed to related parties of $20,481 is non-interest bearing and has no fixed terms of repayment.

During the year, the Company has incurred the following expenses:

Expenditure
 
Amount
     
Accounting and audit
i
         $  15,000
Bank charges and interest
ii
101
Edgarizing
iii
1,200
Filing fees and franchise taxes
iv
260
Management fees
v
 6,000
Office
vi
385
Rent
vii
4,200
Telephone
viii
2,400
Transfer agent's fees and interest
ix
    481
          Total expenses
 
        $  30,027   
 
 
 
-14-

 
 
 

 
 
i.
The Company has paid its auditors, Madsen & Associates CPA’s Inc, $1,000 for the review of the November 30, 2008 quarterly financial statements and $500 for the six and nine months financial statements and has accrued $2,500 for the August 31, 2009 audit.  The Company accrued $1,250 each for the November 2008, February and May 31, 2009 for preparation of working papers for filing with the various Form 10-Qs and $1,750 for the year end working papers and financial statements.  In addition to the above payments, there was an under accrual of $5,000 for the prior year end examination by the former independent accountants.

 
ii.
Represents bank charges incurred during the year.

 
iii.
Represents the cost to edgarize certain documents required for filing with the SEC.

 
iv
The Company paid this amount to maintain the Company in good standing in the State of Delaware.

 
v.
The Company does not compensate its directors for the service they perform for the Company since, at the present time, it does not have adequate funds to do so.  Nevertheless, management realizes that it should give recognition to the services performed by the directors and officers and therefore has accrued $500 per month.  This amount has been expensed in the current period with the offsetting credit being allocated to "Capital in Excess of Par Value" on the balance sheet.  The Company will not, in the future, be responsible for paying either cash or shares in settling this accrual.

 
vi.
Office expenses of $385 comprised courier, faxing, photocopying and office supplies during the year.

 
vii.
The Company does not incur any rental expense since it uses the office of its President.  Similar to management fees, rent expense should be reflected as an operating expense.  Therefore, the Company has accrued $350 per month as an expense with an offsetting credit to "Capital in Excess of Par Value".

 
viii
The Company does not have its own telephone number but uses the telephone number of its President.  Similar to management fees and rent, the Company accrues an amount of $200 per month to represent the charges for telephone with an offsetting entry to "Capital in Excess of Par Value".

 
xi.
Fees paid to Holladay Stock Transfer for share issuance and other services provided.

The Company estimates the following expenses will be required during the next twelve months to meet its obligations:
 
 
Expenditures
 
Requirements For
Twelve Months
Current Accounts
Payable
Required Funds for
Twelve Months
         
Accounting and audit
1
    $   9,500
$  48,413
 $     57,913
Bank charges
2
  100
             -
100
Edgar filing fees
3
1,200
-
1,200
Filing fees and franchise taxes
4
           375
            -
         375
Office
5
         1,000
5,479
       6,479
Repayment to former Directors
6
-
74,914
74,914
Transfer agent's fees
7
         1,200
               -
       1,200
       Estimated expenses
 
   $  13,425
$ 128,806
$   142,231
 
 
 
 
-15-

 
 

 
No recognition has been given to management fees, rent or telephone since, at the present time, these expenses are not cash oriented.

      1.               Accounting and auditing expense has been projected as follows:

Filings
Accountant
Auditors
Total
       
Form 10Q - Nov. 30, 2009
      $        1,250
   $           500
  $        1,750
Form 10Q – Feb 28, 2010
                 1,250
                500
             1,750
Form 10Q - May 31, 2010
                 1,250
                500
             1,750
Form 10K - Aug 31, 2010
              1,750
             2,500
             4,250
       
 
     $      5,500
  $        4,000
  $       9,500

     2.
Bank charges have been estimated for twelve months.

 
 3.        Edgar filing fees comprise the cost of filing the various Forms 10-K and 10-Q on Edgar.  It is estimated the cost for each of the Form 10-Qs will be $250 and the cost of filing the 10-K will be $450.
 
 
 
  4.        Filing fees to The Company Corporation as a registered agent in the State of Delaware   is estimated at $215 per year.  Franchise taxes paid to the State of Delaware are $160.

 
  5.       Relates to photocopying and faxing and miscellaneous directors’ expenses based on prior year’s actual charges giving consideration to some of the expenses not being of a recurring nature.

    6.
Certain advances and expenses incurred by the former directors and officers in the past years have been reclassified to accounts payable from due to directors.   None of these advances and expense payments on behalf of the Company bears interest and are on a demand basis.

 
  7.      Estimated amount due to transfer agent during the forthcoming year.

Stanford will have to raise sufficient funds to settle the balance of the outstanding liabilities if it wishes to continue to operate in the future.

Stanford does not expect to purchase or sell any plant or significant equipment during the next year.

Stanford does not expect any significant changes in the number of employees.
 
Trends
 
We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in ‘Risk Factors’.
 
Critical Accounting Policies
 
Our discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.
 
 
 
-16-

 
 
 
The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Certain conditions, discussed above, currently exists which raise substantial doubt upon the validity of this assumption. The financial statements do not include any adjustments that might result from the outcome of the uncertainty.
 
ITEM 7A.                      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements attached to this Form 10-K/A for the year ended August 31, 2009 have been examined by our independent accountants, Madsen & Associates CPA’s Inc., and attached hereto.

The following financial statements are included in this report:

Title of Document
Page
   
Report of Madsen & Associates, CPA’s Inc.
27
   
Balance Sheet as at August 31, 2009 and 2008
28
   
Statement of Operations for the years ended August 31, 2009 and 2008 and for the period from September 24, 1998 (Date of Inception) to August 31, 2009
29
   
Statement in Changes in Stockholders’ Equity for the period from September 24, 1998 (Date of Inception) to August 31, 2009
30
   
Statement of Cash Flows for the years ended August 31, 2009 and 2008 and for the period from September 24, 1998 (Date of Inception) to August 31, 2009
31
   
Notes to the Financial Statements
32

ITEM 9.
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Effective January 5, 2009, the Board of Directors engaged Madsen & Associates CPA’s Inc., Unit #3 – 684 East Vine Street, Murray, Utah, 84107 as the Independent Registered Public Accountants to audit Stanford’s financial statements for the fiscal year ended August 31, 2009 and any interim periods.   During the Registrant’s two most recent fiscal years and any subsequent period, Stanford did not consult Madsen & Associates CPA’s Inc. or any of its members about the application of accounting principles to any specific transactions or any other matters.  During the Registrant’s last fiscal year ended August 31, 2008, Dale Matheson Carr-Hilton Lebonte, Chartered Accountants, Suite 1500-1140 West Pender Street, Vancouver, British Columbia, Canada, V6E 4G1 served as the Independent Registered Public Accountants for the audit of Stanford’s financial statements.    The decision to change accountants was approved by the Board of Directors of Stanford consisting of Jancy Boy Gregorio and Reynan Ballan.
 
 
 
-17-

 
 

 
With the engagement effective January 5, 2009 of Madsen & Associates CPA’s Inc. as the Independent Registered Public Accountants for Stanford resulted in the termination or dismissal of the principal accountants which audited Stanford’s statements for the fiscal year ended August 31, 2008, Dale Matheson Carr-Hilton Lebonte.   Based on the fees for the fiscal year ended August 31, 2008 and assuming the same fees are applicable for the fiscal year ended August 31, 2009, the fees are greater than the proposed fees of Madsen & Associates CPA’s Inc. for the same work.

During the Registrant’s two most recent fiscal years ended August 31, 2008, there were no disagreements between the Registrant and Dale Matheson Carr-Hilton Lebonte concerning any matters of accounting principles or practices, financial statements disclosure or audit scope or procedures which disagreement, if not resolved to Dale Matheson Carr-Hilton Lebonte’s satisfaction would have caused them to make a reference to the subject matter of the disagreements in connection with their report; there were no reportable events as described in Item 304 (a)(1)(v) of Regulation S-K.

Dale Matheson Carr-Hilton Lebonte’s report dated November 14, 2008 on Stanford’s financial statements for the fiscal year ended August 31, 2008 did not contain any adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty (other than a going concern uncertainty), audit scope or accounting principles.

ITEM 9A                      CONTROLS AND PROCEDURES

It is management’s responsibility for establishing and maintaining adequate internal control over financial reporting.  Under the supervision and with the participation of our management, including Janay B. Gregorio, Chief Executive Officer and Reynan Ballan, Chief Accounting Officer, they have evaluated the effectiveness of Stanford’s disclosure controls and procedures as required by the Exchange Act Rule 13a-15(d) as at August 31, 2009 (the “Evaluation Date”).  Based on the evaluation by management, they have concluded these disclosure controls and procedures were not effective as of the Evaluation Date as a result of material weaknesses in internal control over financial reporting as more fully discussed below.

Under Rule 13a-15(e)/15d-15(e); Regulation S-K, Item 307, the SEC states that “disclosure controls and procedures” have the following characteristics:

designed to ensure disclosure of information that is required to be disclosed in the reports that Stanford files or submits under the Exchange Act;

recorded, processed, summarized and reported with the time period required by the SEC’s rules and forms; and

accumulated and communicated to management to allow them to make timely decisions about the required disclosures.

As of August 31, 2009, the management of Stanford assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Management concluded, during the fiscal year ended August 31, 2009, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.   Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.
 
 
 
 
-18-

 
 
 

Material Weaknesses

Management assessed the effectiveness of our internal control over financial reporting as of the Evaluation Date and identified the following material weaknesses:

 ●
As at August 31, 2009, Stanford did not have an audit committee which complies to the requirements of an audit committee since it did not have an independent “financial expert” on the committee.  Even though it has a Code of Ethics it does not emphasize fraud and methods to avoid it.   Due to the small size of Stanford a whistleblower policy is not necessary.

Due to a significant number and magnitude of out-of-period adjustments identified during the year-end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively.   A material weakness in the period-end financial reporting process could result in Stanford not been able to meet its regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future.   Management override of existing controls is possible given the small size of the organization and lack of personnel.

There is no system in place to review and monitor internal control over financial reporting.  This is due to Stanford maintaining an insufficient complement of personal to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

ITEM 9A(T)
CONTROLS AND PROCEDURES

There were no changes in Stanford’s internal controls over financial reporting during the fiscal year ended August 31, 2009 that have materially affected, or are reasonably likely to material affect, Stanford’s internal control over financial reporting.  Nevertheless, management will have to introduce the above mentioned changes in internal control and procedures to protect Stanford’s assets.

ITEM 9B                      OTHER INFORMATION                                                       

There is no other information.

PART 111

ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 
The following table sets forth as of August 31, 2009, the name, age, and position of each of its executive officers and directors and the term of office of each director of Stanford.

Name
Age
Position Held
Term as Director Since
       
 Jancy Boy Gregorio
30
                   President, CEO and Director
2007
       
 Reynan Ballan
31
CFO, CAO, Secretary Treasurer and Director
2007
 
 
 
 
-19-

 
 

 
The directors of Stanford serve for a term of one year and until their successors are elected at Stanford’s Annual Shareholders’ Meeting and are qualified, subject to removal by Stanford’s shareholders.   Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.

Audit Committee

The Audit Committee of Stanford currently consists of Jancy Gregorio and Reynan Ballan.   The Audit Committee has received and discussed the audited financial statements.  Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in this Form 10-K.

The overall general function of the audit committee is to review the overall audit plan and Stanford’s system of internal control, to review the results of the external audit, and to resolve any potential dispute with Stanford’s auditors.  The percentage of common shares beneficially owned, directly or indirectly, or over even which control or direction is exercised by all directors and officers of Stanford, collectively, is approximately 15 percent of the total issued and outstanding shares.  The directors will be appointing 2 independent members of the Audit Committee; each one being a non-director and non-officer of Stanford.  These individuals have not yet been identified.

The following are biographies of the directors and officers of Stanford.

Jancy Gregorio attained a Bachelor of Science degree in Geology in 1999 from the University of the Far East in Manila, Philippines after attending four years of university.   Presently he is active in carrying out tests on mining sites in the Philippines. 

Reynan Ballan is a professional geologist who obtained his Bachelor of Science degree in 2000 from Ateneo University in Manila, Philippines.  He is presently employed in conducting geological surveys of mineral properties in the Philippines. 

Jancy Gregorio and Reynan Ballan do not hold a directorship position on any other reporting companies.

Family Relationships

There are no family relationships among directors, executive officers, or persons nominated or chosen by Stanford to become directors or executive officers.

Significant Employees, Full and Part time and Hours Worked

Other than the two directors of Stanford, Jancy Gregorio and Reynan Ballan, Stanford has no other employees.  If neither of our two directors is not available during the exploration of the San Carlos Stanford will have to consider hiring consultants to oversee the exploration activities.  The consultants would only be hired for the duration of the exploration program and once it has been completed they will no longer be engaged in any activities of Stanford.   Stanford does not wish, at the present time due to lack of capital, to retain employees during periods when the San Carlos is not being explored.

Jancy Gregorio and Reynan Ballan do not work full time for Stanford.  They may each spend up to 5 hours a month on administrative work for Stanford.  During the exploration program, it is anticipated either one of them, being professional geologists, will spend approximately 20 hours a week on supervising the program.


 
-20-

 


Involvement in Certain Legal Proceedings

To the knowledge of management, during the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of Stanford:

(1)
filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

 
(i)
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)           engaging in any type of business practice; or

 
(iii)
engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4)
was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;

(5)
was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

(6)  
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 
ITEM 11.                        EXECUTIVE COMPENSATION

Cash Compensation

There was no cash compensation paid to any director or executive officer of Stanford during the fiscal year ended August 31, 2009.
 
 
 
-21-

 
 

 
The following table sets forth compensation paid or accrued by Stanford during the fiscal years ended August 31, 2005 to 2009 to Stanford’s President and CEO, CFO, CAO, Directors and Secretary Treasurer.
Summary Compensation Table (2005-2009)
 
 
 
 
 
 
 
Name and  Principal position
 
 
 
 
 
Year
 
 
 
 
 
Salary
 
 
 
 
 
Bonus ($)
 
 
 
 
 
Stock awards ($)
 
 
 
 
 
Option awards ($)
 
 
 
Non-equity
incentiveplan
compensation ($)
Change in pension value and nonqualified deferred
compensation earnings ($)
 
 
 
 
All other
compensation ($)
                 
Glen Macdonald
Former President
And Director
2005
2006
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
Vera McCullough
 Former Secretary Treasurer,
 and Director
2005
2006
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
William Nielsen
 Former Chief Accounting Officer  and Director
2005
2006
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
Jancy Gregorio
President, Chief
Executive Officer
and Director
2007
2008
2009
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
Reynan Ballan
Secretary Treasurer, Chief Financial Officer
and Director
2007
2008
2009
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

There has been no compensation given to either of the Directors or Officers during the periods ended August 31, 2005 to 2009.  There are no stock options outstanding as at August 31, 2009, but it is contemplated that the Company may issue stock options in the future to officers, directors, advisers and future employees.

Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None
 
 
 
-22-

 
 
 
Pension Table

None

Other Compensation

The president has not received any compensation for the time he has devoted to Stanford.  Nevertheless, Stanford does give recognition to the time spent by accruing as an expense each month a charge of $500 per month as management fees with an offsetting credit to “Capital in Excess of Par Value”.   The amount so accrued will not be paid in either cash or shares to the director either now or in the future.

Compensation of Directors

None

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from Stanford, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Stanford or its subsidiaries, or any change in control of Stanford, or a change in the person’s responsibilities following a change in control of Stanford.

ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following table sets forth information regarding the beneficial ownership of shares of Stanford’s common stock as of August 31, 2009 (52,170,000 shares issued and outstanding) by all directors, executive officers and beneficial owners of more than five (5%) of our shares.

 
Title or Class
 
Name and Address of Beneficial Owner (1)
Amount of  Beneficial Ownership (2)
 
Percent of Class
       
Common
Stock
Jancy Gregorio
2432 M. de la Cruz Street
Pasay City, Metro Manila, Philippines
8,000,000 (3)
15
       
Common
Stock
Reynan Ballan
2429 M. de la Cruz Street
Pasay City, Metro Manila, Philippines
0
-
       
Common
Stock
Ownership of all Directors and
Officers as a group
8,000,000
15
 
(1)
 
Jancy Gregorio has sole voting power and sole dispositive power as to all the shares shown as beneficially owned by him.

 
 
 
-23-

 

 

(2)
 
Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights and conversion privileges pursuant to which such shares may be required in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owed by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons.   None of the directors of Stanford have any options, warrants, rights or conversion privileges outstanding.
     
(3)
 
The shares held by Jancy Gregorio are restricted since they were issued to a director in compliance with an exemption from registration by Section 4(2) of the Securities Act of 1933, as amended.   After these shares have been held for one year, Jancy Gregorio could sell a percentage of his shares based on one percent of the issued and outstanding shares of Stanford.  In other words, Gregorio’s shares can be sold after the expiration of one year in compliance with the provisions of Rule 144.   The share certificate bears a ‘stop transfer’ legend on it.  As at August 31, 2009, the number of shares which could presently be sold pursuant to Rule 144 is 521,700 shares.

ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND    DIRECTOR INDEPENDENCE

Transactions with Management and Others

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of Stanford and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which Stanford was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by Stanford to own of record or beneficially more than 5% of any class of Stanford’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since the beginning of Stanford’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which Stanford was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to Stanford to own of record or beneficially more than 5% of the common shares of Stanford’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Conflicts of Interest

None of our two directors are not officers or directors of other companies in the mining industry.   Nevertheless, there can be no assurance such involvement in other companies in the mining industry will not occur in the future.  Such potential future involvement could create a conflict of interest.

To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted a Code of Ethics for the Board of Directors (the “Code”).  Stanford’s Code embodies our commitment to such ethical principles and sets forth the responsibilities of Stanford and its officers and directors to its shareholders, employees, customers, lenders and other organizations. Our Code addresses general business ethical principles and other relevant issues.
 
 
 
-24-

 
 
 
Transactions with Promoters

Stanford does not have promoters and has no transactions with any promoters.

ITEM 14.                      PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)           Audit Fees

The aggregate fees billed by the independent accountants for the last two fiscal years for professional services for the audit of Stanford’s annual financial statements and the review included in Stanford’s Form 10-K and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $18,750.

(2)           Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Stanford’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3)           Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was NIL.

(4)           All Other Fees

During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5)           Audit Committee’s Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with Stanford to make any pre-approval policies meaningful.  Once Stanford has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

PART IV

ITEM 15.                      EXHIBITS

The following exhibits are included as part of this report by reference:
 
1.     Certificate of Incorporation , Articles of Incorporation and By-laws
 
1.1 Certificate of Incorporation  (incorporated by reference from Stanford’s Registration
         Statement on Form SB-2 filed on August 26, 2003)
 
1.2 Articles of Incorporation  (incorporated by reference from Stanford’s Registration
         Statement on Form SB-2 filed on August 26, 2003)
 
1.3 By-laws (incorporated by reference from Stanford’s Registration Statement on Form
SB-2 filed on August 26, 2003)
 
 
 
 
-25-

 

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STANFORD MANAGEMENT LIMITED
(Registrant)

By:    JANCY BOY GREGORIO
Jancy Boy Gregorio
Chief Executive Officer,                                                                                                           
President and Director

Date:           February 8, 2010

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:  JANCY BOY GREGORIO
Jancy Boy Gregorio
Chief Executive Officer,
President and Director

Date:  February 8, 2010

By:  REYNAN BALLAN
Reynan Ballan
Chief financial Officer, Secretary
Treasurer and Director

Date:  February 8, 2010

 
 
-26-

 


MADSEN & ASSOCIATES, CPA’s INC.
684 East Vine Street, #3
Certified Public Accountants and Business Consultants Board
Murray, Utah, 84107
 
Telephone: 801-268-2632
 
Fax: 801-262-3978
 
Board of Directors
Stanford Management
Pasay City, Philippines                                           
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM

We have audited the accompanying balance sheets of Stanford Management Ltd. (Pre-exploration stage company) at August 31, 2009 and 2008, and the related statements of operations, changes in stockholders' equity, and cash flows for the years ended August 31, 2009 and 2008 and the period from September 24, 1998 (date of inception) to August 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness for the company’s internal control over financial reporting.   Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stanford Management Ltd. at August 31, 2009 and 2008, and the results of operations and cash flows for the years ended August 31, 2009 and 2008 and the period from September 24, 1998 (date of inception) to August 31, 2009, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital for its planned activities and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Murray, Utah                                                                           /s/  “Madsen & Associates, CPA’s Inc.”
 
October 10, 2009
 
 
 
-27-

 



STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)

BALANCE SHEETS

 
August 31, 2009
August 31, 2008
     
ASSETS
   
     
CURRENT ASSETS
   
     
    Cash
$       2,621
$      1,946
     
       Total Current Assets
$       2,621
$      1,946
     
     
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
   
     
CURRENT LIABILITIES
   
     
    Accounts payable and accrued liabilities
$   128,806
$  124,561
    Due to related parties – Note 4
   20,481
   6,624
 
149,287
  131,185
     
STOCKHOLDERS’ DEFICIENCY
   
     
    Common Stock
   
         500,000,000 shares authorized, at $0.001 par value
         52,170,000 shares issued and outstanding
 
52,170
 
52,170
    Capital in excess of par value
141,880
129,280
    Deficit accumulated during the pre-exploration stage
(340,716)
(310,689)
     
                Total Stockholders’ Deficiency
(146,666)
(129,239)
     
 
$      2,621
$     1,946
     

 

The accompanying notes are an integral part of these financial statements
 

 
-28-

 



STANFORD MANAGEMENT LTD.
(Pre-exploration Stage Company)

STATEMENT OF OPERATIONS

For the Years ended August 31, 2009 and 2008 and the period
September 24, 1998 (Date of Inception) to August 31, 2009

 
 
Aug 31, 2009
 
Aug 31, 2008
Sept 24, 1998
to Aug 31, 2009
       
REVENUES
$              -
$               -              
$                  -
       
EXPENSES
     
       
Exploration
-
10,320
25,940
General expenses
30,027
49,918
314,776
       
NET LOSS
$  (30,027)
$   (60,238)
$    (340,716)
       
       


NET LOSS PER COMMON SHARE
     
       
     Basic and diluted
$      (0.00)
  $       (0.00)
 
       
AVERAGE OUTSTANDING SHARES
     
       
     Basic
52,170,000
    52,170,000
 

 

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

 
 
-29-

 




STANFORD MANAGEMENT LTD.
(Pre-exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
For the period September 24, 1998 (Date of Inception) to August 31, 2009

 
 Common
Shares
Stock
Amount
Capital in Excess of
Par Value
 
Accumulated Deficit
         
Capital stock issued
       
For cash
40,300,000
$    40,300
 $(38,285)
  $               -
For cash
 6,870,000
          6,870
     (3,435)
 
Capital contribution- expenses
              -
               -
     12,600
 
Net loss for the period
              -
               -
             -
 (17,294)
         
Balance, August 31, 1999
47,170,000
       47,170
    (29,120)
(17,294)
Capital contributions – expenses
              -
               -
   12,600
 
Net loss for the year
              -
               -
            -
 (15,583)
         
Balance, August 31, 2000
47,170,000
       47,170
   (16,520)
32,877
Capital contributions – expenses
              -
               -
      12,600
 
Net loss for the year
              -
               -
            -
      (18,415)
         
Balance, August 31, 2001
47,170,000
      47,170
  (3,920)
       (51,292)
Capital contribution – expenses
              -
               -
      12,600
 
Net loss for the year
              -
               -
             -
      (18,160)
         
Balance, August 31, 2002
47,170,000
      47,170
   8,680
      (69,452)
Capital contributions – expenses
             -
              -
   12,600
 
Net loss for the year
             -
          -
             -
      (28,620)
         
Balance, August 31, 2003
47,170,000
     47,170
21,280
     (98,072)
Capital contributions – expenses
             -
             -
      12,600
 
Net Loss for the year
             -
               -
            -
      (33,983)
 
 
     
Balance, August 31, 2004
47,170,000
     47,170
  33,880
     (132,055)
Capital contributions – expenses
              -
            -
12,600
 
Net loss for the year
              -
              -
           -
     (36,602)
         
Balance, August 31, 2005
47,170,000
     47,170
46,480
     (168,657)
Capital contribution – expenses
              -
            -
   12,600
 
Net loss for the year
              -
              -
           -
      (44,122)
         
Balance, August 31, 2006,
47,170,000
   47,170
 59,080
    (212,779)
         
Capital stock issued for cash – at $0.01
5,000,000
5,000
45,000
 
Capital contributions – expenses
-
-
12,600
 
Net loss for the year
               -
         -
            -
(37,672)
         
Balance, August 31, 2007
52,170,000
52,170
   116,680
  (250,451)
         
Capital contributions – expenses
-
-
12,600
 
Net loss for the year
               -
          -
           -
(60,238)
         
Balance, August 31, 2008
52,170,000
 52,170
 129,280
 (310,689)
         
Capital contributions – expenses
-
-
12,600
 
Net loss for the year
                -
           -
            -
  (30,027)
         
Balance, August 31, 2009
52,170,000
$  52,170
$    141,880
$   (340,716)

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

 
 
 
-30-

 

 

STANFORD MANAGEMENT LTD
(Pre-Exploration Stage Company)

STATEMENT OF CASH FLOWS

For the Years ended August 31, 2009 and 2008 and the Period
September 24, 1998 (Date of Inception) to August 31, 2009

 
 
Aug 31, 2009
 
Aug 31, 2008
Sept 24, 1998
to Aug 31, 2009
       
CASH FLOWS FROM OPERATING ACTIVITIES:
     
       
     Net loss
$  (30,027)
$   (60,238)
  $   (340,716)
       
     Adjustments to reconcile net loss to net cash provided by
         operating activities:
     
       
        Change in accounts payable
4,245
16,685
128,806
        Capital contributions - expenses
12,600
  12,600
138,600  
       
             Net Change in Cash from Operations
 (13,182)
 (30,953)
       (73,310)
       
CASH FLOWS FROM INVESTING ACTIVITIES
 
            -
 
           -
 
            -
       
CASH FLOWS FROM  FINANCING ACTIVITIES:
     
       
Advances from related parties
13,857
  6,624
20,481
Proceeds from issuance of common stock
         -
              -
 55,450  
       
Net change in cash flows from
financing activities
 
13,857
 
6,624
 
75,931
       
     Net (Decrease) Increase in Cash
675
(24,329)
2,621
       
     Cash at Beginning of Period
1,946
  26,275
                 -         
       
     CASH AT END OF PERIOD
$ 2,621
$       1,946
    $      2,621  

SCHEDULE OF NONCASH OPERATING ACTIVITIES
     
       
     Capital contributions - expenses
 $    12,600        
  $ 12,600
  $ 138,600


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

 
 
 
-31-

 
 
STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009
 
 
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 shareholders, at the Annual General Meeting held on March 9, 2007, 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 500,000,000 common shares with a par value of $0.001 per share.

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 exploration stage and is considered to be in the pre-exploration stage.

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 August 31, 2009, the Company had a net operating loss carry forward of $340,716.  The tax benefit of approximately $102,000 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 starting in 2015 through 2029.



 
-32-

 
 

 

STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)
NOTES  TO  FINANCIAL  STATEMENTS
August 31, 2009

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 
Statement of Cash Flows

 
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

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

                      Unproven Mineral Claim Costs

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

 
             Revenue Recognition

Revenue is recognized on the sale and transfer of goods or completion of service.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

 
             Financial and Concentrations Risk

 
The Company does not have any concentration or related financial credit risk.

 
             Environmental Requirements

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

            Estimates and Assumptions

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


 
-33-

 
 
 

 
STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL  STATEMENTS
August 31, 2009

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts payable, areconsidered by management to be their estimated fair value due to their short termmaturities.

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.           ACQUISITION OF MINERAL CLAIM

 
On February 2, 2008, the Company purchased a 100% interest the San Carlos Gold Claim located in the Philippines for $5,000 including a geological report.  The Company has not established the existence of a commercially minable ore deposit on the San Carlos Gold Claim.   This claim has no expiry date and only if the Company decides to abandon them will it no longer have an interest in the minerals thereon.

4.           SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

 
            On August 31, 2009, officers-directors and their families had acquired 15% of the common capital stock issued, and have made no interest, demand loans of $20,481 and have made contributions to capital of $138,600 to the Company in the form of expenses paid for the Company.

5.
CAPITAL STOCK

 
The Company has completed one Regulation S offering of 40,300,000 post split shares of its capital stock for a total consideration of $2,015.  In addition, the Company has completed another Regulation S offering of 6,870,000 post split shares of its capital stock for a total consideration of $3,435.  Under an Offering Memorandum the Company issued 5,000,000 post split shares for a total consideration of $50,000.

On September 19, 2007, the shareholders of the Company approved a 20 to 1 forward stock split which became effective on November 6, 2007, resulting in an increase of the outstanding shares of common stock from 2,608,500 to 52,170,000.  The 52,170,000 post split common shares are shown as split from the date of inception.


 
-34-

 


 

STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
August 31, 2009

6.
GOING CONCERN

 
The Company will need additional working capital to service its debt and to develop the mineral claims acquired, which raises substantial doubt about its ability to continue as a going concern.   Continuation of the Company as a going concern is dependent upon 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, which will enable the Company to operate for the coming year.

 

 
-35-