Attached files
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EX-99.3 - CERTIFICATE RULE 13A-14A REYNAN BALLAN, CFO - Novation Holdings Inc | certrule13a14arballancfo.htm |
EX-99.4 - CERTIFICATE 18 U.S.C. SECT 1350 R. BALLAN, CFO - Novation Holdings Inc | certsect906reynanballancfo.htm |
EX-99.2 - CERTIFICATE 18 U.S.C. SECT. 1350 J. GREGORIO, CEO - Novation Holdings Inc | certsect906jancygregorioceo.htm |
EX-99.1 - CERTIFICATE RULE 13A-14A JANCY GREGORIO, CEO - Novation Holdings Inc | certrule13a14ajgregorioceo.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).
-2-
TABLE
OF CONTENTS
PART 1
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Page
|
|
ITEM
1.
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Business.
|
4
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ITEM
1A.
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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
|
-3-
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.
-4-
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.
|
-5-
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.
|
-6-
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.
-7-
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.
-9-
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.
-12-
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.
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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.
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STANFORD
MANAGEMENT LTD.
(Pre-Exploration
Stage Company)
NOTES TO FINANCIAL STATEMENTS
August
31, 2009
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
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Statement of Cash
Flows
|
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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.
|
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Basic and Diluted Net
Income (loss) Per Share
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|
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.
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Unproven Mineral Claim
Costs
Costs of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
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Revenue
Recognition
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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.
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Financial and
Concentrations Risk
|
|
The
Company does not have any concentration or related financial credit
risk.
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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.
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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
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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.
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4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTIES
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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.
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5.
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CAPITAL
STOCK
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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.
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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.
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GOING
CONCERN
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|
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.
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