Angstrom Microsystems 10QSB Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________to __________

Commission file number333-138502

SANFORD EXPLORATION INC.
(Exact name of small business issuer as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1303-1323 Homer Street Vancouver, British Columbia, Canada V6B 5T1
(Address of principal executive offices)

778-855-9681
(Issuer’s telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). (Check one): Yes [X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

6,976,000 common shares issued and outstanding as of August 1, 2007

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

PART I - FINANCIAL INFORMATION

 Item 1. Financial Statements.

These financial statements have been prepared by Sanford Exploration Inc. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of our company as of June 30, 2007, and our results of operations, stockholders’ deficit, and our cash flows for the six month period ended June 30, 2007. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of the Company’s Form 10-KSB.

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007 and 2006

(unaudited)

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

June 30, 2007

Index to Consolidated Financial Statements		Page
Consolidated financial statements as of June 30, 2007 and 2006, including:
1.	Consolidated Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006;	F1
2.	Consolidated Statements of Operations for the three and six months ended June 30, 2007 and 2006 and the cumulative period from February 24, 2005 (inception) to June 30, 2007 (unaudited);	F2
3.	Consolidated Statements of Cash Flows for the three and six months ended June 30, 2007 and 2006 and the cumulative period from February 24, 2005 (inception) to June 30, 2007 (unaudited);	F3
4.	Consolidated Statement of Stockholders Deficiency for the period from February 24, 2005 (inception) to June 30, 2007 (unaudited);	F4
5.	Notes to the Consolidated Financial Statements (unaudited).	F5

SANFORD EXPLORATION,INC.  

(An Exploration Stage Company)  

CONSOLIDATED BALANCE SHEETS  

(Stated in U.S. dollars)  

		June 30,			December 31,
		2007			2006
		(unaudited)
ASSETS
Current
Cash	$	6,025		$	6,769
Prepaid expenses		-			5,000
	$	6,025		$	11,769
LIABILITIES
Current
Accounts payable and accrued liabilities	$	9,476		$	48,420
Due to shareholder		95,868			36,942
		105,344			85,362
STOCKHOLDERS DEFICIENCY
Share Capital
Authorized:
75,000,000 common voting stock with a par value of $0.001 per share
Issued:
6,976,000 common shares (December 31, 2006 – 6,976,000 common
shares)		6,976			6,976
Additional paid-in capital		97,974			97,974
Foreign currency translation adjustment		(1,142	)		(766	)
Deficit Accumulated During The Exploration Stage		(203,127	)		(177,777	)
		(99,319	)		(73,593	)
	$	6,025		$	11,769

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

 F1

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in U.S. dollars)

														Cumulative
														Period
														From
														February
		Three												24, 2005
		Months			Three			Six Months						(Inception)
		Ended			Months			Ended			Six Months			To
		June 30,			Ended			June 30,			Ended			June 30,
		2007			June 30,			2007			June 30,			2007
		(unaudited)			2006			(unaudited)			2006			(unaudited)
Revenue	$	-		$	-		$	-		$	-		$	-
Expenses
Bank charges and interest		73			17			136			46			791
Consulting		-			2,500			-			2,500			7,000
Exploration expenses		-			6,248			-			6,248			41,127
Management fees		1,500			-			3,000			-			22,500
Mineral property payments		-			-			-			-			47,110
Professional fees		11,248			8,755			17,116			11,205			76,450
Regulatory fees		2,045			320			5,098			611			8,149
		14,866			17,840			25,350			20,610			203,127
Net loss for the period	$	(14,866	)	$	(17,840	)	$	(25,350	)	$	(20,610	)	$	(203,127	)
Basic and diluted loss per common share	$	(0.002	)	$	(0.005	)	$	(0.004	)	$	(0.005	)
Weighted average number of common
shares outstanding
		6,976,000			3,623,895			6,976,000			3,623,895

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

F2

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in U.S. dollars)

									Cumulative
									Period From
									February
									24,2005
	Three								(Inception)
	Months		Three		Six Months				To
	Ended		Months		Ended		Six Months		June 30,
	June 30,		Ended		June 30,		Ended June		2007
	2007		June 30,		2007		30, 2006		(unaudited)
	(unaudited)		2006		(unaudited)
Cash provided by (used in):
Operating Activities
Net loss for the period	(14,866	)	(17,840	)	(25,350	)	(20,610	)	(203,127	)
Changes in non-cash operating working capital items:
Prepaid expenses	-		2,653		5,000		4,775		-
Mineral property and exploration costs	-		-		-		-		88,237
Accounts payable and accrued liabilities	(15,750	)	6,717		(38,944	)	6,501		9,476
	(30,616	)	(8,470	)	59,294		(9,334	)	(105,414	)
NET CASH FLOWS (USED IN) OPERATING ACTIVITIES
Investing Activities
Mineral property and exploration costs	-		-		-		-		(88,237	)
NET CASH FLOWS (USED IN) INVESTING ACTIVITIES	-		-		-		-		(88,237	)
Financing Activities
Advances from shareholder	25,844		133		58,926		2,254		95,868
Share subscriptions received (receivable)	-		-		-		(104,950	)	104,950
Issuance of common stock – net of Cancellation	-		-		-		104,949		-
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	25,844		133		58,926		2,253		200,818
Effect of Foreign Exchange Rate Changes	(739	)	(2,150	)	(376	)	2,180		(1,142	)
Increase (Decrease) In Cash	(5,511	)	(6,187	)	744		(4,901	)	6,025
Cash, Beginning of Period	11,536		14,787		6,769		13,501		-
Cash, End of Period	6,025		8,600		6,025		8,600		6,025
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for:
Interest paid	-		-		-		-		-
Income taxes paid	-		-		-		-		-

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

F3

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIENCY

(Stated in U.S. Dollars)

PERIOD FROM FEBRUARY 24, 2005 (INCEPTION) TO June 30, 2007

(unaudited)

						Deficit
						Accumulated		Accumulated
	Common Stock					During The		Other
					Additional	Exploration		Comprehensive
	Shares		Amount		Paid-In Capital	Stage		Income (Loss)		Total
			$		$	$		$		$
Stock issued for cash at $0.001	1,000		1		-	-		-		1
Foreign currency translation adjustment	-		-		-	-		(1,204	)	(1,204	)
Net Loss	-		-		-	(100,098	)	-		(100,098	)
Balance, December 31, 2005	1,000		1		-	(100,098	)	(1,204	)	(101,301	)
Stock issued for cash at $0.002	1,975,000		1,975		1,975	-		-		3,950
Stock issued for cash at $0.02	5,000,000		5,000		95,000	-		-		100,000
Stock issued for cash at $1.00	1,000		1		999	-		-		1,000
Stock repurchased for cash at $0.001	(1,000	)	(1	)						(1	)
Foreign currency translation adjustment								438		438
Net loss						(77,679	)			(77,679	)
Balance, December 31, 2006	6,976,000		6,976		97,974	(177,777	)	(766	)	(73,593	)
Foreign currency translation adjustment								(376	)	(376	)
Net loss						(25,350	)			(25,350	)
Balance, June 30, 2007	6,976,000		6,976		97,974	(203,127	)	(1,142	)	(99,319	)

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

F4

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

1. OPERATIONS

Organization

Sanford Exploration, Inc. (the “Company”) was incorporated in the State of Nevada, U.S.A., on February 24, 2005. The Company’s mineral exploration operations are conducted through its wholly-owned subsidiary Sanford Exploration (Canada), Inc. incorporated in the Province of British Columbia, Canada, on March 14, 2005.

Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter the development stage.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $203,127 for the period from February 24, 2005 (inception) to June 30, 2007 and has no revenue. The future of the Company is dependant upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

2.	BASIS OF PRESENTATION, HISTORY AND ORGANIZATION OF THE COMPANY
	The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company's financial position and the results of its operations for the periods presented. This report on Form 10-QSB should be read in conjunction with the Company's Form 10-K for the fiscal year ended December 31, 2006. The Company assumes that the users of the financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company's Form 10-K for the fiscal year ended December 31, 2006, has been omitted. The results of operations for the six-month period ended June 30, 2007 are not necessarily indicative of results for the entire year ending December 31, 2007.
3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.
	The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

F5

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
	Principles of Consolidation
	The consolidated financial statements include the accounts and operations of Sanford Exploration, Inc. and its wholly owned subsidiary Sanford Exploration (Canada), Inc. All inter-company accounts and transactions have been eliminated on consolidation.
	Exploration Stage Enterprise
	The Company’s consolidated financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its consolidated financial statements and related disclosures in accordance with entities in the exploration stage.
	Mineral Property Option Payments and Exploration Expenditures
	The Company follows a policy of expensing exploration expenditures until a production decision is made in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations which may include the receipt of a legally binding project approval certificate. Such expenditures include exploration and administration expenditures. Mineral property costs are capitalized when incurred and are classified as tangible assets and are evaluated for impairment and written down as required.
	Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.
	If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.
	The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
	The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion.

F6

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
	Regulatory Matters
	The Company and its mineral property interest is subject to a variety of federal and state regulations governing land use, health, safety and environmental matters. The Company’s management believes it has been in substantial compliance with all such regulations, and is unaware of any pending action or proceeding relating to regulatory matters that would affect the financial position of the Company.
	Impaired Asset Policy
	The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in Statement of Financial Accounting Standards No. 144 (“SFAS 144”), “Accounting for the Impairment or Disposal of Long-lived Assets”. The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.
	Cash
	Cash consist of cash on deposit with high quality major financial institutions, and to date has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.
	Use of Estimates
	The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from these estimates.
	Foreign Currency Translation
	Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company’s functional currency is the U.S. dollar. Transactions in foreign currency are translated into U.S. dollars in accordance with the Statement of Financial Accounting Standards (“SFAS”) No. 52 as follows:
	i.	monetary items at the rate prevailing at the balance sheet date;
	ii.	non-monetary items at the historical exchange rate;
	iii.	revenue and expenses at the average rate in effect during the applicable accounting period.
	Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of stockholders deficiency.
	The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

F7

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
	Income Taxes
	The Company has adopted Statement of Financial Accounting Standards No. 109 (“SFAS 109”), “Accounting for Income Taxes”. This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely then not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
	Basic and Diluted Loss Per Share
	In accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard No. 128 (“SFAS 128”), “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2007 and December 31, 2006, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
	Revenue Recognition
	Revenue from the sale of minerals is recognized when the risks and rewards of ownership pass to the purchaser, including delivery of the product, the selling price is fixed or determinable and collectibility is reasonably assured. Settlement adjustments, if any, are reflected in revenue when the amounts are known.
	Stock-based Compensation
	The Company accounts for employee stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees”, and related interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the fair value of the Company’s common stock at the date of the grant over the amount an employee must pay to acquire the common stock. Non-employee stock-based compensation is accounted for using the fair value method in accordance with Statement of Financial Accounting Standard No. 123 (“SFAS 123”), “Accounting for Stock-based Compensation”.
	Financial Instruments
	The Company’s consolidated financial instruments consist of cash, accounts payable and accrued liabilities and amounts due to shareholder.
	Management of the Company does not believe that the Company is subject to significant interest, currency or credit risks arising from these financial instruments. The respective carrying values of financial instruments approximate their fair values. Fair values were assumed to approximate carrying values since they are short-term in nature or they are receivable or payable on demand.

F8

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
	Comprehensive Income (Loss)
	The Company has adopted Statement of Financial Accounting Standards No. 130 (“SFAS 130”), “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company discloses this information on its Statement of Stockholder’s Deficiency.
	Asset Retirement Obligations
	The Company has adopted Statement of Financial Accounting Standards No. 143 (“SFAS 143”), “Accounting for Asset Retirement Obligations”, which requires that an asset retirement obligation (“ARO”) associated with the retirement of a tangible long-lived asset to be recognized as a liability in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated asset. The cost of the tangible asset, including the initially recognized ARO, is depleted, such that the cost of the ARO is recognized over the useful life of the asset. The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate. To date, no significant asset retirement obligation exists due to the early stage of exploration. Accordingly, no liability has been recorded.
	Environmental Protection and Reclamation Costs
	The operations of the Company have been, and may in the future be affected from time to time in varying degrees by changes in environmental regulations, including those for future removal and site restorations costs. Both the likelihood of new regulations and their overall effect upon the Company may vary from region to region and are not predictable.
	Environmental expenditures that relate to ongoing environmental and reclamation programs are charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. The Company does not currently anticipate any material capital expenditures for environmental control facilities because its property holding is at an early stage of exploration.
	Intangible Assets
	The Company has adopted Statement of Financial Accounting Standards No. 142 (“SFAS 142”), “Goodwill and Other Intangible Assets”, which requires that goodwill and intangible assets with indefinite life are not amortized but rather tested at least annually for impairment. Intangible assets with a definite life are required to be amortized over their useful life. The Company does not have any goodwill nor intangible assets with indefinite or definite life since inception.
	Advertising Costs
	Advertising costs are expensed as incurred. No advertising costs were incurred in the six month period ended June, 2007 or from February 24, 2005 (inception) to June 30,2007, respectively.

F9

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007

4.	MINERAL EXPLORATION PROPERTY
	By Assignment Agreement dated August 15, 2005, the Assignor assigned, transferred and set over to the Company all rights, title, interest and benefits held by or granted to the Assignor in and to a Purchase and Sale Agreement dated December 10, 2004 whereby the Assignor acquired an option to purchase a 100% interest in 11 unpatented mineral claims. The 11 mineral claims cover a total of 1,800 acres (728 hectares) located in the south end of Gillies Limit Township in the Larder Lake Mining Division of the Province of Ontario, Canada.
	In consideration of the assignment the Company paid to the Assignor $47,110 ($56,500 CDN).
	The Company assumed and agreed to perform all obligations of the Assignor under the Purchase and Sale Agreement as follows:
	a)	$5,000 CDN payment to the Optionor upon execution of the agreement (paid by the Assignor).
	b)	The Company shall pay the Optionor a further total of $50,000 CDN within three (3) months after the shares of the Company begin trading to the public on any stock exchange or quotation system in North America after the filing of a prospectus or registration statement, as applicable (trading date).
	c)	The Company performed and recorded $10,000 CDN of assessment work on the mineral claims due in August 2005 and, at its option, shall perform such assessment work so as to keep the relevant mining claims and interests subject to the option provided for herein in good standing.
	d)	Upon the completion of all payments and obligations the Optionor shall transfer a 100% interest in the mineral claims to the Company and the Company shall, thereupon, grant the Optionor a net smelter return royalty, (“royalty”); subject to, at the Optionee’s discretion, the option of buying back up to 2% of the 3% royalty by paying $500,000 CDN to retire each such 0.5% portion of the royalty. The Company shall have a first right of refusal on the remaining 1% royalty held by the Optionor. The royalty or any part of it shall not be assignable without the consent of the Company (not to be unreasonably withheld), and any such assignment shall be subject to the buy-back and right of first refusal described above provided that the first 2% portion assigned shall be subject to the buy back.

F10

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007

5.	INCOME TAXES
a)	Income tax provision

The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% (2006 – 34%) to income before income taxes. The difference results from the following item:

					February 24,
					2005
		Six Months			(Inception)
		Ended			To
		June 30,			December 31,
		2007			2006
Computed expected (benefit of) income taxes	$	(8,619	)	$	(30,444	)
Increase in valuation allowance		8,619			30,444
	$	-		$	-

b) Significant components of the Company’s deferred income tax asset are as follows:

		June 30,			December 31,
		2007			2006
Operating loss carry forward	$	203,127		$	177,777
Mineral property payments		(47,110	)		(47,110	)
Exploration expenses		(41,127	)		(41,127	)
		114,890			89,540
Statutory tax rate		34%			34%
Deferred income tax asset		39,063			30,444
Valuation allowance		(39,063	)		(30,444	)
	$	-		$	-

F11

SANFORD EXPLORATION, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars)

June 30, 2007

5. INCOME TAXES(Continued)

c) The Company has incurred operating losses and approximately $114,890, which, if unutilized, will expire through to 2017. Subject to certain restrictions, the Company has mineral property and exploration expenditures of $88,237 available to reduce further taxable income. Future tax benefits, which may arise as a result of these losses, have not been recognized in these consolidated financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiration date of the operating loss carry forwards:

		Income Tax Operating Loss Carry Forward
		Amount	Expiration Date
2005		36,742	2015
2006	$	52,798	2016
2007		25,350	2017
Total income tax operating loss carry forward	$	114,890

6. COMMITMENTS AND CONTRACTUAL OBLIGATIONS

a)	Management Agreement:
	The Company entered into an agreement with a director to serve the Company and its subsidiary as an executive officer. In consideration, the Company agreed to pay $500 U.S. per month. The agreement may be terminated by the director by giving 30 days written notice or by the Company at any time with 30 days written notice. Termination of the agreement by the Company requires the Company to make no other payments except for outstanding amounts of salary and expenses.
	The Company entered into an agreement with a director to serve the Company and its subsidiary as an executive officer. The executive will not be compensated for the performance of these services until such a time as the Company begins to earn revenue. The agreement may be terminated by the director by giving 30 days written notice or by the Company at any time with 30 days written notice. Termination of the agreement by the Company requires the Company to make no other payments except for outstanding amounts of salary and expenses.
b)	Purchase and Sale Agreement:
	Assignment of purchase and sale agreement dated December 10, 2004 for the purchase of mineral claims as disclosed in Note 4.

F12

7. RELATED PARTY TRANSACTIONS

		As at		As at
		June 30,		December 31,
		2007		2006
Advances payable to a shareholder, who is also a director of the
Company	$	95,868	$	36,942

				February 24,
				2005
		Six Months		(Inception) to
		Ended June 31,		December 31,
		2007		2006
Consulting fees paid to a director of the Company	$	-	$	7,000
Management fees paid to a director of the Company	$	3,000	$	19,500

Amounts due to related parties for advances to the Company are unsecured, without interest and are due on demand. The value of transactions was based on exchange amounts, representing the amounts established and agreed upon by the related parties.

F13

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Item 2. Management’s Discussion and Analysis and Plan of Operation.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may��, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares in our capital stock and the terms “we”, “us”, “our” and “Sanford” mean Sanford Exploration Inc. and Sanford Exploration (Canada) Inc., our wholly owned subsidiary, unless otherwise indicated.

General Overview

We were incorporated in the State of Nevada on February 24, 2005. We are an exploration stage company. We own an option to earn a 100% interest in 11 mining claims subject to a 3% net smelter royalty payments and obligations to conduct assessment work to maintain the claims in good standing with the government of Ontario, Canada. We call the 11 claims the “Whitney Lake claims.” We are engaged in the exploration for commercially exploitable mineral resources, including resources of gold, silver, copper, nickel, cobalt, platinum and palladium on the Whitney Lake claims.

Our administrative office address and our mailing address is 1303-1323 Homer Street, Vancouver, British Columbia, Canada V6B 5T1 and our telephone number is (778) 855-9681.

Corporate History

We were incorporated in the State of Nevada on February 24, 2005.

On August 15, 2005, we obtained our right to earn an interest in the Whitney Lake claims through an assignment of an option agreement. Through this assignment, we became obligated to pay an option payment of CDN$50,000 within three months of our becoming a public company. Once we have made the CDN$50,000 payment, we will have fulfilled the requirements, flowing from our assignment of the agreement with the original optionors, to have the claims recorded in our name with the government of the Province of Ontario. On July 10, 2007, our shares were accepted for quotation on the Over-the-

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Counter Bulletin Board under the trading symbol “SFDX”. We will have three months from July 10, 2007 to pay the CDN$50,000 to the original optionors of the Whitney Lake claims in order to earn 100% interest in the claims, subject to the 3% net smelter royalty payments and the annual maintenance costs.

We have not been involved in any bankruptcy, receivership or similar proceeding.

Our Current Business

We are an exploration stage company. We own an option to earn a 100% interest in 11 mining claims subject to a 3% net smelter royalty payments and obligations to conduct assessment work to maintain the claims in good standing with the government of Ontario, Canada. The 11 claims cover a total of 1800 acres (2.81 square miles) located in the south end of Gillies Limit Township in the Larder Lake Mining Division of the Province of Ontario, Canada. We call the 11 claims the “Whitney Lake claims.” We are engaged in the exploration of commercially exploitable mineral resources, including resources of gold, silver, copper, nickel, cobalt, platinum and palladium on the Whitney Lake claims.

To maintain the Whitney Lake claims in good standing with the government of Ontario, we must either pay a fee of CDN$400 every two years or spend at least CDN$400 in exploring each claim every two years. To earn the 100% interest in the 11 claims, we must pay CDN$50,000 to the original parties who staked the mining claims.

Our initial phase of exploration, or our 2006 summer work program, on the White Lake claims was performed from August 1 to September 21, 2006. We are currently considering the report rendered by Gino Chitaroni, B.Sc., Geologist and Mining Technologist, rendered to us on September 21, 2006. The report rendered by Mr. Chitaroni discusses our 2006 work program, analyses the results and makes recommendations for further exploration on the property. The results of our 2006 work program showed no commercially viable quantities of Copper and Nickel and no traces of Gold. However, traces of copper and nickel were found in the sample.

The conclusion of Mr. Chitaroni’s report is that the results of the analysis of the sample warrant further exploration work and that subsequent drilling work might be considered. We have not yet determined whether we will conduct additional drilling and geophysical surveys in a second phase exploration program.

If we do determine that we will conduct the second phase of our exploration program and we are able to obtain enough money, we expect that we will conduct further drilling work and analysis of the resulting samples at an estimated cost of $250,000, which may be spread over the course of several years. If we are unable to complete exploration because we do not have enough money, we may be required to cease activities until we raise more money. If we cannot or do not raise additional funds, we may be required to permanently cease activities. To raise any additional money that is needed, we intend to rely on the issuance of securities through private placements or from shareholder loans or loans from third parties.

Currently, we do not intend to acquire other interests in any other mineral properties. Our business plan is solely to explore the Whitney Lake claims. If we are successful in our initial endeavours, we may look at the possibility of becoming involved in other mineral exploration projects.

PLAN OF OPERATIONS AND CASH REQUIREMENTS

For the next twelve months we intend to maintain the Whitney Lake claims in good standing with the government of Ontario, Canada, pay our obligations under the option agreement for the Whitney Lake

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claims, determine whether and how to proceed with our exploration program and maintain ourselves as a public company quoted on the Over-the-Counter Bulletin Board.

We expect that these endeavors will cost approximately $181,500. As of June 30, 2007, we had a working capital deficit of $99,319.

We have no income from operations. We will require additional funds to implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We will also need more funds if the costs of the exploration of the Whitney Lake claims are greater than we have anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We currently do not have any arrangements for further financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing.

We are an exploration stage company and have not yet generated or realized any revenues from our business activities.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash. Since inception of the company, we have raised funds through the sale of equity securities in private placement transactions.

If we find mineralized material and it is economically feasible to remove it, we will attempt to raise additional money, likely through loans from shareholders but possibly in a further private placement, a public offering or through borrowing money from non-shareholders.

None of our officers, directors or shareholders have made any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional money.

Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we know whether it would be commercially viable to extract the minerals from the Whitney Lake claims.

We have conducted research in the form of exploration of the property. We do not expect to buy or sell any plant or significant equipment during the next twelve months. We do not intend to buy any equipment until we have located a reserve and have determined it is economical to extract the minerals from the land.

If we are unable to complete any phase of exploration because we do not have enough money, we will cease activities until additional funds are raised. If we need additional cash and cannot raise it or raise it on terms that our board of directors finds commercially acceptable, we will either have to suspend activities until we do raise the cash, or cease activities entirely.

We do not intend to hire additional employees at this time. All of the work on the property and in studying the earth samples and preparing maps and reports has been and will continue to be conducted by unaffiliated independent contractors until the board of directors determines that it is in the best interests of the company to engage more employees. The independent contractors are responsible for surveying, geology, engineering, exploration, and excavation. Geologist contractors will evaluate the information derived from exploration and the engineer contractors will advise us on the economic feasibility of removing any mineralized material that may be found.

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Maintenance of Claims

To maintain the Whitney Lake claims, we must spend at least CDN$400 per claim, every two years, on exploration activities or pay a fee of CDN$400 per claim, every two years to the government of Ontario, Canada. Since we have 11 claims, we must spend at least CDN$4,400 every two years to maintain our clams. During our 2006 summer work program, we spent CDN$21,529, this amount will maintain the Whitney Lake claims for us during 2007.

Earning 100% Interest in the Whitney Lake Claims

We obtained our right to earn an interest in the Whitney Lake claims through an assignment of an option agreement, dated December 10, 2004. Through this assignment, we became obligated to pay an option payment of CDN$50,000 within three months of our becoming a public company. Once we have made the CDN$50,000 payment, we will have fulfilled the requirements, flowing from our assignment of the agreement with the original optionors, to have the claims recorded in our name with the government of the Province of Ontario. As stated above, we became a public company quoted on the Over-the-Counter Bulletin Board on July 10, 2007. We will have three months from that date to pay the CDN$50,000 to the original optioners of the Whitney Lake claims in order to earn 100% interest in the claims, subject to the 3% net smelter royalty payments and the annual maintenance costs.

Estimated Funding Required During the Next Twelve Months
General and Administrative Expenses	$	30,000
Report and Maps		1,500
Legal Fees		50,000
Accounting and Auditor’s Fees		50,000
Option payment		50,000
Total	$	181,500

Three month period ended June 30, 2007 compared to three month period ended June 30, 2006

We incurred operating expenses in the amount of $14,866 for the three months ended June 30, 2007 compared to operating expense of $17,840 for the three months ended June 30, 2006. We incurred operating expenses of $203,127 from our inception on February 24, 2005 to June 30, 2007. Our operating expenses for the three months ended June 30, 2007 include: (a) $11,248 in professional fees, (b) $2,045 in regulatory fees, (c) $1,500 in management fees, and (d) $73 in bank charges and interest. We anticipate our operating expenses will increase as we carry out our planned exploration program.

Six month period ended June 30, 2007 compared to six month period ended June 30, 2006

We incurred operating expenses in the amount of $25,350 for the six months ended June 30, 2007 compared to operating expense of $20,610 for the six months ended June 30, 2006. Our operating expenses for the six months ended June 30, 2007 include: (a) $17,116 in professional fees, (b) $5,098 in regulatory fees, (c) $3,000 in management fees, and (d) $136 in bank charges and interest.

Liquidity and Capital Resources

We did not earn any revenues from inception through the reporting period ended June 30, 2007.

As of June 30, 2007, our total assets were $6,025.

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As of June 30, 2007, our total liabilities were $105,344.

As of June 30, 2007, we had cash in the amount of $6,025.

We anticipate that we will require $181,500 for our operating requirements over the next twelve months. We do not have sufficient cash on hand to meet our operating capital requirements for the next twelve months. We will require additional funds to meet our requirements. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.

We have suffered recurring losses from operations. The continuation of our company will be dependent upon our company raising additional capital through the sale of equity securities or by borrowing money. Although we may do so, we do not intend to seek equity financing over the next twelve months to provide for the capital required to implement our research and exploration phases. We plan instead to seek loans from shareholders or other sources. We have raised some capital through private placements but we will still require additional funds to continue our operations and plans.

The continuation of our business is dependent upon obtaining further financing, a successful program of exploration, and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our activities. Equity financing could result in additional dilution to existing shareholders.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these

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forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Risks Related to our Company

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.

Our auditors have issued a going concern opinion on our audited financial statements for the year ended December 31, 2006. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. We have no assurance that future financing will be available to us on terms that will be acceptable to us. If financing is not available on satisfactory terms, we may be unable to continue our exploration activities. If this happens, we may have to cease activities and you could lose your investment.

Our sole officer has no technical training and experience in mineral activities and consequently our activities, earnings and ultimate financial success could be irreparably harmed.

Our president, our company’s sole officer, Fiore Aliperti, has no technical training and experience with exploring for minerals or starting and operating a mine. With no direct training or experience in these areas, our President may not be fully aware of many of the specific requirements related to working within the industry. Our president's decisions and choices may not take into account standard engineering or managerial approaches that mineral exploration companies commonly use. Consequently, our activities, earnings and ultimate financial success could suffer irreparable harm due to our president’s lack of training and experience in the industry.

Our directors have other outside business activities and each will only be devoting approximately 10% of their time, approximately four hours per week, to our activities, which may result in delays in the completion of their duties and delays in the operation of our business, which could cause our business to suffer.

Because our directors have other outside business activities and each will be only be devoting 10% of their time, or four hours per week, to our activities. Their work for our company may be sporadic and occur at times which are convenient to them. As a result, they may not always complete their duties for the company in a timely manner, which could result in delays in the operation of our business and losses of time or money by the company.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities and you could lose your investment.

We were incorporated in February, 2005 and we have not realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss from inception (February 24, 2005) to June 30, 2007 was $203,127. The loss was primarily the result of

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exploration expenses, mineral property payments and professional fee payments. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

• our ability to locate a commercially viable mineral resource;

• our ability to generate revenues; and

• our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of the Whitney Lake claims. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

Because we will have to spend additional funds to determine whether the Whitney Lake claims contain a mineral reserve, if we can't raise the money, we will have to cease operations and you could lose your investment.

Even if we complete our current exploration program, we will have to spend substantial funds on further drilling and engineering studies before we will know if the Whitney Lake claims contain a commercially viable mineral deposit. Therefore, we will have to incur greater operating expenses and greater losses before we can ever hope to earn revenues and we may never earn revenues. If we cannot pay our expenses or we never earn revenue, our business operations will likely stop and you could lose your entire investment in our company.

Because we are small and do not have much capital, we have to limit our exploration activity which may result in a loss of your investment.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. Our failure to discover an existing reserve could cause us to never earn money and go out of business and you to lose all of your investment in our company.

Because our directors and officers and all of our assets are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us, our officer or our directors.

All of our assets are located outside of the United States and our directors and our sole officer are nationals and residents of Canada, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for an investor to effect service of process or enforce within the United States any judgments obtained against us or our officer or our directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our directors and our officer predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against us or our directors and our officer predicated upon the securities laws of the United States or any state thereof.

Because we have only one officer and two directors who are responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to

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comply with applicable laws and regulations which could result in fines, penalties and assessments against us.

We have only one officer and two directors. They are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When theses controls are implemented, our officer and directors will be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities Exchange Commission, which ultimately could cause us to lose money and possibly to go out of business.

Risks Related to our Business

Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be lost.

The probability of an individual prospect ever having reserves is extremely remote. In all probability, the Whitney Lake claims do not contain any reserves. As such, any funds spent on exploration will probably be lost, which will likely result in a loss of your investment.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the Whitney Lake claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon the Whitney Lake claims. If this happens, our business will likely fail.

Because the Whitney Lake claims are without known mineral reserves and because we have never made a profit from our operations, our securities are highly speculative and investors may lose all of their investment in our company.

Our securities must be considered highly speculative, generally because of the nature of our business and our early stage of exploration. The Whitney Lake claims are in the exploration stage only and are without known deposits of minerals. Accordingly, we have not generated material revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and exploiting mineral reserves or selling the rights to exploit those mineral reserves. The likelihood that the Whitney Lake claims contain valuable and commercially exploitable minerals is extremely remote. In all probability, the Whitney Lake claims do not contain any reserves and any funds that we spend on exploration will be lost. We may never discover mineral resources in the Whitney Lake claims or any other area, or we may do so and still not be commercially successful if we are unable to exploit those resources profitably or earn revenues from selling the rights to exploit any mineral resources

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we discover. We may not be able to operate profitably and may have to cease operations, the price of our securities may decline and investors may lose all of their investment in our company.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.

The potential profitability of mineral ventures depends in part upon factors beyond the control of our company and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.

The commercial feasibility of mineral properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in our company not receiving an adequate return on invested capital. These factors may have material and negative effects on our financial performance and our ability to continue operations.

As we face intense competition in the mineral exploration industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The Whitney Lake claims are in Ontario, Canada, and our competition there includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may have to compete for financing and be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies in Ontario in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a company.

Risks Related to Our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the National Association of Securities Dealers. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of the shares.

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Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and the NADSD’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

Because we may issue additional shares of common stock, your investment could be subject to substantial dilution.

We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us.

Because of the early stage of development and the nature of our business, our securities are considered highly speculative.

Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of mining. Our properties are in the exploration stage only and are without known gold reserves. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing gold, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.

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Item 3. Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures as of the end of the period covered by this quarterly report, June 30, 2007. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s president. Based upon that evaluation, our company’s president concluded that our company’s disclosure controls and procedures are effective as at the end of the period covered by this report. There have been no changes in our company’s internal controls or in other factors, which could materially affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Exchange Act is accumulated and communicated to management, including our company’s president as appropriate, to allow timely decisions regarding required disclosure

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit
Number	Description
(3)	(i) Articles of Incorporation; and (ii) Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 filed on November 8, 2006)
3.2	Bylaws (incorporated by reference from our Form SB-2 filed on November 8, 2006)
(10)	Material Contracts
10.1	Employment Agreement with Mr. Poloni (incorporated by reference from our Form SB-2 filed on November 8, 2006)
10.2	Employment Agreement with Mr. Aliperti (incorporated by reference from our Form SB-2 filed on November 8, 2006)
10.3	Agreement between Raven Resources Inc. and Emporio Explorations Corp. (incorporated by reference from our Form SB-2 filed on November 8, 2006)
10.4	Agreement between Emporio Explorations Corp. and Sanford Exploration (Canada) Inc. (incorporated by reference from our Form SB-2 filed on November 8, 2006)
(21)	Subsidiaries
21.1	Sanford Exploration (Canada) Inc.
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002

*Filed herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SANFORD EXPLORATION INC.

By:	/s/ Fiore Aliperti
Fiore Aliperti
President, Chief Executive Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: August 13, 2007