UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2009 Commission file number 333-148710 SANDFIELD VENTURES CORP. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation or organization) Caves Village, West Bay Street Nassau, New Providence, Bahamas CB-12042 (Address of principal executive offices, including zip code) 888-593-0181 (Telephone number, including area code) Resident Agents of Nevada 711 S. Carson Street, Suite 4 Carson City, NV 89701 (Name and Address of Agent for Service) 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 last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller 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 [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,000,000 shares as of July 8, 2009 ITEM 1. FINANCIAL STATEMENTS. The un-audited financial statements for the quarter ended May 31, 2009 immediately follow. 2 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Balance Sheet - -------------------------------------------------------------------------------- As of As of May 31, November 30, 2009 2008 -------- -------- ASSETS CURRENT ASSETS Cash $ 36,985 $ 50,675 Deposits 4,500 -- -------- -------- TOTAL CURRENT ASSETS 41,485 50,675 -------- -------- TOTAL ASSETS $ 41,485 $ 50,675 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 1,400 $ 4,250 -------- -------- TOTAL CURRENT LIABILITIES 1,400 4,250 -------- -------- TOTAL LIABILITIES 1,400 4,250 -------- -------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 7,000,000 shares issued and outstanding as of May 31, 2009 and November 30, 2008 7,000 7,000 Additional paid-in capital 68,000 68,000 Deficit accumulated during exploration stage (34,915) (28,575) -------- -------- TOTAL STOCKHOLDERS' EQUITY 40,085 46,425 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 41,485 $ 50,675 ======== ======== See Notes to Financial Statements 3 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Statement of Operations - -------------------------------------------------------------------------------- November 5, 2007 Three Months Three Months Six Months Six Months (inception) Ended Ended Ended Ended through May 31, May 31, May 31, May 31, May 31, 2009 2008 2009 2008 2009 ---------- ---------- ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- $ -- $ -- ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- -- PROFESSIONAL FEES 1,400 1,200 4,300 5,400 12,100 MINERAL EXPENDITURES -- -- -- 7,000 15,540 GENERAL & ADMINISTRATIVE EXPENSES 459 431 2,040 2,839 7,275 ---------- ---------- ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES (1,859) (1,631) (6,340) (15,239) (34,915) ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (1,859) $ (1,631) $ (6,340) $ (15,239) $ (34,915) ========== ========== ========== ========== ========== BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 7,000,000 3,000,000 7,000,000 3,000,000 ========== ========== ========== ========== See Notes to Financial Statements 4 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Statement of Cash Flows - -------------------------------------------------------------------------------- November 5, 2007 Six Months Six Months (inception) Ended Ended through May 31, May 31, May 31, 2009 2008 2009 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (6,340) $(15,239) $(34,915) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Subscriptions Received -- 46,500 -- Deposits (4,500) -- (4,500) Accounts Payable (2,850) 80 1,400 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,690) 31,341 (38,015) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock -- -- 7,000 Additional paid-in capital -- -- 68,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 75,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (13,690) 31,341 36,985 CASH AT BEGINNING OF PERIOD 50,675 14,310 -- -------- -------- -------- CASH AT END OF YEAR $ 36,985 $ 45,651 $ 36,985 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 5 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Notes to Financial Statements May 31, 2009 - -------------------------------------------------------------------------------- NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Sandfield Ventures Corp. (the Company) was incorporated under the laws of the State of Nevada on November 5, 2007. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization, development of its business plan and has completed the first stage of its exploration program. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a November 30, year-end. BASIC EARNINGS (LOSS) PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective November 5, 2007 (date of inception). Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. USE OF ESTIMATES AND ASSUMPTIONS The preparation of 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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring. 6 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Notes to Financial Statements May 31, 2009 - -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS Recent accounting pronouncements that are listed below did and/or are not currently expected to have a material effect on the Company's financial statements. FASB STATEMENTS: In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share." FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or 7 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Notes to Financial Statements May 31, 2009 - -------------------------------------------------------------------------------- NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED) document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB's amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company's financial position, statements of operations, or cash flows at this time. In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows. In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for "plain vanilla" share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements--an amendment of ARB No. 51. This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves 8 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Notes to Financial Statements May 31, 2009 - -------------------------------------------------------------------------------- NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (CONTINUED) comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.'This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company's consolidated financial position, results of operations or cash flows. NOTE 4. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had no operations during the period from November 5, 2007 (date of inception) to May 31, 2009 and generated a net loss of $34,915. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company is currently in the exploration stage and has minimal expenses, however, management believes that the company's current cash of $36,985 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding. NOTE 5. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. 9 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Notes to Financial Statements May 31, 2009 - -------------------------------------------------------------------------------- NOTE 6. RELATED PARTY TRANSACTIONS The sole officer and director of the Company may, in the future, become involved in other business opportunities as they become available, he may face a conflict in selecting between the Company and his other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. NOTE 7. INCOME TAXES As of May 31, 2009 ------------------ Deferred tax assets: Net operating tax carryforwards $ 34,915 Tax rate 34% -------- Gross deferred tax assets 11,871 Valuation allowance (11,871) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 8. NET OPERATING LOSSES As of May 31, 2009, the Company has a net operating loss carryforwards of approximately $34,915. Net operating loss carryforward expires twenty years from the date the loss was incurred. NOTE 9. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. On November 5, 2007, the Company issued a total of 3,000,000 shares of common stock to Mark Holcombe for cash in the amount of $0.005 per share for a total of $15,000. 10 SANDFIELD VENTURES CORP. (An Exploration Stage Company) Notes to Financial Statements May 31, 2009 - -------------------------------------------------------------------------------- NOTE 9. STOCK TRANSACTIONS (CONTINUED) On July 23, 2008, the Company issued a total of 4,000,000 shares of common stock to 27 unrelated shareholders for cash in the amount of $0.015 per share for a total of $60,000 pursuant to the Compay's SB-2 registration statement. As of May 31, 2009 the Company had 7,000,000 shares of common stock issued and outstanding. NOTE 10. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of May 31, 2009: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 7,000,000 shares issued and outstanding. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD LOOKING STATEMENTS This report contains forward-looking statements that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect", "future", "intend", and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing and actual results may differ materially from historical results or our predictions of future results. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $1,859 and $1,631 for the three months ended May 31, 2009 and 2008. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our required reports with the U.S. Securities and Exchange Commission. Our net loss from inception (November 5, 2007) through May 31, 2009 was $34,915. We have sold $75,000 in equity securities to date. We sold $15,000 in equity securities to our officer and director and $60,000 to independent investors. The following table provides selected financial data about our company for the quarter ended May 31, 2009. Balance Sheet Data: 5/31/09 ------------------- ------- Cash $36,985 Total assets $41,485 Total liabilities $ 1,400 Shareholders' equity $40,085 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at May 31, 2009 was $36,985. Management believes the current funds available to the company will fund our operations for the next twelve months. We are an exploration stage company and have generated no revenue to date. PLAN OF OPERATION Our exploration target is to find exploitable minerals on our property. Our success depends on achieving that target. There is the likelihood of our mineral claims containing little or no economic mineralization or reserves of silver and other minerals. There is the possibility that our claims do not contain any 12 reserves and funds that we spend on exploration will be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit we will be required to expend substantial funds to bring our claims to production. We are unable to assure investors we will be able to raise the additional funds necessary for Phase 3 or to implement any future exploration or extraction program even if mineralization is found. Our plan of operation for the next twelve months is to complete the second phase of the exploration program. In addition to the $11,500 we anticipate spending for Phase 2 of the exploration program as outlined below, we anticipate spending an additional $10,000 on general and administrative costs and professional fees, including fees payable in connection with reporting obligation compliance. Total expenditures over the next 12 months are expected to be approximately $21,500. The following work program has been recommended by the consulting geologist who prepared the geology report. PHASE 1 Detailed prospecting, mapping and soil geochemistry. The estimated cost for this program is all inclusive $ 8,500 (completed) PHASE 1A Detailed sampling about the anomalous, coincident concentrations of samples taken in Phase 1. $10,500 (fieldwork completed) PHASE 2 Magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase 1 survey. Included in this estimated cost are transportation, accommodation, board, grid installation, geophysical surveys, maps and report $11,500 PHASE 3 Induced polarization survey over grid controlled, Anomalous areas of interest outlined by Phase 1&2 fieldwork. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies, including assays, detailed maps and reports $30,000 ------- Total $60,500 ======= 13 Each phase following phase 1 is contingent upon favorable results from the previous phase. The above program costs are management's estimates based upon the recommendations of the professional consulting geologist and the actual project costs may exceed our estimates. Phase 1 of the exploration program on the claims was completed in April 2008. We received the results from the geologist and he recommended that a fill-in sampling (Phase 1A) take place before the Phase 2 work is considered. This program entailed sampling about the anomalous, coincident concentrations of samples from Phase 1. The program required taking a similar number of samples as taken in Phase 1, but in a more detailed fashion about the anomalies. The cost for this program was $10,500. The fieldwork has been completed and we are awaiting the results. Based upon his recommendations after Phase 1A, if we proceed with the full phase two exploration program the estimated cost of this program is $11,500 and will take approximately 10 days to complete and an additional one to two months for the consulting geologist to receive the results from the assay lab and prepare his report. Following phase two of the exploration program, if it proves successful and we are able to raise additional funding if necessary, we intend to proceed with phase three of our exploration program. The estimated cost of this program is $30,000 and will take approximately 20 days to complete and an additional one to two months for the consulting geologist to receive the results from the assay lab and prepare his report. If warranted, we estimate Phase 2 to be completed in the third quarter 2009 and Phase 3 would be in 2010. We have a verbal agreement with James McLeod, the consulting geologist, to retain his services for our complete exploration program. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the exploration program if we find mineralization. OFF-BALANCE SHEET ARRANGEMENTS We do not have any 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. ITEM 4. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive 14 officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter ended May 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 6. EXHIBITS. The following exhibits are included with this quarterly filing: Exhibit No. Description - ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31 Sec. 302 Certification of Principal Executive & Financial Officer 32 Sec. 906 Certification of Principal Executive & Financial Officer - ---------- * Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form SB-2, SEC File Number 333-148710, at the Securities and Exchange Commission website at www.sec.gov. SIGNATURES Pursuant to the requirements 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. July 8, 2009 Sandfield Ventures Corp. /s/ Mark Holcombe --------------------------------------------------- By: Mark Holcombe (Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, President, Secretary, Treasurer & Sole Director) 15