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 FEBRUARY 28, 2011
Commission file number 000-53707
SANDFIELD VENTURES CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Third Floor, Olde Towne Marina
Sandyport, Nassau, Bahamas SP-63777
(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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] 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 April 15, 2011
ITEM 1. FINANCIAL STATEMENTS.
The un-audited financial statements for the quarter ended February 28, 2011
immediately follow.
2
GEORGE STEWART, CPA
316 17th AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Sandfield Ventures Corp.
I have reviewed the condensed balance sheet of Sandfield Ventures Corp. (An
Exploration Stage Company) as of February 28, 2011, and the related condensed
statements of operations for the three months ended February 28, 2011 and 2010
and for the period from November 5, 2007 (inception) to February 28, 2011, and
condensed statements of cash flows for the nine months ended February 28, 2011
and 2010 and for the period from November 5, 2007 (inception) to February 28,
2011. These financial statements are the responsibility of the company's
management.
I conducted my review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, I do not express such an opinion.
Based on my review, I am not aware of any material modifications that should be
made to the accompanying interim financial statements for them to be in
conformity with generally accepted accounting principles in the United States of
America.
I have previously audited, in accordance with auditing standards of the Public
Company Accounting Oversight Board (United States), the balance sheet of
Sandfield Ventures Corp. (An Exploration Stage Company) as of November 30, 2010,
and the related statements of operations, retained earnings and cash flows for
the year then ended (not presented herein); and in my report dated February 3,
2011, I expressed a going concern opinion on those financial statements. In my
opinion, the information set forth in the accompanying condensed balance sheet
as of November 30, 2010, is fairly stated, in all material respects, in relation
to the balance sheet from which it has been derived.
/s/ George Stewart, CPA
-------------------------------
Seattle, Washington
April 4, 2011
3
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
February 28, November 30,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 6,961 $ 9,036
-------- --------
TOTAL CURRENT ASSETS 6,961 9,036
-------- --------
TOTAL ASSETS $ 6,961 $ 9,036
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 3,665 $ --
-------- --------
TOTAL CURRENT LIABILITIES 3,665 --
-------- --------
TOTAL LIABILITIES 3,665 --
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 7,000,000 shares issued and outstanding
as of February 28, 2011 and November 30, 2010 7,000 7,000
Additional paid-in capital 68,000 68,000
Deficit accumulated during exploration stage (71,704) (65,964)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 3,296 9,036
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 6,961 $ 9,036
======== ========
See Notes to Financial Statements
4
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
November 5, 2007
Three Months Three Months (inception)
Ended Ended through
February 28, February 29, February 28,
2011 2010 2011
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
PROFESSIONAL FEES 3,000 3,000 25,200
MINERAL EXPENDITURES -- 24,540
GENERAL & ADMINISTRATIVE EXPENSES 1,240 911 12,064
RENT - RELATED PARTY 1,500 1,000 9,900
---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (5,740) (4,911) (71,704)
---------- ---------- ----------
NET INCOME (LOSS) $ (5,740) $ (4,911) $ (71,704)
========== ========== ==========
BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,000,000 7,000,000
========== ==========
See Notes to Financial Statements
5
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
November 5, 2007
Three Months Three Months (inception)
Ended Ended through
February 28, February 29, February 28,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,740) $ (4,911) $(71,704)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposits -- 1,400 --
Accounts Payable 3,665 -- 3,665
Due to a Director -- (500) --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,075) (4,011) (68,039)
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 (2,075) (4,011) 6,961
CASH AT BEGINNING OF PERIOD 9,036 22,937 --
-------- -------- --------
CASH AT END OF YEAR $ 6,961 $ 18,925 $ 6,961
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
6
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2011
--------------------------------------------------------------------------------
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 two stages 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
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
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 ASC No. 250
all adjustments are normal and recurring.
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SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2011
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, 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.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
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 November 30, 2010 and generated a net loss of $71,704. 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 $6,961
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.
8
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2011
--------------------------------------------------------------------------------
NOTE 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Between June
1, 2009 and August 31, 2009 the Company paid a director $300 per month for use
of office space and services. Starting September 1, 2009 the Company has been
paying a director $500 per month for use of office space and services.
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 February 28, 2011
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 71,704
Tax rate 34%
--------
Gross deferred tax assets 24,379
Valuation allowance (24,379)
--------
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 February 28, 2011, the Company has a net operating loss carryforward of
approximately $71,704. Net operating loss carryforwards expires twenty years
from the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. 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.
9
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
February 28, 2011
--------------------------------------------------------------------------------
NOTE 9. STOCK TRANSACTIONS (CONTINUED)
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.
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 February 28, 2011, 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 February 28, 2011:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 7,000,000 shares
issued and outstanding.
10
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 $5,740 and $4,911 for the three months ended
February 28, 2011 and 2010. These expenses consisted of general operating
expenses, rent 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 February 28, 2011 was
$71,704.
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 February 28, 2011.
Balance Sheet Data: 2/28/11
------------------- -------
Cash $6,961
Total assets $6,961
Total liabilities $3,665
Shareholders' equity $3,296
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at February 28, 2011 was $6,961. Management believes the
current funds available to the company will not be sufficient to fund our
operations for the next twelve months. Total expenditures over the next 12
months are expected to be approximately $20,000. Our director has verbally
agreed to loan the company funds for operating expenses in a limited scenario,
but he has no legal obligation to do so. We are an exploration stage company and
have generated no revenue to date.
11
PLAN OF OPERATION
Phase 1 of the exploration program on the claims held by the company 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 was 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 was
completed and we received the results.
Based upon the geologist's recommendations we have abandoned further exploration
on the property.
Our plan of operation for the next twelve months is to secure another property
on which we will carry out a new exploration program. Total expenditures over
the next 12 months are expected to be approximately $20,000.
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
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 February 28, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
12
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.
April 15, 2011 Sandfield Ventures Corp.
/s/ Mark Holcombe
---------------------------------------------------
By: Mark Holcombe
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President, Secretary,
Treasurer & Sole Director)
13