UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2011
Commission file number 000-53707
SANDFIELD VENTURES CORP.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 26-1367322
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Third Floor, Olde Towne Marina
Sandy Port, Nassau, Bahamas SP-63777
(Address of Principal Executive Offices & Zip Code)
888-593-0181
(Telephone Number)
Resident Agents of Nevada
711 S. Carson Street, Suite 4
Carson City, NV 89701
(Name and Address of Agent for Service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate 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 [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Non-accelerated filer [ ] Accelerated filer [ ]
Large accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of February 27, 2012, the registrant had 7,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of February 27, 2012.
SANDFIELD VENTURES CORP.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 5
Item 1B. Unresolved Staff Comments 7
Item 2. Properties 7
Item 3. Legal Proceedings 8
Item 4. [Removed and Reserved] 8
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 11
Item 8. Financial Statements 12
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 21
Item 9A(T). Controls and Procedures 21
Item 9B. Other Information 22
Part III
Item 10. Directors, Executive Officers and Corporate Governance 23
Item 11. Executive Compensation 24
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 26
Item 13. Certain Relationships and Related Transactions, and Director
Independence 26
Item 14. Principal Accountant Fees and Services 27
Part IV
Item 15. Exhibits 27
Signatures 27
2
PART I
ITEM 1. BUSINESS
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this report. In this report, unless the context otherwise denotes, references
to "we", "us", "our", "Sandfield" and "Sandfield Ventures" are to Sandfield
Ventures Corp.
Sandfield Ventures Corp. was incorporated in the State of Nevada on November 5,
2007 to engage in the acquisition, exploration and development of natural
resource properties. The principal executive offices are located at Third Floor,
Olde Towne Marina, Nassau, Bahamas. The telephone number is (888)593-0181.
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern.
We have a total of 75,000,000 authorized common shares with a par value of
$0.001 per share and 7,000,000 common shares issued and outstanding as of
November 30, 2009.
We completed a Registration Statement on Form S-1 under the Securities Act of
1933 with the U.S. Securities and Exchange Commission registering 4,000,000
shares at a price of $0.015 per share. The offering was completed for total
proceeds to the company of $60,000.
DESCRIPTION OF BUSINESS
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.
COMPETITION
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.
3
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our future exploration plans until
we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
Exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
4
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $3,500 for the geology report and $3,500 for the staking of the claims
and incurred an additional $17,540 in exploration costs.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Mark Holcombe. Mr. Holcombe currently
devotes 2-4 hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY AND EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.
We completed the preliminary phases of the exploration program on the Git
1-4 Mineral Claims and have abandoned the claims. We are currently are in
search of a new property for exploration. We were incorporated on November
5, 2007 and to date have been involved primarily in organizational
activities, the acquisition of the mineral claims and the first phases of
exploration. 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
5
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. We
anticipate that we will incur increased operating expenses without
realizing any revenues. We recognize that if we are unable to generate
significant revenues from development and production of minerals, we will
not be able to earn profits or continue operations. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful, and it is doubtful that we will generate any operating revenues
or ever achieve profitable operations. If we are unsuccessful in addressing
these risks, our business will most likely fail.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR SANDFIELD VENTURES WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 4 of our accompanying financial statements, our lack
of operations and any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE ANY
MINERAL CLAIM INTO COMMERCIAL PRODUCTION IF MINERALIZATION IS FOUND.
Our ability to generate revenues and profits is expected to occur through
exploration, development and production of a mineral claim. Substantial
expenditures will be incurred in an attempt to establish the economic
feasibility of mining operations by identifying mineral deposits and
establishing ore reserves through drilling and other techniques, developing
metallurgical processes to extract metals from ore, designing facilities
and planning mining operations. The economic feasibility of a project
depends on numerous factors, including the cost of mining and production
facilities required to extract the desired minerals, the total mineral
deposits that can be mined using a given facility, the proximity of the
mineral deposits to a user of the minerals, and the market price of the
minerals at the time of sale. There is no assurance that an exploration
program will result in the identification of deposits that can be mined
profitably.
If an exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claims into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
funds is through the sale of equity capital. Any sale of share capital will
result in dilution to existing shareholders. We may be unable to obtain any
such funds, or to obtain such funds on terms that we consider economically
feasible.
6
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
Laws and regulations govern the exploration, development, mining,
production, importing and exporting of minerals; taxes; labor standards;
occupational health; waste disposal; protection of the environment; mine
safety; toxic substances; and other matters. In many cases, licenses and
permits are required to conduct mining operations. Amendments to current
laws and regulations governing operations and activities of mining
companies or more stringent implementation thereof could have a substantial
adverse impact on us. Applicable laws and regulations will require us to
make certain capital and operating expenditures to initiate new operations.
Under certain circumstances, we may be required to stop exploration
activities once they are started until a particular problem is remedied or
to undertake other remedial actions.
THE MINING INDUSTRY IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS.
The mining industry, from exploration, development and production is a
speculative business, characterized by a number of significant risks
including, among other things, unprofitable efforts resulting not only from
the failure to discover mineral deposits but from finding mineral deposits
which, though present, are insufficient in quantity and quality to return a
profit from production. The marketability of minerals acquired or
discovered may be affected by numerous factors which are beyond our control
and which cannot be accurately predicted, such as market fluctuations, the
proximity and capacity of milling facilities, mineral markets and
processing equipment, and government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection. The combination of such factors may
result in our not receiving an adequate return on investment capital.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Mark Holcombe, our sole officer and director of the company, currently
devotes approximately 2-4 hours per week providing management services to
us. While he presently possesses adequate time to attend to our interests,
it is possible that the demands on him from his other obligations could
increase, with the result that he would no longer be able to devote
sufficient time to the management of our business. This could negatively
impact our business development.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We do not currently own any property. Our director Mr. Holcombe currently
provides us with office space at Third Floor, Olde Towne Marina, Nassau, Bahamas
at the rate of $500 per month. The facilities include answering services, fax
services, secretarial services, reception area and offices. Management believes
the current premises are sufficient for its needs at this time.
7
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. [REMOVED AND RESERVED]
PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
On February 13, 2009 our shares were approved for trading on the OTC Electronic
Bulletin Board (OTCBB) under the symbol "TAEI". As of the date of this filing,
there has been no active trading of our securities, and, therefore, no high and
low bid pricing.
The OTCBB is a regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the OTCBB
does not have any listing requirements per se, to be eligible for quotation on
the OTCBB, issuers must remain current in their filings with the SEC or
applicable regulatory authority. Market Makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their required
filings will be removed following a 30 or 60 day grace period if they do not
make their required filing during that time.
As of November 30, 2011, we have 7,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 28 shareholders of record.
Of the 7,000,000 shares of common stock outstanding as of November 30, 2011,
3,000,000 shares are owned by Mark Holcombe, our officer and director, and may
only be resold in compliance with Rule 144 of the Securities Act of 1933.
The stock transfer agent for our securities is Holladay Stock Transfer.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
8
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934
The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
and the customers rights and remedies in causes of fraud in penny stock
transactions.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance thereunder.
SECTION 16(a)
Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no shares of common stock or other securities issued to the issuer or
affiliated purchasers during the year ended November 30, 2011.
ITEM 6. SELECTED FINANCIAL DATA
As a smaller reporting company we are not required to provide this information.
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $16,767 and $14,801 for the years ended
November 30, 2011 and 2010, respectively. These expenses consisted of $10,419
(11/30/11) and $9,301 (11/30/10) in general operating expenses and professional
fees, $6,000 (11/30/10) and $5,500 (11/30/10) in rent and $348 (11/30/11) in
interest expense.
Our net loss from inception (November 5, 2007) through November 30, 2011 was
$82,731.
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
years ended November 30, 2011 and 2010.
Balance Sheet Data: 11/30/11 11/30/10
------------------- -------- --------
Cash $ 3,597 $ 9,036
Total assets $ 13,397 $ 9,036
Total liabilities $ 21,128 $ 0
Shareholders' equity $ (7,731) $ 9,036
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at November 30, 2011 was $3,597. In order to achieve our
exploration program goals, we were required to raise the $60,000 in funding from
the offering of registered shares pursuant to our Registration Statement filed
on Form S-1 which became effective on March 5, 2008. The offering was completed
on July 23, 2008. Management believes the current funds available to the company
and loans from our director will fund our operations for the next twelve months.
We are an exploration stage company and have generated no revenue to date.
GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from November 5, 2007 (date
of inception) to November 30, 2011 and generated a net loss of $82,731. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash and cash
equivalents of $3,597 and loans from our director 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.
10
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. We are currently searching for another property on which we
will carry out a new exploration program.
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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company we are not required to provide this information.
11
ITEM 8. FINANCIAL STATEMENTS
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
Sandfield Ventures, Corp.
I have audited the accompanying balance sheets of Sandfield Ventures, Corp. (An
Exploration Stage Company) as of November 30, 2011 and 2010, and the related
statements of operations, stockholders' equity and cash flows for the years
ended November 30, 2011 and 2010 and for the period from November 5, 2007
(inception), to November 30, 2011. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sandfield Ventures, Corp., (An
Exploration Stage Company) as of November 30, 2011 and 2010, and the results of
its operations and cash flows for the years ended November 30, 2011 and 2010 and
the period from November 5, 2007 (inception), to November 30, 2011 in conformity
with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
------------------------------
Seattle, Washington
February 14, 2012
12
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
November 30, November 30,
2011 2010
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 3,597 $ 9,036
Deposits 5,000 --
Pre-paid Rent 4,800 --
-------- --------
TOTAL CURRENT ASSETS 13,397 9,036
-------- --------
TOTAL ASSETS $ 13,397 $ 9,036
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 780 $ --
Note Interest Payable 348 --
Note Payble and Accrued Interest 20,000 --
-------- --------
TOTAL CURRENT LIABILITIES 21,128 --
-------- --------
TOTAL LIABILITIES 21,128 --
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 7,000,000 shares issued and outstanding as of
November 30, 2011 and November 30, 2010 7,000 7,000
Additional paid-in capital 68,000 68,000
Deficit accumulated during exploration stage (82,731) (65,964)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (7,731) 9,036
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 13,397 $ 9,036
======== ========
See Notes to Financial Statements
13
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
November 5, 2007
Twelve Months (inception)
Ended Period Ended through
November 30, November 30, November 30,
2011 2010 2011
---------- ---------- ----------
MINERAL EXPENDITURES $ -- $ -- $ 24,540
PROFESSIONAL FEES 7,500 7,300 29,700
GENERAL & ADMINISTRATIVE EXPENSES 2,919 2,001 13,743
RENT - RELATED PARTY 6,000 5,500 14,400
INTEREST EXPENSE 348 -- 348
---------- ---------- ----------
NET INCOME (LOSS) $ (16,767) $ (14,801) $ (82,731)
========== ========== ==========
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
14
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From November 5, 2007 (Inception) through November 30, 2011
--------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, NOVEMBER 5, 2007 -- $ -- $ -- $ -- $ --
Stock issued for cash on November 5, 2007
@ $0.005 per share 3,000,000 3,000 12,000 15,000
Net loss, November 30, 2007 (690) (690)
---------- ---------- ---------- ---------- ----------
BALANCE, NOVEMBER 30, 2007 3,000,000 $ 3,000 $ 12,000 $ (690) $ 14,310
========== ========== ========== ========== ==========
Stock issued for cash on July 23, 2008
@ $0.015 per share 4,000,000 4,000 56,000 60,000
Net loss, November 30, 2008 (27,885) (27,885)
---------- ---------- ---------- ---------- ----------
BALANCE, NOVEMBER 30, 2008 7,000,000 $ 7,000 $ 68,000 $ (28,575) $ 46,425
========== ========== ========== ========== ==========
Net loss, November 30, 2009 (22,588) (22,588)
---------- ---------- ---------- ---------- ----------
BALANCE, NOVEMBER 30, 2009 7,000,000 $ 7,000 $ 68,000 $ (51,163) $ 23,837
========== ========== ========== ========== ==========
Net loss, November 30, 2010 (14,801) (14,801)
---------- ---------- ---------- ---------- ----------
BALANCE, NOVEMBER 30, 2010 7,000,000 $ 7,000 $ 68,000 $ (65,964) $ 9,036
========== ========== ========== ========== ==========
Net loss, November 30, 2011 (16,767) (16,767)
---------- ---------- ---------- ---------- ----------
BALANCE, NOVEMBER 30, 2011 7,000,000 $ 7,000 $ 68,000 $ (82,731) $ (7,731)
========== ========== ========== ========== ==========
See Notes to Financial Statements
15
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
November 5, 2007
Twelve Months (inception)
Ended Period Ended through
November 30, November 30, November 30,
2011 2010 2011
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(16,767) $(14,801) $(82,731)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposits (5,000) 1,400 (5,000)
Pre-paid Rent (4,800) -- (4,800)
Accounts Payable and Accrued Liabilities 1,128 -- 1,128
Due to a Director -- (500) --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (25,439) (13,901) (91,403)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Note Payble 20,000 -- 20,000
Issuance of common stock -- -- 75,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 20,000 -- 95,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (5,439) (13,901) 3,597
CASH AT BEGINNING OF YEAR 9,036 22,937 --
-------- -------- --------
CASH AT END OF YEAR $ 3,597 $ 9,036 $ 3,597
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
16
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 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.
17
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 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, 2011 and generated a net loss of $82,731. 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 $9,036
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.
18
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 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 November 30, 2011
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 82,731
Tax rate 34%
--------
Gross deferred tax assets 28,129
Valuation allowance (28,129)
--------
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 August 31, 2011, the Company has a net operating loss carryforward of
approximately $82,731. 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.
19
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 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 November 30, 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 November 30, 2011:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 7,000,000 shares
issued and outstanding.
20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A(T). 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 (our
president), 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.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company. Internal control over
financial reporting includes those policies and procedures that: (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only in
accordance with authorizations of its management and directors; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
21
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the Evaluation Date.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of Evaluation Date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
public accounting firm. Due to the nature of this material weakness, there is a
more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
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 for our fiscal year ended November 30,
2011 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
22
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The officer and director of Sandfield Ventures Corp., whose one year term will
expire 12/31/12, or at such a time as his successor(s) shall be elected and
qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
Mark Holcombe 41 President, 11/05/07 12/31/12
Third Floor Secretary,
Olde Towne Marina Treasurer,
Nassau, Bahamas CFO, CEO &
Director
The foregoing person is a promoter of Sandfield Ventures Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Holcombe currently devotes 2-4 hours per week to company matters. He devotes
as much time as the board of directors deems necessary to manage the affairs of
the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
BACKGROUND INFORMATION
MARK HOLCOMBE has been the President, Secretary, Treasurer and a Director of
Sandfield Ventures Corp. since inception.
Since October 1st, 2006, Mr. Holcombe has been the Managing Director and Founder
of Stirling Partners (Cayman) Limited and Stirling Partners (Bahamas) Limited.
He is currently working with a number of developing energy companies in the
fields of solar, wind, bio-diesel, ethanol and LNG alternative fuel sources.
23
From May through September 2006 Mr. Holcombe was engaged in the formation of
Stirling Partners. Prior to Stirling Partners (Bahamas) Limited, Mr. Holcombe
had extensive investment banking experience in all aspects of corporate finance
including analysis and execution of merger and acquisitions, acquisition and
project financing, with specialized experience in metals and mining, industrial
and various natural resource industries. Some of his noteworthy positions
included Head of Corporate Development for GEM Global Equities Management, S.A.
(February 2004 - May 2006), Vice President of Finance and Corporate Development
for Excalibur Pallet Group (February 2002 - January 2004), and Director of
Corporate Development for NBCi (May 2000 - April 2001). He also registered GEM
Global Equities Management, S.A., an investment advisory firm that manages
emerging markets hedge funds, with the Securities and Exchange Commission in
2006 and served as the Company's first Chief Compliance Officer.
Since November 1, 2007, Mr. Holcombe has served on the Board of Directors of
Blacksands Petroleum, Inc., a publicly traded company.
Mr. Holcombe received a B.A. for Colgate University in 1990 and has taken
continuing education classes at Royal School of Mines and Colorado School of
Mines.
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
ITEM 11. EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Mr. Holcombe.
24
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Mark 2011 0 0 0 0 0 0 0 0
Holcombe, 2010 0 0 0 0 0 0 0 0
Director 2009 0 0 0 0 0 0 0 0
There are no current employment agreements between the company and its executive
officer.
On November 5, 2006, a total of 3,000,000 shares of common stock were issued to
Mr. Holcombe in exchange for cash in the amount of $15,000 U.S., or $.005 per
share. The terms of these stock issuances were as fair to the company, in the
opinion of the board of directors, as could have been made with an unaffiliated
third party.
Mr. Holcombe currently devotes approximately 2-4 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ------------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options Options Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable(#) Unexercisable(#) Options(#) Price($) Date Vested(#) Vested($) Vested(#) Vested(#)
---- -------------- ---------------- ---------- ----- ---- --------- --------- --------- ---------
Mark 0 0 0 0 0 0 0 0 0
Holcombe
25
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Mark Holcombe 0 0 0 0 0 0 0
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth information on the ownership of Sandfield
Ventures Corp. voting securities by officers, directors and major shareholders
as well as those who own beneficially more than five percent of our common stock
as of the date of this report:
Name of Beneficial No. of Percentage
Owner (1) Shares of Ownership
--------- ------ ------------
Mark Holcombe 3,000,000 42%
All Officers and
Directors as a Group 3,000,000 42%
----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such term under the Securities Act of 1933,
as amended.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Our director Mr. Holcombe currently provides us with office space at Third
Floor, Olde Towne Marina, Nassau, Bahamas at the rate of $500 per month. The
facilities include answering services, fax services, secretarial services,
reception area and offices. During the year ended November 30, 2011 we paid Mr.
Holcombe a total of $6,000 in rental fees.
On November 5, 2007, a total of 3,000,000 shares of Common Stock were issued to
Mr. Holcombe in exchange for $15,000 US, or $.005 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by the officer and director of the Company.
We currently do not have any independent directors serving on our Board of
Directors.
26
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The total fees charged to the company for audit services were $7,300, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended November 30, 2011.
The total fees charged to the company for audit services were $7,300, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended November 30, 2010.
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit Description
------- -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32 Sec. 906 Certification of CEO/CFO
101 Interactive Data Files pursuant to Rule 405 of Regulation
S-T.**
----------
* Included in our original Registration Statement on Form SB-2 (subsequently
amended utilizing Form S-1) under Commission File Number 333-148710.
** To be filed by amendment
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
February 27, 2012 Sandfield Ventures Corp., Registrant
By: /s/ Mark Holcombe
-----------------------------------------
Mark Holcombe, Director,
President, Principal Executive Officer,
Principal Accounting Officer,
Principal Financial Officer
27