UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
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.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form
10-K for the fiscal year ended November 30, 2011, filed with the Securities and
Exchange Commission on February 28, 2012 (the "Form 10-K"), is solely to furnish
Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and
related notes from the Form 10-K formatted in XBRL (Extensible Business
Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the
Form 10-K continues to speak as of the original filing date of the Form 10-K,
does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original
Form 10-K.
Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit
101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
2
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.
** Previously filed with our Form 10-K, filed with the Commission on
February 28, 2012.
*** Filed herewith.
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.
April 9, 2012 Sandfield Ventures Corp., Registrant
By: /s/ Mark Holcombe
-----------------------------------------
Mark Holcombe, Director,
President, Principal Executive Officer,
Principal Accounting Officer,
Principal Financial Officer
3