10-K 1 body_stanfordform10k.htm STANFORD MANAGEMENT LTD. FORM 10-K body_stanfordform10k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(x)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934

 
    For the fiscal year ended :  August 31, 2008

( )
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
    For the transaction period from_____to______
 
    Commission File number:           333-108218

STANFORD MANAGEMENT LTD.
(Exact name of Company as specified in charter)

Delaware
98-0413066
State or other jurisdiction of incorporation or organization
(I.R.S. Employee I.D. No.)
 
        2431 M. de la Cruz Street
        Pasay City, Philippines                                           
 
    (Address of principal executive offices)
(Zip Code)
 
    Issuer’s telephone number:  011-632-813-1139
 

 
Securities registered pursuant to section 12 (b) of the Act:
 
Title of each share
Name of each exchange on which registered
        None
None

 
Securities registered pursuant to Section 12 (g) of the Act:

              None
 
      (Title of Class)
 

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 a shorter period that Stanford was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

(1)   Yes [X]
No [ ]
(2)
Yes [X]    No [   ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Stanford’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 shell company (as defined in Rule 12b-2 of the Exchange Act)         Yes []   No [ X ]

State issuer’s revenues for its most recent fiscal year:
$           -0-
 
 
 
 
 
-1-

 
 

 
State the aggregate market value of the voting stock held by nonaffiliates of Stanford.  The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specific date within the past 60 days.

As at August 31, 2008, the aggregate market value of the voting stock held by nonaffiliates is undeterminable and is considered to be 0.

(ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)

Not applicable

(APPLICABLE ONLY TO CORPORATE COMPANYS)

As of August 31, 2008, Stanford has 52,170,000 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.


 
 
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TABLE OF CONTENTS
PART 1
                                                       Page

ITEM 1.
DESCRIPTION OF BUSINESS
4
     
ITEM 2.
DESCRIPTION OF PROPERTY
8
     
ITEM 3.
LEGAL PROCEEDINGS
13
     
ITEM 4.
SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS
13
     
PART II
   
     
ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
13
     
ITEM 6.
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
13
     
ITEM 7.
FINANCIAL STATEMENTS
16
     
ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
16
     
ITEM 8A
CONTROLS AND PROCEDURES
17
     
PART III
   
     
ITEM 9.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
 
20
     
ITEM 10.
EXECUTIVE COMPENSATION
23
     
ITEM 11.
SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
25
     
ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
26
     
PART IV
   
     
ITEM 13.
EXHIBITS AND REPORTS ON FORM 8-K
27
     
ITEM 14
PRINCIPAL ACCOUNTANTS FEES AND SERVICES
28
     
 
SIGNATURES
29
     


 
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PART 1

 
ITEM 1.  DESCRIPTION OF BUSINESS

History and Organization

Stanford Management Ltd. was incorporated under the laws of Delaware on September 24, 1998 and has no subsidiaries and no affiliated companies.  Stanford’s executive offices are located at 2431 M. de la Cruz Street, Pasay City, Philippines (Tel: 011-632-813-1139)

Stanford has not been in bankruptcy, receivership, or similar proceedings since its inception.  Nor has it been involved in any material reclassification, merger, consolidation or purchase or sale of any significant assets not in the ordinary course of business. Stanford intends to furnish annual reports to stockholders containing audited financial statements, quarterly reports and such other periodic reports as it may determine to be appropriate.

Stanford has ownership interest in the mineral rights on the claim called the San Carlos Gold Claim (“San Carlos”) in the Philippines but no longer has an interest in the SF claims.  During the next several years, Stanford will explore the San Carlos   The SF claims were allowed to lapse and Stanford does not have any interest in the minerals attached to the SF claim.  Stanford is considered a “pre-exploration stage company” since there is no assurance that a commercially viable mineral deposit, a reserve, exists on the San Carlos until appropriate exploration work is done and a comprehensive study based upon such work has concluded legal and economic feasibility.

A reserve is part of a mineral deposit which can be economically and legally extracted or produced at the time of the reserve determination.

Stanford acquired on February 2, 2008 a 100% interest in the mineral rights to the San Carlos, which will be explored for gold and silver.  Stanford acquired these rights to the San Carlos through the purchase from Ramos Ventures Inc., an unrelated Philippine company, for the price of $5,000.  The rights to the minerals will remain with Stanford so long as they do not abandon the San Carlos.   There is no annual assessment work required on the San Carlos.

Stanford has no revenues to date from the exploration of the San Carlos, and its ability to effect its plans for the future will depend on the availability of financing.  Such financing will be required to explore the San Carlos to a stage where a decision can be made by management as to whether an ore reserve exists and can be successfully brought into production.  Stanford plans to obtain such funds from its directors and officers, financial institutions or by way of the sale of its capital stock in the future, but there can be no assurance that Stanford will be successful in obtaining additional capital for exploration activities from the sale of its capital stock or in otherwise raising substantial capital.

 Currently, Stanford has two directors, Jancy Gregario and Reynan Ballan.

Stanford did not have sufficient capital in 2000 and 2001 to pay the annual costs to the State of Delaware and therefore on May 16, 2002 Stanford filed a Certificate of Renewal and the Revival of the Certificate of Incorporation to ensure it was in good standing in the State of Delaware.

On October 13, 2006, Stanford‘s registration statement became effective and therefore Stanford is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Q on a periodic basis.
 
 
 
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The shareholders may read and copy any material filed by Stanford with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC, 20549.  The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which Stanford has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.  Stanford has no website at this time.

Planned Business

The following discussion should be read in conjunction with the information contained in the financial statements of Stanford and the notes, which form an integral part of the financial statements, which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Stanford presently has minimal day-to-day operations; consisting of preparing the reports filed with the SEC as required.

 
Risk Factors

Our shareholders and any future investors must be aware of the following risk factors prior to investing in Stanford’s common stock.   It must be emphasized that Stanford, if any of these risks become fact, may have to cease operations and our shareholders and any future investors could lose part or all of their investment.

RISKS ASSOCIATED WITH OUR COMMON STOCK

1.
The Company’s share price will be subject to the Penny Stock Rule which will result in any broker-dealer involved in the Company’s shares having increased administrative responsibilities which will have a negative effect on both the Company’s ability to raise funds and an investor’s ability to purchase or sell his shares.

 
The Company’s common stock is considered to be a “penny stock” because it meets one or more of the definitions in SEC Rule 3a51-1:

(i)
 
it has a price of less than five dollars per share;
     
(ii)
 
it is not traded on a recognized national exchange;
     
(iii)
 
it is not quoted on a National Association of Securities Dealers, Inc. (“NASD”) automated quotation system (NASDAQ), or even if so, has
a price less than five dollars per share; or
     
(iv)
 
is  issued by a company with net tangible assets of less that $2,000,000, if in business more than three years continuously, or
$5,000,000, if the business is less than three years continuously, or with average revenues of less than $6,000,000 for the past three years.

 
A broker-dealer will have to undertake certain administrative functions required when dealing in a penny stock transaction.   Disclosure forms detailing the level of risk in acquiring The Company’s shares will have to be sent to an interested investor, current bid and offer quotations will have to be provided with an indication as to what compensation the broker-dealer and the salesperson will be receiving from this transaction and a monthly statement showing the closing month price of the shares being held by the investor.   In addition, the broker-dealer will have to receive from the investor a written agreement consenting to the transaction.  This additional administrative work might make the broker-dealer reluctant to participate in the purchase and sale of the Company’s shares.
 
 
 
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From the Company’s point of view, being subject to the Penny Stock Rule could make it extremely difficult for it to attract new investors for future capital requirements since many financial institutions are restricted under their by-laws from investing in shares under a certain dollar amount.   Ordinary investors might not be willing to subscribe to shares in the capital stock of the Company due to the uncertainty as to whether the share price will ever be able to be high enough that the Penny Stock Rule is no longer a concern.

RISKS ASSOCIATED WITH THE COMPANY

1.
The Company has a limited operating history in which new investors can value the performance of the Company, its management and its future expectations.

The Company commenced its operations in 1998 but only became involved in the mineral exploration industry in January 2001.  With no past operating history, any meaningful evaluation of the Company is difficult.  Having been mainly inactive since its inception, the Company is basically a start-up company and therefore there is no history available which will allow a new investor to assess its business plan, its management and its future operations.  Without these three factors, a new investor cannot make a meaningful decision as to whether or not the purchase of shares in the Company is a wise investment.

2.
The Company has a lack of working capital which, unless obtained on acceptable terms in the future, will inhibit its future growth strategy.

The only present source of working capital available to the Company is through the sale of common shares, incurring debt or other borrowing.  At present, the Company does not have adequate funds to conduct operations and financing may not be available when needed.  Even if the financing is available, it may be on terms the Company deems unacceptable or are materially adverse to shareholders’ interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms.  The Company’s inability to obtain financing would have a materially adverse effect on its ability to implement its growth strategy, and as a result, could require it to cease its operations.  An investor may be investing in a company that does not have adequate funds to conduct its operations and, if so, an investor might lose all of his investment.

3.
The Company has incurred losses since its inception and therefore has an accumulated deficit which might inhibit the raising of additional capital.

 
Since inception, the Company has incurred losses and has an accumulative deficit of $305,689 as at August 31, 2008.  The Company has never generated any revenue from its business activities and has no prospect of generating any such revenue in the foreseeable future.   Those factors are expected to negatively affect the Company’s ability to raise funds from the public since there is no certainty the Company will ever be able to make a profit.
 
 
 
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4.
The auditors have examined the financial statements based on the Company being a going concern but have substantial doubt that it will be able to continue as a going concern.

 
The Company’s auditors, Dale Matheson Carr-Hilton Labonte LLP in the audited financial statements attached to its 10-K for the year ended August 31, 2008, has stated in their audit report the following:

“The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.   As discussed in Note 1 to the financial statements, to date the Company has not generated revenues since inception, has incurred losses in developing its butsiness, and further losses are anticipated.  These factors raise substantial doubt the Company’s ability to continue as a going concern.  Management plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

 
The auditors are concerned that the Company, without any established source of revenue and being dependent on its ability to raise capital from its shareholders or other sources might not be able to sustain operations.  If this is the case, the Company, without adequate future funding, might not be able to continue as a going concern.  This might result in the total loss of the investor’s investment.

5.
Absence of cash dividends may affect a shareholder’s return on investment.

The Board of Directors does not anticipate paying cash dividends on the outstanding shares, both now and in the future, and intends to retain any future earnings to finance its exploration activities on the mineral claim to be obtained in the near future.  Payment of dividends, if any, will depend, among other factors, on earnings, capital requirements and the general operating and financial condition of the Company, and will be subject to legal limitations on the payment of dividends out of paid-in capital.  An investor should be aware that a dividend, either in cash or shares, may never be paid by the Company and, therefore, the shares of the Company should not be purchased by an investor as an income producing security.

6.
There is an absence of recent exploration activities on the San Carlos other than the preparation of a geological report containing an initial exploration program.

 
Since its purchase on February 2, 2008, there has been no significant exploration activity on the San Carlos, except for several properties being drilled by junior mineral exploration companies west of the claim.   The Company does not have sufficient funds to under take the exploration program recommended by Jeffrey Manalastas, Professional Geologist.

7.
No matter how much money is spent on exploring the San Carlos there may never be an ore reserve found.

No matter how much the Company spends on exploration activities it may never discover a commercially viable quantity of ore on the San Carlos.  Most exploration activities do not result in the discovery of commercially mineable deposits of ore.  In fact, it is extremely remote that a mineral property will become a producing mine.



 
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ITEM 2. DESCRIPTION OF PROPERTY
 
 

1.           SAN CARLOS GOLD CLAIM

Stanford purchased a 100% interest in San Carlos. The property consists of one – 6 unit claim block containing 92.7 hectares which have been staked and recorded with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Philippines.

San Carlos, located about 30 km Northwest of the city of San Carlos, (closest city) lies 30 km Northwest of San Carlos and 40 km Northeast of Dagupan, is a gold exploration project, located 35 km East of the past producing Villanueva Gold Mine. The claims are accessible by all-weather government-maintained roads to the town of San Carlos (to the Southeast) and to Dagupan to the North East. Year-round deep sea port facilities at Iba and the skilled population base found between San Carlos and Dagupan is readily available.

The past producing mines yielded 27 million ounces of gold during the years 1919 and 1998.
The district is immensely rich in mineral resources. The high elevation forest of the district have concentrations of heavy minerals like Ilmenite, Rutile, Monosite and Zircon which offer scope of exploitation for industrial purpose.

A recommended two phased mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying will enhance the targets for diamond drilling. This exploration program to fully evaluate the prospects of the San Carlos, at a cost of Php 1,756,211 is fully warranted to be undertaken.

Previous exploration work to investigate the mineral potential of the property has outlined some favourable areas for continued exploration and development.

2.           PROPERTY DESCRIPTION AND LOCATION

San Carlos project consists of 1 unpatented mineral claim, located 30 kilometers Northwest of the city of San Carlos  at UTM co-ordinates Latitude 10°30’00”N and Longitude 123°29’00”E. The mineral claim was assigned to Stanford by Ramos Ventures Ltd and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of the Philippines.

There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances.  As advanced exploration proceeds there may be bonding requirements for reclamation.

3.           ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE ANDTOPOGRAPHY
 
San Carlos is accessible from San Carlos by traveling on the country’s only highway system which for the most part consists of one lane in each direction and by taking an all weather gravel road. San Carlos lies in a non-active seismic area, which means that it is free from major earthquakes. The city was formed in the so-called Carbon period, some 350 million years ago. During this period, large shallow marshes were formed with abundant vegetation. The rotting plants and trees in these marshes turned into peat and later into coal.  The town still has large coal reserves, the basis for the city’s coal mining industry of today.
 
 
 
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The Philippines is situated between 5 and 22 degrees North latitude.  This means the country falls within the so-called tropical climate zone, a zone characterized by high temperatures the whole year round, relatively high rainfall and lush vegetation. Rainfall on the city can occur in every month, but the wettest months are October, November and December.  Annual rainfall is approximately 1.5 meters.  Due to the steep, deforested, mountains on average 60 percent of the rainwater runs off fast to the sea.  The remaining 40 percent partly evaporates partly seeps through to the island’s underground water aquifier.

San Carlos has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in San Carlos.

4.           HISTORY
 
Deposits of shell and eroded sand formed the basis for the limestone, which makes up most of Philippines. This limestone was, over the ages, pushed upwards, making it possible to find today sea fossils high in the country’s mountains. This pushing up continues today. It is caused by the fact that the Philippine Plate, on which most of the country lies, is slowly diving under the Eurasian Plate of the mainland of Asia.
 
Philippines are characterized by steep mountains without any substantial forest cover. Highest peaks reach over 1,000 meters. The island is 300 km long and 35 km wide. High, steep mountains, short distances and lack of forest cover mean that rainwater runs fast to the sea, causing substantial erosion.
 
The island has vast copper, gold and coal reserves which are mined mainly in the central part.
 
Numerous showings of  mineralization have been discovered in the area and six prospects have achieved significant production, with the nearby Villanueva Gold Mine (35 kilometers away) producing 165,000 ounces of  Gold annually.

During the 1990’s several properties west of San Carlos were drilled by junior mineral exploration companies.

Stanford is preparing to conduct preliminary exploration work on the property.

5.           GEOLOGICAL SETTING
 
Regional Geology of the Area
 
The hilly terrains and the middle level plain contain crystalline hard rocks such as charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic veins and basic intrusives such as dolerites and anorthosites.  Coastal zones contain sedimentary limestones, clay, laterites, heavy mineral sands and silica sands. The hill ranges are  sporadically capped with laterites and bauxites of residual nature.  Gypsum and phosphatic nodules occur as sedimentary veins in rocks of the cretaceous age.  Gypsum of secondary replacement occurs in some of the areas adjoining the foot hills of the Western Ghats.  Lignite occurs as sedimentary beds of tertiary age.  The Black Granite and other hard rocks are amenable for high polish. These granites occur in most of the districts except the coastal area.
 
 
 
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Stratigraphy
 
The principal bedded rocks for the area of San Carlos Gold Claim (and for most of the Philippines for that matter) are Precambrian rocks which are exposed along a wide axial zone of a broad complex.

Gold at the Villanueva Gold Mine (which, as stated above, is in close proximity to the San Carlos) is generally concentrated within extrusive volcanic rocks in the walls of large volcanic caldera.

Intrusive
 
In general the volcanoes culminate with effluents of hydrothermal solutions that carry precious metals in the form of naked elements, oxides or sulphides.
 
These hydrothermal solutions intrude into the older rocks as quartz veins. These rocks may be broken due to mechanical and chemical weathering into sand size particles and carried by streams and channels. Gold occurs also in these sands as placers.
 
Recent exploration result for gold occurrence in San Carlos, Kalinga is highly encouraging. Gold belt in sheared gneissic rocks is found in three subparallel auriferous load zones where some blocks having 220 to 450 meter length and 1.5 to 2 metre width could be identified as most promising ones.
 
Structure
 
DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.
 
HOST/ASSOCIATED ROCK TYPES: Hosted by paragneisses, quartzites, clinopyroxenites, wollastonite-rich rocks, pegmatites. Other associated rocks are charnockites, granitic and intermediate intrusive rocks, quartz-mica schists, granulites, aplites, marbles, amphibolites, magnetite-graphite iron formations and anorthosites.
 
TECTONIC SETTING(S): Katazone (relatively deep, high-grade metamorphic environments associated with igneous activity; conditions that are common in the shield areas).
 
DEPOSITIONAL ENVIRONMENT / GEOLOGICAL SETTING: Veins form in high-grade, dynamothermal metamorphic environment where metasedimentary belts are invaded by igneous rocks.
 
6.           DEPOSIT TYPES
 
Deposits are from a few millimeters to over a metre thick in places. Individual veins display a variety of forms, including saddle-, pod- or lens-shaped, tabular or irregular bodies; frequently forming anastomosing or stockwork patterns

Mineralization is located within a large fractured block created where prominent northwest-striking shears intersect the norths triking caldera fault zone. The major lodes cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in three main structural settings:

 (i)            steeply dipping northweststriking shears;
(ii)            flatdipping (1040) fractures (flatmakes); and
(iii)           shatter blocks between shears.

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.
 
 
 
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7.           MINERALIZATION
 
No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.
 
8.           EXPLORATION
 
Previous exploration work has not to the author’s knowledge included any attempt to drill the structure on San Carlos. Records indicate that no detailed exploration has been completed on the property.

Property Geology
 
To the east of the property is intrusives consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by sediments and volcanics. The intrusives also consist of a large mass of granodiorite towards the western most point of the property.

The area consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, ­pyrrhotite.

9.           DRILLING SUMMARY
 
No drilling is reported on the San Carlos.

10.           SAMPLING METHOD; SAMPLE PREPARATION; DATA VERIFICATION
 
All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices. No opinion as to the quality of the samples taken can be presented.
No other procedures of quality control were employed and no opinion on their lack is expressed.

11.           ADJACENT PROPERTIES
 
The adjacent properties are cited as examples of the type of deposit that has been discovered in the area and are not major facets to this report.

12.           INTERPRETATIONS AND CONCLUSIONS
 
The area is well known for numerous productive mineral occurrences including the Villanueva Gold Claim.

The locale of the San Carlos is underlain by the units of the Precambrian rocks  that are found at those mineral occurrence sites.

These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area.

Potential mineralization to be found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property.

Potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.
 
 
 
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13.           RECOMMENDATIONS
 
A two phased exploration program to further delineate the mineralized system currently recognized on San Carlos is recommended.

The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be thoroughly evaluated with the most up to date exploration techniques.

Budget

The proposed budget for the recommended work in Php 1,756,211 (US $38,227) is as follows:

Phase I
   
 
Philippine Paso
U. S. Dollar
     
1.    Geological Mapping
321,420
6,996
     
2.    Geophysical Surveying
279,500
6,084
     
     TOTAL PHASE I
600,920
13,080
     
Phase II
   
     
1.    Geochemical surveying and surface sampling (includes sample collection and assaying)
1,155,291
25,147
     
     TOTAL EXPLORATION
1,756,211
38,227

The Company’s Main Product

Stanford’s primary product will be the sale of minerals, both precious and commercial.  No minerals have been found to exist on the San Carlos and therefore the possibilities of obtaining a cash flow from the sale of minerals in the future might be remote.

Stanford’s Exploration Facilities

No decision has been made as to what type, if any, explorations facilities will be constructed on the San Carlos.

Investment Policies

The Company does not have an investment policy at this time.  Any excess funds it has on hand will be deposited in interest bearing notes such as term deposits or short term money instruments. There are no restrictions on what the director is able to invest or additional funds held by the Company.   Presently the Company does not have any excess funds to invest.


 
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ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings to which Stanford is a party or to which its property is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.
 
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters have been submitted for securities holders’ approval since March 9, 2007 – the date of the last annual general meeting of stockholders.

 
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On August 27, 2007, FINRA (Financial Industry Regulatory Authority) pursuant to NASD Rule 6640 and Rule 15c-2-11 under the Securities Exchange Act of 1934 cleared Stanford’s request for an unpriced quotation on the OTC Bulletin Board and Pink Sheets.

Since its inception, Stanford has not paid any dividends on its common stock, and Stanford does not anticipate that it will pay dividends in the foreseeable future.  As at August 31, 2008 Stanford had 52 shareholders; one of these shareholders is an officer and director of Stanford.

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of Stanford.  The number of shares presently subject to Rule 144 is 8,000,000 shares.  The share certificate has the appropriate legend affixed thereto.  Presently, under Rule 144, the number of shares which could be sold, if an application is made, is 521,700 shares.  The 8,000,000 shares, mentioned above, are the only shares issued by Stanford which are restricted.  There are no shares being offered pursuant to an employee benefit plan or dividend reinvestment plan.  In addition, there are no outstanding options or warrants to purchase common shares or shares convertible into common shares of Stanford.

Equity Compensation Plans

There are no securities authorized for issuance under equity compensation plans or individual compensation arrangements.


ITEM 6.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

The Company was incorporated on September 24, 1998 under the laws of the State of Delaware.  The Company's Amended Articles of Incorporation currently provide that the Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share.  As at August 31, 2008 there were a total of 52,170,000 common shares issued and outstanding.
 
 
 
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LIQUIDITY AND CAPITAL RESOURCES

As at August 31, 2008, the Company had $1,946 in cash, $5,000 in mineral property for purchase of the San Carlos in the Philippines and liabilities of $131,185.  The liabilities of $124,561 owed to general creditors are as follows: auditors - $5,000, internal accountant - $39,213, former directors and officers - $74,914 and office – $5,434.  The amount owed to related parties of $6,624 is non-interest bearing and has no fixed terms of repayment.

During the year, the Company has incurred the following expenses:

Expenditure
 
Amount
     
Accounting and audit
i
         $     24,850
Bank charges and interest
ii
                   277
Edgarizing
iii
1,200
Exploration and filing fees
iv
                5,320
Filing fees and franchise taxes
v
                   466
Legal
vi
4,146
Management fees
vii
                6,000
Office
viii
                2,184
Rent
ix
                4,200
Telephone
x
                   2,400
Transfer agent's fees and interest
xi
                4,195
          Total expenses
 
        $    55,238

 
i.
The Company has paid its auditors, Dale Matheson Carr-Hilton LaBonte LLP, $14,350 and an accrual of $5,000 for the August 31, 2008 audit.  The Company accrued $1,250 each for the November 2007, February and May 31, 2008 for preparation of working papers for filing with the various Form 10-Qs and $1,750 for the year end working papers.

 
ii.
During the year Stanford incurred $138 in bank charges and $139 in foreign exchange loss.

 
iii.
Represents the cost to edgarize certain documents required for filing with the SEC.

 
iv.
Stanford engaged the services of WGT Gas (NWT), an unrelated company, to explore the SF claims.   No results were found and the SF was abandoned.  In addition to the exploration expenses Stanford purchased the San Carlos in the Philippines for $5,000.

 
v
The Company paid $230 to obtain a new CUSIP after the 20 to 1 forward split of its common shares and paid $229 to maintain the Company in good standing in the State of Delaware.

 
 vi.
The Company incurred legal fees of $3,000 for the forward split of its shares and another $1,146 for the notarization of certain corporate documents.

 
vii.
The Company does not compensate its directors for the service they perform for the Company since, at the present time, it does not have adequate funds to do so.  Nevertheless, management realizes that it should give recognition to the services performed by the directors and officers and therefore has accrued $500 per month.  This amount has been expensed in the current period with the offsetting credit being allocated to "Additional Paid In Capital" on the balance sheet.  The Company will not, in the future, be responsible for paying either cash or shares in settling this accrual.
 
 
 
 
-14-

 
 

 
 
viii.
Office expenses of $2,184 comprised certain administrative services performed on behalf to the Company for $1,000 and the balance of $1,184 was for courier, faxing, photocopying and office supplies during the year.

 
xi.
The Company does not incur any rental expense since it uses the office of its President.  Similar to management fees, rent expense should be reflected as an operating expense.  Therefore, the Company has accrued $350 per month as an expense with an offsetting credit to "Additional Paid In Capital".

 
x.
The Company does not have its own telephone number but uses the telephone number of its President.  Similar to management fees and rent, the Company accrues an amount of $200 per month to represent the charges for telephone with an offsetting entry to " Additional Paid In Capital ".

 
xi.
During the year, the Company terminated its involvement with Nevada Agency & Trust Company and paid them $1,340 for acting as transfer agent subsequent to the forward split and as a termination fee.   The Company now uses as its transfer agent, Holladay Stock Transfer and has paid them $2,855 during the current year.

The Company estimates the following expenses will be required during the next twelve months to meet its obligations:

 
Expenditures
 
Requirements For
Twelve Months
Current Accounts
Payable
Required Funds for
Twelve Months
         
Accounting and audit
1
    $   19,500
$  44,212
 $     63,712
Bank charges
2
  150
             -
150
Edgar filing fees
3
1,200
-
1,200
Filing fees and franchise taxes
4
            375
             -
         375
Office
5
         1,000
      5,435
       6,435
Repayment to former Directors
6
-
74,914
74,914
Transfer agent's fees
7
         1,200
                 -
       1,200
       Estimated expenses
 
   $  23,425
$ 124,561
$   147,986

No recognition has been given to management fees, rent or telephone since, at the present time, these expenses are not cash oriented.

      1.                          Accounting and auditing expense has been projected as follows:

Filings
Accountant
Auditors
Total
       
Form 10Q - Nov. 30, 2007
      $        1,250
   $           3,000
  $        4,250
Form 10Q – Feb 28, 2008
                 1,250
                3,000
             4,250
Form 10Q - May 31, 2008
                 1,250
                3,000
             4,250
Form 10K - Aug 31, 2008
              1,750
             5,000
             6,750
       
 
     $      5,500
  $         14,000
  $       19,500

     2.
Bank charges have been estimate at the amount accrued since account opened during the year and projected for twelve months.
 
 
 
 
-15-

 
 

 
 
     3.        Edgar filing fees comprise the cost of filing the various Forms 10-K and 10-Q on Edgar.  It is estimated the cost for each of the Form 10-Qs will be $250 and the cost of filing the 10-K will be $450.

 
     4.        Filing fees to The Company Corporation as a registered agent in the State of Delaware is estimated at $215 per year.  Franchise taxes paid to the State of Delaware are $160.

     5.
Certain advances and expenses incurred by the former directors and officers in the past years has been reclassified to accounts payable from due to directors.   None of these advances and expense payments on behalf of the Company bears interest and are on a demand basis.

 
      6.      Relates to photocopying and faxing and miscellaneous directors’ expenses based on prior year’s actual charges giving consideration to some of the expenses not being of a recurring nature.

 
      7.      Estimated amount due to transfer agent during the forthcoming year.

Stanford will have to raise sufficient funds to settle the balance of the outstanding liabilities if it wishes to continue to operate in the future.

Stanford does not expect to purchase or sell any plant or significant equipment during the next year.

Stanford does not expect any significant changes in the number of employees.
 
ITEM 7.  FINANCIAL STATEMENTS

The financial statements of Stanford are included following the signature page to this Form 10-K.
 
ITEM 8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
During the fiscal year ended August 31, 2008 and through the subsequent period to, to the best of Stanford’s knowledge, there have been no disagreements with Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Dale Matheson Carr-Hilton LaBonte LLP would have caused them to make a reference in connection with its report on the financial statements for the year.

 
 
-16-

 


ITEM 8A – CONTROLS AND PROCEDURES
 
(a)           Evaluation of Disclosure Controls and Procedures

The Company has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:
 
Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.
 
These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
 
Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."
 
Internal controls are mechanisms that are there to help the Company manage risks to success.
 
Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).
 
In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of August 31, 2008, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Management concluded, during the fiscal year ended August 31, 2008, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules.   Refer to comments below.  Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.
 
In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

●              The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.
 
 
 
-17-

 
 

 
●              The Company has limited segregation of duties which is not consistent with good internal control procedures.

●              The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future.  This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

●              There is no effective controls instituted over financial disclosure and the reporting processes.

Management feels the weaknesses identified above, being the latter three, have not had any affect on the financial results of the Company.    Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so.   By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee.   With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management.  By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
 
Item 8(b)                                Changes in Internal Controls
 
There were no material changes in the Company’s internal controls or in other factors that could materially affect the Company’s disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.


 
-18-

 

 
PART 111


ITEM  9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
 
The following table sets forth as of August 31, 2008, the name, age, and position of each of its executive officers and directors and the term of office of each director of Stanford.

Name
Age
Position Held
Term as Director Since
       
 Jancy Boy Gregorio
29
      President, CEO and Director
2007
       
 Reynan Ballan
30
CFO, CAO, Secretary Treasurer and Director
2007

The directors of Stanford serve for a term of one year and until their successors are elected at Stanford’s Annual Shareholders’ Meeting and are qualified, subject to removal by Stanford’s shareholders.   Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.

Audit Committee

The Audit Committee of Stanford currently consists of Jancy Gregorio and Reynan Ballan.   The Audit Committee has received and discussed the audited financial statements.  Jancy Gregorio, on behalf of the Audit Committee, has discussed with the independent auditors the matters required to be discussed by SAS 61 and has received the written disclosures and the letters from the independent accountants required by Independence Standards Board Standard No. 1.  Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in this prospectus.

The overall general function of the audit committee is to review the overall audit plan and Stanford’s system of internal control, to review the results of the external audit, and to resolve any potential dispute with Stanford’s auditors.  The percentage of common shares beneficially owned, directly or indirectly, or over even which control or direction is exercised by all directors and officers of Stanford, collectively, is approximately 15 percent of the total issued and outstanding shares.  The directors will be appointing 2 independent members of the Audit Committee; each one being a non-director and non-officer of Stanford.  These individuals have not yet been identified.

The following are biographies of the directors and officers of Stanford.

Jancy Gregorio attained a Bachelor of Science degree in Geology in 1999 from the University of the Far East in Manila, Philippines after attending four years of university.   Presently he is active in carrying out tests on mining sites in the Philippines. 

Reynan Ballan is a professional geologist who obtained his Bachelor of Science degree in 2000 from Ateneo University in Manila, Philippines.  He is presently employed in conducting geological surveys of mineral properties in the Philippines. 

Jancy Gregorio and Reynan Ballan do not hold a directorship position on any other reporting companies.
 
 
 
-19-

 
 

 
Family Relationships

There are no family relationships among directors, executive officers, or persons nominated or chosen by Stanford to become directors or executive officers.

Significant Employees, Full and Part time and Hours Worked

Other than the two directors of Stanford, Jancy Gregorio and Reynan Ballan, Stanford has no other employees.  If neither of our two directors is not available during the exploration of the San Carlos Stanford will have to consider hiring consultants to oversee the exploration activities.  The consultants would only be hired for the duration of the exploration program and once it has been completed they will no longer be engaged in any activities of Stanford.   Stanford does not wish, at the present time due to lack of capital, to retain employees during periods when the San Carlos is not being explored.

Jancy Gregorio and Reynan Ballan do not work full time for Stanford.  They may each spend up to 5 hours a month on administrative work for Stanford.  During the exploration program, it is anticipated either one of them, being professional geologists, will spend approximately 20 hours a week on supervising the program.

Involvement in Certain Legal Proceedings

To the knowledge of management, during the past five years, no present or former director, executive officer or person nominated to become a director or an executive officer of Stanford:

(1)
filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filings;

(2)
was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)
was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

 
(i)
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)           engaging in any type of business practice; or

 
(iii)
engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4)
was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;
 
 
 
-20-

 
 
 

 
(5)
was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

(6)  
was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 
Compliance with Section 16 (a) of the Exchange Act

Stanford knows of no director, officer, beneficial owner of more than ten percent of any class of equity securities of Stanford registered pursuant to Section 12 (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a).  Other than those disclosed below, Stanford knows of no Reporting Person that failed to file the required reports during the most recent fiscal year.

The following table sets forth as at August 31, 2008, the name and position of each Reporting Person that filed any reports required pursuant to Section 16 (a) during the most recent fiscal year.

Name
Position
Form
Date Report Filed
       
Glen Macdonald
Former Chief Executive Officer, President and Director
4
December 11, 2007
       
Vera McCullough
Former Secretary Treasurer and Director
4
December 11, 2007
       

Both the new directors contemplating filing Form 3’s.
 
ITEM 10.  EXECUTIVE COMPENSATION
 
Cash Compensation

There was no cash compensation paid to any director or executive officer of Stanford during the fiscal year ended August 31, 2008.

The following table sets forth compensation paid or accrued by Stanford during the fiscal years ended August 31, 2004 to 2008 to Stanford’s President and CEO, CFO, CAO, Directors and Secretary Treasurer.
 
 
 
-21-

 
 
 
 
Summary Compensation Table (2004-2008)
 
                                     Long Term Compensation (US Dollars)
                                                     Annual Compensation                                                                            Awards                                              Payouts
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
 
               
 
 
Name and  Principal position
 
 
Year
 
 
Salary
 
 
Bonus ($)
 
Other
annual Comp. ($)
 
Restricted stock
awards ($)
Securities underlying
Options/ SARs (#)
 
LTIP
payouts ($)
 
All other
compensation ($)
                 
Glen Macdonald
Former Chief Executive
Officer, President
and Director
2004
2005
2006
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
Vera McCullough
 Former Secretary Treasurer,
Chief Financial
Officer and Director
2004
2005
2006
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
William Nielsen
 Former Chief Accounting Officer  and Director
2004
2005
2006
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
Jancy Gregorio
President, Chief
Executive Officer
and Director
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
                 
Reynan Ballan
Secretary Treasurer, Chief Financial Officer
and Director
2007
2008
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
 
There has been no compensation given to either of the Directors or Officers during the periods ended August 31, 2004 to 2008.  There are no stock options outstanding as at August 31, 2008, but it is contemplated that the Company may issue stock options in the future to officers, directors, advisers and future employees.

Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None
 
 
 
-22-

 
 

 
Pension Table

None

Other Compensation

The president has not received any compensation for the time he has devoted to Stanford.  Nevertheless, Stanford does give recognition to the time spent by accruing as an expense each month a charge of $500 per month as management fees with an offsetting credit to “Additional Paid in Capital”.   The amount so accrued will not be paid in either cash or shares to the director in the future.

Compensation of Directors

None

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from Stanford, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Stanford or its subsidiaries, or any change in control of Stanford, or a change in the person’s responsibilities following a change in control of Stanford.
 

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


SECURITY OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial ownership of shares of Stanford’s common stock as of August 31, 2008 (52,170,000 shares issued and outstanding) by all directors, executive officers and beneficial owners of more than five (5%) of our shares.

 
Title or
Class
 
Name and Address of
Beneficial Owner (1)
Amount of
Beneficial Ownership (2)
 
Percent of
Class
       
Common
Stock
Jancy Gregorio
2432 M. de la Cruz Street
Pasay City, Metro Manila, Philippines
8,000,000 (3)
15
       
Common
Stock
Reynan Ballan
2429 M. de la Cruz Street
Pasay City, Metro Manila, Philippines
0
-
       
Common Stock
Ownership of all Directors and Officers as a group
8,000,000
15

 
 
 
-23-

 
 

 
(1)
 
Jancy Gregorio has sole voting power and sole dispositive power as to all the shares shown as beneficially owned by him.
     
(2)
 
Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights and conversion privileges pursuant to which such shares may be required in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owed by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons.   None of the directors of Stanford have any options, warrants, rights or conversion privileges outstanding.
     
(3)
 
The shares held by Jancy Gregorio are restricted since they were issued to a director in compliance with an exemption from registration by Section 4(2) of the Securities Act of 1933, as amended.   After these shares have been held for one year, Jancy Gregorio could sell a percentage of his shares based on one percent of the issued and outstanding shares of Stanford.  In other words, Gregorio’s shares can be sold after the expiration of one year in compliance with the provisions of Rule 144.   The share certificate bears a ‘stop transfer’ legend on it.   As at August 31, 2008, the number of shares which could presently be sold pursuant to Rule 144 is 521,700 shares.
 

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of Stanford and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which Stanford was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by Stanford to own of record or beneficially more than 5% of any class of Stanford’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since the beginning of Stanford’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which Stanford was or is to be a part, in which the amount involved exceeded $60,000 and in which any director or executive officer, or any security holder who is known to Stanford to own of record or beneficially more than 5% of the common shares of Stanford’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Transactions with Promoters

Stanford does not have promoters and has no transactions with any promoters.


 
-24-

 

 
PART IV
 
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 
(a)  (1)  Financial Statements.
 
   
The following financial statements are included in this report:
 
   
Title of Document
Page
   
Report of Dale Matheson Carr-Hilton LaBonte LLP, Chartered Accountants
30
   
Balance Sheet as of August 31, 2008 and 2007
31
   
Statement of Operations for the year ended August 31, 2008 and 2007 and for the period from September 24, 1998 (Date of Inception) to August 31, 2008
32
   
Statement of Cash Flows for the year ended August 31, 2008 and 2007 and for the period from September 24, 1998 (Date of Inception) to August 31, 2008
33
   
Statement of Changes in Stockholders’ Equity for the period from September 24, 1998 (Date of Inception) to August 31, 2008
34
   
Notes to Financial Statements
35


(a)  (2)  Financial Statement Schedules
 
The following financial statement schedules are included as part of this report by reference:
 
None.
 
(a)  (3)  Exhibits
 
The following exhibits are included as part of this report by reference:
 
1.     Certificate of Incorporation , Articles of Incorporation and By-laws
 
1.1 Certificate of Incorporation  (incorporated by reference from Stanford’s Registration Statement on Form SB-2 filed on August 26, 2003)
 
1.2 Articles of Incorporation  (incorporated by reference from Stanford’s Registration Statement on Form SB-2 filed on August 26, 2003)
 
1.3 By-laws (incorporated by reference from Stanford’s Registration Statement on Form SB-2 filed on August 26, 2003)
 
99.1 Certificate Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief Executive           Officer)
 


 
-25-

 

99.2 Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
99.3 Certificate Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)
 
99.4 Certificate of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)           Audit Fees

The aggregate fees billed by the independent accountants for the last two fiscal years for professional services for the audit of Stanford’s annual financial statements and the review included in Stanford’s Form 10-K and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $32,780.

(2)           Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Stanford’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3)           Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was NIL.

(4)           All Other Fees

During the last two fiscal years there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5)           Audit Committee’s Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with Stanford to make any pre-approval policies meaningful.  Once Stanford has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.


 
-26-

 

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

STANFORD MANAGEMENT LIMITED
(Registrant)

By:    JANCY BOY GREGORIO
Jancy Boy Gregorio
Chief Executive Officer,                                                                                                                     
President and Director

Date: November 27, 2008

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in capacities and on the dates indicated.

By:  JANCY BOY GREGORIO
Jancy Boy Gregorio
Chief Executive Officer,
President and Director

By:  REYNAN BALLAN
Reynan Ballan
Chief financial Officer, Secretary
Treasurer and Director


 
-27-

 

Letterhead
 
To the Stockholders and Board of Directors of Stanford Management Ltd. (an exploration stage company),

We have audited the accompanying balance sheets of Stanford Management Ltd. (the “Company”) (an exploration stage company) as of August 31, 2008 and 2007 and the related statements of operations, stockholders’ equity (deficiency) and cash flows for the years then ended and the cumulative period from September 24, 1998 (inception) through August 31, 2008. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits. The Company’s financial statements for the period from September 24, 1998 (inception) to August 31, 2003 were audited by other auditors whose report dated November 21, 2003 included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The financial statements for the period from September 24, 1998 (inception) to August 31, 2003 reflect a total net loss of $98,072 of the related cumulative totals. The other auditors’ reports have been furnished to us, and our opinion, insofar as it relates to amounts included for such prior period, is based solely on the reports of such other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, these financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2008 and 2007 and the results of its operations and its cash flows for the years then ended and the cumulative period from September 24, 1998 (inception) through August 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated.  The Company requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

                                            “DMCL”

DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
November 14, 2008

[Missing Graphic Reference]
 
 
 
 
-28-

 
 

 

STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
BALANCE SHEETS


ASSETS
August 31, 2008
August 31, 2007
     
Current Assets
   
     
Cash
$         1,946
$  26,275
     
 
     1,946
26,275
     
Mineral Property (Note 3)
   5,000
           -
     
Total Assets
$         6,946
$ 26,275
     
LIABILITIES
   
     
Current Liabilities
   
Accounts payable and accrued liabilities
$      53,543
$  42,210
Due to related parties (Note 5)
  77,642
65,666
     
 
131,185
107,876
     
Going Concern Contingency (Note 1)
   
     
STOCKHOLDERS’ EQUITY (DEFICIENCY)
   
     
Common stock $0.001 par value (Note 6)
   
500,000,000 authorized
   
52,170,000 outstanding  (2007 – 52,170,000)
52,170
52,170
Additional paid in capital
3,280
3,280
Donated capital (Note 7)
126,000
113,400
Deficit accumulated during the exploration stage
(305,689)
(250,451)
     
 
(124,239)
(81,601)
     
Total liabilities and stockholders’ deficiency
$         6,946
$   26,275
     

 

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


 
-29-

 

 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS

 
 
Year ended
August 31, 2008
 
Year ended
August 31, 2007
September 24, 1998
(Inception) to
August 31,  2008
       
Bank charges, interest and foreign exchange loss
$     277
$        1,877
  $        7,851
Consulting
-
-
            6,000
Exploration expenses
5,320
2,150
          20,940
Filing fees
1,666
2,609
            6,670
Management fees (Note 7)
6,000
6,000
          60,000
Office and general (recovery)
2,184
2,033
            13,650
Professional fees
28,996
23,400
          116,355
Rent (Note 7)
4,200
4,200
          42,000
Telephone (Note 7)
2,400
2,400
          24,000
Transfer agent’s fees
  4,195
    1,592
          16,812
       
Net loss from operations
(55,238)
(46,261)
    (314,278)
       
Gain on settlement of debt
            -
    8,589
    8,589
       
Net loss
$ (55,238)
$  (37,672)
$   (305,689)
       
       
Basic and diluted loss per share
$     (0.00)
$     (0.00)
 
       
Weighted average number of shares outstanding
52,170,000
52,170,000
 


 
The accompany notes are an integral part of these financial statements.



 
-30-

 
 

STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
 
 
 
Year ended
August 31, 2008
 
Year ended
August 31, 2007
September 24, 1998 (Inception)
to August 31,  2008
       
Cash flows from Operating Activities
     
Adjustment to reconcile net loss to net cash Used in operating activities:
     
Net loss
$   (55,238)
    $   (37,672)
$   (305,689)
Donated services
12,600
12,600
126,000
Gain on settlement of debt
-
(8,589)
(8,589)
Changes in non-cash working capital item
     
       
Accounts payable and
     
accrued liabilities
   11,333
            (6,854)
           53,543
       
Cash used in operating activities
 (31,305)
  (40,515)       
     (134,735)
       
Cash flows from Financing Activities
     
       
Capital stock issued
-
50,000
           55,450
Advances from related parties
  11,976
         16,790
        86,231
       
Cash provided by financing activities
  11,976
        66,790
       141,681
       
Cash flows from Investing Activities
     
       
Acquisition of mineral properties
      (5,000)
           -
   (5,000)
       
Cash used in investing activities
      (5,000)
            -
   (5,000)
       
Change in cash during the year
(24,329)
       26,275
              1,946
       
Cash, beginning of the year
    26,275
               -
                  -
       
Cash, end of the year
$        1,946
    $    26,275
  $        1,946
       
       
Supplemental disclosure of cash flowinformation:
     
Cash paid for:
     
       
Interest
 
    $             -
  $             -
       
Income taxes
 
    $             -
  $             -

The accompanying notes are an integral part of these financial statements
 
 
 
-31-

 

 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)
for the period September 24, 1998 (Inception) to August 31, 2008

 
 
 
Number
 
 
Par Value
 
Additional Paid-in
Capital
 
 
Donated Capital
Deficit Accumulated
During the exploration
Stage
 
 
Total
Capital stock issued
           
For cash - at $0.00005
40,300,000
$    40,300
 $(38,285)
$          -
  $             -
  $      2,015
               - at $0.0005
 6,870,000
          6,870
     (3,435)
-
                 -
          3,435
Donated capital
              -
               -
     -
12,600
                 -
        12,600
Net loss for the period
              -
               -
             -
_____-
       (17,294)
      (17,294)
             
Balance, Aug 31, 1999
47,170,000
       47,170
    (41,720)
12,600
       (17,294)
             756
Donated capital
              -
               -
   -
12,600
                 -
        12,600
Net loss for the year
              -
               -
            -
______-
       (15,583)
      (15,583)
             
Balance, Aug 31, 2000
47,170,000
       47,170
   (41,720)
25,200
       (32,877)
        (2,227)
Donated capital
              -
               -
      -
12,600
                -
        12,600
Net loss for the year
              -
               -
            -
______-
       (18,415)
      (18,415)
             
Balance, Aug 31, 2001
47,170,000
      47,170
  (41,720)
37,800
       (51,292)
       ( 8,042)
Donated capital
              -
               -
      -
12,600
                 -
        12,600
Net loss for the year
              -
               -
             -
                -
       (18,160)
      (18,160)
             
Balance, Aug 31, 2002
47,170,000
      47,170
   (41,720)
50,400
       (69,452)
      (13,602)
Donated capital
             -
              -
   -
12,600
                   -
        12,600
Net loss for the year
             -
          -
             -
______-
       (28,620)
      (28,620)
             
Balance, Aug 31, 2003
47,170,000
     47,170
(41,720)
63,000
       (98,072)
     ( 29,622)
Donated capital
             -
             -
      -
12,600
                   -
        12,600
Net Loss for the year
             -
               -
            -
          -
       (33,983)
      (33,983)
             
Balance, Aug 31, 2004
47,170,000
     47,170
  (41,720)
75,600
     (132,055)
     (51,005)
Donated capital
              -
            -
-
12,600
                   -
      12,600
Net loss for the year
              -
              -
           -
          -
       (36,602)
     (36,602)
             
Balance, Aug 31, 2005
47,170,000
     47,170
(41,720)
88,200
     (168,657)
     (75,007)
Donated capital
              -
            -
    -
12,600
                  -
        12,600
Net loss for the year
              -
              -
           -
         -
       (44,122)
      (44,122)
             
Balance, Aug 31, 2006,
47,170,000
   47,170
 (41,720)
100,800
    (212,779)
    (106,529)
             
Capital stock issued
For cash – at $0.01
 
5,000,000
 
5,000
 
45,000
 
-
 
-
 
50,000
Donated capital
-
-
-
12,600
-
12,600
Net loss for the year
               -
         -
            -
           -
(37,672)
(37,672)
             
Balance, Aug 31, 2007
52,170,000
52,170
   3,280
    113,400
  (250,451)
  (81,601)
             
Donated capital
-
-
-
12,600
-
12,600
Net loss for the year
               -
          -
           -
           -
  (55,238)
(55,238)
             
Balance, Aug 31, 2008
52,170,000
$ 52,170
$  3,280
$126,000
$ (305,689)
 $(124,239)

 
The accompanying notes are an integral part of these financial statements.
 
 
 
-32-

 

 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
 August 31, 2008

Note 1                        Nature and Continuance of Operations

The Company was incorporated under the laws of the State of Delaware on September 24, 1998.

The Company is in the exploration stage with respect to its mineral property.  The Company has purchased a mineral claim and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of amounts from its capitalized property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to explore and complete the development of the property and upon future profitable production or proceeds for the sale thereof.

Going Concern

These financial statements have been prepared on a going concern basis.  The Company has accumulated a deficit of $305,689 since inception and at August 31, 2008 has a working capital deficiency of  $129,239.  Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due and ultimately to generate profitable operations in the future.  The Company’s current operating expenses are being funded by way of loans from a director.  Refer to Note 5. Management intends to obtain additional financing from directors or private placements.
 
Note 2                        Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).  The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Exploration Stage Company

The Company complies with the Financial Accounting Standards Board (“FASB”) Statement No. 6, and SEC Act Guide 7 for its characterization of the Company as a development stage company.



 
-33-

 



STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008


Note 3  Summary of Significant Accounting Policies – (continued)

Mineral Property

The Company has been in the exploration stage since its formation on September 24, 1998 and has not realized any revenues from its planned operations. The Company is primarily engaged in the acquisition, exploration and development of mineral properties.

Mineral property acquisition costs are capitalized in accordance with EITF 04-2: “Whether Mineral Rights Are Tangible or Intangible Assets”.   In accordance with the EITF 04-2, acquisition costs of mineral rights are accounted for as tangible assets and shown as a separate component of property, plant and equipment.   Cost relating to exploration and development are expensed as incurred until such time as economic reserves are quantified.   To date, the Company has not established any proven reserves on any of its mineral properties.

Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a unit-of-production basis.   Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.   Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.
 
Use of Estimates and Assumptions

The preparation of financial statements in conformity with US GAAP 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 period.   Actual results could differ from those estimates.  Significant areas requiring management’s estimates and assumptions are determining the fair value of share based transactions, and donated services.  Other areas requiring estimates include deferred tax valuation allowances, allocations of expenditures to resource property interests and asset impairment tests.


 
-34-

 

 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008

Note 3  Summary of Significant Accounting Policies – (continued)

Foreign Currency Translations

The financial statements are presented in United States dollars.   In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 52. “Foreign Currency Translations”. Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.  Non-monetary assets and liabilities are translated at the transaction date.  Revenue and expenses are translated at the average rates of exchange during the period.   Certain translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency translations are included in results of operations.

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Income Taxes

The Company uses the liability method of accounting for income taxes pursuant to SFAS, No. 109 “Accounting for Income Taxes”.

The FASB issued Statement Number 109 in Accounting for Income Taxes (“FASB 109”) which is effective for fiscal years beginning after December 15, 1992.  FASB 109 requires the use of the asset and liability method of accounting for income taxes.   Under the assets and liability method of FASB 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.   Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 
 
-35-

 
 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008
 
Note 3                        Summary of Significant Accounting Policies – (continued)

Income Taxes – continued

The Company adopted the provisions of  FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on September 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by Interpretation 48, which clarifies SFAS No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact in the financial statements during the period ended August 31, 2008.

Loss Per Share

The Company computes loss per share in accordance with the SFAS No. 128, “Earnings Per Share” which requires presentation of both basic and diluted earning per share on the face of the statement of operations.  Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period including stock options using the treasury stock method.  Diluted loss per share excludes all potential common shares if their effect is anti-dilutive.

Financial Instruments

The carrying value of cash, and accounts payable and accrued liabilities approximates fair value because of the short term maturity of these instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of amounts due to related parties is not readily determinable as they do not have any stated terms of repayment.


 
-36-

 
 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008

Note 3                       Summary of Significant Accounting Policies – (continued)

Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. For the year ended August 31, 2008, the Company has no items that are included in comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Stock-based Compensation

The Company records stock-based compensation in accordance with SFAS No. 123R “Share Based Payments”, using the fair value method. The Company has not adopted a stock option plan and has not granted any stock options.  Accordingly no stock-based compensation has been recorded to date. The Company has not issued any stock options since its inception.  All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Recent Accounting Pronouncements
 
In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008.  Management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption but does not believe that it will have a material effect on its financial statements. .
 
 
 
-37-

 

 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008
 
Note 3                       Summary of Significant Accounting Policies – (continued)

Recent Accounting Pronouncements – (continued)
 
In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the fiscal year beginning after December 15, 2008.  Management is in the process of evaluating the impact SFAS 160 will have on the Company’s financial statements upon adoption  but does not believe that it will have a material effect on its financial statements.
 
On December 21, 2007, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 110, (“SAB 110). SAB 110 provides guidance to issuers on the method allowed in developing estimates of expected term of “plain vanilla” share options in accordance with SFAS No. 123(R), “Share-Based Payment”. The staff will continue to accept, under certain circumstances, the use of a simplified method beyond December 31, 2007 which amends question 6 of Section D.2 as included in SAB 107, “Valuation of Share-Based Payment Arrangements for Public Companies”, which stated that the simplified method could not be used beyond December 31, 2007. SAB 110 is effective January 1, 2008. The Company is currently evaluating the potential impact, if any, that the adoption of SAB 110 will have on its financial statements.
 
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required 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.  It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged.  The Company is currently evaluating the impact of SFAS No. 161 on its financial statements, and the adoption of this statement is not expected to have a material effect on the Company’s financial statements.
 
 
 
-38-

 

 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008
 
Note 3                       Summary of Significant Accounting Policies – (continued)

Recent Accounting Pronouncements – (continued)

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. The Statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP in the United States.  It is not expected that this Statement will result in a change in current practice. However, it provides for transition provisions in the unusual circumstance that the application of the provisions of this Statement results in a change in practice. This standard is not expected to have a significant effect on the Company’s reported financial position or results of operations.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”.  SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted.  This new pronouncement is not expected to have a material effect on the Company’s financial statements.
 
Note 4                        Mineral Claims (unproven)

In January 2008, the Company allowed its mineral claim in the SF claims to expire and had no further interest in the minerals claims thereon.   The Company has no future liability attached to the SF claims.

On February 2, 2008, the Company purchased for $5,000 a 100% interest in a mineral property called San Carlos Gold Claim located in the Philippines from Ramos Ventures Ltd., a non related company. The Company capitalized the  cost to mineral property  during the year ended August 31, 2008.

 
 
-39-

 
 
STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008
 
Note 5                        Due to Related Parties

Amounts due to related parties are comprised of advances from current and former directors of the Company and are unsecured, do not bear interest and have no fixed repayment terms.

Note 6                        Share Capital

On March 9, 2007, at the Annual Meeting of Stockholders a Resolution was approved whereby the authorized share capital was increased from 25,000,000 common shares with a par value of $0.001 per share to 500,000,000 common shares with a par value of $0.001 per share.

On June 5, 2007, the Company completed a private placement under its effective registration statement whereby 250,000 common shares were issued at a price of $0.20 per share for a total consideration of $50,000.

Effective September 19, 2007, the Company completed a forward split of its shares of common stock at a ratio of twenty (20) new shares, for every one (1) old share currently held.   The Company agreed that the authorized share capital remain the same at 500,000,000 shares with a par value of $0.001 per share and not subject to the forward split. All share amount have been retroactively adjusted for all periods presented.

There were no stock transactions during the year ended August 31, 2008.

As at August 31, 2008 and 2007, there were no stock options or warrants outstanding.

 
 
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STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008
 
Note 7 Donated Capital

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.   Directors and Officers of the Company have provided certain administrative services at no charge.   The estimated fair value of these services has been recorded as donated capital as follows:

 
Year ended
August 31, 2008
Year ended
August 31, 2007
Sept. 24, 1998 (inception) to
August 31, 2008
       
Management fees
$  6,000
$  6,000
$   60,000
       
Rent
4,200
4,200
42,000
       
Telephone
   2,400
  2,400
  24,000
       
 
$  12,600
$  12,600
$   126,000
 
Note 8   Deferred Tax Taxes

The Company has net operating loss carryforward of approximately $311,000, which commence expiring in 2027.  Pursuant to SFAS No. 109, the Company is required to compute tax assets benefiting for net operating losses carried forward.   Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The components of the net deferred tax asset at August 31, 2008 and the statutory tax rate, the effective tax rate and the elected amount of the valuation are scheduled below.

 
August 31, 2008
August 31, 2007
     
Net loss
$ 55,238
$  37,672
Statutory tax rate
35%
35%
     
Deferred tax asset
19,333
13,185
Valuation allowance
(19,333)
(13,185)
     
Net deferred tax asset
            $ -
            $ -
     
 
 
 
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STANFORD MANAGEMENT LTD.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2008

Note 8   Deferred Tax Assets – (continued)

 The company has uncertain tax positions for which the possible liability for penalties and interest is not currently reliably estimable by management.  Management has considered the likelihood and significance of possible penalties associated with its current and intended filing positions and has determined, based on their assessment, that such penalties, if any, would not be expected to be material.  
 
As the company has incurred losses since inception there would be no known or anticipated exposure to penalties for income tax liability.
 
Inherent uncertainties arise over tax positions taken, or expected to be taken, with respect to transfer pricing, inter-company charges and allocations, financing charges, fees, related party transactions, tax credits, tax based incentives and stock based transactions. Management has not recognized any tax benefits related to these uncertainties.

Disclosure concerning certain carry-forward tax pools, temporary and permanent timing differences in tax basis versus reported amounts may be impacted by assessing practices and tax code regulations when income tax returns are filed up to date. As a 100% valuation allowance has been provided against deferred tax assets reported in these financial statements, there would be no significant net impact to the current and deferred income tax disclosures or reconciliations reported.
 
 
 
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