10-Q 1 body_stanfordmanage10q.htm STANFORD MANAGEMENT LTD. FORM 10-Q FEB. 28,08 body_stanfordmanage10q.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(X )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITES EXCHANGE ACT OF 1934
 
        For the quarterly period ended                                                      February 28, 2009

( )
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
  
   

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer   [   ]                                                                                                                Accelerated filer                        [   ]

Non-accelerated filer     [   ]  (Do not check if a small reporting company)                                                                 Small reporting company       [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)   Yes [  ]   No   [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PROCEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  Yes □ No □

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

March 15, 2009:   52,170,000 common shares
 
 
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Page Number
PART 1.
FINANCIAL INFORMATION
  
     
ITEM 1.
Financial Statements (unaudited)
3
     
 
Balance Sheet as at February 28, 2009 and August 31, 2008
4
     
 
Statement of Operations
For the three and six months ended February 28, 2009 and February 29, 2008 and for the period September 24, 1998 (Date of Inception) to February 28, 2009
 
5
     
 
Statement of Cash Flows
For the six months ended February 28, 2009 and February 29, 2008 and for the period September 14, 1998 (Date of  Inception) to February 28, 2009
 
6
     
 
Notes to the Financial Statements.
7
     
ITEM 2.
Management’s Discussion and Analysis or Plan of Operations
11
     
                ITEM 3.
Quantitative and Qualitative Disclosure of Market Risk
17
     
        ITEM 4.
Controls and Procedures
18
     
                ITEM 4T.
Controls and Procedures
18
     
PART 11.
OTHER INFORMATION
18
     
ITEM 1.
Legal Proceedings
18
     
                ITEM 1A.
Risk Factors
18
     
ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
20
     
ITEM 3.
Defaults Upon Senior Securities
20
     
ITEM 4.
Submission of Matters to a Vote of Security Holders
21
     
ITEM 5.
Other Information
21
     
ITEM 6.
Exhibits and Reports on Form 8-K
21
     
 
SIGNATURES.
22
     




 
-2-

PART 1 – FINANCIAL INFORMATION
 
ITEM 1.   FINANCIAL STATEMENTS
 
The accompanying balance sheets of Stanford Management Ltd. (a pre-exploration stage company) at February 28, 2009 (with comparative figures as at August 31, 2008) and the statement of operations for the three and six months ended February 28, 2009 and February 29, 2008 and for the period from September 24, 1998 (date of inception) to February 28, 2009 and the statement of cash flows for the six months ended February 28, 2009 and February 29, 2008 and for the period from September 24, 1998 (date of incorporation) to February 28, 2009 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the quarter ended February 28, 2009, are not necessarily indicative of the results that can be expected for the year ending August 31, 2009.

 

-3-



STANFORD MANAGEMENT LTD.
(A Pre -Exploration Stage Company)
BALANCE SHEETS

(Unaudited – Prepared by Management)

ASSETS
February 28, 2009
(Unaudited)
August 31, 2008
(Audited)
     
Current Assets
    
     
Cash
$      1,161   
$    1,946
     
Total Assets
$      1,161
$    1,946
     
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
    
     
Current Liabilities
    
Accounts payable and accrued liabilities
$  122,923
 $  53,543
Due to related parties – Note 4
  17,657
     77,642
     
Total current liabilities
140,580
     131,185
     
Stockholders’ deficiency
    
     
500,000,000 common shares authorized, at $0.001 par value
    
52,170,000 shares issued and outstanding
52,170
      52,170
Capital in excess of par value
135,580
    129,280
Deficit accumulated during the pre-exploration stage
(327,169)
 (310,689)
     
           Total stockholders’ deficiency
(139,419)
   (129,239)
     
 
$       1,161  
$  1,946

 

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


 
-4-


STANFORD MANAGEMENT LTD.
(A Pre-Exploration Stage Company)
STATEMENTS OF OPERATIONS

For the three and six months ended February 28, 2009 and February 29, 2008 and for the period from September 24, 1998 (date of inception) to February 28, 2009

(Unaudited – Prepared by Management)

 
Three months
ended Feb. 28, 2009
Three months
ended Feb. 29,  2008
Six months
ended Feb. 28, 2009
Six months
ended Feb. 29, 2008
Date of Inception to
Feb. 28,  2009
           
SALES
$           -
$          -
$             -
$             -
$             -
           
GENERAL AND ADMINISTRATIVE EXPENSES:
          
           
Exploration costs
-
   5,000
-
10,320
25,940
General and administration
 5,063
  12,853
 16,480
 28,742
309,818
           
Net loss before settlement
(5,063)
(17,853)
(16,480)
(39,062)
(335,758)
           
Gain on settlement of debt
          -
           -
           -
            -
     8,589
           
NET LOSS
$ (5,063)
$ (17,853)
$ (16,480)
$  (39,062)
$  (327,169)
           
NET LOSS PER COMMON SHARE
          
Basic
$   (0.00)
$    (0.01)
$   (0.01)
$  (0.02)
  
           
AVERAGE OUTSTANDING SHARES
          
Basic
2,285,000
2,285,000
2,285,000
2,285,000
  


 

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

 
 
-5-

 

STANFORD MANAGEMENT LTD.
(A Pre-Exploration Stage Company)
STATEMENTS OF CASH FLOWS

For the six months ended February 28, 2009 and February 29, 2008 and for the period from September 24, 1998 (date of inception) to February 28, 2008

(Unaudited – Prepared by Management)

 
Six months ended
February 28, 2009
Six months ended
February 29, 2008
September 24, 1998 (Inception)
To  February 28,  2009
       
Cash flows from Operating Activities
      
       
Net loss
$  (16,480)
$  (39,062)
$   (327,169)
       
Adjustments to reconcile net loss to net cash used in operating activities:
      
Capital contributions - expenses
6,300
6,300
132,300
Gain on settlement of debt
-
-
(8,589)
       
Changes in non-cash working capital item
      
       
Changes in accounts receivable
-
(4,680)
-
Changes in accounts payable
69,380
    2,487
 122,923
       
Net cash provided (used) in operations
59,200
(34,955)
     (80,535)
       
Cash flows from investing activities
          -
            -
             -
       
Proceeds from loans for related parties
(59,985)
         9,248
  26,246
Proceeds from issuance of common stock
            -
           -
55,450
       
Cash provided by financing activities
 (59,985)
  9,248
    81,696       
       
Net (decrease) increase in cash
(785)
(25,707)
                 1,161
       
Cash at beginning of period
1,946
  26,275
                  -
       
CASH AT END OF PERIOD
$      1,161
$         568
  $      1,161


The accompanying notes are an integral part of these interim unaudited financial statements



-6-



STANFORD MANAGEMENT LTD.
(A Pre - Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
  February 28, 2009

(Unaudited – Prepared by Management)

1.           ORGANIZATION

The Company was incorporated under the laws of the State of Delaware on September 24, 1998 with the authorized common stock of 25,000,000 shares at $0.001 par value.  On March 9, 2007, at the Annual General Meeting of Stockholders a Resolution was approved whereby the authorized share capital was increased to 500,000,000 common shares with a par value of $0.001 per share.  On 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 shares currently held.

The Company was organized for the purpose of acquiring and developing mineral properties.  At the report date mineral claims, with unknown reserves, had been acquired.  The Company has not established the existence of a commercially minable ore deposit and therefore is considered to be in the pre-exploration stage (see note 3).

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Income Taxes

 
The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed.   An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

On February 28, 2009, the Company had a net operating loss carry forward of $327,169.  The tax benefit of approximately $98,200 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations.  The loss carry forward will expire starting in 2027 through 2029.
 
 
 
Statement of Cash Flows

 
For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

 
Basic and Diluted Net Income (loss) Per Share

 
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding.   Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares
 
 
 
-7-
 
 
STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009

(Unaudited – Prepared by Management)

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
  

 
Basic and Diluted Net Income (loss) Per Share - continued

had been issued on the exercise of any common share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.

           Unproven Mineral Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.

Revenue Recognition

Revenue is recognized on the sale and transfer of goods or completion of service.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial and Concentrations Risk

The Company does not have any concentration or related financial credit risk.

 
             Environmental Requirements

 
At the report date environmental requirements related to the mineral claim acquired are unknown and therefore an estimate of any future cost cannot be made.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles accepted in the United States of America.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual results could vary from the estimates that were assumed in preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments, including cash and accounts payable, areconsidered by management to be their estimated fair value due to their short termmaturities.

Recent Accounting Pronouncements

The Company does not expect that the adoption of other recent account pronouncements will have a material impact of its financial statements.

 
 
-8-
 
 
STANFORD MANAGEMENT LTD.
(Pre-Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 2009

(Unaudited – Prepared by Management)

3.           ACQUISITION OF MINING 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.   Under the mining laws of the Philippines there is no requirement to maintain the claim in good standing and the claim will lapse once the Company has no further interest in it.

4.           SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

As at February 28, 2009, officers-directors had acquired 77% of the common capital stock issued, and have made no interest, demand loans of $17,657 and have made contributions to capital of $132,300 in the form of expenses paid for the Company.

5.
CAPITAL STOCK

 
The Company has completed one Regulation S offering of 40,300,000 post split shares of its capital stock for a total consideration of $2,015.  In addition, the Company has completed another Regulation S offering of 6,870,000 post split shares of its capital stock for a total consideration of $3,435.  Under an Offering Memorandum the Company issued 5,000,000 post split shares for a total consideration of $50,000.

On September 19, 2007, the shareholders of the Company approved a 20 to 1 forward stock split which became effective on November 6, 2007, resulting in an increase of the outstanding shares of common stock from 2,608,500 to 52,170,000.  The 52,170,000 post split common shares are shown as split from the date of inception.

6.
GOING CONCERN

 
The Company will need additional working capital to service its debt and to develop the mineral claims acquired, which raises substantial doubt about its ability to continue as a going concern.   Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

7.              ADJUSTMENT TO PRIOR FIGURES

The prior year’s balance sheet has been adjusted to conform with the financial statement presentation of the current period.




-9-




ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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 post-split shares of common stock, par value $0.001 per share.  As at November 30, 2008 there were a total of 52,170,000 post-split common shares issued and outstanding.

LIQUIDITY AND CAPITAL RESOURCES

As at February 28, 2009, the Company had $1,161 in cash and liabilities of $140,580.  The liabilities of $122,923 owed to general creditors are as follows: auditors - $500, internal accountant - $42,213, former directors and officers - $74,914 and office – $5,296.  The amount owed to related parties of $17,657 is non-interest bearing and has no fixed terms of repayment.

During the three months, the Company has incurred the following expenses:

Expenditure
  
Amount
     
Accounting and audit
i
         $    1,750
Bank charges and interest
ii
                   18
Edgarizing
iii
250
Management fees
iv
                1,500
Office and general
v
321
Rent
vi
                1,050
Telephone
vii
                       600
Transfer agent fees
viii
  (426)
          Total expenses
  
        $    5,063

 
i.
The Company accrued $1,250 the preparation of working papers for filing with the Form 10-Q.  The accrual for the review of the financial statements attached here by the Company new independent accountants, Madsen & Associates CPA’s Inc. is $500.

 
ii.
Standard monthly bank charges for the three months.

 
iii.
Represents the cost to edgarize this Form 10-Q for the six months ended February 28, 2009.

 
 iv.
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 "Capital in Excess of Par Value" on the balance sheet.  The Company will not, in the future, be responsible for paying either cash or shares in settling this accrual.

 
v.
Represent courier and photocopying charges incurred during the period.

 
vi.
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 "Capital in Excess of Par Value".
 
 
 
-10-
 

 
 
vii.
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 "Capital in Excess of Par Value".

 
viii.
Holladay Stock Transfer gave the company a credit against previous charges.

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
    $   9,250
$  42,713
 $     51,963
Bank charges
2
  150
             -
150
Directors - former
3
-
74,914
74,914
Edgar filing fees
4
1,150
-
1,150
Filing fees and franchise taxes
5
            375
             -
         375
Office
6
         1,000
      5,296
       6,296
Transfer agent's fees
7
         1,200
                  -
       1,200
       Estimated expenses
  
   $  13,125
$ 122,923
$   136,048

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 10-Q – May 31, 2009
          $     1,250
       $        500
            $     1,750
Form 10-K – Aug 31, 2009
              1,500
             2,500
             4,000
Form 10-Q - Nov. 30, 2009
      1,250
           500
    1,750
Form 10-Q – Feb. 28, 2010
                   1,250
                   500
                1,750
       
 
     $     5,250
  $     4,000
$     9,250

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

     3.
The former and directors and officers are owed the sum of money as noted above.  The amount is on a demand basis but bears no interest.

 
     4.       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 $400.

 
     5.        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.

 
      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.      Each year the Company is charged a fee of $1,200 by its transfer agent to act on its behalf.

 
-11-
 
 
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.

LIQUIDITY AND CAPITAL RESOURCES

Stanford has had no revenue since inception and its accumulated deficit is $327,169.  To date, the growth of Stanford has been funded by the sale of shares and advances by its director in order to meet the requirements of filing with the SEC and previously maintaining the SF claim in good standing.

The amount required to cover total operating costs for the next twelve months and to settle all the outstanding amounts owed to third party creditors would be $136,048 less the amount in the bank account being $1,161.  At present, Stanford does not have these funds to pay for future expenses and eliminate accounts payable and therefore would be required to either sell shares in its capital stock or obtain further advances from its director.  Stanford’s future operations and growth is dependent on its ability to raise capital for expansion and to seek revenue sources.

RESULTS OF OPERATIONS

The 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.
 
 
-12-
 

 
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.

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.
 
 
-13-
 
 
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.
 
 
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Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.

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.
QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

Market Information

There are no common shares subject to outstanding options, warrants or securities convertible into common equity of our Company.

The number of shares subject to Rule 144 is 8,000,000   Share certificates representing these shares have the appropriate legend affixed on them.

There are no shares being offered to the public other than indicated in our effective registration statement and no shares have been offered pursuant to an employee benefit plan or dividend reinvestment plan.
 
While our shares are traded on the OTCBB.  Although the OTCBB does not have any listing requirements per se, to be eligible for quotation on the OTCBB, we must remain current in our filings with the SEC; being as a minimum Forms 10-Q and 10-K.  Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day grace period if they do not make their filing during that time.

In the future our common stock trading price might be volatile with wide fluctuations.  Things that could cause wide fluctuations in our trading price of our stock could be due to one of the following or a combination of several of them:

●
our variations in our operations results, either quarterly or annually;
   
●
trading patterns and share prices in other exploration companies which our shareholders consider similar to ours;
   
●
the exploration results on the San Carlos claim, and
   
●
other events which we have no control over.

In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.  These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance.  In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company.  Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.
 
Trends
 
We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future.  We are unaware of any known trends, events or  uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, as more fully described under ‘Risk Factors’.
 

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ITEM 4.                      CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Stanford’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of Stanford’s controls and procedures (as defined in the Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of the period of the filing of this quarterly report on Form 10-Q (the “Evaluation Date”), have concluded that as of the Evaluation Date, Stanford’s disclosure and procedures were adequate and effective to ensure that material information relating to it would be made known to it by others, particularly during the period in which this quarterly report on Form 10-Q was being prepared.

ITEM 4T                      CONTROLS AND PROCEDURES

Changes in Internal Controls

There were no material changes in Stanford’s internal controls or in other factors that could materially affect Stanford’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.
 
 
PART 11 – OTHER INFORMATION

ITEM 1.                      LEGAL PROCEEDINGS

There are no legal proceedings to which Stanford is a party or to which its mineral claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A                      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.
 
 
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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.

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 $327,169 as at February 28, 2009.  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.

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.
 
 
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The Company’s former 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 is developing its business, and further losses are anticipated. These factors raise substantial doubt 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.”

 
The former 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.

ITEM 2.                      UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

 
None

ITEM 3.                      DEFAULTS UPON SENIOR SECURITIES

None
 
 
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ITEM 4.                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None


ITEM 5.                      OTHER INFORMATION

None

ITEM 6.                      EXHIBITS AND REPORTS ON FORM 8-K

(a)           Exhibits

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
Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2
Certificate Pursuant to 18 U.S.C Section 1350 signed by the Chief Executive Officer

99.3
Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.4           Certificate Pursuant to 18 U.S.C. Section 1350 signed by the Chief Financial Officer


 
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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
STANFORD MANAGEMENT LTD.
(Registrant)

 
JANAY B. GREGORIO
Janay B. Gregoria
Chief Executive Officer
President and Director

Dated: March 19, 2009

REYNAN BALLAN
Reynan Ballan
Chief Accounting Officer
Chief Financial Officer
and Director

Dated:  March 19, 2009




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