Prospectus	Files pursuant to Rule 424 (b) (i)
	SEC File No. 333-108218

	Price to the Public	Underwriters’ discount and commission	Proceeds to Stanford Before expenses
Per share to the general public	$ 0.20	$ Nil	$ 0.20
Minimum offering	$ 50,000	$ Nil	$ 50,000
Maximum offering	$ 100,000	$ Nil	$ 200,000

 

 

		Page
Item 3	Summary Information and Risk Factors	3
Item 4	Use of Proceeds	13
Item 5	Determination of Offering Price	16
Item 6	Dilution	16
Item 7	Selling Security Holders	17
Item 8	Plan of Distribution	18
Item 9	Legal Proceedings	19
Item 10	Directors, Executive Officers, Promoters and Control Persons	20
Item 11	Security Ownership of Certain Beneficial Owners and Management	24
Item 12	Description of Securities	26
Item 13	Interest of Named Experts and Counsel	27
Item 14	Disclosure of Commission Positions of Indemnification for Securities Act Liabilities	28
Item 15	Organization Within Last Five Years	30
Item 16	Description of Business	31
Item 17	Management’s Discussion and Analysis or Plan of Operation	43
Item 18	Description of Property	55
Item 19	Certain Relationship and Related Party Transactions	56
Item 20	Market for Common Equity and Related Stockholder Matters	57
Item 21	Executive Compensation	58
Item 22	Financial Statements	58
Item 23	Changes In and Disagreement with Accountants on Accounting and Financial Disclosure	84

 

 

 

 

 

 

 

 

-	conduct the historical research to determine those titles which may affect the ground to be acquired by the lease;

-	verification of the legal posts of those titles on the ground; and

-	produce a survey plan from the collected data.

	Nine months ended May 31, 2006 (Unaudited)	Date of Inception Sept. 24, 1998 to May 31,2006 (Unaudited)	Year ended Aug. 31, 2005	Date of Inception Sept. 24, 1998 to Aug. 31, 2005	Year Ended Aug. 31, 2004
Statement of Expenses Information:
Revenue	Nil	Nil	Nil	Nil	Nil
Net Losses	(29,280)	(197,937)	(36,602)	(168,657)	(33,983)
Total Operating Expenses	29,280	197,937	36,602	168,657	33,983
Staking and Exploration	3,722	13,470	3,510	9,748	1,544
General and Administrative	25,558	184,467	33,092	158,909	32,439
	As of May 31, 2006 (Unaudited)	As of May 31,2006 (Unaudited)	As of Aug. 31, 2005	As of Aug. 31, 2005	As of Aug. 31 2004
Balance Sheet Information:
Cash	Nil	Nil	Nil	Nil	Nil
Total Assets	Nil	Nil	Nil	Nil	Nil
Total Liabilities	94,837	94,837	75,007	75,007	51,005
Stockholders’ (deficit)	(94,837)	(94,837)	(75,007)	(75,007)	(51,005)

 

 

 

1	If Stanford raises $50,000 from subscribers, there would not be sufficient funds to allow it to continue in business.

2.

This offering is being self-underwritten by Stanford with no independent due diligence undertaken by either a qualified independent third party or a broker-dealer to determine if the assets, future income potential and capabilities of management are present to support the offering price under this Prospectus.

 

 

 

3.	The present shareholders have paid $0.001 per share whereas the new investors will be paying $0.20 per share.

Originally all shares were sold for $0.001 per share; a price considerably below the Offering price under this prospectus. With this type of discrepancy, it might be difficult

Stanford’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 Stanford’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 Stanford’s shares.

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

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

 

 

 

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

Since inception, Stanford has incurred losses and has an accumulative deficit of $197,937 as at May 31, 2006. Stanford 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 effect Stanford’s ability to raise funds from the public since there is no certainty Stanford will ever be able to make a profit.  Stanford's ultimate success in fully implementing its mineral exploration program on the SF

4.	The auditors have examined the financial statements based on Stanford being a going concern but have substantial doubt that it will be able to continue as a going concern.

Stanford’s auditors, Dale Matheson Carr-Hilton Labonte in the audited financial statements attached to this prospectus for the year ended August 31, 2005, have stated in their audit report the following:

The auditors are concerned that Stanford, 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, Stanford, without adequate future funding, might not be able to continue as a going concern. A new investor should give careful consideration to this fact since the capital they contribute to Stanford under this Offering may be the only capital which Stanford is able to raise. 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.

 

 

 

 

6.	An investor might have their money held by Stanford for up to two years without interest.

Stanford has 24 months in which to raise the minimum offering under this registration statement which would mean, if Stanford is unable to raise the minimum offering, an investor’s money would be held for a period of two years before being refunded to them. No interest would be paid on the amount refunded. An investor might wish to consider whether or not they would like their money being held for two years without earning interest thereon prior to considering an investment in Stanford.

7.	There is an absence of recent exploration activities on the SF claim other than sufficient exploration work to maintain the SF claim in good standing which has not resulted in an ore reserve being discovered or any revenue being derived from the SF claim.

There has been no significant exploration activity on the SF claim in recent years, except for limited exploration during 2002 by Stanford to maintain the claim in good standing until 2007. Without a detailed work program being undertaken on the SF claim, no ore reserve has been identified, and may never be identified, and no other exploration company or entity has made an offer to purchase, lease or engage in any other transaction, such as a joint venture, with respect to the SF claim. Although Stanford incurred only nominal expenses to preserve its ownership and maintain the SF claim in good standing with the Ministry of Energy and Mines for the Province of British Columbia, it has received no revenue or other income from the SF claim. Investors should be aware the SF claim might never prove to have a commercially viable ore reserve and therefore will eventually lapse leaving Stanford with no mineral claim.

8.	No matter how much money is spent on exploring the SF claim there may never be an ore reserve found.

9.	The uncertainty of the topography of the SF claim will have an effect on the future cost of any exploration activities.

The SF claim is located on a fairly rugged hill with ridge topography ranging from 2,400 to 4,000 feet in elevation with a steep canyon at the north part of the claim. The SF claim is covered by a thin layer of glacial till. This ruggedness in the overlying area could affect during exploration the location of drilling sites and trenches, as well as the construction of any facilities. Platforms might have to be constructed to allow a drilling rig to function properly due to the unevenness of the ground. This will mean additional costs depending upon the drilling site selected by the geologist in-charge with the exploration activities. This factor, at the present time, is uncertain, and Stanford does not know if this factor will have a material adverse effect on the ability of Stanford to conduct its exploration activities. If the cost of exploration is prohibitive, Stanford might have to cease its operations on and abandon the SF claim. New investors should consider whether a more suitable investment for them would be a recognized exploration company with mineral claims already in operation and no longer in the exploration stage.

11.	The SF claim has never been surveyed and the exact boundaries of the claim are uncertain.

 

 

 

 

 

13.	Stanford does not have the rights to placer minerals on the SF claim.

14.	The President of Stanford has clients and is a director of other companies in the exploration industry which might result in a conflict of interest.

15.	With only the President of Stanford having any exploration experience, Stanford might have to rely upon outside consultants to assist in the exploration of the SF claim.

Glen Macdonald is a professional geologist but Ms. McCullough has no experience at all in the exploration industry. Mr. Nielsen has limited experience in the mining industry. Stanford will be dependent on Mr. Macdonald’s expertise in any exploration program on the SF claim. Stanford will, if Glen Macdonald is unavailable, have to rely on outside consultants who are familiar with the exploration industry in British Columbia. Using consultants will be an expensive way to explore the SF claims since consultant fees generally are higher than the use of full or part time employees. Capital raised will quickly be spent if Stanford has to rely on consultants and not the services of Mr. Macdonald. New investors might wish to consider if this is the way that they want their money, from the purchase of shares, to be spent.

 

 

 

16.	Stanford has entered into Indemnity Agreements with its officers and directors which could result in substantial expenditures and maybe monetary damages as a result of their actions.

	$50,000	%	$100,000	%	$150,000	%	$200,000	%
Offering expenses	$16,500	33.00	$16,715	16.72	$16,930	11.29	$ 17,200	8.60
Estimated exploration Program (page 38)	21,550	43.10	21,550	21.55	21,550	14.36	21,550	10.78
Estimated Phase 11 (i)	-	-	50,000	50.00	50,000	33.33	50,000	25.00
Payment to creditors other than related parties (iii)	10,000	20.00	10,000	10.00	45,853	30.57	45,853	22.93
Working Capital	1,950	3.90	1,735	1.73	15,667	10,45	65,397	32.69
	$50,000	100.00	$100,000	100.00	$150,000	100.00	$200,000	100.00

 

 

 

(i)		Depending upon the results of prospecting the SF claim and the soil sample results obtained, as recommended by John Jenks on page 42, a secondary exploration program might be warranted. Further prospecting and soil sampling might be considered to identify an area of interest whereby a drilling program will be contemplated. Stanford has estimated $50,000 for Phase II which includes a drilling program as indicated on page 43.
(ii)		The net proceeds of the Offering remaining in working capital will be invested in short-term, interest bearing-investments on account.
(iii)		The settlement of accounts owed to creditors from the proceeds of this Offering will be as follows:

 

Creditors to be paid	Amount (a)	Offering Expenses (b)	Balance to be paid
Accounting (c)	$ 23,463	$ -	$ 23,463
Auditing (c)	2,412	5,000	(2,588)
Consulting	6,000	-	6,000
Miscellaneous (c)	208	-	208
Office (c)	6,152	-	6,152
Transfer agent (d)	12,618	-	12,618
Total payment	$ 50,853	$ 5,000	$ 45,853

(a)	Represents the amount outstanding as indicated under Item 17 - Management Discussion and Analysis or Plan of Operation - (a) Plan of Operation as indicated on page 46. These figures are as at August 31, 2006.

(b)	To avoid double accounting, the amount accrued under issuance and distribution expenses on page 19, the accounting and audit costs have been deducted as noted above.

(c)	There is no interest or maturity dates associated with these outstanding accounts payable.

 

 

 

(d)	The interest charge by the transfer agent is 1½ percent per month on the outstanding balance. There is no maturity dated associated with the amount outstanding.

 

Creditor	Net Accounts Payable (*)	Payment on Account	Net Accounts Payable
Accountant (i)	$ 23,463	$ -	$ 23,463
Auditors	(2,588)	-	(2,588)
Consulting (ii)	6,000	-	6,000
Miscellaneous (iii)	208	-	208
Office (iv)	6,152	-	6,152
Transfer agent (v)	12,618	10,000	2,618
	$ 45,853	$ 10,000	$ 35,853

(i)

Stanford’s in-house accountant has verbally agreed to wait payment on her outstanding balance and will not sue Stanford for payment of $23,463. She is prepared to wait for payment for whatever length of time is required for Stanford to raise sufficient funds to settle her account in whole or in part.

(ii)

This amount is owed for work undertaken by Stanford’s in-house accountant on preparing this prospectus. She is prepared to wait for payment and will not sue Stanford for the balance of $6,000. She is prepared to wait for payment for whatever length of time is required for Stanford to raise sufficient funds to settle her account in whole or in part.

(iii)

Represents photocopying charges associated with preparation of the geological reports. The individual the money is owed to has agreed not to request payment until Stanford has sufficient funds to make payment. This individual has agreed verbally not to sue Stanford for the outstanding amount and is prepared to wait at least several years for settlement of the account and if required for a longer period of time.

 

 

(iv)

Represents various charges for photocopying, fax and delivery incurred in the office occupied by the in-house accountant. The manager of the office has agreed verbally to wait for payment and will not sue Stanford to collect the outstanding amount. He has confirmed that he will wait for whatever time is required, even if it is in excess of several years, to be paid the amount owed.

(v)

Nevada Agency & Trust Company has agreed verbally, and is willing to put this agreement into writing that they will request no more funds than shown on the above schedule, and will not sue Stanford for the balance. The Trust Company is prepared to wait for payment of the residual amount owed until such time as Stanford has adequate funding even if the period is several years into the future.

 

 

 

	$ 50,000	$ 100,000	$ 150,000	$ 200,000
Price per share	$ 0.20	$ 0.20	$ 0.20	$ 0.20
Net negative tangible book value per share before Offering	$ (0.04)	$ (0.04)	$ (0.04)	$ (0.04)
Net (negative) tangible book value after this Offering	$ (44,837)	$ 5,163	$ 55,163	$ 105,163
Net (negative) tangible book value per share after Offering	$(0.017)	$ 0.002	$ 0.018	$ 0.031
Immediate dilution per share To new shareholders	$ (0.20)	$ (0.198)	$ (0.182)	$ (0.169)
Increase in net tangible book value per shares attributed to cash payments by new shareholders (i)	$ 0.000	$ 0.002	$ 0.018	$ 0.031
Number of shares held by New shareholders	250,000	500,000	750,000	1,000,000
Total shares outstanding After this Offering	2,608,500	2,858,500	3,108,500	3,358,500
Percentage ownership by New shareholders	9.6%	17.5%	24.1%	29.8%
Percentage ownership by existing shareholders after this Offering	90.4%	82.5%	75.9%	70.2%

(i)	The amount contributed by the existing shareholders are as follows:

Shareholders who paid $0.001 per share	$ 2,015
Shareholders who paid $0.01 per share	3,435
Total contributions to shares	$ 5,450
Number of shares purchased by original shareholders	2,358,000
Average price per share	$ 0.002

 

 

 

1.

None of such persons are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation;

2.

None of such persons are compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;

3.

None of such persons are, at the time of his participation, an associated person of a broker-dealer; and

4.

All of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (a) primarily perform, or are intended primarily to perform at the end of the offering, substantial duties for or on behalf of Stanford otherwise than in connection with transactions in securities; and (b) are not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve months; and (c) do not participate in selling and offering of securities for Stanford more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

 

 

 

1.

The investor will execute and deliver a Share Subscription Agreement (the “Agreement”). The Agreement is the investor’s acceptance of Stanford’s offer to sell him or her shares of common stock. Stanford will review the executed Agreement and decide if it will accept the offer to buy its common shares. If Stanford accepts, the Agreement will be signed by an authorized signatory of Stanford and a copy will be returned to the subscriber.

2.	The investor will deliver a check or certified funds along with the signed Share Subscription Agreement to Gregory S. Yanke Law Corporation, Suite 200 - 675 West Hastings Street, Vancouver, British Columbia, Canada, V6B 1N2.

	$50,000	$100,000	$150,000	$200,000
Accounting and auditing	$ 5,000	$ 5,000	$ 5,000	$ 5,000
Legal	10,000	10,000	10,000	10,000
Office and miscellaneous	500	550	600	700
Transfer agent’s fees - new issuance of shares	1,000	1,165	1,330	1,500
Estimated expenses of Issuance	$ 16,500	$ 16,715	$ 16,930	$ 17,200

 

 

 

Name and Municipality of Residence	Position or Office within Stanford	Year Became a Director
Glen Macdonald Vancouver, British Columbia, Canada	Chief Executive Officer, President and Director (1)	2002 (2)
Vera McCullough Vancouver, British Columbia, Canada	Chief Financial Officer, Secretary-Treasurer and Director (1)	2001 (3)
William Nielsen Burnaby, British Columbia, Canada	Chief Accounting Officer and Director	2003 (4)

 

 

 

(2)	Glen Macdonald was appointed a Director on October 23, 2002, President on October 24, 2003 and Chief Executive Officer on August 8, 2003.

(3)	Vera McCullough was appointed a Director and Secretary Treasurer on May 21, 2001 and Chief Financial Officer on August 8, 2003.

(4)	William Nielsen was appointed Chief Accounting Officer on August 8, 2003.

 

 

 

 

 

 

 

 

 

(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;

(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;

(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.

 

 

 

Title or Class	Name and Address of Beneficial Owner (1)	Amount of Beneficial Ownership (2)	Percent of Class
Common Stock	Glen Macdonald 420 - 625 Howe Street Vancouver, British Columbia, Canada, V6C 2T6	400,000 (3)	17
Common Stock	Vera McCullough 40 Sweetwater Place Lions Bay, British Columbia, Canada, V0N 2E0	Nil (4)	Nil
Common Stock	William Nielsen 93 - 7501 Cumberland Street Burnaby, British Columbia, Canada, V3N 4Y6	Nil	Nil
Common Stock	Ownership of all Directors and Officers as a group	400,000	17

 

 

 

(1)		Mr. Macdonald 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 Glen Macdonald are restricted since they were issued to a former 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, Mr. Macdonald could sell a percentage of his shares based on one percent of the issued and outstanding shares of Stanford. In other words, Mr. Macdonald’s shares can be sold after the expiration of one year in compliance with the provisions of Rule 144. The shares certificate bears a ‘stop transfer’ legend on it. As at June 30, 2006, the number of shares which could presently be sold pursuant to Rule 144 is 23,585 shares.
(4)		Vera McCullough presently does not own any shares in Stanford but is planning to acquire for cash 25,000 shares under this Offering. When issued these shares will be restricted from trading in compliance with an exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended. After these shares have been held for one year, Mrs. McCullough could sell a percentage of her shares based on one percent of the issued and outstanding shares of Stanford. In other words, Mrs. McCullough’s shares can be sold after the expiration of one year in compliance with the provisions of Rule 144. The share certificate will have a ‘stop transfer’ legend stamped on it.

 

Shares Subscribed for	Number of shares after Offering	Directors’ and Officers’ Control Percentage
250,000	2,608,500	16.29%
500,000	2,858,500	14.87%
750,000	3,108,500	13.67%
1,000,000	3,358,500	12.65%

-	have equal ratable rights to dividends from funds legally available therefore, when, as, and if declared by the Board of Directors of Stanford;

 

 

 

 

-	are entitled to share ratably in all of the assets of Stanford available for distribution upon winding up of the affairs of Stanford; and

-	are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders.

 

 

 

 

-		for any branch of a director’s duty of loyalty to the corporation or its shareholders
-		for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
-		pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or
-		for any transaction from which a director derived an improper personal help.

 

 

 

 

a.		breach of his duties of loyalty to Stanford or to its shareholders;
b.		acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
c.		dividends or stock repurchase or redemptions that are unlawful under Delaware law;
d.		any transactions from which he or she receives an improper personal benefit.

 

 

 

1.	The incorporating director was Philip Yee of Vancouver, British Columbia who organized Stanford and raised the initial seed capital from the existing shareholders.

2.

During his time as the sole officer and director of Stanford, Mr. Yee identified a software protocol program for the restaurant industry whereby a wireless menu system could be implicated. Unfortunately the demand for such a program was not present and the project was abandoned in 2001. Subsequently in January 2001 the SF Claim was staked for Stanford.

3.	Stanford engaged the services of John Jenks, Professional Geologist to prepare a report on the SF mineral claim and to recommend a program of exploration (as more fully detailed on page 42).

4.	During the last two years, the directors have provided funds for a preliminary exploration program on the SF claim.

5.	Stanford appointed two additional directors, Doug Symonds and Vera McCullough, on May 21, 2001. Soon afterwards, Philip Yee resigned as President and Director on May 21, 2001 and Doug Symonds was appointed as the new President of Stanford.

6.	Mr. Symonds resigned on October 15, 2002 and was replaced by Glen Macdonald on October 23, 2002. On October 24, 2002, Glen Macdonald was appointed President of Stanford.

 

 

 

 

 

 

 

 

-		conduct the historical research to determine those titles which may affect the ground to be acquired by the lease;
-		Verification of the legal posts of those titles on the ground; and
-		produce a survey plan from the collected data.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.		Health and Safety
2.		Archeological Sites
3.		Exploration Access

 

 

 

 

 

 

▪	conduct the historical research to determine those titles which may affect the ground to be acquired by the lease;

 

 

 

 

 

 

·	The southern 60% of the SF claim area underlain by Eocene Tulameen basin metasediments has industrial minerals zeolite and bentonite, both of which pose a marketing challenge. A corporate decision to explore for these minerals would be required prior to directing further efforts in this area.

·

The northern 30% of the claim underlain by Nicola Group metavolcanics and metasediments has potential for high grade base and precious metal vein (a mineral which has filled a fault or fracture in a rock and is often of interest in exploration), shear zone, being an area that is often mineralized by ore-forming solutions, hosted, breccia (a coarse-grained rock usually composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix) and disseminated deposits. Particular attention should be directed to this claim portion.

·	Within the same group the possible presence of smaller satellite intrusives of the zoned Alaska-type Tulameen Ultrabasic Complex could imply potential for platinum group mineralization.

·	The northeastern claim portion comprising 10% of the claim area underlain by Coast Intrusive rock has a limited potential for disseminated base metal deposits.

·	As 80% of the claim area is covered by a thin layer of glacial till, surface prospecting would be best directed to ridge, escarpment and exposed stream banks. Soil geochemistry could be applied in an effort to gain insight into the possible presence of sub-surface mineralization.

·	The northern 30% of the claim underlain by the Nicola Group. This area could be surface prospected and soil sampled on a reconnaissance scale. Particular attention should be made to the possible presence of ultrabasic rock.

·	If corporate objectives include the industrial minerals zeolite and bentonite then the potential for these minerals should be examined, inventoried and later followed up by surface trenching. Old trenches should be located and re-examined.

·	A cursory surface examination should be made of the small area underlain by Coast Intrusive rock to ascertain its potential for mineralization and subsequent follow-up detailed prospecting and soil geochemistry.

 

Geologist/prospector          15 days @ $200/per day	$ 3,000
Data compilation/report writing	3,000
Supervision	1,300
Establishment of recon.             Grid 10 days@ $130/per day	1,300
Sampling               10 days@ $130/per day	1,300
Geochemical analyses            600 samples @ $8/sample	4,800
Vehicle expense               50 days @ $35/day	1,750
Gasoline	500
Food & accommodation             50 days @ $45/day	2,250
Material and supplies	350
Subtotal	19,550
Contingency @ 10%	2,000
Total	$21,550

 

 

 

Baseline:
Stn. 0 + 000 N to Stn. 1 + 200 N	3,600 feet
Stn. 2 + 800 N to Stn. 3 + 000 N	600 feet
	4,200 feet
Grid Sample lines:
Stn. 0 + 000 N to Stn. 0 + 300 W	900 feet
Stn. 0 + 090 N to Stn. 0 + 300 W	900 feet
Stn. 0 + 810 N to Stn. 0 + 250 W	750 feet
Stn. 0 + 990 N to Stn. 0 + 350 W	1,050 feet
Stn. 1 + 200 N to Stn. 0 + 250 W	750 feet
Stn. 2 + 800 N to Stn. 1 + 500 W	4,500 feet
Stn. 3 + 000 N to Stn. 1 + 500 W	4,500 feet
	13,350 feet
Total base and grid sample lines	17,550 feet

 

 

 

Stn. 0 + 000 N	- 0 + 190 W.	Coalmont Trail
	- 0 + 685 W.	Collins Gulch, East
	- 0 + 900 W.	Collins Gulch, West
	- 0 + 960 W.	Logging Boundary
	- 0 + 070 W.	Logging Road
	- 0 + 190 W.	Swamp
	- 0 + 320 W.	Logging Road
	- 0 + 500 W.	End	3,600 feet
Stn. 0 + 300 N	- 0 + 260 W.	Coalmont Trail
	- 0 + 750 W.	Collins Gulch
	- 0 + 050 W.	Logging Boundary
	- 0 + 310 W.	Logging Road
	- 0 + 475 W.	Logging Road
	- 0 + 500 W.	End	4,500 feet
Stn. 0 + 600 N	- 0 + 180 W.	Coalmont Trail
	- 0 + 710 W.	Collins Gulch
		Extreme Topography End	2, 130 feet
Stn 0 + 720 N	- 0 + 030 W.	Coalmont Trail
	- 0 + 720 W.	Collins Gulch
		Extreme Topography End	2,160 feet
	Total Grid Layout		12,390 feet

 

 

 

 

 

 

Diamond drilling:
Diamond drilling (four holes of 300 feet per hole @ $25 per foot) (i)		$30,000
Independent consultant’s fees, core logging, splitting, Program management (14 days @ $275) (ii)		3,850
Expenses:
4 wheel drive rental (14 days @ $50 per day)	700
Assays of core (80 assays @ $15) (iii)	2,400
Gasoline	100
Accommodation (14 days @ $60)	840
Meals (14 days @ $40)	560
Core boxes - estimated 4 boxes	200
Exploration supplies - estimated	100
Maps and air photos - if required	100
Photocopying report	20
Telephone	25	5,045
Deposit on Reclamation with Ministry (iv)		5,000
Date interpretation and report writing (v)		2,500
		46,395
Contingency reserve (vi)		3,605
Total estimated cost for Phase II		$50,000

(i)

Drilling costs are between $20 to $30 per foot. This price includes mobilization of the drill (transporting the drill to the SF claim and setting it up for drilling) and de-mobilization (the removal of the drill and cleaning the site drilled so that it is roughly in the same condition as prior to the drilling), payment of the drillers and their accommodation during drilling.

 

(ii)

During the drilling program, Stanford might have to retain the services of an independent geologist, if Glen Macdonald is not available, to oversee, on behalf of itself, the drilling activities and ensure that the drilling adheres to the program set forth. As the core is drawn from the hole it will be examined by the geologist and split for assaying.

(iii)

It has been assumed that 40 samples from each drill hole with be sent in for fire assaying for gold or other precious metals.

 

(iv)	Estimated amount for Stanford to pay as a reclamation deposit to ensure the SF claim is basically left in its original condition after the drilling program.

 

 

 

 

 

(v)	Estimated amount for the independent geologist to interpret data and write a report.

(vi)	Contingency reserve to cover any expenditures not known at this time and therefore not accounted for.

 

 

 

 

 

 

 

 

Audit and accounting fees	$ 4,750	(i)
Bank charges	100	(ii)
Filing fees State of Delaware $ 50 Registration fees  175 Edgar filings   1,350	1,575	(iiii)
Miscellaneous expenses	1,000	(iv)
Offering expenses	17,200	(v)
Transfer agent’s fees	1,200	(vi)
Account payable - third parties - as at August 31, 2006	35,853	(vii)
	$ 61,678

 

 

 

(vii)

The accounts payable both before and after the $10,000 payment are as follows:

Creditor	Accounts Payable August 31, 2006	Payment On Account	Net Accounts Payable
Accountant	$23,463	$ -	$23,463
Auditors	2,412	-	2,412
Consultants (*)	6,000	-	6,000
Miscellaneous (**)	208	-	208
Office (***)	6,152	-	6,152
Transfer agent fees and interest	12,618	10,000	2,618
Total accounts payable - Aug 31, 2006	50,853	10,000	40,853
Deduct:- audit under Offering Costs (****)	(5,000)	-	(5,000)
Adjusted accounts payable as per above	$45,853	$10,000	$35,853

(*)	Cost to prepare this prospectus which has been accrued as accounts payable even though it is a cost of the offering.

(**)	Represents monies owed to the individual taking the soil samples on the SF claim.

(***)

Various office expenses such as photocopying, fax and delivery not paid for over the last year, payment to State of Delaware and other charges.

(****)

The cost of preparing the financial statements included in this prospectus has been taken into consideration on page 19 and therefore has been eliminated from the accounts payable figure to avoid duplication.

 

 

 

(1)	Full Fiscal Year of August 31, 2000, 2001, 2002, 2003, 2004 and 2005 and for the nine months ended May 31, 2006

 

	May 31 2006	Aug 31 2005	Aug 31 2004	Aug 31 2003	Aug 31 2002	Aug 31 2001	Aug 31 2000
Assets
Current assets:
Bank	$ -	$ -	$ -	$ -	$ -	$ 1,045	$ 1,111
Total	$ -	$ -	$ -	$ -	$ -	$ 1,045	$ 1,111
Liabilities
Current liabilities:
Accounts payable	$ 51,593	$ 48,573	$ 39,392	$19,554	$ 9,707	$ 6,175	$ 3,338
Due to related Parties	43,244	26,434	11,613	10,068	3,895	2,912	-
Total accounts Payable	94,837	75,007	51,005	29,622	13,602	9,087	3,338
Stockholders’ deficit:
Common stock	2,358	2,358	2,358	2,358	2,358	2,358	2,358
Paid in Capital	3,092	3,092	3,092	3,092	3,092	3,092	3,092
Contributed Surplus	97,650	88,200	75,600	63,000	50,400	37,800	25,200
Deficit	(197,937)	(168,657)	(132,055)	(98,072)	(69,452)	(51,292)	(32,877)
Total stockholders’ deficit	(94,837)	(75,007)	(51,055)	(29,622)	(13,602)	(8,042)	(2,227)
Total	$ -	$ -	$ -	$ -	$ -	$ 1,045	$ 1,111

 

 

 

 

Glen Macdonald	$44,705
Vera McCullough	3,971
	$48,676

 

 

 

 

 

	Nine Months ended May 31 2006	Year ended Aug. 31 2005	Year ended Aug. 31 2004	Year ended Aug. 31 2003	Year ended Aug 31 2002	Year ended Aug 31 2001	From Sept. 24, 1998 to May 31,  2004
Accounting, audit (i)	$ 13,201	$12,735	$ 8,188	$ 8,620	$ 1,750	$ 1,500	$ 49,044
Bank charges and interest (ii)	1,395	1,431	1,001	701	426	84	5,145
Consulting fees (iii)	-	-	6,000	-	-	-	6,000
Edgarizering Fees	-	3,750	2,000	-	-	-	5,750
Exploration expenses (iv)	3,722	3,510	1,544	500	1,282	2,912	13,470
Filing fees (v)	-	257	235	378	502	120	2,022
Legal	-	-	93	4,408	-	-	4,501
Management fees (vi)	4,500	6,000	6,000	6,000	6,000	6,000	46,500
Office (vii)	312	1,119	1,122	213	385	-	3,330
Rent (viii)	3,150	4,200	4,200	4,200	4,200	4,200	32,550
Telephone (ix)	1,800	2,400	2,400	2,400	2,400	2,400	18,600
Transfer agent’s fees (x)	1,200	1,200	1,200	1,200	1,215	1,200	11,025
Net loss for the period	$29,280	$36,602	$33,983	$28,620	$18,160	$18,416	$197,937

 

 

 

	August 2005	August 2004	August 2003	August 2002	August 2001	August 2000
Fees paid to SEC	$ -	$ -	$ 100	$ -	$ -	$ -
Basic franchise tax	30	30	30	30	30	30
Filing fee for franchise tax (a)	28	30	20	20	20	20
Interest and penalty (b)	-	-	53	75	70	50
Registration fee (c)	199	175	175	150	-	-
Reinstatement fee (d)	-	-	-	227	-	-
	$ 257	$ 235	$ 378	$ 502	$ 120	$ 100

(a)	In 2004 the State of Delaware increased the franchise tax.

(b)	Interest and penalties is charged by the State of Delaware on late filing of the franchise fees.

 

 

 

 

(c)	For the years 2000 and 2001, Stanford was late in paying its registered agent fee. Stanford has re-instated itself with The Company Corporation and will maintain itself in good standing with its registered agent in the future.

(d)	In re-instating itself in the State of Delaware, Stanford paid the following additional fees besides the registered agent fee of $150 and the annual payment to the State of Delaware:

State fee	$95
Recording fee	24
Service fee	90
Federal Express charges	18
	$227

 

 

 

 

1.	the approval of the audited financial statements for the fiscal year ended August 31, 2002;

2.	the election of the Board of Directors comprising Glen Macdonald, Vera McCullough and William Nielsen;

3.	the appointment of Amisano Hanson as auditors for the ensuing year; and

4.	the approval of the issuance of a maximum 1,000,000 common shares at a price of $0.20 per share as indicated under this prospectus; and