Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2010
Commission file number 333-148710
SANDFIELD VENTURES CORP.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Third Floor, Olde Towne Marina
Sandyport, Nassau, Bahamas SP-63777
(Address of principal executive offices, including zip code)
888-593-0181
(Telephone number, including area code)
Resident Agents of Nevada
711 S. Carson Street, Suite 4
Carson City, NV 89701
(Name and Address of Agent for Service)
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 such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller 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 [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 7,000,000 shares as of July 15, 2010
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended May 31, 2010
immediately follow.
2
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Balance Sheet
As of As of
May 31, November 30,
2010 2009
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 15,656 $ 22,937
Deposits -- 1,400
-------- --------
TOTAL CURRENT ASSETS 15,656 24,337
-------- --------
TOTAL ASSETS $ 15,656 $ 24,337
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Due to a Director $ -- $ 500
-------- --------
TOTAL CURRENT LIABILITIES -- 500
-------- --------
TOTAL LIABILITIES -- 500
-------- --------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 7,000,000 shares issued and outstanding
as of May 31, 2010 and November 30, 2009 7,000 7,000
Additional paid-in capital 68,000 68,000
Deficit accumulated during exploration stage (59,345) (51,163)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 15,656 23,837
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 15,656 $ 24,337
======== ========
See Notes to Financial Statements
3
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Operations
November 5, 2007
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
May 31, May 31, May 31, May 31, May 31,
2010 2009 2010 2009 2010
----------- ----------- ----------- ----------- -----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
----------- ----------- ----------- ----------- -----------
TOTAL REVENUES -- -- -- -- --
PROFESSIONAL FEES 1,400 1,400 4,400 4,300 19,300
MINERAL EXPENDITURES -- -- -- -- 24,540
GENERAL & ADMINISTRATIVE EXPENSES 1,870 459 3,781 2,040 15,505
----------- ----------- ----------- ----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (3,270) (1,859) (8,181) (6,340) (59,345)
----------- ----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (3,270) $ (1,859) $ (8,181) $ (6,340) $ (59,345)
=========== =========== =========== =========== ===========
BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 7,000,000 7,000,000 7,000,000 7,000,000
=========== =========== =========== ===========
See Notes to Financial Statements
4
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Cash Flows
November 5, 2007
Six Months Six Months (inception)
Ended Ended through
May 31, May 31, May 31,
2010 2009 2010
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (8,181) $ (6,340) $(59,345)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Deposits 1,400 (4,500) --
Accounts Payable -- (2,850) --
Due to a Director (500) -- --
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (7,281) (13,690) (59,345)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- -- 7,000
Additional paid-in capital -- -- 68,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- -- 75,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (7,281) (13,690) 15,656
CASH AT BEGINNING OF PERIOD 22,937 50,675 --
-------- -------- --------
CASH AT END OF YEAR $ 15,656 $ 36,985 $ 15,656
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
5
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Sandfield Ventures Corp. (the Company) was incorporated under the laws of the
State of Nevada on November 5, 2007. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization, development of its business plan and
has completed the first two stages of its exploration program.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a November 30, year-end.
BASIC EARNINGS (LOSS) PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net earnings (loss) per share amounts is computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.
CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with ASC No. 250
all adjustments are normal and recurring.
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SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
In February 2010, the FASB issued Accounting Standards Update ("ASU") No.
2010-09, "Amendments to Certain Recognition and Disclosure Requirements" ("ASU
2010-09"), which is included in the FASB Accounting Standards Codification (the
"ASC") Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC filer is
required to evaluate subsequent events through the date that the financial
statements are issued. ASU 2010-09 is effective upon the issuance of the final
update and did not have a significant impact on the Company's financial
statements.
In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures about
Fair Value Measurements" ("ASU 2010-06"), which is included in the ASC Topic 820
(Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures
on the amount and reason for transfers in and out of Level 1 and 2 fair value
measurements. ASU 2010-06 also requires disclosure of activities, including
purchases, sales, issuances, and settlements within the Level 3 fair value
measurements and clarifies existing disclosure requirements on levels of
disaggregation and disclosures about inputs and valuation techniques. ASU
2010-06 is effective for interim and annual reporting periods beginning after
December 15, 2009. The Company is currently assessing the impact of adoption of
ASU 2009-14 and does not currently plan to early adopt.
7
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (Continued)
In August 2009 the FASB issued Accounting Standards Update ("ASU") No. 2009-05
"Amendments to Certain Recognition and Disclosure Requirements", ("ASU 2009-05")
which is included in the ASC Topic 820 (Fair Value Measurements and
Disclosures). ASU 2009-05 provides clarification that the fair value measurement
of liabilities in which a quoted price in an active market for the identical
liability is not available should be developed based on a valuation technique
that uses the quoted price of the identical liability when traded as an asset or
quoted prices for similar liabilities when traded as assets or another valuation
technique that is consistent with the principles of Topic 820. ASU 2009-05 also
clarifies that there is no requirement to adjust the fair value related to the
existence of a restriction that prevents the transfer of the liability and that
both a quoted price in an active market for the identical liability at the
measurement date and the quoted price for the identical liability when traded as
an asset in an active market when no adjustments to the quoted price of the
asset are required are Level 1 fair value measurements. ASU 2009-05 was
effective for the Company as of October 31, 2009 and did not have a significant
impact on the Company's financial statements.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company's interim quarterly period beginning July 1, 2009.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
8
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (Continued)
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. This FSP also amends APB Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized
financial information at interim reporting periods. This FSP shall be effective
for interim reporting periods ending after June 15, 2009. The Company does not
have any fair value of financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R). The
FSP deals with the initial recognition and measurement of an asset acquired or a
liability assumed in a business combination that arises from a contingency
provided the asset or liability's fair value on the date of acquisition can be
determined. When the fair value can-not be determined, the FSP requires using
the guidance under SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss.
This FSP was effective for assets or liabilities arising from contingencies in
business combinations for which the acquisition date is on or after January 1,
2009. The adoption of this FSP has not had a material impact on our financial
position, results of operations, or cash flows during the six months ended May
31, 2010.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
9
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS (Continued)
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies 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. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
NOTE 4. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from November 5, 2007 (date of
inception) to May 31, 2010 and generated a net loss of $59,345. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. The Company is currently in the exploration stage and has minimal
expenses, however, management believes that the company's current cash of
$15,656 is sufficient to cover the expenses they will incur during the next
twelve months in a limited operations scenario or until they raise additional
funding.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
10
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 6. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Between June
1, 2009 and August 31, 2009 the Company paid a director $300 per month for use
of office space and services. Starting September 1, 2009 the Company has been
paying a director $500 per month for use of office space and services.
The sole officer and director of the Company may, in the future, become involved
in other business opportunities as they become available, he may face a conflict
in selecting between the Company and his other business opportunities. The
Company has not formulated a policy for the resolution of such conflicts.
NOTE 7. INCOME TAXES
As of May 31,
2010
--------
Deferred tax assets:
Net operating tax carryforwards $ 59,345
Tax rate 34%
--------
Gross deferred tax assets 20,177
Valuation allowance (20,177)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 8. NET OPERATING LOSSES
As of May 31, 2010, the Company has a net operating loss carryforwards of
approximately $59,345. Net operating loss carryforward expires twenty years from
the date the loss was incurred.
NOTE 9. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
11
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
May 31, 2010
NOTE 9. STOCK TRANSACTIONS (Continued)
On November 5, 2007, the Company issued a total of 3,000,000 shares of common
stock to Mark Holcombe for cash in the amount of $0.005 per share for a total of
$15,000.
On July 23, 2008, the Company issued a total of 4,000,000 shares of common stock
to 27 unrelated shareholders for cash in the amount of $0.015 per share for a
total of $60,000 pursuant to the Compay's SB-2 registration statement.
As of May 31, 2010, the Company had 7,000,000 shares of common stock issued and
outstanding.
NOTE 10. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of May 31, 2010:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 7,000,000 shares
issued and outstanding.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing and actual results may differ materially from historical
results or our predictions of future results.
RESULTS OF OPERATIONS
We are still in our exploration stage and have generated no revenues to date.
We incurred operating expenses of $3,270 and $1,859 for the three months ended
May 31, 2010 and 2009. These expenses consisted of general operating expenses
and professional fees incurred in connection with the day to day operation of
our business and the preparation and filing of our required reports with the
U.S. Securities and Exchange Commission.
Our net loss from inception (November 5, 2007) through May 31, 2010 was $59,345,
of this amount $24,540 were exploration expenditures.
We have sold $75,000 in equity securities to date. We sold $15,000 in equity
securities to our officer and director and $60,000 to independent investors.
The following table provides selected financial data about our company for the
quarter ended May 31, 2010.
Balance Sheet Data: 5/31/10
------------------- -------
Cash $15,656
Total assets $15,656
Total liabilities $ 0
Shareholders' equity $15,656
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at May 31, 2010 was $15,656. Management believes the current
funds available to the company will fund our operations for the next twelve
months. We are an exploration stage company and have generated no revenue to
date.
PLAN OF OPERATION
Phase 1 of the exploration program on the claims held by the company was
completed in April 2008. We received the results from the geologist and he
recommended that a fill-in sampling (Phase 1A) take place before the Phase 2
13
work was considered. This program entailed sampling about the anomalous,
coincident concentrations of samples from Phase 1. The program required taking a
similar number of samples as taken in Phase 1, but in a more detailed fashion
about the anomalies. The cost for this program was $10,500. The fieldwork was
completed and we received the results.
Based upon the geologist's recommendations we have abandoned further exploration
on the property.
Our plan of operation for the next twelve months is to secure another property
on which we will carry out a new exploration program. Total expenditures over
the next 12 months are expected to be approximately $15,000.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended May 31, 2010 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31 Sec. 302 Certification of Principal Executive & Financial Officer
32 Sec. 906 Certification of Principal Executive & Financial Officer
----------
* Document is incorporated by reference and can be found in its entirety in
our Registration Statement on Form SB-2, SEC File Number 333-148710, at the
Securities and Exchange Commission website at www.sec.gov.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
July 15, 2010 Sandfield Ventures Corp.
/s/ Mark Holcombe
--------------------------------------------------
By: Mark Holcombe
(Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer, President,
Secretary, Treasurer & Sole Director)
1
