Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Form SB-2 of Sandfield Ventures Corp 54 178K
8: SB-2 PDF of Registration Statement -- sb2 PDF 508K
2: EX-3.1 Articles of Incorporation 5 19K
3: EX-3.2 Bylaws 19 83K
4: EX-5.1 Opinion & Consent of Counsel 2 10K
5: EX-23.2 Consent of Independent Auditor 1 6K
6: EX-99.1 Subscription Agreement 2 9K
7: EX-99.2 Geology Report 23 42K
As filed with the Securities and Exchange Commission on January 17, 2008
Registration No. 333-______
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Sandfield Ventures Corp.
(Name of Small Business Issuer in Its Charter)
[Download Table]
NEVADA 1000 26-1367322
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
Caves Village, West Bay Street
Nassau, New Providence, Bahamas CB-12042 (888) 593-0181 (888) 593-0181
(Address of Principal Executive Offices) (Telephone Number) (Fax Number)
Resident Agents of Nevada
711 S. Cason Street, Suite 4
Carson City, NV 89701 (888) 593-0181 (888) 593-0181
(Name and Address of Agent for Service) (Telephone Number) (Fax Number)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (2) Price (3) Fee (1)
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Common Stock
Shares 4,000,000 $0.015 $60,000 $2.36
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(1) Registration Fee has been paid via Fedwire.
(2) This is the initial offering and no current trading market exists for our
common stock. The price paid for the currently issued and outstanding
common stock was valued at $0.005 per share.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
SANDFIELD VENTURES CORP.
4,000,000 SHARES OF COMMON STOCK AT $.015 PER SHARE
This is the initial offering of common stock of Sandfield Ventures Corp. and no
public market currently exists for the securities being offered. Sandfield
Ventures Corp. is offering for sale a total of 4,000,000 of common stock at a
price of $0.015 per share. The offering is being conducted on a
self-underwritten, all-or-none basis, which means our officer and director will
attempt to sell the shares. We intend to open a standard, non-interest bearing,
bank checking account to be used only for the deposit of funds received from the
sale of the shares in this offering. If all the shares are not sold and the
total offering amount is not deposited by the expiration date of the offering,
the funds will be promptly returned to the investors, without interest or
deduction. The shares will be offered at a price of $.015 per share for a period
of one hundred and eighty (180) days from the effective date of this prospectus,
unless extended by our board of directors for an additional 90 days. The
offering will end on _______________.
Sandfield Ventures Corp. is an exploration stage company and currently has no
operations. Any investment in the shares offered herein involves a high degree
of risk. You should only purchase shares if you can afford a loss of your
investment. Our independent auditor has issued an audit opinion for Sandfield
Ventures Corp. which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS, PARTICULARLY, THE
RISK FACTORS SECTION BEGINNING ON PAGE 4.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL, ACCURATE, CURRENT OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
Offering Total
Price Amount of Underwriting Proceeds
Per Share Offering Commissions To Us
--------- -------- ----------- -----
Common Stock $.015 $60,000 $0 $60,000
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop.
Subject to Completion, Dated _______________
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information about Our Company 3
The Offering 3
RISK FACTORS 4
Risks Associated with our Company 4
Risks Associated with this Offering 7
FORWARD LOOKING STATEMENTS 9
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 10
DILUTION 10
PLAN OF DISTRIBUTION 12
Offering will be Sold by Our Officer and Director 12
Terms of the Offering 12
Deposit of Offering Proceeds 13
Procedures for and Requirements for Subscribing 13
LEGAL PROCEEDINGS 13
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON 13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15
DESCRIPTION OF SECURITIES 15
INTEREST OF NAMED EXPERTS AND COUNSEL 16
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES 16
ORGANIZATION WITHIN LAST FIVE YEARS 17
DESCRIPTION OF OUR BUSINESS 17
Glossary 17
General Information 19
Competition 27
Compliance with Government Regulation 27
Patents and Trademarks 28
Need for Any government Approval of Principal Products 28
Research and Development Activities 28
Employees and Employment Agreements 28
Reports to Security Holders 28
PLAN OF OPERATION 29
DESCRIPTION OF PROPERTY 34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 34
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 34
EXECUTIVE COMPENSATION 36
FINANCIAL STATEMENTS 37
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 37
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SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "Sandfield" and "Sandfield Ventures" are to
Sandfield Ventures Corp.
Sandfield Ventures Corp. was incorporated in the State of Nevada on November 5,
2007 to engage in the acquisition, exploration and development of natural
resource properties. We intend to use the net proceeds from this offering to
develop our business operations. (See "Business of the Company" and "Use of
Proceeds".) We are an exploration stage company with no revenues or operating
history. The principal executive offices are located at Caves Village, West Bay
Street, Nassau, New Providence, Bahamas. The telephone number is (888)593-0181.
We received our initial funding of $15,000 through the sale of common stock to
our officer who purchased 3,000,000 shares of our common stock at $0.005 per
share on November 5, 2007. From inception until the date of this filing we have
had limited operating activities. Our financial statements from inception
(November 5, 2007) through the year ended November 30, 2007 report no revenues
and a net loss of $690. Our independent auditor has issued an audit opinion for
Sandfield Ventures Corp. which includes a statement expressing substantial doubt
as to our ability to continue as a going concern.
Our mineral claims have been staked and we hired a professional mining engineer
to prepare a geological report. We have not yet commenced any exploration
activities on the claims. Our property, known as the Git 1-4 Mineral Claims may
not contain any reserves and funds that we spend on exploration will be lost.
Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds to
bring our claims to production.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
OFFERING
Securities Being Offered 4,000,000 shares of common stock.
Price per Share $0.015
Offering Period The shares are offered for a period not to exceed
180 days, unless extended by our board of
directors for an additional 90 days.
Net Proceeds $60,000
Securities Issued
and Outstanding 3,000,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Registration costs We estimate our total offering registration costs
to be $6,400.
3
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.
Our current operating funds are less than necessary to complete the
intended exploration program on our mineral claims. We will need the funds
from this offering to complete our business plan. As of November 30, 2007,
we had cash in the amount of $14,310. We currently do not have any
operations and we have no income.
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.
We have not yet commenced exploration on the Git 1-4 Mineral Claims.
Accordingly, we have no way to evaluate the likelihood that our business
will be successful. We were incorporated on November 5, 2007 and to date
have been involved primarily in organizational activities and the
acquisition of the mineral claims. Potential investors should be aware of
the difficulties normally encountered by new mineral exploration companies
and the high rate of failure of such enterprises. The likelihood of success
must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of
the mineral properties that we plan to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. Prior to completion of our exploration stage, we anticipate that
we will incur increased operating expenses without realizing any revenues.
We recognize that if we are unable to generate significant revenues from
development and production of minerals from the claims, we will not be able
to earn profits or continue operations. There is no history upon which to
base any assumption as to the likelihood that we will prove successful, and
it is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks,
our business will most likely fail.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR SANDFIELD VENTURES WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 3 of our accompanying financial statements, our lack
of operations and any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
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OUR MINERAL EXPLORATION EFFORTS MAY BE UNSUCCESSFUL RESULTING IN ANY FUNDS SPENT
ON EXPLORATION BEING LOST.
No known bodies of commercial ore or economic deposits have been
established on our properties. Even in the event commercial quantities of
minerals are discovered, the exploration property might not be brought into
a state of commercial production. Finding mineral deposits is dependent on
a number of factors, including the technical skill of exploration personnel
involved. The commercial viability of a mineral deposit once discovered is
also dependent on a number of factors, some of which are particular
attributes of the deposit, such as size, grade and proximity to
infrastructure, as well as metal prices.
BECAUSE WE HAVE NOT SURVEYED THE GIT 1-4 CLAIMS, WE MAY DISCOVER MINERALIZATION
ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.
While we have conducted a mineral claim title search, this should not be
construed as a guarantee of claim boundaries. Until the claims are
surveyed, the precise location of the boundaries of the claims may be in
doubt. If we discover mineralization that is close to the claim boundaries,
it is possible that some or all of the mineralization may occur outside the
boundaries. In such a case we would not have the right to extract those
minerals.
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION IF MINERALIZATION IS FOUND.
Our ability to generate revenues and profits is expected to occur through
exploration, development and production of our property. Substantial
expenditures will be incurred in an attempt to establish the economic
feasibility of mining operations by identifying mineral deposits and
establishing ore reserves through drilling and other techniques, developing
metallurgical processes to extract metals from ore, designing facilities
and planning mining operations. The economic feasibility of a project
depends on numerous factors, including the cost of mining and production
facilities required to extract the desired minerals, the total mineral
deposits that can be mined using a given facility, the proximity of the
mineral deposits to a user of the minerals, and the market price of the
minerals at the time of sale. There is no assurance that our exploration
program will result in the identification of deposits that can be mined
profitably.
If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claims into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
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funds is through the sale of equity capital. Any sale of share capital will
result in dilution to existing shareholders. We may be unable to obtain any
such funds, or to obtain such funds on terms that we consider economically
feasible and you may lose any investment you make in this offering.
IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.
It is possible that snow or rain could cause the roads providing access to
our claims to become impassable. Snowfall in the area of the claims would
typically be from the end of December to February. If the roads are
impassable we would be delayed in our exploration timetable.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
Laws and regulations govern the exploration, development, mining,
production, importing and exporting of minerals; taxes; labor standards;
occupational health; waste disposal; protection of the environment; mine
safety; toxic substances; and other matters. In many cases, licenses and
permits are required to conduct mining operations. Amendments to current
laws and regulations governing operations and activities of mining
companies or more stringent implementation thereof could have a substantial
adverse impact on us. Applicable laws and regulations will require us to
make certain capital and operating expenditures to initiate new operations.
Under certain circumstances, we may be required to stop exploration
activities once they are started until a particular problem is remedied or
to undertake other remedial actions.
THE MINING INDUSTRY IS HIGHLY SPECULATIVE AND INVOLVES SUBSTANTIAL RISKS.
The mining industry, from exploration, development and production is a
speculative business, characterized by a number of significant risks
including, among other things, unprofitable efforts resulting not only from
the failure to discover mineral deposits but from finding mineral deposits
which, though present, are insufficient in quantity and quality to return a
profit from production. The marketability of minerals acquired or
discovered may be affected by numerous factors which are beyond our control
and which cannot be accurately predicted, such as market fluctuations, the
proximity and capacity of milling facilities, mineral markets and
processing equipment, and government regulations, including regulations
relating to royalties, allowable production, importing and exporting of
minerals, and environmental protection. The combination of such factors may
result in our not receiving an adequate return on investment capital.
BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY
NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
6
Mr. Mark Holcombe, our sole officer and director of the company, currently
devotes approximately 5-7 hours per week providing management services to
us. While he presently possesses adequate time to attend to our interests,
it is possible that the demands on him from his other obligations could
increase, with the result that he would no longer be able to devote
sufficient time to the management of our business. This could negatively
impact our business development.
RISKS ASSOCIATED WITH THIS OFFERING:
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities
and Exchange Act of 1934, and rules of the Commission. The Exchange Act and
such penny stock rules generally impose additional sales practice and
disclosure requirements on broker-dealers who sell our securities to
persons other than certain accredited investors who are, generally,
institutions with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000
jointly with spouse), or in transactions not recommended by the
broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition,
the broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid
and offer quotations, the compensation to be received by the broker-dealer
and certain associated persons, and deliver certain disclosures required by
the Commission. Consequently, the penny stock rules may make it difficult
for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them
through our officer and director, who will receive no commissions. He will
offer the shares to friends, relatives, acquaintances and business
associates, however; there is no guarantee that he will be able to sell any
of the shares. Unless he is successful in selling all of the shares and we
receive the proceeds from this offering, we may have to seek alternative
financing to implement our business plans.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no
demand for our common stock and no public market exists for the shares
being offered in this prospectus. We plan to contact a market maker
immediately following the completion of the offering and apply to have the
shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a
7
regulated quotation service that displays real-time quotes, last sale
prices and volume information in over-the-counter (OTC) securities. The
OTCBB is not an issuer listing service, market or exchange. Although the
OTCBB does not have any listing requirements per se, to be eligible for
quotation on the OTCBB, issuers must remain current in their filings with
the SEC or applicable regulatory authority. Market makers are not permitted
to begin quotation of a security whose issuer does not meet this filing
requirement. 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 required filing during that time. We
cannot guarantee that our application will be accepted or approved and our
stock listed and quoted for sale. As of the date of this filing, there have
been no discussions or understandings between Sandfield Ventures Corp., or
anyone acting on our behalf, with any market maker regarding participation
in a future trading market for our securities. If no market is ever
developed for our common stock, it will be difficult for you to sell any
shares you purchase in this offering. In such a case, you may find that you
are unable to achieve any benefit from your investment or liquidate your
shares without considerable delay, if at all. In addition, if we fail to
have our common stock quoted on a public trading market, your common stock
will not have a quantifiable value and it may be difficult, if not
impossible, to ever resell your shares, resulting in an inability to
realize any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing stockholder acquired his shares at a cost of $.005 per share,
a cost per share substantially less than that which you will pay for the
shares you purchase in this offering. Upon completion of this offering the
net tangible book value of the shares held by our existing stockholder
(3,000,000 shares) will be increased by $.004 per share without any
additional investment on his part. The purchasers of shares in this
offering will incur immediate dilution (a reduction in the net tangible
book value per share from the offering price of $.015 per share) of $.006
per share. As a result, after completion of the offering, the net tangible
book value of the shares held by purchasers in this offering would be $.009
per share, reflecting an immediate reduction in the $.015 price per share
they paid for their shares.
WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD IN
AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IF
ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares in this offering will be
deposited into a standard bank checking account until all shares are sold
and the offering is closed, at which time, the proceeds will be transferred
to our business operating account. In the event all shares are not sold we
have committed to promptly return all funds to the original purchasers.
However since the funds will not be placed into an escrow, trust or other
similar account, there can be no guarantee that any third party creditor
8
who may obtain a judgment or lien against us would not satisfy the judgment
or lien by executing on the bank account where the offering proceeds are
being held, resulting in a loss of any investment you make in our
securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan allows for the payment of the estimated $6,400 cost of
this registration statement to be paid from existing cash on hand. We plan
to contact a market maker immediately following the close of the offering
and apply to have the shares quoted on the OTC Electronic Bulletin Board.
To be eligible for quotation, issuers must remain current in their filings
with the SEC. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult
for you to resell any shares you may purchase, if at all.
MR. HOLCOMBE, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS
100% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS
OFFERING HE WILL OWN 42% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS
SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the amount of Mr. Holcombe's share ownership in our company, if he
chooses to sell his shares in the public market, the market price of our
stock could decrease and all shareholders suffer a dilution of the value of
their stock. If he does sell any of his common stock, he will be subject to
Rule 144 under the 1933 Securities Act.
FORWARD LOOKING STATEMENTS
This prospectus 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. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
9
USE OF PROCEEDS
Assuming sale of all of the shares offered herein, of which there is no
assurance, the net proceeds from this Offering will be $60,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering:
Total Proceeds to the Company $60,000
Phase One Exploration Program 8,500
Phase Two Exploration Program 11,500
Phase Three Exploration Program 30,000
Administration and Office Expense 3,000
Legal and Accounting 4,500
Working Capital 2,500
-------
Total Use of Net Proceeds $60,000
=======
We will establish a separate bank account and all proceeds will be deposited
into that account until the total amount of the offering is received and all
shares are sold, at which time the funds will be released to us for use in our
operations. In the event we do not sell all of the shares before the expiration
date of the offering, all funds will be returned promptly to the subscribers,
without interest or deduction. If necessary our director has verbally agreed to
loan the company funds to complete the registration process, but we will require
full funding to implement our complete business plan.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered and the offering price, we took into
consideration our cash on hand and the amount of money we would need to
implement our business plans. Accordingly, the offering price should not be
considered an indication of the actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholder.
10
As of November 30, 2007, the net tangible book value of our shares was $14,310
or $0.005 per share, based upon 3,000,000 shares outstanding.
Upon completion of this offering, but without taking into account any change in
the net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$60,000, the net tangible book value of the 7,000,000 shares to be outstanding
will be $64,310, or approximately $.009 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholder (3,000,000 shares)
will be increased by $.004 per share without any additional investment on his
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.015 per share) of $.006 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.009 per share, reflecting an immediate reduction in the
$.015 price per share they paid for their shares.
After completion of the offering, the existing shareholder will own 42% of the
total number of shares then outstanding, for which he will have made an
investment of $15,000, or $.005 per share. Upon completion of the offering, the
purchasers of the shares offered hereby will own 58% of the total number of
shares then outstanding, for which they will have made a cash investment of
$60,000, or $.015 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $ .015
Net Tangible Book Value Prior to this Offering $ .005
Net Tangible Book Value After Offering $ .009
Immediate Dilution per Share to New Investors $ .006
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholder $ .005 3,000,000 42% $15,000
Investors in
This Offering $ .015 4,000,000 58% $60,000
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PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officer and director to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Mark Holcombe, our
officer and director, will sell the shares and intends to offer them to friends,
family members and business acquaintances. In offering the securities on our
behalf, he will rely on the safe harbor from broker dealer registration set out
in Rule 3a4-1 under the Securities Exchange Act of 1934.
Our officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer and director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
b. Our officer and director will not be compensated in connection with
his participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities; and
c. Our officer and director is not, nor will he be at the time of his
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer and director meets the conditions of paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs,
or is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) is not a broker or
dealer, or been an associated person of a broker or dealer, within the
preceding twelve months; and (C) has not participated in selling and
offering securities for any Issuer more than once every twelve months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Our officer, director, control person and affiliates do not intend to purchase
any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.015 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
12
This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Board of
Directors for an additional 90 days.
DEPOSIT OF OFFERING PROCEEDS
This is a an "all or none" offering and, as such, we will not be able to spend
any of the proceeds unless all the shares are sold and all proceeds are
received. We intend to hold all funds collected from subscriptions in a separate
bank account until the total amount of $60,000 has been received. At that time,
the funds will be transferred to our business account for use in the
implementation of our business plan. In the event the offering is not sold out
prior to the Expiration Date, all money will be promptly returned to the
investors, without interest or deduction. We determined the use of the standard
bank account was the most efficient use of our current limited funds. Please see
the risk factor section to read the related risk to you as a purchaser of any
shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or bank
draft to us. Subscriptions, once received by the company, are irrevocable. All
checks for subscriptions should be made payable to Sandfield Ventures Corp.
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
The officer and director of Sandfield Ventures Corp., whose one year terms will
expire 12/31/08, or at such a time as their successor(s) shall be elected and
qualified are as follows:
Name & Address Age Position Date First Elected Term Expires
-------------- --- -------- ------------------ ------------
Mark Holcombe 39 President, 11/05/07 12/31/08
Caves Village, West Bay St. Secretary,
Nassau, New Providence Treasurer,
Bahamas CB-12043 CFO, CEO &
Director
13
The foregoing person is a promoter of Sandfield Ventures Corp., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Holcombe currently devotes 5-7 hours per week to company matters. After
receiving funding per our business plan he intends to devote as much time as the
board of directors deems necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
BACKGROUND INFORMATION
MARK HOLCOMBE has been the President, Secretary, Treasurer and a Director of
Sandfield Ventures Corp. since inception.
Since October 1st, 2006, Mr. Holcombe has been the Managing Director and Founder
of Stirling Partners (Cayman) Limited and Stirling Partners (Bahamas) Limited.
He is currently working with a number of developing energy companies in the
fields of solar, wind, bio-diesel, ethanol and LNG alternative fuel sources.
Prior to Stirling Partners (Bahamas) Limited, Mr. Holcombe had extensive
investment banking experience in all aspects of corporate finance including
analysis and execution of merger and acquisitions, acquisition and project
financing, with specialized experience in metals and mining, industrial and
various natural resource industries. Some of his noteworthy positions included
Head of Corporate Development for GEM Global Equities Management, S.A. (February
2004 - May 2006), Vice President of Finance and Corporate Development for
Excalibur Pallet Group (February 2002 - January 2004), and Director of Corporate
Development for NBCi (May 2000 - April 2001). He also registered GEM Global
Equities Management, S.A. with the Securities and Exchange Commission in 2006
and served as the Company's first Chief Compliance Officer.
14
Mr. Holcombe received a B.A. for Colgate University in 1990 and has taken
continuing education classes at Royal School of Mines and Colorado School of
Mines.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Sandfield
Ventures Corp. voting securities by officers, directors and major shareholders
as well as those who own beneficially more than five percent of our common stock
as of the date of this prospectus:
No. of No. of
Shares Shares Percentage of Ownership
Name and Address Before After Before After
Beneficial Owner (1) Offering Offering Offering Offering
---------------- -------- -------- -------- --------
Mark Holcombe 3,000,000 3,000,000 100% 42%
All Officers and
Directors as a Group 3,000,000 3,000,000 100% 42%
----------
(1) The person named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
15
NON-CUMULATIVE VOTING
The holders of shares of common stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 42% of the outstanding
shares. (See "Principal Stockholders".)
CASH DIVIDENDS
As of the date of this prospectus, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent factors. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the period from inception to the year ended
November 30, 2007, included in this prospectus, have been audited by George
Stewart, CPA, 2301 South Jackson St., Suite 101-G, Seattle, WA 98144. We include
the financial statements in reliance on their reports, given upon their
authority as experts in accounting and auditing.
The Law Office of Joseph I. Emas, Esq., has passed upon the validity of the
shares being offered and certain other legal matters and is representing us in
connection with this offering.
James W. McLeod, Professional Geologist of 4590 Doedar Road, Silver Springs, NV
89429 , has provided us with the geology report from which the exploration
program contained herein is based upon.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
16
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ORGANIZATION WITHIN THE LAST FIVE YEARS
Sandfield Ventures Corp. was incorporated in Nevada on November 5, 2007 to
engage in the business of acquisition, exploration and development of natural
resource properties. At that time Mark Holcombe was named sole officer and
director of the company. At that time the Board of Directors voted to seek
capital and begin development of our business plan. We received our initial
funding of $15,000 through the sale of common stock to Mr. Holcombe who
purchased 3,000,000 shares of our Common Stock at $0.005 per share on November
5, 2007.
DESCRIPTION OF BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report.
There is the likelihood of our mineral claims containing little or no economic
mineralization or reserves of silver and other minerals. The Git property
consisting of four contiguous, located, lode mineral claims comprising a total
of 82.64 acres, are the only claims currently in the company's portfolio. If our
claims do not contain any reserves all funds that we spend on exploration will
be lost. Even if we complete our current exploration program and are successful
in identifying a mineral deposit we will be required to expend substantial funds
on further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit or reserve.
GLOSSARY
Aeromagnetic survey - a magnetic survey conducted from the air normally using a
helicopter or fixed-wing aircraft to carry the detection instrument and the
recorder.
Alluvial - unconsolidated sediments that are carried and hence deposited by a
stream or river. In the southwest USA most in filled valleys often between
mountain ranges were deposited with alluvium.
Andesitic to basaltic composition - a range of rock descriptions using the
chemical make-up or mineral norms of the same.
17
Aphanitic - extremely fine grained crystalline texture.
Blind-basin - a basin practically closed off by enveloping rock exposures making
the central portion of unconsolidated alluvial basin isolated.
Colluvium - loose, unconsolidated material usually derived by gravitational
means, such as falling from a cliff or scarp-face and often due to a sort of
benign erosion such as heating and cooling in a desert environment.
Desert wash - out-wash in dry (desert) or arid areas of colluvium or alluvial
material accumulated on the sides of valleys or basin channels by often
irregular and violent water flow, i.e. flash floods.
Elongate basin - a longer than wide depression that could be favorable to
in-filling by material from adjacent eroding mountains.
Formation - the fundamental unit of similar rock assemblages used in
stratigraphy.
Hornfels - a fine grained (contact) metamorphic rock that is without schistocity
or foliation (parting) and often exhibits a characteristic "ring" when hit with
a rock hammer.
Intermontane belt - between mountains (ranges), a usually longer than wide
depression occurring between enclosing mountain ranges that supply the erosional
material to infill the basin.
Lode mineral claim (Nevada) - with a maximum area contained within 1500' long by
600' wide = 20.66 acres.
Metamorphism - a change in the character of a rock without the addition of new
material generally by the processes of pressure and temperature.
Nuees Ardante or Ladu - an extremely hot, gaseous, somewhat horizontally ejected
lava, often from near the summit that accentuates the downward flow or "glowing
avalanche" because of its mobility.
Overburden or Drift Cover - any loose material which overlies bedrock.
Plagioclase feldspar - a specific range of chemical composition of common or
abundant rock forming silicate minerals.
18
Playa - the lowest part of an intermontane basin which is frequently flooded by
run-off from the adjacent highlands or by local rainfall.
Plutonic, igneous or intrusive rock - usually a medium to coarser grain sized
crystalline rock that generally is derived from a sub-surface magma and then
consolidated, such as in dykes, plugs, stocks or batholiths, from smallest to
largest.
Porphyritic in augite pyroxene - Large porphyroblasts or crystals of a specific
rock-forming mineral, i.e. augite occurring within a matrix of finer grained,
rock-forming minerals.
Quarternary - the youngest period of the Cenozoic era.
Snow equivalent - Approximately 1" of precipitation (rain) = 1' snow.
Syenite - Coarse grained, alkalic, low in quartz intrusive rock.
Trachyte - fine grained or glassy equivalent of a syenite.
Volcaniclastic - Angular to rounded particles of a wide range of size within (a
welded) finer grain-sized matrix of volcanic origin.
GENERAL INFORMATION
The property on which the net proceeds of the offering will be spent, are the
Git 1-4 mineral claims, comprised of 4 contiguous claims totaling 82.64 acres.
The beneficial owner of the mineral claims is Sanfield Ventures Corp., and the
claims are in good standing until September 1, 2008.
The Git 1-4 property lies in the west central area of the State of Nevada west
-southwest of the town of Goldfield and is accessible from Highway 95. The area
experiences about 4" - 8" of precipitation annually of which about 20% may occur
as a snow equivalent. The town of Tonapah that lies 20 miles to the north of
Goldfield, NV offers much of the necessary infrastructure required to base and
carry-out an exploration program (accommodations, communications, equipment and
supplies). The claim area ranges in elevation from 4,880' - 5,060' mean sea
level. The physiographic setting of the property can be described as open desert
in the valleys within a mosaic of rugged mountain ranges in an interior plateau
setting.
The recorded mining history of the general area dates from the 1860's when
prospectors passed through the area. There were many significant lode gold and
other mineral product deposits developed in the area. We have not carried out
any exploration work on the claims and have incurred no exploration costs. The
future cost of exploration work on the property is disclosed in detail in the
Plan of Operation section of this prospectus.
19
There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators. The
town of Tonapah that lies 20 miles to the north and offers much of the necessary
infrastructure required to base and carry-out an exploration program
(accommodations, communications, equipment and supplies).
A three-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his report. Phase 1 of the
work program will consist of detailed prospecting, mapping and soil
geochemistry. Contingent upon favorable results from Phase 1, Phase 2 work would
consist of magnetometer and VLF electromagnetic, grid controlled surveys over
the areas of interest determined by the Phase 1 survey. Contingent upon the
results of Phases 1 and 2, Phase 3 would consist of an induced polarization
survey over grid controlled anomalous areas of interest outlined by Phase 1&2
fieldwork. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies
would also be carried out.
The cost of the proposed program is $8,500 for the initial phase of exploration
work, $11,500 for the contingent second phase and $30,000 for the third phase.
We plan to commence Phase 1 of the exploration program in the spring of 2008 if
we are able to raise the necessary funds from this offering.
The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report. Because we
have not commenced our exploration program we cannot provide a more detailed
discussion of our plans if we find a viable store of minerals on our property,
as there is no guarantee that exploitable mineralization will be found, the
quantity or type of minerals if they are found and the extraction process that
will be required. We are also unable to assure you we will be able to raise the
additional funding to proceed with any subsequent work on the claims if
mineralization is found.
ACQUISITION OF THE MINERAL CLAIMS
The Git 1-4 Mineral Claims were staked under the supervision of James McLeod,
the consulting geologist, and are recorded in the name of the company. The
claims are in good standing to September 1, 2008.
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
The title for the claims are in good standing until September 2008. During the
first week in August 2008 a filing is to be made by the Company to the County
and Bureau of Land Management that we intend to retain the claims and to
continue performing exploration work on them. Such work will be reported and
filed at the appropriate time.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The Git 1-4 mineral claims are comprised of 4 contiguous claims totaling 82.64
acres. The mineral claim area may be located on the Esmeralda County 1:250,000
or the Paymaster Ridge, 7&1/2' map sheet. At the center of the property, at the
20
4 claim, corner post the latitude is 37(degree) 52.407' N and the longitude is
117(degree) 28.133' W.
The claims are motor vehicle accessible from the Town of Tonopah, Nevada by
traveling 20 miles south along Highway 95 to the paved Alkali - Silver Peak
cut-off. Taking that 15 miles west until the road becomes gravel surfaced to the
Paymaster Canyon gravel road toward the north. This road is taken for 6.5 miles
to the mineral claims.
The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur as a snow equivalent this amount of precipitation suggests a climatic
classification of arid to semi-arid. The summers can experience hot weather,
middle 60's to 70's F(degree) average with high spells of 100+F(degree) while
the winters are generally more severe than the dry belt to the west and can last
from November through February. Temperatures experienced during mid-winter
average, for the month of January, from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).
The Town of Tonopah offers much of the necessary infrastructure required to base
and carry-out an exploration program (accommodations, communications, equipment
and supplies). Larger or more specialized equipment can likely be acquired in
the City of Las Vegas lying 209 miles by paved road (Highway 95) to the south of
Tonopah.
21
[MAP SHOWING THE PROPERTY LOCATION]
22
[MAP SHOWING THE CLAIM LOCATION]
23
HISTORY
The recorded mining history of the general area dates from the 1860's when
prospectors passed through heading north and west. The many significant lode
gold, silver and other mineral product deposits developed in the area was that
of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining
District, 1921 and the Candalaria silver-gold mine which operated as an
underground lode gold deposit in 1922 and again in the 1990's as an open cut,
cyanide heap leach operation.
Previous work completed in the area is helpful as it provides some indication as
to the type, grades and location of minerals present in the area, though there
is no guarantee the previous work will result in any exploitable mineral
deposits on our claims.
GEOLOGICAL SETTING
REGIONAL GEOLOGY
The regional geology of Nevada is depicted as being underlain by all types of
rock units. These appear to range from oldest to youngest in an east to west
direction, respectively. The oldest units are found to occur in the southeast
corner of the State along the Colorado River. The bedrock units exhibit a
north-south fabric of alternating east-west ranges and valleys. This feature may
suggest E-W compression that may have expression as low angle thrust faults on
the west and east walls of Paymaster Canyon (see Figure 3a). Faulting plays a
large part in many areas of Nevada and an even larger part in the emplacement of
mineral occurrences and ore bodies.
LOCAL GEOLOGY
The local geology about the Paymaster Canyon, which lies approximately 15
airmiles to the southwest of Tonopah, NV reveals a N-S trending, elongate or
elliptical blind-basin bounded, i.e. closed off around much of its perimeter by
rock exposures.
Throughout this outcropping ring-shaped feature are abundant, scattered rock
exposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grain
sized sediments, as quartzite, siltstone, claystone and more abundant limestone.
Some transitional metamorphic rocks are interlayered.
Jurassic and more abundant Tertiary age intrusive rocks dominate the northern
end of the canyon ring while older Lower Paleozoic sedimentary and lesser
metamorphic equivalents are more abundant in the southern part of the Paymaster
basin.
24
PROPERTY GEOLOGY
The geology of the Git property area may be described as being covered by
Quaternary desert wash, collovium, alluvium and playa deposits and some Lower
Paleozoic green siltstone that in place has been metamorphosed to a slatey green
hornfels. This younger covered basin within a larger surrounding area of rock
exposure and known mineral occurrences exhibits a good geological setting and
target area in which to conduct mineral exploration.
Thrust faulting is observed within the periphery rock exposures at the north-end
of the Paymaster Canyon with younger Ordovician limestone and shale units lying
on the older Lower Cambrian sedimentary rock units. The oldest meta-sedimentary
units can be overlain by granitic rocks of Jurassic age or Tertiary age volcanic
rock of andesite to rhyolite composition.
The outcrops partially surrounding or flanking the alluvial covered valley
underlying the mineral claim area suggests mineral occurrences or structurally
prepared bedrock could be sought after in those areas. Some of the metamorphic
affects may be caused by possible close at hand intrusive rocks that could give
rise to a contact type of alteration or hornfelsing of the older rock units.
PROPERTY MINERALIZATION
The deposit types that are found occurring in the regional area and the more
localized areas vary considerably. Silver and gold quartz veins predominate at
Tonopah. Some of the most productive veins represent the silicification and
replacement of sheeted zones of trachyte that was originally marked by close-set
parallel fractures, but not faulting. The two hosts of mineralized quartz veins
are 1) older pre-Tertiary volcanic rocks, i.e. Silver Peak (Mineral Ridge area),
Weepah and Hornsilver or 2) Tertiary rhyolite host rocks that occur at Tonopah
and other younger volcanic rocks, i.e. Goldfield and Divide. Base metal deposits
are more commonly of interest now than in the past and many prospects occur in
the general area. The industrial mineral barite that is observed to occur either
in vein or bedded types have been recognized in the general area.
The base and precious metal deposit types that historically predominate in the
general area are as the copper-gold or copper-molybdenum porphyry occurrences
with peripheral base and precious metal occurrences as veins and/or contact
zones of mineralization.
25
[AEROMAGNETIC MAP]
26
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claims.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
27
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.
The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $3,500 for the geology report and $3,500 for the staking of the claims.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our sole officer, Mark Holcombe. Mr. Holcombe currently
devotes 5-7 hours per week to company matters and after receiving funding he
plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
28
PLAN OF OPERATION
Our current cash balance is $14,310. We believe our cash balance is sufficient
to cover the expenses we will incur during the next twelve months in a limited
operations scenario or until we raise the funding from this offering . If we
experience a shortage of funds prior to funding we may utilize funds from our
director, who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and professional fees, however he has no formal
commitment, arrangement or legal obligation to advance or loan funds to the
company. In order to achieve our business plan goals, we will need the funding
from this offering. We are an exploration stage company and have generated no
revenue to date. We have sold $15,000 in equity securities to pay for our
minimum level of operations.
Our auditor has issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claims containing little or no economic mineralization or reserves of silver and
other minerals. There is the possibility that our claims do not contain any
reserves and funds that we spend on exploration will be lost. Even if we
complete our current exploration program and are successful in identifying a
mineral deposit we will be required to expend substantial funds to bring our
claims to production. We are unable to assure you we will be able to raise the
additional funds necessary to implement any future exploration or extraction
program even if mineralization is found.
Our plan of operation for the twelve months following the date of this
prospectus is to complete the three phases of the exploration program. In
addition to the $50,000 we anticipate spending for the exploration program as
outlined below, we anticipate spending an additional $25,000 on professional
fees, including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs. Total expenditures over the next 12 months are therefore expected to be
approximately $75,000, which is the amount to be raised in this offering and our
cash on hand. We will require the funds from this offering to proceed.
The following work program has been recommended by the consulting geologist who
prepared the geology report.
PHASE 1
Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive $ 8,500
29
PHASE 2
Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. Included in this estimated cost are
transportation, accommodation, board, grid installation,
geophysical surveys, maps and report 11,500
PHASE 3
Induced polarization survey over grid controlled, anomalous
areas of interest outlined by Phase 1&2 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies, including assays, detailed maps and reports 30,000
-------
Total $50,000
=======
Each phase following phase 1 is contingent upon favorable results from the
previous phase.
If we are successful in raising the funds from this offering we plan to commence
Phase 1 of the exploration program on the claims in the spring of 2008. We
expect this phase to take 15 days to complete and an additional one to two
months for the consulting geologist to receive the results from the assay lab
and prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates. To date, we have not commenced
exploration.
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $11,500 and will take
approximately 10 days to complete and an additional one to two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.
Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $30,000 and will take approximately 20 days to complete
and an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.
We anticipate commencing the second phase of our exploration program in fall
2008 and phase 3 in spring 2009. We have a verbal agreement with James McLeod,
the consulting geologist who prepared the geology report on our claims, to
retain his services for our planned exploration program. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the exploration program if we find mineralization.
30
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.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to increases in the cost of services.
To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for our
exploration program. We believe that the funds from this offering will allow us
to operate for one year.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares required. If we
are successful any money raised will be applied to the items set forth in the
Use of Proceeds section of this prospectus. If the first phase of our
exploration program is successful in identifying mineral deposits we will
proceed with phases two and three and any subsequent drilling and extraction.
The sources of funding we may consider to fund this work include a second public
offering, a private placement of our securities or loans from our directors or
others.
Our director has agreed to advance funds as needed until the offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon the second
phase of our exploration program and there are no remaining funds in the
company. While he has agreed to advance the funds, the agreement is verbal and
is unenforceable as a matter of law.
The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Git 1-4 Mineral Claims, comprised of a total of
82.64 acres. We have not carried out any exploration work on the claims and have
incurred no exploration costs.
We received our initial funding of $15,000 through the sale of common stock to
Mr. Holcombe, our officer and director, who purchased 3,000,000 shares of our
common stock at $0.005 per share on November 5, 2007. From inception until the
31
date of this filing we have had no operating activities. Our financial
statements from inception (November 5, 2007) through the year ended November 30,
2007 report no revenues and a net loss of $690.
CRITICAL 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
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective November 30, 2007 (date of
inception).
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 FASB 16 all
adjustments are normal and recurring.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), "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.
32
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.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment." SFAS No. 123R replaced SFAS No. 123 and superseded Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs
related to share-based payment transactions to be recognized in the financial
statements. The effective date of SFAS No. 123R is the first reporting period
beginning after December 15, 2005. The adoption of SFAS No. 123 (revised 2004)
should not have a significant impact on the Company's financial position or
results of operations until such time the Company has share-based payments. The
Company will adopt the provisions of SFAS No. 123R at that time.
In December 2004, the FASB issued SFAS No. 153, "Exchanges OF Non-monetary
Assets, an Amendment of APB Opinion No. 29" ("SFAS No. 153"). SFAS No. 153 is
based on the principle that exchanges of non-monetary assets should be measured
based on the fair value of the assets exchanged. APB Opinion No. 29, "Accounting
for Non-monetary Transactions," provided an exception to its basic measurement
principle (fair value) for exchanges of similar productive assets. Under APB
Opinion No. 29, an exchange of a productive asset for a similar productive asset
was based on the recorded amount of the asset relinquished. SFAS No. 153
eliminates this exception and replaces it with an exception of exchanges of
non-monetary assets that do not have commercial substance. SFAS No. 153 became
effective for our Company as of July 1, 2005. The Company will apply the
requirements of SFAS No. 153 on any future non-monetary exchange transactions.
In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "Accounting
For Conditional Asset Retirement Obligations--An Interpretation Of FASB
Statement No. 143" ("FIN No. 47"). FIN No. 47 clarifies the timing of liability
recognition for legal obligations associated with the retirement of a tangible
long-lived asset when the timing and/or method of settlement are conditional on
a future event. FIN No. 47 is effective for us no later than December 31, 2005.
We do not expect that the adoption of FIN No. 47 will have a material impact on
our financial condition or results of operations. FIN No. 47 is effective for
the Company no later than December 31, 2005. The Company does not expect that
the adoption of FIN No. 47 will have a material impact on its financial
condition or results of operations.
In May 2005, the FASB issued SFAS No. 154, "Accounting Changes And Error
Corrections, A Replacement Of APB No. 20 And FASB Statement No. 3" ("SFAS No.
154"). SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "Accounting Changes," previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This statement is effective for our Company as of January
33
1, 2006. The Company does not believe that the adoption of SFAS No. 154 will
have a material impact on our financial statements.
This statement is effective for the Company as of January 1, 2006. The Company
does not believe that the adoption of SFAS No. 154 will have a material impact
on its financial statements.
DESCRIPTION OF PROPERTY
We do not currently own any property. Our director provides us with office space
free of charge at Caves Village, West Bay Street, Nassau, New Providence,
Bahamas. The facilities include answering services, fax services, secretarial
services, reception area and offices. Management believes the current premises
are sufficient for its needs at this time.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Mr. Holcombe will not be paid for any underwriting services that he performs on
our behalf with respect to this offering. He will also not receive any interest
on any funds that he may advance to us for expenses incurred prior to the
offering being closed. Any funds loaned will be repaid from the proceeds of the
offering.
On November 5, 2007, a total of 3,000,000 shares of Common Stock were issued to
Mr. Holcombe in exchange for $15,000 US, or $.005 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by the officer and director of the Company. (See
"Principal Stockholders".)
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the completion of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. 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 required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Sandfield Ventures Corp.; nor anyone
acting on our behalf with any market maker regarding participation in a future
trading market for our securities.
34
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Sandfield Ventures Corp. had
one shareholder of record. We have paid no cash dividends and have no
outstanding options.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
35
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
REGULATION M
Our officer and director, who will offer and sell the shares, is aware that he
is required to comply with the provisions of Regulation M, promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agent, any broker-dealer or other
person who participate in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
REPORTS
We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountant,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.
EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Mr. Holcombe.
36
SUMMARY COMPENSATION TABLE
[Enlarge/Download Table]
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Mark 2007 0 0 0 0 0 0 0 0
Holcombe,
Director
There are no current employment agreements between the company and its executive
officer.
On November 5, 2006, a total of 3,000,000 shares of common stock were issued to
Mr. Holcombe in exchange for cash in the amount of $15,000 U.S., or $.005 per
share. The terms of these stock issuances were as fair to the company, in the
opinion of the board of directors, as could have been made with an unaffiliated
third party.
Mr. Holcombe currently devotes approximately 5-7 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The financial statements of Sandfield Ventures Corp. for the year ended November
30, 2007, and related notes, included in this prospectus have been audited by
George Stewart, CPA, and have been so included in reliance upon the opinion of
such accountants given upon their authority as an expert in auditing and
accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
37
SANDFIELD VENTURES, CORP.
INDEX
Report of Independent Registered Public Accounting Firm F-1
Financial Statements:
Balance Sheet - November 30, 2007 F-2
Statement of Operations - November 5, 2007 through November 30, 2007 F-3
Statement of Stockholders' Equity - November 5, 2007 through
November 30, 2007 F-4
Statement of Cash Flows - November 5, 2007 through November 30, 2007 F-5
Notes to Financial Statements F-6
38
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Sandfield Ventures, Corp.
I have audited the accompanying balance sheet of Sandfield Ventures, Corp. (An
Exploration Stage Company) as of November 30, 2007, and the related statement of
operations, stockholders' equity and cash flows for the period from November 5,
2007 (inception), to November 30, 2007. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sandfield Ventures, Corp., (An
Exploration Stage Company) as of November 30, 2007, and the results of its
operations and cash flows from November 5, 2007 (inception), to November 30,
2007 in conformity with generally accepted accounting principles in the United
States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 4 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 4. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart, CPA
--------------------------------
Seattle, Washington
January 11, 2008
F-1
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of
November 30,
2007
--------
ASSETS
CURRENT ASSETS
Cash $ 14,310
--------
TOTAL CURRENT ASSETS 14,310
--------
TOTAL ASSETS $ 14,310
========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ --
--------
TOTAL CURRENT LIABILITIES --
--------
TOTAL LIABILITIES --
--------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 3,000,000 shares issued and outstanding
as of November 30, 2007 3,000
Additional paid-in capital 12,000
Deficit accumulated during exploration stage (690)
--------
TOTAL STOCKHOLDERS' EQUITY 14,310
--------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 14,310
========
See Notes to Financial Statements
F-2
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Operations
--------------------------------------------------------------------------------
November 5, 2007
(inception)
through
November 30,
2007
----------
REVENUES
Revenues $ --
----------
TOTAL REVENUES --
GENERAL & ADMINISTRATIVE EXPENSES 690
----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES (690)
----------
NET INCOME (LOSS) $ (690)
==========
BASIC EARNING (LOSS) PER SHARE $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,000,000
==========
See Notes to Financial Statements
F-3
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From November 5, 2007 (Inception) through November 30, 2007
--------------------------------------------------------------------------------
[Enlarge/Download Table]
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, NOVEMBER 5, 2007 -- $ -- $ -- $ -- $ --
Stock issued for cash on November 5, 2007
@ $0.005 per share 3,000,000 3,000 12,000 15,000
Net loss, November 30, 2007 (690) (690)
--------- ------- -------- ------- --------
BALANCE, NOVEMBER 30, 2007 3,000,000 $ 3,000 $ 12,000 $ (690) $ 14,310
========= ======= ======== ======= ========
See Notes to Financial Statements
F-4
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Statement of Cash Flows
--------------------------------------------------------------------------------
November 5, 2007
(inception)
through
November 30,
2007
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (690)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable --
--------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (690)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 3,000
Additional paid-in capital 12,000
--------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 15,000
--------
NET INCREASE (DECREASE) IN CASH 14,310
CASH AT BEGINNING OF PERIOD --
--------
CASH AT END OF YEAR $ 14,310
========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ --
========
Income Taxes $ --
========
See Notes to Financial Statements
F-5
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2007
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 and development of its business plan.
The Company has not commenced operations.
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
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective November 30, 2007 (date of
inception).
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 FASB 16 all
adjustments are normal and recurring.
F-6
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2007
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), "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.
NOTE 3. RECENT ACCOUNTING PRONOUCEMENTS
In September 2006, the SEC issued SAB No. 108, "Considering the Effects of Prior
Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 addresses how the effects of prior year uncorrected
misstatements should be considered when quantifying misstatements in current
year financial statements. SAB No. 108 requires companies to quantify
misstatements using a balance sheet and income statement approach and to
evaluate whether either approach results in quantifying an error that is
material in light of relevant quantitative and qualitative factors. SAB No. 108
is effective for periods ending after November 15, 2006. The adoption of SAB No.
108 had no material effect on the Company's financial statements.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be the fiscal year beginning
March 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Post-retirement Plans." This Statement
requires an employer to recognize the over funded or under funded status of a
defined benefit post retirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position, and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income. SFAS No. 158 is effective for fiscal years ending after
December 15, 2006. The implementation of SFAS No. 158 had no material impact on
the Company's financial position and results of operations.
F-7
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2007
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.
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 November 30, 2007 and generated a net loss of $690. This condition
raises substantial doubt about the Company's ability to continue as a going
concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $14,310
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.
Management plans to raise additional funds through debt or equity offerings.
Management's current plan includes a SB-2 registration statement with the U.S.
Securities and Exchange Commission of 4,000,000 shares for sale at $.015 per
share to raise capital of $60,000 to implement their business plan. There is no
guarantee that the Company will be able to raise any capital through this or any
other offerings.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common.
NOTE 6. RELATED PARTY TRANSACTIONS
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.
Mark Holcombe, sole officer and director of the Company, will not be paid for
any underwriting services that he performs on behalf of the Company with respect
to the Company's upcoming SB-2 offering. He will also not receive any interest
on any funds that he advances to the Company for offering expenses prior to the
offering being closed which will be repaid from the proceeds of the offering.
F-8
SANDFIELD VENTURES CORP.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2007
NOTE 7. INCOME TAXES
As of November 30, 2007
-----------------------
Deferred tax assets:
Net operating tax carryforwards $ 690
Tax rate 34%
-------
Gross deferred tax assets 235
Valuation allowance (235)
-------
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 November 30, 2007, the Company has a net operating loss carryforwards of
approximately $690. 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
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. 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.
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.
As of November 30, 2007 the Company had 3,000,000 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 November 30, 2007:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 3,000,000 shares
issued and outstanding.
F-9
Dealer Prospectus Delivery Obligation
"UNTIL ____________, 2008, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO
DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sandfield Ventures Corp.'s By-Laws allow for the indemnification of the officers
and directors in regard to their carrying out the duties of their offices. The
board of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Nevada General
Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
II-1
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
II-2
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Sandfield Ventures Corp., we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 3
Accounting fees and expenses $2,600
Legal fees $1,500
Preparation and EDGAR conversion fees $1,100
Transfer Agent fees $ 760
Printing $ 437
------
Total $6,400
======
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On November 5, 2007, a total of 3,000,000 shares of common stock were issued in
exchange for $15,000 US, or $.005 per share. These securities were issued to the
officer and director of the company.
II-3
EXHIBITS
Exhibit 3.1 Articles of Incorporation
Exhibit 3.2 Bylaws
Exhibit 5.1 Opinion re: Legality
Exhibit 23.1 Consent of counsel (See Exhibit 5)
Exhibit 23.2 Consent of independent auditor
Exhibit 23.3 Consent of professional mining engineer (See Exbibit 99.2)
Exhibit 99.1 Subscription Agreement
Exhibit 99.2 Geology Report
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement ; and
(iii) Include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered herein, and that the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the By-Laws of the
company, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act, and is, therefore unenforceable.
II-4
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer, or other control person
in connection with the securities being registered, we will, unless in the
opinion of our legal counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
5. For determining any liability under the Securities Act, we shall treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.
6. For determining any liability under the Securities Act, we shall treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that the offering of the securities at that time as the
initial bona fide offering of those securities.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Nassau, New
Providence, Bahamas on January 15, 2008.
Sandfield Ventures Corp.
/s/ Mark Holcombe
-------------------------------------
By: Mark Holcombe, Director
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Mark Holcombe January 15, 2008
------------------------------------------ ----------------
Mark Holcombe, President & Director Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)
II-5
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SB-2’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 9/1/08 | | 20 | | 21 | | | None on these Dates |
| | 3/1/08 | | 46 |
| Filed as of: | | 1/17/08 | | 1 |
| Filed on: | | 1/16/08 |
| | 1/15/08 | | 54 |
| | 1/11/08 | | 40 |
| | 11/30/07 | | 4 | | 48 |
| | 11/15/07 | | 46 | | 47 |
| | 11/5/07 | | 4 | | 52 |
| | 12/15/06 | | 46 |
| | 11/15/06 | | 46 |
| | 11/5/06 | | 38 |
| | 1/1/06 | | 35 |
| | 12/31/05 | | 34 |
| | 12/15/05 | | 34 |
| | 7/1/05 | | 34 |
| List all Filings |
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