**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





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




For
                the fiscal year ended:
                August 31, 2006





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





For
                the transaction period from_____to______Commission
                File number:333-108218




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





Delaware
            98-0413066State
                or other jurisdiction of incorporation or organization
            (I.R.S.
                Employee I.D. No.)







420
                - 625 Howe Street
              Vancouver,
                B.C., Canada,
            V6C
                2T6(Address
                of principal executive offices)
            (Zip
                Code)







Issuer’s
                telephone number:1-604-719-8129





Securities
      registered pursuant to section 12 (b) of the Act:






Title
                of each share
            Name
                of each exchange on which registeredNone
            None





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





None(Title
                of Class)





Check
      whether the Issuer (1) filed all reports required to be filed by section 13
      or
      15 (d) of the Exchange Act during the past 12 months (or for a shorter period
      that Stanford was required to file such reports), and (2) has been subject
      to
      such filing requirements for the past 90 days.


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





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of Stanford’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-KSB
      or any amendment to this Form 10-KSB. [ ]





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





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








-1-





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





As
      at
      August 31, 2006, the aggregate market value of the voting stock held by
      nonaffiliates is undeterminable and is considered to be 0.





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





Not
      applicable





**(APPLICABLE
      ONLY TO CORPORATE COMPANYS)**





As
      of
      August 31, 2006, Stanford has 2,358,500 shares of common stock issued and
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred under Part IV.














-2-










**TABLE
      OF CONTENTS**




PART
      1


Page


ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            4ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            11ITEM
                3.
            LEGAL
                PROCEEDINGS
            17ITEM
                4.
            SUBMISSION
                OF MATTERS TO VOTE OF SECURITIES HOLDERS
            17PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            17ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            18ITEM
                7.
            FINANCIAL
                STATEMENTS
            20ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            20ITEM
                8A
            CONTROLS
                AND PROCEDURES
            21PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
                SECTION 16 (a) OF THE EXCHANGE ACT
            21ITEM
                10.
            EXECUTIVE
                COMPENSATION
            25ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDERS MATTERS
            27ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            28PART
                IVITEM
                13.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            30ITEM
                14
            PRINCIPAL
                ACCOUNTANTS FEES AND SERVICES
            30SIGNATURES
            32











-3-







**PART
      1**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**History
      and Organization**





Stanford
      Management Ltd. Was incorporated under the laws of Delaware on September 24,
      1998 and has no subsidiaries and no affiliated companies. Stanford’s executive
      offices are located at Suite 420 - 625 Howe Street, Vancouver, B.C., Canada,
      V6C
      2T6. (Telephone: 604-719-8129)





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





Stanford
      has ownership interest in the mineral rights on the claim called the “SF” claim.
      During the next several years, Stanford will explore the SF claim. Stanford
      is
      considered a “pre-exploration stage company” since there is no assurance that a
      commercially viable mineral deposit, a reserve, exists on the SF claim until
      appropriate exploration work is done and a comprehensive study based upon such
      work has concluded legal and economic feasibility.





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





Stanford
      acquired on January 12, 2001 a 100% interest in the mineral rights to the “SF”
claim, which will be explored for gold, platinum or other commercial minerals
      such as zeolite and bentonite. Stanford acquired these rights to the SF claim
      by
“staking” (refer to “History of the SF Claim” on page 11 for a definition of
      staking). The land is owned by the Crown; being the Province of British
      Columbia, who granted the mineral rights for a twelve month period to Stanford
      once the staking has occurred and been filed with the Gold Commissioner’s
      Office, except for placer and coal rights. Every twelve months either work
      has
      to be done on the SF claim or cash paid in lieu to extend the rights to the
      minerals. The mineral rights to the SF claim will expire on January 12, 2007
      unless a minimum of $3,200 is spent on exploration work or cash is paid in
      lieu
      of exploration work to the Ministry of Mines and Energy for the Province of
      British Columbia (the “Ministry”). Stanford does not have ownership to the land
      itself; only to the mineral rights thereon.




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





Currently,
      Stanford has three directors, Glen Macdonald, William Nielson and Vera
      McCullough.








-4-




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





On
      October 13, 2006, Stanford‘s registration statement became effective and
      therefore Stanford is responsible for filing various forms with the United
      States Securities and Exchange Commission (the “SEC”) such as Form 10-KSB and
      Form 10-QSB on a periodic basis.





The
      shareholders may read and copy any material filed by Stanford with the SEC
      at
      the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC,
      20549. The shareholders may obtain information on the operations of the Public
      Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
      Internet site that contains reports, proxy and information statements, and
      other
      information which Stanford has filed electronically with the SEC by assessing
      the website using the following address: http://www.sec.gov .
      Stanford has no website at this time.





**Planned
      Business**





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





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





Stanford
      presently has minimal day-to-day operations; consisting mainly of maintaining
      the Stanford claim in good standing and preparing the reports filed with the
      SEC
      as required.





**Risk
      Factors**





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








**RISKS
      ASSOCIATED WITH OUR COMMON STOCK**





1
            **If
                Stanford raises only the minimum $50,000 from subscribers under its
                registration statement, there would not be sufficient funds to allow
                it to
                continue in business.**





If
      only
      $50,000 in subscriptions is raised, the working capital position would be
      $1,950. There would be no additional money to pay future debt obligations as
      they became due and payable. This being the case, Stanford would either have
      to
      raise more money under this Offering or consider whether it will be able to
      continue as a going concern. New investors should give careful consideration
      to
      whether they wish to invest in a company which might not be able to raise
      sufficient funds to continue in business.





2.
            **Stanford’s
                offering under its registration statement is being self-underwritten
                by
                Stanford with no independent due diligence undertaken by either a
                qualified independent third party or a broker-dealer to determine
                if the
                assets, future income potential and capabilities of management are
                present
                to support the offering price under its effective registration statement.**






-5-





Stanford
                has decided to self-underwrite its Offering and thereby has eliminated
                any
                opportunity for a qualified independent third party such as a
                broker-dealer’s legal counsel or the broker-dealer itself to examine the
                records of Stanford, discuss with management its future strategy
                and
                assess the assets and future income potential before making a decision
                whether the price under its Offering is reasonable. Without an independent
                review, Stanford might find it difficult to attract investors for
                its
                Offering since investors might be unsure whether the price per share
                is
                reasonable or not and if Stanford is unable to raise capital it might
                hinder the exploration activities planned for the SF claim. New investors
                are relying on Stanford’s management to set a reasonable share price under
                this Offering and without independent verification by a broker-dealer
                or
                an independent third party there is no assurance that the price set
                herein
                is reasonable.





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





Originally
                all shares were sold for $0.001 per share; a price considerably below
                the
                Offering price under its effective prospectus. With this type of
                discrepancy, it might be difficult for Stanford to attract new investors
                who might not wish to contribute the majority of the money to Stanford
                for
                a considerably lesser number of shares. With this fact in mind, new
                investors should consider that if, and when, Stanford’s shares are quoted
                on an exchange the existing shareholders could commence selling their
                shares at prices substantial below the Offering price herein and
                still
                make a profit.





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




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





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





A
                broker-dealer will have to undertake certain administrative functions
                required when dealing in a penny stock transaction. Disclosure forms
                detailing the level of risk in acquiring Stanford’s shares will have to be
                sent to an interested investor, current bid and offer quotations
                will have
                to be provided with an indication as to what compensation the
                broker-dealer and the salesperson will be receiving from this transaction
                and a monthly statement showing the closing month price of the shares
                being held by the investor. In addition, the broker-dealer will have
                to
                receive from the investor a written agreement consenting to the
                transaction. This additional administrative work might make the
                broker-dealer reluctant to participate in the purchase and sale of
                Stanford’s shares.






-6-





From
      Stanford’s point of view, being subject to the Penny Stock Rule could make it
      extremely difficult for it to attract new investors for future capital
      requirements since many financial institutions are restricted under their
      by-laws from investing in shares under a certain dollar amount. Ordinary
      investors might not be willing to subscribe to shares in the capital stock
      of
      Stanford due to the uncertainty as to whether the share price will ever be
      able
      to be high enough that the Penny Stock Rule is no longer a concern.





**RISKS
      ASSOCIATED WITH STANFORD**





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





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





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





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





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





Since
                inception, Stanford has incurred losses and has an accumulative deficit
                of
                $212,779 as at August 31, 2006. Stanford has never generated any
                revenue
                from its business activities and has no prospect of generating any
                such
                revenue in the foreseeable future. Those factors are expected to
                negatively effect Stanford’s ability to raise funds from the public since
                there is no certainty Stanford will ever be able to make a profit.
                Stanford’s ultimate success in fully implementing its mineral exploration
                program on the SF claim is dependent on its ability to raise additional
                capital. New investors should carefully consider whether they wish
                to
                invest in a company who has incurred continual losses since its inception
                and may never be able to reverse this trend.




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






-7-





Stanford’s
                auditors, Dale Matheson Carr-Hilton Labonte LLP in the audited financial
                statements attached to this 10-KSB for the year ended August 31,
                2006,
                have stated in their audit report the
                following:





*“The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, to date the Company has reported net losses since inception from
      operations, and requires additional funds to meet its obligations and fund
      the
      costs of its operations. These factors raise substantial doubt the Company
      will
      be able to continue as a going concern. Management plans in this regard are
      described in Note 1. The financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.”*





The
                auditors are concerned that Stanford, without any established source
                of
                revenue and being dependent on its ability to raise capital from
                its
                shareholders or other sources might not be able to sustain operations.
                If
                this is the case, Stanford, without adequate future funding, might
                not be
                able to continue as a going concern. A new investor should give careful
                consideration to this fact since the capital they contribute to Stanford
                under its Offering may be the only capital which Stanford is able
                to
                raise. This might result in the total loss of the investor’s
                investment.





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





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





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





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





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





There
                has been no significant exploration activity on the SF claim in recent
                years, except for limited exploration during 2002 by Stanford to
                maintain
                the claim in good standing until 2007. Without a detailed work program
                being undertaken on the SF claim, no ore reserve has been identified,
                and
                may never be identified, and no other exploration company or entity
                has
                made an offer to purchase, lease or engage in any other transaction,
                such
                as a joint venture, with respect to the SF claim. Although Stanford
                incurred only nominal expenses to preserve its ownership and maintain
                the
                SF claim in good standing with the Ministry, it has received no revenue
                or
                other income from the SF claim.






-8-





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





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





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





The
                SF claim is located on a fairly rugged hill with ridge topography
                ranging
                from 2,400 to 4,000 feet in elevation with a steep canyon at the
                north
                part of the claim. The SF claim is covered by a thin layer of glacial
                till. This ruggedness in the overlying area could affect during
                exploration the location of drilling sites and trenches, as well
                as the
                construction of any facilities. Platforms might have to be constructed
                to
                allow a drilling rig to function properly due to the unevenness of
                the
                ground. This will mean additional costs depending upon the drilling
                site
                selected by the geologist in-charge with the exploration activities.
                This
                factor, at the present time, is uncertain, and Stanford does not
                know if
                this factor will have a material adverse effect on the ability of
                Stanford
                to conduct its exploration activities. If the cost of exploration
                is
                prohibitive, Stanford might have to cease its operations on and abandon
                the SF claim.





10.  **Title
      to the SF claim is not held in the name of Stanford.**





The
      title
      of the SF claim is held in trust by Glen Macdonald, President of Stanford.
      Even
      though Mr. Macdonald has signed a trust letter indicating he is holding the
      SF
      claims for the benefit of Stanford, Stanford has not recorded it with the
      Ministry. Basically, Stanford, to record the trust letter must have a Free
      Miner
      License. Due to its present lack of funds it has not purchased this license.
      Therefore, Mr. Macdonald’s creditors could lien the rights to the minerals on
      the SF claim and offer these rights for sale to another party. If this happens,
      Stanford will be without a mineral claim. Until the rights to the minerals
      on
      the SF claim have been formally transferred to Stanford, a new investor might
      be
      wise to refrain from investing in any shares being offered under its
      prospectus.





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





The
      exact
      boundaries of the SF claim are uncertain since the claim has never been
      professionally surveyed. At this time, Stanford does not intend to undertake
      the
      cost of having the SF claim surveyed and therefore it may never know the exact
      boundaries of the claim. The problem in the future, if and when Stanford
      identifies an ore reserve, is that disputes could develop with other companies
      or parties as to the exact boundaries of the SF claim. If the ore reserve is
      partly or totally on another party’s claim, Stanford would lose either the
      majority or part ownership in the ore reserve. Unless a mutually acceptable
      agreement can be reached, Stanford would have to enter into legal action which
      might take years and a great deal of money to settle. If Stanford was
      unsuccessful in its legal battle, it would lose the ore reserve and might be
      left with nothing to put into production.





12.  **Weather
      will affect the exploration activities on the SF claim.**






-9-





The
      weather in the
      Princeton area of British Columbia is varied in that during the months of
      November to early May the SF claim will be covered in snow whereas during the
      summer months the weather is hot and dry. Stanford might not be able to work
      during the winter months due to the snow conditions not allowing any meaningful
      exploration activities on the SF claim. Whereas, during the hot dry summer
      months, the Ministry of Forestry might close the Princeton area for fear of
      forest fires and therefore curtail any exploration activities on the SF claim.
      The weather might have a limiting effect on the exploration activities on the
      SF
      claim resulting in a longer period before Stanford will know if there is a
      viable commercial ore reserve on the SF claim.




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





Stanford
      has not staked the SF claim for placer minerals located on the surface, being
      the total of the overburden (any material covering or obscuring rocks from
      view)
      to the actual bed rock (being the core rock that forms the majority of the
      Earth’s surface), of the claim and therefore does not have any rights to placer
      minerals therein. Stanford only has the rights to the minerals below the
      overburden and contained within the bed rock itself. In the event a third party
      stakes the SF claim for placer minerals, Stanford would lose any future
      opportunity to develop a placer deposit. By not having the rights to placer
      minerals Stanford might forego future revenues, if and only if, it were
      determined that such placer deposits, if any, were economical.





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





Glen
      Macdonald is a professional geologist who has numerous clients in the
      exploration and mining industry. These clients use a considerable amount of
      his
      time thereby reducing the time he can spend on the activities of Stanford.
      For
      example, Mr. Macdonald is a director of Starfield Resources Inc., a mineral
      exploration company quoted on the TSX Exchange in Toronto, Canada. A conflict
      of
      interest could develop in the event Mr. Macdonald knows of a mineral property
      for either sale or staking since he would have to offer it to both Starfield
      and
      Stanford. Stanford assumes Mr. Macdonald will act fairly to both companies
      in
      such matters but has no way of knowing if this will be the case.





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





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





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






-10-





Stanford’s
      Articles of Incorporation provide that it may indemnify any director, officer,
      agent or employee against certain liabilities. In addition, on September 30,
      2002, Stanford entered into an Indemnity Agreement with both Glen Macdonald
      and
      Vera McCullough. The foregoing indemnification could result in substantial
      expenditures by Stanford and prevent any monetary recovery from them for losses
      incurred by Stanford as a result of their actions. It is Stanford’s
      understanding that, in the opinion of the SEC, indemnification is against public
      policy as expressed in the Security Act of 1933, as amended, and is, therefore,
      unenforceable. Nevertheless, a new shareholder might not wish to invest in
      a
      company who has indemnified its officers and directors for their actions which
      could result in substantial legal costs and court ordered penalties which might
      render Stanford insolvent.




**ITEM
      2. DESCRIPTION OF PROPERTY**


History
      of the “SF Claim”





Stanford
      retained John Jenks, Professional Geologist and Geoscientist, of Salmon Arm,
      British Columbia, Canada, to summarize the geology and mineral potential on
      its
      SF claim near Coalmont, British Columbia. The SF was “staked” by a professional
      staker on behalf of Stanford. “Staking” of a claim is the method used by the
      Ministry in verifying title to the minerals on government-owned land. The
      individual staking a claim, known as a “staker”, prepares a post on the unstaked
      property and defines this post as the corner post or “identification” post. A
      serial pre-numbered tag, purchased from the Gold Commissioner’s office (a
      department of the Ministry) is affixed to the post and the date and time of
      preparing the post is recorded on it as well as the name of the claim. The
      staker is required to define the perimeter of the claim by a clearly marked
      line. Upon completion of marking the perimeter the staker records the number
      of
      units being staked upon the metal tag on the corner post. This information
      is
      recorded on a “4 Post Mineral Claim” form and filed with the Gold Commissioner’s
      Office.





Stanford
      has not identified any other mineral properties for staking and, therefore,
      has
      title to the mineral rights only on the SF claim.





LOCATION
      AND ACCESS





The
      SF
      claim is situated 2.5 miles west-north-west of the hamlet of Coalmont, BC,
      itself located 11 miles by paved road north-west of Princeton, British Columbia.
      From Coalmont the SF claim may be accessed by a series of dirt/gravel logging
      and recreational trails - a road distance of approximately 3 miles to the
      eastern claim boundary.





While
      portions of the road system are driveable by four-wheel drive pick-up they
      are
      best accessed by the four-wheeler/quad/all terrain vehicle type of vehicle
      as
      was used during the initial property examination by John Jenks.





During
      the initial exploration stage, Stanford will only be able to explore the SF
      claim during the late spring, summer and early fall months due to the
      possibility of snow in the winter. Winter weather conditions make it difficult
      to obtain soil and rock samples, prospecting, trenching and removal of
      overburden.





During
      the winter months, the SF claim has to be accessed by snowmobile since the
      number of inches of snow during a normal winter is approximately 39 inches
      in
      the Princeton area.




-11-




During
      the summer there is the possibility, on a random basis, of road closures from
      July to September due to the possibility of fires. Access to the property during
      the summer is best done by all terrain vehicles or by four by four
      vehicles.





LAND
      TENURE





Consisting
      of an 18 unit four-post claim extending 1.8 miles in the north-south direction
      by 0.9 miles east-west and totaling 1,109 acres. The SF mineral claim was staked
      on January 12, 2001. The claim tenure number is 383391, tag number 240871 and
      the anniversary date is January 12, 2007. It should be noted the SF claim
      confers the right to explore for precious and base metals in lode form and
      certain industrial minerals. Coal, as well as placer minerals, are issued under
      separate licenses and therefore are not owned by Stanford.





Stanford
      has not obtained the lease for placer minerals on the SF claim. Placer minerals,
      often being gold, silver, platinum, gemstones or other heavy minerals of value,
      are located in gravel or ground and are extracted by the use of water, by
      sluicing, hydraulicking, etc. Under the Titles Division of the Ministry, a
      separate application for a lease of placer minerals must be obtained. Under
      the
      regulations of the Ministry, a lease is a higher form of tenure than a claim.
      There is no production limit on a lease (placer claims have a production limit
      of 2,000 cubic metres of paydirt per year), and the issued lease cannot be
      challenged under the Mineral Tenure Act. Title to a lease is therefore only
      issued when the ground and title to be held by the leasehold has been verified
      to a higher standard than required for a claim. This is achieved by means of
      a
      survey. Components of the survey process are:





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





▪  verification
      of the legal posts of those titles on the ground, and





▪  produce
      a
      survey plan from the collected data.





The
      Mineral Tenure Act Regulation provides for two alternative types of surveys
      for
      a placer lease, a legal survey (to be completed by a British Columbia Land
      Surveyor for submission to the Surveyor General’s office for approval) and a
      technical survey (option to a full legal survey but required all documents
      to be
      completed and filed with the Ministry).





Stanford
      has not obtained the lease for placer minerals on the SF claim.





PHYSIOGRAPHY
      AND CLIMATE





The
      claim
      area is characterized by fairly rugged hill and ridge topography ranging from
      2,400 to 4,000 feet in elevation. The most predominant feature is the steep
      canyon of the north-north-east trending Collins Gulch Creek which bisects the
      claim area and empties into the Tulameen River at the northern extremity.
      Outcrop, being that part of a rock formation that appears at the surface of
      the
      ground, is exposed primarily along ridges and escarpment areas; being a long,
      more or less continuous cliff or steep slope which separates two levels of
      ground and usually was caused by erosion of the ground or in some case faulting.
      Most of the claim area is covered by a thin layer of glacial till; comprising
      clay, silt, sand gravel and boulders ranging in various sizes originally
      deposited under a glacier prior to it receding.





Tree
      cover is moderate to very thick consisting primarily of lodgepole pine and
      Douglas fir with subordinate poplar and deciduous species. Most of the timber
      is
      mature second-growth as much of the claim area has been previously logged.
      Timber rights are held by Tolko Industries Ltd., a company unrelated to
      Stanford.






-12-





Summers
      are hot with moderate precipitation. Up to 4.5 feet of snow may accumulate
      anytime after late October and remain until early May.





REGIONAL
      GEOLOGY





The
      Tulameen and Princeton areas, in which the SF claim is located, were
      geologically mapped in 1960. Located within the southern portion of the
      Intermontane Belt the map area is dominated by the magmatic area sequence Upper
      Triassic Nicola Group. This consists of a north-trending belt of volcanic
      (generally finely crystalline or glassy rock which has been put near the Earth’s
      surface by volcanic action) and sedimentary (a rock resulting from the
      consolidation of loose sediment that has accumulated in layers) rocks intruded
      by Late Triassic and Early Jurassic (a specific geologic time period from 208.0
      to 146.6 million years before the present time) comagmatic plutons; being molten
      rock material with the Earth from which an igneous rock results by cooling
      and
      crystallization. The sequence is unconformably overlain by Cretaceous and
      Tertiary volcanics and clastic sediments of the Spences Bridge, Kingsvale and
      Princeton Groups.





PROPERTY
      GEOLOGY/AIR PHOTO INTERPRETATION





Approximately
      60% of the SF claim is underlain by the northeast limb of the Eocene-aged
      Tulameen Basin, a synclinal structure trending northwesterly. The northern
      third
      is covered by older upper Triassic rock of the Nicola Group consisting of basic
      lavas, being fluid rock issued during volcano reaction, and sediments. Intrusive
      rock, being a body of igneous rock which has formed itself into pre-existing
      rocks either along some definite structural feature or by deformation and
      cross-cutting of the invading rocks, of the coast Intrusions occupies the
      northeastern 10% of the claim.





The
      northeastern synclinal limb, a dipping curvature area of a fold between adjacent
      fold hinges, dips at -45 degrees to the southwest. A prominent shale, a fine
      grained sedimentary rock formed by consolidation of clay, silt and mud,
      mudstone, a style of mud having the texture and composition of shale, member
      forms a northwesterly-trending series of ridges. The prevalent schistosity
      trend, being rock structure generally split into slabs which contain
      mineralization of interest, of 55 degrees dipping minus 60 degrees to the
      southeast may parallel a possible late fault structure coinciding with Collins
      Gulch. Higher in the section a siliceous lapilli tuff, being small stones which
      in the unconsolidated stage is similar to ash and upon consolidation is referred
      to as tuff, contains interstitial zeolite; being part of the family of water
      salts occurring as secondary minerals in cavities of lava. Within the above
      interval, coal seams and bentonite, a clay formed by the alteration of volcanic
      ash, horizons occur, however, more surface examination is required to define
      their exact position.





DISCUSSION





The
      Tulameen Basin portion of the claim does contain the industrial minerals zeolite
      and bentonite, both of which are included in the mineral title. Despite their
      presence and possible resource potential, like most industrial minerals, the
      marketing aspect is of prime consideration. Any decision to explore for these
      materials must therefore coincide with corporate objectives.





The
      Nicola Group comprising the northern third of the claim is prospective for
      both
      base and precious metals in veins and disseminated form within the area.
      Accordingly, this portion could be subject for further investigation with these
      metals in mind.





It
      is
      conceivable that satellite bodies of the ultrabasic, being an igneous rock
      having a salt content lower than most basic rocks, could be distributed exterior
      to the main body - in fact the northern third of the SF claim underlain by
      the
      Nicola Group could host ultrabasic satellite intrusives with platinum/gold
      potential.






-13-





Much
      of
      the claim is covered by a thin layer of glacial till implying that any potential
      deposit is easily masked. Accordingly, careful prospecting, stream geochemistry
      (including panning) and soil geochemistry would be employed in a subsequent
      search for precious and platinum-group metal mineralization, particularly within
      the northern third of the claim.





Based
      upon a single day’s examination of the property and subsequent literature
      research by John Jenks, the following conclusions are indicated by
      him:





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





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





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





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





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





It
      is
      recommended that efforts be directed in the following areas:





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





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





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





ESTIMATED
      PROGRAMME COSTS






-14-





Geologist/prospector15
                days @ $200/per day
            $
                3,000Data
                compilation/report writing
            3,000Supervision
            1,300Establishment
                of recon. Grid10
                days@ $130/per day
            1,300Sampling10
                days@ $130/per day
            1,300Geochemical
                analyses600
                samples @ $8/sample
            4,800Vehicle
                expense50
                days @ $35/day
            1,750Gasoline
            500Food
                & accommodation50
                days @ $45/day
            2,250Material
                and supplies
            350Subtotal
            19,550Contingency
                @ 10%
            2,000Total
            $21,550





Success
      in the initial phase would entail a follow-up program and subsequent budgeting.
      The cost of Phase II has been estimated at $50,000 as indicated on page 43.




RECENT
      WORK ON THE SF CLAIM IN 2002





January
      2002





Grid
      sample stations were set up and marked every 33 feet on the baseline and grid
      sample lines in January 2002. The grid was set up as follows:





Baseline:Stn.
                0 + 000 N to Stn. 1 + 200 N
            3,600
                feetStn.
                2 + 800 N to Stn. 3 + 000 N
            600feet4,200feetGrid
                Sample lines:Stn.
                0 + 000 N to Stn. 0 + 300 W
            900
                feetStn.
                0 + 090 N to Stn. 0 + 300 W
            900
                feetStn.
                0 + 810 N to Stn. 0 + 250 W
            750
                feetStn.
                0 + 990 N to Stn. 0 + 350 W
            1,050
                feetStn.
                1 + 200 N to Stn. 0 + 250 W
            750
                feetStn.
                2 + 800 N to Stn. 1 + 500 W
            4,500
                feetStn.
                3 + 000 N to Stn. 1 + 500 W
            4,500feet13,350feetTotal
                base and grid sample lines
            17,550feet





In
      June
      2002, Stanford undertook a soil sampling program as mentioned below based on
      the
      above grid system.





June
      2002





Stanford
      continued its exploratory work on the SF claim by extending Grid line station
      0
      + 000 N to 675 W. Soil samples were collected every 80 feet for geochemical
      analysis.




Grid
      line
      station 0 + 090 N was entended to 0 + 0625 W every 75 plus feet and soil samples
      were collected for geochemical analysis.





These
      soil samples were obtained following the accepted geological soil sampling
      techniques. All 49 samples tested the “B” horizon, in soils, just below the
      humus contact. These samples were all analyzed by Acme Laboratories Ltd.,
      Vancouver, British Columbia, Canada, using the ME - ICP +1 method.






-15-





The
      soil
      sample geochemical assay results did not define any copper, lead or zinc
      anomalies. Further exploration will extend the soil sampling to the southern
      claim segment.





November
      2003





Stanford
      undertook the establishment of a new grid system north of the previously
      established grid system since due to light snow conditions and were the ground
      was relatively level. As in the past, the grid layout was continued with grid
      sampling stations horizontally chained and flagged every 30 feet. Stations
      were
      recorded, with location, every 90 feet. The new grid sampling lines established
      were as follows:





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




December
      2005 exploration work





During
      the 2005 season prospectors located mineralization quartz vein float (boulders)
      at the SF claim project. Eight samples were submitted to Acme Analytical Labs
      (an ISO 9001 Accredited Company) in Vancouver, British Columbia for analysis.
      Six samples returned assays ranging from 0.1% (1030 ppm) to 0.49% (4974 ppm)
      copper and two were anomalous in bismuth content. Geological engineers visited
      the property subsequently and did not identify a bedrock source for the
      boulders.





Even
      though John Jenks is the professional geologist who prepared a geological report
      for Stanford, he will not be the geologist assigned to the exploration of the
      SF
      claim. Mr. Macdonald, being a geologist himself, will direct and supervise
      the
      exploration program, based on the recommendations of John Jenks as noted above,
      and will determine at that time the staff he will require to facilitate it.






-16-





The
      Company’s Main Product





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





Stanford’s
      Exploration Facilities





While
      in
      the exploration phase, the crew of Stanford will be living in the town of
      Coalmont due to its close proximity to SF claim.





Investment
      Policies





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




**ITEM
      3. LEGAL PROCEEDINGS**




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




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**




There
      was
      no annual general meeting during the year.




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




During
      the past year, there has been no established trading market for Stanford’s
      common stock. Since its inception, Stanford has not paid any dividends on its
      common stock, and Stanford does not anticipate that it will pay dividends in
      the
      foreseeable future. As at August 31, 2006 Stanford had 59 shareholders; one
      of
      these shareholders is an officer and director of Stanford.





There
      are
      no common shares subject to outstanding options, warrants or securities
      convertible into common equity of Stanford. The number of shares presently
      subject to Rule 144 is 400,000 shares. The share certificate has the appropriate
      legend affixed thereto. Presently, under Rule 144, the number of shares which
      could be sold, if an application is made, is 23,585 shares. The 400,000 shares,
      mentioned above, are the only shares issued by Stanford which are restricted.
      There are no shares being offered pursuant to an employee benefit plan or
      dividend reinvestment plan. In addition, there are no outstanding options or
      warrants to purchase common shares or shares convertible into common shares
      of
      Stanford.





Equity
      Compensation Plans





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






-17-




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




**OVERVIEW**





The
      Company was incorporated on September 24, 1998 under the laws of the State
      of
      Delaware. The Company's Articles of Incorporation currently provide that the
      Company is authorized to issue 25,000,000 shares of common stock, par value
      $0.001 per share. The Company has completed one Regulation D offering of
      2,385,500 shares of its capital stock for $5,450. As at August 31, 2006 there
      were a total of 2,385,500 common shares issued and outstanding.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      at
      August 31, 2006, the Company had no cash and liabilities of $106,529. The
      liabilities of $57,653 owed to general creditors are as follows: auditors -
      $7,962 -, internal accountant -$24,713, - consulting - $6,000, office - $6,152,
      transfer agent fees - $12,618 and other payables - $208. The amount owed to
      related parties of $48,876 is non-interest bearing and has no fixed terms of
      repayment.





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





**Expenditure**
            
            **Amount**Accounting
                and audit
            i
            $
                23,615Bank
                charges and interest
            ii
            1,946Exploration
                and filing fees
            iii
            3,722Filing
                fees and franchise taxes
            iv
            373Management
                fees
            v
            6,000Office
            vi
            666Rent
            vii
            4,200Telephone
            viii
            2,400Transfer
                agent's fees and interest
            xii
            1,200Total
                expenses
            
            $44,122





i.  The
      Company has paid its former auditors, Amisano and Hanson, $2,749 for work on
      its
      SB-2. Its current auditor, Dale Matheson Carr-Hilton Labonte has been paid
      $11,376 during the year for the August 31, 2004 audit and the financial
      statement reviews. The Company has accrued $5,000 for the August 31, 2006 audit.
      The Company has also accrued $750 each for the November 2005 and February 2006
      preparation of working papers and $1,000 for the May 2006 working paper
      preparation to be paid to its accountant. $500 has been accrued for the August
      31, 2004 audit file preparation , $250 for the U.S. tax return for 2005 and
      $1,250 for the August 31, 2006 10-KSB.





ii.  Interest
      of $1,946 has been accrued on the transfer agent fee balance due to Nevada
      Agency and Trust Company.





iii.  During
      December, the Company accrued $3,722 in exploration fees paid personally by
      the
      President of the Company. The fees were payable for assessment work on the
      SF
      claim. The expenditure maintained the claim, in good standing until January
      12,
      2007.






-18-





iv  The
      Company has paid annual filing fees to The Company Corporation of $199.
      Franchise taxes were paid by the Company to the State of Delaware in the amount
      of $174 including late filing penalty and interest.





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





vi.  Office
      expenses of $666 were paid by the Company’s directors for expenditures on behalf
      of the Company. General expenses of $666 for photocopying, fax, courier and
      other were paid.





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





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





ix.  During
      the year, the Company received its annual billing from Nevada Agency & Trust
      Company for acting as transfer agent for the year in the amount of $1,200.





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





Expenditures
            
            RequirementsFor
              TwelveMonths
            CurrentAccounts
              Payable
            RequiredFunds
                for
              TwelveMonthsAccounting
                and audit
            1
            $
                15,000
            $
                32,675
            $
                47,675Bank
                charges and interest
            2
            500
            5,554
            6,054Consulting
            3
            -
            6,000
            6,000Edgar
                filing fees
            4
            1,150
            -
            1,150Exploration
                expenses
            5
            3,200
            208
            3,408Filing
                fees and franchise taxes
            6
            299
            -
            299Office
            7
            1,000
            6,152
            7,152Transfer
                agent's fees
            8
            1,200
            7,064
            8,264Estimated
                expenses
            
            $23,340
            $57,653
            $80,002





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





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






-19-





Filings
            Accountant
            Auditors
            TotalForm
                10-QSB - Nov. 30, 2006
            $
                1,000
            $
                2,000
            $
                3,000Form
                10-QSB - Feb 28, 2007
            1,000
            2,000
            3,000Form
                10-QSB - May 31, 2007
            1,000
            2,000
            3,000Form
                10-KSB - Aug 31, 2007
            1,500
            5,000
            6,500$4,500
            $11,000
            $15,500





2.  Bank
      charges and interest consists of the interest payable to the Nevada Agency
      and
      Trust Company on the balance of its account outstanding.





3.
      Consulting fees payable is the fee charged for the preparation of the
      SB-2.





4.
      Edgar
      filing fees comprise the cost of filing the various Forms 10-KSB and 10-QSB
      on
      Edgar. It is estimated the cost for each of the Form 10-QSBs will be $250 and
      the cost of filing the 10-KSB will be $400. In past periods, the cost of Edgar
      filing fees was included in accounting fees.





5.
      To
      maintain the SF claims in good standing the Company will incur a cost of Cdn
      $200 per unit. The number of units comprising the SF claim is 18 and therefore,
      the minimum cost will be $3,600 Cdn or $3,200 US, including the $180 filing
      fee.
      This amount does not give consideration to Phase I once the funds have been
      raised under Stanford’s effective registration statement.




6.
      Filing
      fees for the Company as a registered agent are $199 per year. Franchise taxes
      paid to the State of Delaware are $100.





7.
      Relates to photocopying and faxing and miscellaneous directors’ expenses based
      on prior year’s actual charges.





8.
      Each
      year the Company is charged a fee of $1,200 by its transfer agent to act on
      its
      behalf.







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





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





Stanford
      does not expect any significant changes in the number of employees.







**ITEM
      7. FINANCIAL STATEMENTS**




The
      financial statements of Stanford are included following the signature page
      to
      this Form 10-KSB.




**ITEM
      8. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE**






-20-




During
      the fiscal year ended August 31, 2006 and through the subsequent period to,
      to
      the best of Stanford’s knowledge, there have been no disagreements with Dale
      Matheson Carr-Hilton Labonte, Chartered Accountants on any matters of accounting
      principles or practices, financial statement disclosure, or audit scope
      procedures, which disagreement if not resolved to the satisfaction of Dale
      Matheson Carr-Hilton Labonte would have caused them to make a reference in
      connection with its report on the financial statements for the
      year.




**ITEM
      8A - CONTROLS AND PROCEDURES**




(a)  Evaluation
      of Disclosure Controls and Procedures





Stanford’s
      Chief Executive Officer and it Chief Financial Officer, after evaluating the
      effectiveness of Stanford’s controls and procedures (as defined in the
      Securities Exchange Act of 1934 Rules 13a 14(c) and 15d 14 (c) as of the date
      within 90 days of the filing of this annual report on Form 10-KSB (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Stanford’s
      disclosure controls and procedures were adequate and effective to ensure that
      material information relating to it would be made known to it by others,
      particularly during the period in which this annual report on Form 10-KSB was
      being prepared.





(b)  Changes
      in Internal Controls





There
      were no significant changes in Stanford’s internal controls or in other factors
      that could significantly affect Stanford’s disclosure controls and procedures
      subsequent to the Evaluation Date, nor any significant deficiencies or material
      weaknesses in such disclosure controls and procedures requiring corrective
      actions.





**PART
      111**




**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE
      WITH SECTION 16 (a) OF THE EXCHANGE ACT**




The
      following table sets forth as of August 31, 2006, the name, age, and position
      of
      each of its executive officers and directors and the term of office of each
      director of Stanford.





Name
            Age
            Position
                Held
            Term
                as Director
              SinceGlen
                Macdonald
            57
            President
                and Director
            2002Vera
                McCullough
            57
            Secretary
                Treasurer, Chief Financial Officer and Director
            2001William
                Nielsen
            62
            Chief
                Accounting Officer and Director
            2003





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






-21-





Audit
      Committee





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





The
      overall general function of the audit committee is to review the overall audit
      plan and Stanford’s system of internal control, to review the results of the
      external audit, and to resolve any potential dispute with Stanford’s auditors.
      The percentage of common shares beneficially owned, directly or indirectly,
      or
      over even which control or direction is exercised by all directors and officers
      of Stanford, collectively, is approximately 17 percent of the total issued
      and
      outstanding shares. The directors will be appointing 2 independent members
      of
      the Audit Committee; each one being a non-director and non-officer of Stanford.
      These individuals have not yet been identified.





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





GLEN
      MACDONALD attended the University of British Columbia and obtained degrees
      in
      economics and geology in 1972 and 1973 respectively. He attended the Masters
      Program for Artic engineering at the University of Alaska for a year but did
      not
      graduate with his Masters Degree due to family matters. He is a member of the
      Alberta Professional Engineers, Geologists and Geophysicists Association and
      a
      member of the British Columbia Association of Professional Engineers and
      Geoscientists. He has experience in grade control and ore reserve definition
      at
      2000 plus tons per day underground mine and has been a project manager for
      exploration programs with budgets that exceed $2,000,000. Between 1973 and
      1974,
      Mr. Macdonald worked as a geologist for Whitehorse Copper Mines Ltd. in the
      Yukon where his duties involved exploration activities around the mine as well
      as grade control underground. In 1975 to 1983, Mr. Macdonald was employed as
      Exploration Project Manager with Noranda Mines Ltd in the Yukon and parts of
      the
      North West Territories in Canada where he was in-charge of projects that ranged
      from regional exploration to ore definition drilling programs for feasibility
      scoping studies. Noranda Mines is involved in base metal exploration, being
      metals other than precious metals such as gold and silver, such as copper and
      zinc and to a much lesser extent in gold and silver. As Exploration Project
      Manager, Mr. Macdonald was responsible for identifying mineral properties of
      merit for either joint venture with other companies or the outright purchase
      of
      the mineral claim in question. Mr. Macdonald was also responsible for a project
      which included design and management of a placer mine which was a 2 to 3 year
      project employing up to 10 professional staff plus ancillary personnel. In
      addition, he was responsible for the identification, design and management
      of a
      joint venture project between Noranda Mines and Westinghouse to look for
      tungsten in the North West Territories and Alaska. In 1983, Mr. Macdonald left
      his position with Noranda and became an independent consultant. Between 1983
      and
      2002, he has worked as a consultant for a number of junior and major exploration
      companies; some of which include AGIP, Tenajon Resources, Ashton Mines and
      American Express Leasing. As a consultant his duties included the design,
      implications and management of core drilling projects either in British
      Columbia, North West Territories or the Yukon. In the designing, implicating
      and
      managing of the various exploration programs for his clients he was responsible
      for the prospecting, mapping, undertaking various geochemcial surveys which
      would lead to the eventual acquisition of the mineral claim under examination.
      In addition, his responsibilities included mine resources definition for
      extraction, project results analysis, project design and management, government
      liason, report writing for professional corporate purposes and general corporate
      direction. During 2002 and 2003, as part of his consulting






-22-




business,
      he acted as exploration manager and a director from January 1995 to January
      2002
      for New Shoshoni Ventures Ltd., a company in the exploration industry since
      its
      inception, where he negotiated the acquisition of Drybones Bay Kimberlite ,
      located in the Northwest Territories near Yellowknife, had been an inactive
      property for the past five years. This property contains diamond bearing
      kimberlite (a mineral which occurs in vertical pipes, dikes and sills and is
      the
      principal original environment of diamonds) and Mr. Macdonald designed the
      program required to further the geophysical and other exploration techniques
      to
      allow a decision to be made to commence a winter drill program on the property.
      This has lead to the discovery of a new diamond bearing kimberlite. In addition
      to acting as a geological consultant during 2004, Mr. Macdonald has been kept
      on
      retainer to act for New Shoshoni Ventures Ltd in order to review other projects
      that might be introduced to it.





VERA
      McCULLOUGH graduated from New Westminister Senior Secondary in 1965 and was
      subsequently employed with BC Telephone where she became Supervisor of
      Operations responsible for scheduling and hiring. In 1972 she left her position
      at BC Telephone and started work for Brothers Electric Ltd. of Vancouver,
      British Columbia; an electrical contracting company doing work in both the
      commercial and residential housing area. Her position in Brothers Electric
      Ltd
      was as Comptroller in which her responsibilities included overseeing the
      estimating of various commercial and residential jobs, setting up budgets for
      over all review by management, accounting for accounts receivable and answering
      any complaints from customers, ensuring adequate controls were established
      over
      accounts payable and ensuring timely payment of all outstanding invoices,
      control over payroll including remittances to the various governmental agencies,
      reviewing complaints from staff members and assisting, where possible, in the
      annual evaluation of personnel, and overseeing the daily operations of the
      office and warehouse facilities. She was employed by Brothers Electric Ltd
      until
      2001 when she retired, having worked for the company for 29 years. Other than
      being Chief Financial Officer, Secretary Treasurer and Director of Stanford,
      Mrs
      McCullough is not seeking any employment with any other firm or
      organization.





WILLIAM
      SCHELL NIELSEN obtained a degree as an Registered Industrial Accountant while
      attending the University of Alberta in Calgary, Alberta. In (year) he received
      a
      degree in Business Administration and Accounting while living in Hamilton,
      Bermuda. In 1964 Mr. Nielsen worked as General Manager for Major Supplies Ltd.
      in Sechelt, British Columbia, Canada which was a company retailing and
      wholesaling lumber, tools, hardware, electrical and automotive supplies. He
      was
      responsible for sales, installation and servicing of major domestic and
      commercial appliances for Inglis/Whirlpool and Sears Canada Ltd. In 1984, he
      became Branch Manager for Inglis Limited in Surrey, British Columbia where
      he
      was responsible for starting up the new Inglis service branch by establishing
      inventory requirements, determining staff levels and overall responsibility
      for
      service technicians and the customer service center. During this period, Mr.
      Nielsen was responsible for accounting for all branch profits and computerizing
      the entire operations. In 1992, he was transferred by Inglis/Whirlpool
      Corporation to Mississauga, Ontario as District Manager and Accountant where
      he
      was responsible for the management of parts inventory and sales distribution
      for
      32 Inglis Service Depots throughout British Columbia. In addition, he was
      responsible for the development of new sales areas and the accounting for all
      assets under his control. In 1997, he became Chief Accountant and Administrator
      for Zarcan Minerals Inc. of Vancouver, British Columbia where he was responsible
      for managing all company financial transactions, including budgeting,
      preparation of all financial information for distribution to Directors and
      shareholders, income tax preparation and payroll. In 2002 he left this position
      to work full time with a business consulting company, Nielsen-Popek &
Associates, Certified Public Accountants, which he had originally established
      in
      1980. This firm is an established consulting business offering ongoing
      evaluations, assessments, management development programs, accounting and income
      tax preparation to small and medium sized companies.





Glen
      Macdonald holds a directorship on the following reporting
      companies:






-23-





Starfield
      Resources Inc. (OTC.BB - SRFDF and TSX - SRU)


Thelon
      Ventures Ltd. (TSX - THV)


Otish
      Mountain Ventures Inc. (TSX - OTS)


Golden
      Caribou Resources Ltd. (TSV - GCC)


Solitaire
      Minerals Corporation (TSV - SLT)





Vera
      McCullough and William Nielsen do not hold a directorship position on any other
      reporting companies.





Family
      Relationships





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





Significant
      Employees, Full and Part time and Hours Worked





Other
      than the three directors of Stanford, Glen Macdonald, William Nielsen and Vera
      McCullough, Stanford has no other employees. If Glen Macdonald is not available
      during the exploration of the SF claim, Stanford will have to consider hiring
      consultants to oversee the exploration activities. The consultants would only
      be
      hired for the duration of the exploration program and once it has been completed
      they will no longer be engaged in any activities of Stanford. Stanford does
      not
      wish, at the present time due to lack of capital, to retain employees during
      periods when the SF claim is not being explored.





Glen
      Macdonald, William Nielsen and Vera McCullough do not work full time for
      Stanford. They may each spend up to 5 hours a month on administrative work
      for
      Stanford. During the exploration program, it is anticipated Glen Macdonald
      will
      spend approximately 20 hours a week on supervising the program. Mr. John Jenks,
      whose exploration budget is shown on page 14 and 15, has no agreement with
      Stanford to serve as a consultant or to work for Stanford in any other capacity.





Involvement
      in Certain Legal Proceedings





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





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





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





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





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






-24-


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





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





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





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





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





**Compliance
      with Section 16 (a) of the Exchange Act**





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





The
      following table sets forth as at August 31, 2006, the name and position of
      each
      Reporting Person that filed any reports required pursuant to Section 16 (a)
      during the most recent fiscal year.





Name
            Position
            Form
            Date
                Report FiledGlen
                Macdonald
            Chief
                Executive Officer,President
                and Director
            3
            Not
                filedVera
                McCullough
            Secretary
                Treasurer, ChiefFinancial
                Officer and Director
            3
            Not
                filedWilliam
                Nielsen
            Chief
                Accounting Officer and
                Director
            3
            Not
                filed





All
      directors contemplate filing Form 3’s now that the Company’s registration
      statement is effective.




**ITEM
      10. EXECUTIVE COMPENSATION**




**Cash
      Compensation**






-25-





There
      was
      no cash compensation paid to any director or executive officer of Stanford
      during the fiscal year ended August 31, 2006.





The
      following table sets forth compensation paid or accrued by Stanford during
      the
      fiscal years ended August 31, 2003 to 2006 to Stanford’s President and CEO, CFO,
      CAO, Directors and Secretary Treasurer.


**Summary
      Compensation Table (2003-2006)**


**Long
      Term Compensation (US Dollars)**


**** **** Annual
      Compensation    Awards   Payouts


(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)<S>Name
                and
              Principal
                position
            Year
            Salary
            Other
              annual
              Comp.
              ($)
            Restricted
              stock
              awards
              ($)
            Options/
              SAR
              (#)
            LTIP
              payouts
              ($)
            All
                other
              compen-
              sation
              ($)Glen
                Macdonald
              Chief
                Executive
              Officer,
                President
              and
                Director
            2003
              2004
              2005
              2006
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-Vera
                McCullough
              Secretary
                Treasurer,
              Chief
                Financial
              Officer
                and Director
            2003
              2004
              2005
              2006
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-William
                Nielsen
              Chief
                Accounting Officer,
              and
                Director
            2003
              2004
              2005
              2006
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-
            -0-
              -0-
              -0-
              -0-





There
      has
      been no compensation given to either of the Directors or Officers during the
      periods ended August 31, 2003 to 2006. There are no stock options outstanding
      as
      at August 31, 2006, but it is contemplated that the Company may issue stock
      options in the future to officers, directors, advisers and future
      employees.





**Bonuses
      and Deferred Compensation**





None





**Compensation
      Pursuant to Plans**





None





**Pension
      Table**





None





**Other
      Compensation**





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






-26-





**Compensation
      of Directors**





None





**Termination
      of Employment**





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




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




SECURITY
      OWNERSHIP OF MANAGEMENT AND BENEFICIAL OWNERS





The
      following table sets forth information regarding the beneficial ownership of
      shares of Stanford’s common stock as of August 31, 2006 (2,358,500 shares issued
      and outstanding) by all directors, executive officers and beneficial owners
      of
      more than five (5%) of our shares.





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






-27-




(1)
            
            Mr.
                Macdonald has sole voting power and sole dispositive power as to
                all the
                shares shown as beneficially owned by him.(2)
            
            Under
                Rule 13-d of the Exchange Act, shares not outstanding but subject
                to
                options, warrants, rights and conversion privileges pursuant to which
                such
                shares may be required in the next 60 days are deemed to be outstanding
                for the purpose of computing the percentage of outstanding shares
                owed by
                the person having such rights, but are not deemed outstanding for
                the
                purpose of computing the percentage for such other persons. None
                of the
                directors of Stanford have any options, warrants, rights or conversion
                privileges outstanding.(3)
            
            The
                shares held by Glen Macdonald are restricted since they were issued
                to a
                former director in compliance with an exemption from registration
                by
                Section 4(2) of the Securities Act of 1933, as amended. After these
                shares
                have been held for one year, Mr. Macdonald could sell a percentage
                of his
                shares based on one percent of the issued and outstanding shares
                of
                Stanford. In other words, Mr. Macdonald’s shares can be sold after the
                expiration of one year in compliance with the provisions of Rule
                144. The
                shares certificate bears a ‘stop transfer’ legend on it. As at August 31,
                2006, the number of shares which could presently be sold pursuant
                to Rule
                144 is 23,585 shares.(4)
            
            Vera
                McCullough presently does not own any shares in Stanford but is planning
                to acquire for cash 25,000 shares under the Company’s Offering. When
                issued these shares will be restricted from trading in compliance
                with an
                exemption from registration provided by Section 4(2) of the Securities
                Act
                of 1933, as amended. After these shares have been held for one year,
                Mrs.
                McCullough could sell a percentage of her shares based on one percent
                of
                the issued and outstanding shares of Stanford. In other words, Mrs.
                McCullough’s shares can be sold after the expiration of one year in
                compliance with the provisions of Rule 144. The share certificate
                will
                have a ‘stop transfer’ legend stamped on
                it.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




**Transactions
      with Management and Others**





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





**Indebtedness
      of Management**





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






-28-




**Transactions
      with Promoters**





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








-29-


**PART
      IV**




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**




(a)
                (1)**Financial
                Statements.**The
                following financial statements are included in this
                report:Title
                of Document
            PageReport
                of Dale Matheson Carr-Hilton Labonte, Chartered
                Accountants
            33Balance
                Sheet as of August 31, 2006
            34Statement
                of Operations for the year ended August 31, 2006 and 2005 andfor
                the period from September 24, 1998 (Date of Inception) toAugust
                31, 2006
            35Statement
                of Cash Flows for the year ended August 31, 2006 and 2005 andfor
                the period from September 24, 1998 (Date of Inception) toAugust
                31, 2006
            36Statement
                of Changes in Stockholders’ Equity for the period from September24,
                1998 (Date of Inception) to August 31, 2006
            37Notes
                to Financial Statements








(a)
                (2)**Financial
                Statement Schedules**The
                following financial statement schedules are included as part of this
                report by reference:None.(a)
                (3)**Exhibits**The
                following exhibits are included as part of this report by
                reference:1.
                Certificate of Incorporation , Articles of Incorporation and
                By-laws1.1Certificate
                of Incorporation (incorporated by reference from Stanford’s
                RegistrationStatement
                on Form SB-2 filed on August 26, 2003)1.2Articles
                of Incorporation (incorporated by reference from Stanford’s RegistrationStatement
                on Form SB-2 filed on August 26, 2003)1.3By-laws
                (incorporated by reference from Stanford’s Registration Statement on FormSB-2
                filed on August 26, 2003)99.1Certificate
                Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 (Chief
                ExecutiveOfficer)99.2Certification
                of the Chief Executive Officer Pursuant to Section 906 of the
                Sarbanes-OxleyAct
                of 200299.3Certificate
                Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002 (ChiefFinancial
                Officer)99.4Certificate
                of the Chief Financial Officer Pursuant to Section 906 of the
                Sarbanes-OxleyAct
                of 2002






-30-




**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**




(1)  Audit
      Fees





The
      aggregate fees billed by the independent accountants for the last two fiscal
      years for professional services for the audit of Stanford’s annual financial
      statements and the review included in Stanford’s Form SB-2 and services that are
      normally provided by the accountants in connection with statutory and regulatory
      filings or engagements for those fiscal years were $28,600.





(2)  Audit-Related
      Fees





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





(3)  Tax
      Fees





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





(4)  All
      Other Fees





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




(5)  Audit
      Committee’s Pre-approval Policies





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





(6)  Audit
      hours incurred





The
      principal accountants did not spend greater than 50 percent of the hours spent
      on the accounting by Stanford’s internal accountant.






-31-





**SIGNATURES**







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





**STANFORD
      MANAGEMENT LIMITED**


(Registrant)





By: GLEN
      MACDONALD


Glen
      Macdonald


Chief
      Executive Officer,


President
      and Director









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





By: GLEN
      MACDONALD


Glen
      Macdonald


Chief
      Executive Officer,


President
      and Director





By: VERA
      MCCULLOUGH


Vera
      McCullough


Chief
      financial Officer, Secretary


Treasurer
      and Director





By: WILLIAM
      NIELSON


William
      Nielson


Chief
      Accounting Officer and


Director










-32-













**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





To
      the
      Stockholders and Board of Directors of Stanford Management Ltd. (a
      pre-exploration stage Company).





We
      have
      audited the balance sheet of Stanford Management Ltd. as at August 31, 2006
      and
      2005 and the statements of operations, stockholders’ deficiency and cash flows
      for the years then ended and for the cumulative period from September 24, 1998
      (inception) to August 31, 2006. These financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these financial statements based on our audits. The Company’s
      financial statements at August 31, 2003 and for the year then ended, and for
      the
      period September 24, 1998 (date of inception) to August 31, 2003 were audited
      by
      other auditors whose report dated November 21, 2003 included an explanatory
      paragraph regarding the Company’s ability to continue as a going concern. The
      financial statements for the period from September 24, 1998 (date of inception)
      to August 31, 2003 reflect a total net loss of $98,072 of the related cumulative
      totals. The other auditors’ reports have been furnished to us, and our opinion,
      insofar as it relates to amounts included for such prior period, is based solely
      on the reports of such other auditors.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform an audit to obtain reasonable assurance whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, these financial statements present fairly, in all material respects,
      the financial position of the Company as at August 31, 2006 and 2005 and the
      results of its operations and its cash flows and the changes in
      stockholders’ deficiency for the years then ended and for the period from
      September 24, 1998 (date of inception) to August 31, 2006 in conformity with
      accounting principles generally accepted in the United States of
      America.





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


DALE
      MATHESON CARR-HILTON LABONTE LLP


**DALE
      MATHESON CARR-HILTON LABONTE** **LLP**


**CHARTERED
      ACCOUNTANTS**


Vancouver,
      B.C.


November
      6, 2006













-33-





**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**BALANCE
      SHEETS**








**LIABILITIES**
            **August
                31,**
              **2006**
            **August
                31****,**
              **2005**Current
                LiabilitiesAccounts
                payable and accrued liabilities
            **$
                57,653**
            **$
                48,573**Due
                to related parties - Note 4
            **48,876**
            ******26,434****106,529**
            ******75,007****STOCKHOLDERS’
                DEFICIENCY**Common
                stock $0.001 par value25,000,000
                authorized2,358,500
                outstanding (August 31,2005: 2,385,500)
            **2,358**
            **2,358**Additional
                paid in capital
            **100,800**
            **88,200**Donated Capital (Note 6)
            **3,092**
            **3,092**Deficit
                accumulated during the pre-exploration stage
            **(212,779)**
            **(168,657****)****(106,529)**
            ******(75,007)****$****-**
            **$****-**Going
                Concern Contingency (Note 1)







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







-34-





**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**STATEMENTS
      OF OPERATIONS**




**Year
                ended**
              **August
                31,**
              **2006**
            **Year
                ended**
              **August
                31,**
              **2005**
            **September
                24,**
              **1998
                (Inception)**
              **To
                August 31, 2006**ExpensesBank
                charges and interest
            **$
                1,946**
            **$
                1,431**
            **$
                5,697**Consulting
            **-**
            **-**
            **6,000**Exploration
                expenses
            **3,722**
            **3,510**
            **13,470**Filing
                fees
            **373**
            **257**
            **2,395**Management
                fees - Note 6
            **6,000**
            **6,000**
            **48,000**Office
                and general
            **666**
            **4,869**
            **9,433**Professional
                fees
            **23,615**
            **12,735**
            **63,959**Rent
                - Note 6
            **4,200**
            **4,200**
            **33,600**Telephone
                - Note 6
            **2,400**
            **2,400**
            **19,200**Transfer
                agent’s fees
            **1,200**
            ******1,200**
            ******11,025****44,122**
            ******36,602**
            ******212,779**Net
                loss for the year
            **$****(44,122)**
            **$
                (****36,602)**
            **$
                (****212,779)**Basic
                and diluted loss per share
            **$****(
                0.02)**
            **$****(
                0.02)**Weighted
                average numberof
                common shares outstanding
            **2,358,500**
            **2,358,500**







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





-35-





**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**STATEMENTS
      OF CASH FLOWS**





**Year
                ended**
              **August
                31,**
              **2006**
            **Year
                ended**
              **August
                31,**
              **2005**
            **September
                24,**
              **1998
                (Inception)**
              **to
                August 31,**
              ******2006**Cash
                flows from Operating ActivitiesNet
                loss for the year
            **$
                (44,122)**
            **$
                (36,602)**
            **$
                (212,779)**Non-cash
                administrative expenses
            **12,600**
            **12,600**
            **100,800**Changes
                in non-cash working capital itemsAccounts
                payable and accrued liabilities
            **9,080**
            ******9,181******
            **57,653**Cash
                used in operating activities
            **(22,442)**
            ******(14,821)**
            **(54,326)**Cash
                flows from Financing ActivitiesCapital
                stock issued
            **-**
            **-**
            **5,450**Due
                to related parties
            **22,442**
            ******14,821**
            ******48,876**Cash
                provided by financing activities
            **22,442**
            ******-**
            ******54,326**Change
                in cash during the year
            **-**
            ******-**
            **-**Cash,
                beginning of the year
            **-**
            ******-**
            ******-**Cash,
                end of the year
            **$****-**
            **$****-**
            **$****-**Supplemental
                disclosure of cash flow information:Cash
                paid during the year for:Interest
            **$****-**
            **$****-******
            **$****-**Income
                taxes
            **$****-**
            **$****-******
            **$****-******Non-cash
                transaction - Note 7








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





-36-





**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**STATEMENT
      OF STOCKHOLDERS’ EQUITY (DEFICIENCY)**


for
      the
      period September 24, 1998 (Inception) to August 31, 2006





Number
            Par
                Value
            Additional
              Paid-inCapital
            Donated
              Capital(Note
                6)
            Deficit
                accumulated
              during
                the pre-
                exploration
              Stage
            TotalCapital
                stock issuedFor
                cash - at $0.001
            2,015,000
            $
                2,015
            $
                -
            $
                -
            $
                -
            $
                2,015-
                at $0.01
            343,500
            343
            3,092
            -
            -
            3,435Donated
                capital
            -
            -
            -
            12,600
            -
            ****12,600Net
                loss for the period
            -
            -
            -
            -
            (17,294)
            (
                17,294)Balance,
                August 31, 1999
            2,358,500
            2,358
            3,092
            12,600
            (17,294)
            756Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                loss for the year
            -
            -
            -
            -
            (15,583)
            (15,583)Balance,
                August 31, 2000
            2,358,500
            2,358
            3,092
            25,200
            (32,877)
            (2,227)Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                loss for the year
            -
            -
            -
            -
            (18,415)
            (18,415)Balance,
                August 31, 2001
            2,358,500
            2,358
            3,092
            37,800
            (51,292)
            (
                8,042)Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                loss for the year
            -
            -
            -
            -
            (18,160)
            (18,160)Balance,
                August 31, 2002
            2,358,500
            2,358
            3,092
            50,400
            (69,452)
            (13,602)Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                loss for the year
            -
            -
            -
            -
            (28,620)
            (28,620)Balance,
                August 31, 2003
            2,358,500
            2,358
            3,092
            63,000
            (98,072)
            (
                29,622)Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                Loss for the year
            -
            -
            -
            -
            (33,983)
            (33,983)Balance,
                August 31, 2004
            2,358,500
            2,358
            3,092
            75,600
            (132,055)
            (51,005)Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                loss for the year
            -
            -
            -
            -
            (36,602)
            (36,602)Balance,
                August 312005
            2,235,500
            2,358
            3,092
            88,200
            (168,657)
            (75,007)Donated
                capital
            -
            -
            -
            12,600
            -
            12,600Net
                loss for the year
            -
            -
            -
            -
            (44,122)
            (44,122)Balance,
                August 31, 2006
            2,358,500
            $
                2,358
            $
                3,092
            $
                100,800
            $
                (212,779)
            $
                (106,529)





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








-37-








**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006





**Note
      1**  **** **Nature
      and Continuance of Operations**





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





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





**Going
      Concern**





These
      financial statements have been prepared on a going concern basis. The Company
      has accumulated a deficit of $212,779 since inception and at August 31, 2006
      has
      a working capital deficiency totaling $106,529. Its ability to continue as
      a
      going concern is dependent upon the ability of the Company to obtain the
      necessary financing to meet its obligations and repay its liabilities arising
      from normal business operations with they become due and ultimately to generate
      profitable operations in the future. The Company’s current operating expenses
      are being funded by way of loans from a director. Refer to Note 4.





The
                Company has recently completed a form SB-2 Registration Statement
                with the
                Securities and Exchange Commission in connection with a planned prospectus
                offering of a minimum of 250,000 shares of its common stock and a
                maximum
                of 1,000,000 shares of its common stock, par value of $0.001, for
                $0.20
                per share. This will result in minimum proceeds of $50,000 and maximum
                proceeds of $200,000.





**Note
      2**  **** **Summary
      of Significant Accounting Policies**





The
      financial statements of the Company have been prepared in accordance with
      generally accepted accounting principles in the United States of America (“US
      GAAP”).





The
      financial statements have, in management’s opinion, been properly prepared
      within reasonable limits of materiality and within the framework of the
      significant accounting policies summarized below:





**Pre-exploration
      Stage Company**





The
      Company complies with the Financial Accounting Standards Board (“FASB”)
      Statement No. 7, and Securities and Exchange Commission (SEC) Act Guide 7 for
      its characterization of the Company as pre-exploration stage.







-38-







**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006








**Note
      2**  **** **Summary
      of Significant Accounting Policies - (cont’d)**





**Mineral
      Property**





The
      Company has been in the pre-exploration stage since its formation on September
      24, 1998 and has not realized any revenues from its planned operations. It
      is
      primarily engaged in the acquisition and exploration of mineral properties.
      Mineral property acquisition, exploration and development costs are expensed
      as
      incurred until such time as economic reserves are quantified. The recoverability
      of capitalized costs of mineral properties are presumed to be insupportable
      under FASB Statement No. 144 prior to determining the existence of a
      commercially minable deposit, as contemplated by Industry Guide 7 for mining
      companies in the exploration stage. Further, the Company has considered the
      guidance under EITF 04-2 and has determined that capitalization of mineral
      property acquisition costs is inappropriate at the current stage of the
      Company’s mineral property exploration activities. **** When
      it
      has been determined that a mineral property can be economically developed as
      a
      result of establishing proven and probable reserves, the costs incurred to
      develop such property will be capitalized. Such costs will be amortized using
      the unit-of-production method over the estimated life of a probable or proven
      reserve.





As
      of the
      date of these financial statements, the Company has only incurred exploration
      costs which have been charged to operations. To date the Company has not
      established any proven or probable reserves on its mineral properties. The
      Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
      Retirement Obligations” which establishes standards for the initial measurement
      and subsequent accounting for obligations associated with the sale, abandonment,
      or other disposal of long-term tangible assets arising from the acquisition,
      construction or development and for normal operations of such assets. As
      of August 31, 2006 and August 31, 2005, any potential costs related to the
      retirement of the Company’s mineral property interests have not yet been
      determined.





**Use
      of Estimates and Assumptions**





The
      preparation of financial statements in conformity with US GAAP requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amounts of revenues and
      expenses during the period. Actual results could differ from those
      estimates.











-39-








**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006








**Note
      2** **Summary
      of Significant Accounting Policies - (cont’d)**





**Foreign
      Currency Translations**





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





**Environmental
      Costs**





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





**Income
      Taxes**





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





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











-40-








**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006





**Note
      2**  **** **Summary
      of Significant Accounting Policies - (cont’d)**





**Basic
      Loss Per Share**





The
      Company computes loss per share in accordance with the SFAS No. 128, “Earnings
      Per Share” which requires presentation of both basic and diluted earning per
      share on the face of the statement of operations. Basic loss per


share
      is
      computed by dividing net loss available to common shareholders by the weighted
      average number of outstanding common shares during the period. Diluted loss
      per
      share gives effect to all dilutive potential common shares outstanding during
      the period including stock options using the treasury stock method. Diluted
      loss
      per share excludes all potential common shares if their effect is
      anti-dilutive.





**Financial
      Instruments**





The
      carrying value of accounts payable and accrued liabilities and due to related
      parties approximates fair value because of the short term maturity of these
      instruments. Unless otherwise noted, it is management’s opinion that the Company
      is not exposed to significant interest, currency or credit risks arising from
      these financial instruments.





**Stock-based
      Compensation**





Effective
      March 1, 2006, the Company adopted SFAS No. 123 (revised 2004) (SFAS
      No. 123R), “ *Share-Based
      Payment* ”,
      which
      addresses the accounting for stock-based payment transactions in which an
      enterprise receives employee services in exchange for (a) equity
      instruments of the enterprise or (b) liabilities that are based on the fair
      value of the enterprise’s equity instruments or that may be settled by the
      issuance of such equity instruments. In January 2005, the Securities and
      Exchange Commission (SEC) issued Staff Accounting Bulletin
      (SAB) No. 107, which provides supplemental implementation guidance for
      SFAS No. 123R. SFAS No. 123R eliminates the ability to account for
      stock-based compensation transactions using the intrinsic value method under
      Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock
      Issued to Employees, and instead generally requires that such transactions
      be
      accounted for using a fair-value-based method. The Company uses the
      Black-Scholes-Merton option-pricing model to determine the fair-value of
      stock-based awards under SFAS No. 123R, consistent with that used for pro
      forma disclosures under SFAS No. 123, Accounting for Stock-Based
      Compensation. The Company has elected the modified prospective transition method
      as permitted by SFAS No. 123R and accordingly prior periods have not been
      restated to reflect the impact of SFAS No. 123R. The modified prospective
      transition method requires that stock-based compensation expense be recorded
      for
      all new and unvested stock options, restricted stock, restricted stock units,
      and employee stock purchase plan shares that are ultimately expected to vest
      as
      the requisite service is rendered beginning on January 1, 2006 the first day
      of
      the Company’s fiscal








-41-





**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006




**Note
      2**  **** **Summary of Significant Accounting Policies - (cont’d)** ****





**Stock-based
      Compensation - (cont’d)**





year
      2006. Stock-based compensation expense for awards granted prior to January
      1,
      2006 is based on the grant date fair-value as determined under the


pro
      forma
      provisions of SFAS No. 123. In accordance with SFAS No. 123R,
      beginning in the first quarter of 2006 the Company will present excess tax


benefits
      from the exercise of stock-based compensation awards as a financing activity
      in
      the condensed consolidated statement of cash flows.





Prior
      to
      the adoption of SFAS No. 123R, the Company measured compensation expense
      for its employee stock-based compensation plans using the intrinsic value method
      prescribed by APB Opinion No. 25. The Company applied the disclosure
      provisions of SFAS No. 123 as amended by SFAS No. 148, “Accounting for
      Stock-Based Compensation - Transition and Disclosure”, as if the
      fair-value-based method had been applied in measuring compensation expense.
      Under APB Opinion No. 25, when the exercise price of the Company’s employee
      stock options was equal to the market price of the underlying stock on the
      date
      of the grant, no compensation expense was recognized.





The
      Company accounts for equity instruments issued in exchange for the receipt
      of
      goods or services from other than employees in accordance with SFAS No. 123
      and
      the conclusions reached by the Emerging Issues Task Force (“EITF”) in Issue No.
      96-18 (“EITF 96-18”). Costs are measured at the estimated fair market value of
      the consideration received or the estimated fair value of the equity instruments
      issued, whichever is more reliably measurable. The value of equity instruments
      issued for consideration other than employee services is determined on the
      earliest of a performance commitment or completion of performance by the
      provider of goods and services as defined by EITF 96-18.





The
      Company has not adopted a stock option plan and has not granted any stock
      options. Accordingly, no stock-based compensation has been recorded to
      date.





**Recent
      Accounting Pronouncements**




In
      February 2006, the FASB issued SFAS No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments-an amendment of FASB Statements No.
      133
      and 140* ”,
      to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, “ *Accounting
      for Derivative Instruments and Hedging Activities* ”,
      to
      permit fair value re-measurement for any hybrid financial instrument with an
      embedded derivative that otherwise would require bifurcation, provided that
      the
      whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
      SFAS No. 140, “ *Accounting
      for the Impairment or Disposal of Long-Lived Assets* ”,
      to
      allow a qualifying special-purpose entity to hold a derivative financial
      instrument that pertains to a beneficial interest other than another derivative
      financial instrument. SFAS No. 155 applies to all financial instruments acquired
      or issued after the beginning of an entity's first fiscal year that begins
      after
      September 15, 2006, with earlier








-42-






**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006





**Note
      2**  **** **Summary of Significant Accounting Policies - (cont’d)** ****





**Recent
      Accounting Pronouncements - (cont’d)**




application
      allowed. This standard is not expected to have a significant effect on the
      Company’s future reported financial position or results of
      operations.




In
      March
      2006, the FASB issued SFAS No. 156, " *Accounting
      for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
      Accounting for Transfers and Servicing of Financial Assets and Extinguishments
      of Liabilities* ". This
      statement requires all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable, and permits
      for
      subsequent measurement using either fair value measurement with changes in
      fair
      value reflected in earnings or the amortization and impairment requirements
      of
      Statement No. 140. The subsequent measurement of separately recognized servicing
      assets and servicing liabilities at fair value eliminates the necessity for
      entities that manage the risks inherent in servicing assets and servicing
      liabilities with derivatives to qualify for hedge accounting treatment and
      eliminates the characterization of declines in fair value as impairments or
      direct write-downs. SFAS No. 156 is effective for an entity's first
      fiscal year beginning after September 15, 2006.  This adoption of this
      statement is not expected to have a significant effect on the Company’s future
      reported financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, *“Fair
      Value Measures”* (“SFAS No. 157”).
      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 September 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 Postretirement 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 multiemployer 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 Company does not expect that the implementation of SFAS No. 158
      will have any material impact on its financial position and results of
      operations.










-43-





**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006








**Note
      2**  **** **Summary of Significant Accounting Policies - (cont’d)** ****





**Recent
      Accounting Pronouncements - (cont’d)**





In
      September 2006, the SEC issued Staff Accounting Bulletin
      (“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
      Company is currently evaluating the impact of adopting SAB No. 108 but does
      not expect that it will have a material effect on its
      financial statements.





**Note
      3**  **** **Mineral
      Claims (unproven)**





The
      Company has a 100% interest in an 18 unit metric mineral claim known as the
      SF
      claim located in the Tulameen Mining Division located 11 miles northwest of
      Princeton, British Columbia, Canada. The claim has not been proven to have
      a
      commercially viable reserve and therefore all costs for exploration and
      retaining the property has been expensed.





**Note
      4**  **** **Due
      to Related Parties**





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





**Note
      5 Income Taxes**





Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has net operating losses
      of approximately $213,000, which commence expiring in 2026. Pursuant to
      SFAS No. 109, the Company is required to compute tax assets benefiting for
      net
      operating losses carried forward. Potential benefit of net operating losses
      have
      not been recognized in these financial statements because the Company cannot
      be
      assured it is more likely than not it will utilize the net operating losses
      carried forward in future years.





The
      components of the net deferred tax asset at August 31, 2006 and the statutory
      tax rate, the effective tax rate and the elected amount of the valuation are
      scheduled below.











-44-











**STANFORD
      MANAGEMENT LTD.**


(A
      Pre-exploration Stage Company)


**NOTES
      TO THE FINANCIAL STATEMENTS**


August
      31, 2006





**Note
      5 Income Taxes** **-
      (cont’d)**








August
                31,
              2006
            August
                31,
              2005Net
                loss
            $
                44,122
            $
                36,602Statutory
                tax rate
            35%
            35%Deferred
                tax asset
            15,443
            12,811Valuation
                allowance
            (15,443)
            (12,811)Net
                deferred tax asset
            -
            -







**Note
      6**  **** **Donated
      Capital**





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








**Year****ended**
              **August
                31,****2006**
            **Year****ended**
              **August
                31,****2005**
            **Sept.
                24, 1998**
              **(inception)
                to****August
                31, 2006****Management**
                F**ees**
            **$
                6,000**
            **$
                6,000**
            **$
                48,000****Rent**
            **4,200**
            **4,200**
            **33,600****Telephone**
            **2,400**
            **2,400**
            **19,200****$****12,600**
            **$****12,600**
            **$****100,800**








-45-