Amended Current Report Filing (8-k/a)
23 Mayo 2014 - 1:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 15, 2014
JAMESON
STANFORD RESOURCES CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
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000-54405
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90-0963619
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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2300
West Sahara Avenue, Suite 800, Las Vegas, Nevada
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89102
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702) 933-0808
Not
applicable.
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(Former
name or former address, if changed since last report)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory
Note. Jameson Stanford Resources Corporation (the “Company”) filed a Form 8-K on April 28, 2014 relating to non-reliance
on the Company’s previously issued financial statements included in its Quarterly Reports on Forms 10-Q for the quarters
ended March 31, 2013, June 30, 2013 and September 30, 2013 as a result of certain accounting errors. This Amendment No. 1 to Form
8-K includes the time period in which the Company expects to file its amended Quarterly Reports and quantifies the impact of the
errors on its financial statements in response to comments from the Securities and Exchange Commission.
Item
4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Audit Report.
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On
April 15, 2014 the Board of Directors of Jameson Stanford Resources Corporation (the “Company”) determined that the
Company’s financial statements included in its Form 10-Q’s for the three month period ended March 31, 2013 filed with
the SEC on May 20, 2013, for the six month period ended June 30, 2014 filed with the SEC on August 19, 2013 and the nine month
period ended September 30, 2013 filed with the SEC on November 19, 2013 (collectively, the “Financial Statements”)
could not be relied on.
The
Financial Statements contained an error related to (i) the receipt of funds for sales of the Company’s common stock and
the accounting for the use of the proceeds from these sales in each of the periods covered by the Financial Statements disclosed
above, (ii) an issuance of 230,426 shares of the Company’s common stock in September 2013 and the accounting for the use
of the proceeds from related sales which affects the financial statements for the nine month period ended September 30, 2013,
(iii) the issuance of 5,360,000 shares of the Company’s common stock in August 2013 which affects the financial statements
for the nine month period ended September 30, 2013, and (iv) correction to our accounting for the prepayment of annual maintenance
fees related to mineral claims and capitalization of surety bond costs on our balance sheet which affects the financial statements
for the nine month period ended September 30, 2013.
Accordingly,
the Financial Statements will be restated to correct the accounting errors discussed above and included in amendments to the applicable
Quarterly Reports on Form 10-Q which the Company expects to file within 30 days from the date of this report on Form 8-K/A (Amendment
No. 1).
The
effect of correcting these errors on a cumulative basis as of the period ended September 30, 2013 is, generally, a $721,997 reduction
in total current liabilities and a $1,018,617 net increase in additional paid in capital on the balance sheet and a $302,450 increase
in total operating expenses, $23,200 increase in interest expense, related parties and a $0.03 increase in basic and diluted loss
per share on the income statement.
The
matters set forth in the Form 8-K have been discussed with the Company’s independent registered public accounting firm,
HJ & Associates, LLC and its former independent registered public accounting firm, Mantyla McReynolds, LLC .
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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JAMESON
STANFORD RESOURCES CORPORATION
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Date:
May 23, 2014
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By:
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/S/
Michael Stanford
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Michael
Stanford, Chief Executive Officer
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