Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014

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

Commission file number 000-54405

JAMESON STANFORD RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		90-0963619
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

605 W. Knox Rd., Suite 202, Tempe, AZ		85284
(Address of principal executive offices)		(Zip Code)

(702) 933-0808

(Registrant’s telephone number, including area code)

Not applicable.

(Former Name, former address and former fiscal year, if changed since last report)

Copies of Communications to:

Laura Anthony, Esq.

Legal& Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL 33401

(561) 514-0936

Fax (561) 514-0832

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

The number of shares of Common Stock, $0.001 par value, issued and outstanding on October 31, 2014, was 15,644,729 shares.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	8
Item 1A.	Risk Factors	10
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3.	Defaults Upon Senior Securities	10
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	11
Signatures		12

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our future revenues and financial performance; risks associated with product development and technological changes; the acceptance of our products in the marketplace by potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

CAUTIONARY STATEMENT REGARDING MINERALIZED MATERIAL

“Mineralized material” as used in this quarterly report on Form 10-Q, although permissible under the United States Securities and Exchange Commission’s (“SEC”) Industry Guide 7, does not indicate “reserves” by SEC standards. We cannot be certain that any deposits from the Star Mountain/Chopar Mine, (b) Spor Mountain/Dugway Minerals Claim and Ogden Bay Wildlife Management Area in Weber County, Utah will ever be confirmed or converted into SEC Industry Guide 7 compliant “reserves”. Investors are cautioned not to assume that all or any part of the disclosed mineralized material estimates will ever be confirmed or converted into reserves or that mineralized material can be economically or legally extracted.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JAMESON STANFORD RESOURCES CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	Mar 31, 2014			Dec 31, 2013
	(unaudited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	136,595		$	79
Prepaid expenses		19,763			31,620
Deposits		5,100			5,100

Total current assets		161,458			36,799

Property & equipment, net		90,546			95,616
Advances to related party shareholder		1,426,261			1,262,836
Mineral rights		25,869			25,869
Surety bond		24,325			24,325

TOTAL ASSETS	$	1,728,459		$	1,445,445

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	396,497		$	420,470
Accrued compensation		-			4,000
Contract payable		7,460			24,366
Stipulated agreement liability, related party		79,272			91,772

Total current liabilities		483,229			540,608

Convertible Debt		506,837			178,858

Total Liabilities		990,066			719,466

STOCKHOLDERS’ EQUITY
Common stock, authorized 350,000,000 shares, $.0001 par value, 40,903,862 and 40,253,862 shares issued and outstanding, respectively	$	40,904		$	40,254
Additional paid in capital		5,120,299			4,366,960
Accumulated deficit		(4,422,810	)		(3,681,235	)

Total Stockholder’s Equity		738,393			725,979

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,728,459		$	1,445,445

The accompanying notes are an integral part of these condensed consolidated financial statements

F-1

JAMESON STANFORD RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended
	Mar 31, 2014			Mar 31, 2013
OPERATING REVENUES
Revenue	$	-		$	-

OPERATING EXPENSES
Executive compensation		24,000			45,000
Exploration and development costs		21,722			115,277
General and administrative		531,160			156,756
General and administrative - related party		-			10,783

Total Operating Expenses		576,882			327,816

Loss from Operations		(576,882	)		(327,816	)

OTHER INCOME AND (EXPENSE)
Interest expense, related party		-			(5,995	)
Interest expense		(164,693	)		(1,356	)

Total Other Income (Expense)		(164,693	)		(7,351	)

NET LOSS		(741,575	)		(335,167	)

Basic and Diluted Loss Per Share	$	(0.02	)	$	(0.01	)

Weighted Average Number of Common Shares Outstanding		40,903,862			31,300,000

The accompanying notes are an integral part of these condensed consolidated financial statements

F-2

JAMESON STANFORD RESOURCES CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

	Three Months Ended
	Mar 31, 2014			Mar 31, 2013
Cash flows from operating activities
Net loss	$	(741,575	)	$	(335,167	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		5,070			2,194
Imputed interest		-			5,996
Shares issued for services		455,000			-
Amortization of debt discount		126,968			-
Changes in operating assets and liabilities
Prepaid expenses		11,857			-
Accounts payable and accrued expenses		(60,240	)		174,662
Accrued interest		36,267			1,355
Accrued compensation		(4,000	)		(120,000	)
Contract payable		(16,906	)		-
Stipulated agreement liability, related party		(12,500	)		-

Net cash used in operating activities		(200,059	)		(270,960	)

Cash flows from investing activities
Advances to related party shareholder		(163,425	)		(128,951	)

Net cash used in investing activities		(163,425	)		(128,951	)

Cash flows from financing activities
Proceeds from issuance of convertible debt		500,000			-
Advances from related party shareholders		-			(49,993	)
Common stock subscribed		-			450,000

Net cash provided by financing activities		500,000			400,007

Net increase in cash		136,516			96

Cash, beginning of year		79			-

Cash, end of period	$	136,595		$	96

Supplemental Information:
Cash paid for:
Taxes	$	-		$	-
Interest Expense	$	-		$	-
Non-cash investing and financing activities
Warrants issued with convertible debt	$	298,989		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements

F-3

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

On October 29, 2012, Jameson Stanford Resources Corporation (the “Company”) merged with Bolcán Mining Corporation (Note 2). Prior to the Merger, the Company was a publically traded shell company with no business operations. The shell company was originally incorporated under the laws of the state of Nevada in June 2009 as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States. As a result of the Merger, the Company is no longer considered a shell company.

The current operating activities of the Company include exploration and pre-extraction activities related to certain mining claims, mineral leases and excavation rights (collectively referred to herein as “mineral rights”) for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for our mineral rights. Furthermore, we have no plans to establish proven or probable reserves for any of our mineral rights.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in a deficit accumulated during exploration stage of $4,422,810 as of the period ended March 31, 2014. Further losses are anticipated in the development of its business.

The Company’s ability to continue as a going concern is dependent upon the Company generating profitable operations and cash flows in the near-term future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations. Management plans to finance the Company’s operating costs as necessary over the next twelve months with advances from owners and directors, and the private placement of the Company’s equity ownership. If management is unsuccessful in these efforts, discontinuance of operations is possible. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-4

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The interim financial information of the Company as of period ended March 31, 2014 and March 31, 2013 is unaudited. The balance sheet as of December 31, 2013 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform to the accounting policies disclosed in ASU 2014-10. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2014. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K/A for the year ended December 31, 2013.

NOTE 4 – MINERAL RIGHTS

At March 31, 2014, the Company had certain mining claims, mineral leases and excavation rights for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah. These mineral rights were acquired through staking and purchase, lease or option agreements and are subject to varying royalty interests, some of which are indexed to the sale price of minerals excavated from these properties. The Company has not established proven or probable reserves on any of its mineral projects and no minerals have been extracted from these properties as of March 31, 2014. As of March 31, 2014, mineral rights are $25,869.

NOTE 5 – TRANSACTIONS WITH RELATED PARTY

At the period ended March 31, 2014, the majority owner owed to the Company $1,426,261 as a result of personal use of Company assets.

On August 20, 2014 the Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts involving the Company. The financial statements do not reflect, however, any claims or recovery the Company has realized from this lawsuit against Mr. Stanford as a result of his improper conduct except as outlined in Note 13 – Subsequent Events – Michael Stanford Litigation.

note 6 – stipulated Agreement LIABILITY, RELATED PARTY

The Company entered into an agreement with Michael Christiansen, an former officer of the Company (“Christiansen”) on August 13, 2013 (the “Stipulated Agreement”) to pay Christiansen $123,272 (the “Amount Due”) relating to a promissory note, accrued compensation and out-of-pocket expenses incurred on behalf of the Company. The Amount Due was agreed to be paid as follows: $10,500 on or before August 15, 2013; $10,500 on or before September 15, 2013; $10,500 on or before October 15, 2013; and the balance in installments of $15,000 beginning on the earlier of (a) the first day of the month following the date on which the company received at least three million dollars ($3,000,000) of equity funding, or (b) December 31, 2014. The Company has the right to prepay any part of this amount without any prepayment penalty. In no event, however, shall the balance due be paid later than December 31, 2014. In the event of a change of control, the Company is obligated to pay in full the portion of the Amount Due that remains unpaid. Subject to completion of the payments due under the agreement, the parties agreed to release certain claims against each other related to or arising in connection with the matters that gave rise to our agreement to pay the Amount Due. During the period ended March 31, 2014, the Company made payments of $12,500 resulting in a remaining liability of $79,272 recorded as Stipulated Agreement Liability, Related Party in the accompanying financial statements.

F-5

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – LOAN PAYABLE

On May 11, 2012, Christiansen loaned the Company $42,000. The loan was guaranteed by the Majority Owner, called for interest at 12% per annum and was extended to a due date of August 24, 2012. Effective July 1, 2013, the entire balance of $48,598, including accrued interest of $6,598, was incorporated into the Stipulated Agreement settlement with Christiansen and is included in the Amount Due. See NOTE 7.

NOTE 8 – CONVERTIBLE NOTES

On August 19, 2013 the Company issued a $500,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to an individual investor. The overall terms of the Note are as follows:

	●	Interest rate: 12% per annum.

	●	Due date: September 14, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.

	●	Redemption right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written notice to the holder of the Note.

	●	Optional Conversion: At the option of the holder, the Note may be converted into shares of the Company’s common stock at a conversion price equal to $0.50 per share.

	●	Additionally, if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or to convert all or any portion of the Note into shares of the Company’s common stock.

	●	The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

	●	The Note is senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.

	●	Warrants: The holder of the Note is granted the right through September 30, 2015 to purchase 500,000 additional shares of common stock at $1.00 per share.

	●	The Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets.

	●	The Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets. The Note ranks pari passu in right of payment with the other convertible promissory notes executed under the offering.

F-6

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	●	During the time that any portion of this Note is outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.

	●	The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:

	March 31, 2014
Principal amount	$	500,000
Unamortized debt discount		(317,747	)
Net carrying amount	$	182,253

For the period ended March 31, 2014, the Company recorded $15,000 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $53,193 as amortization of the debt discount. At March 31, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.

Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 500,000 shares of its common stock.

Using the Black-Scholes method, such warrants were valued at $160,138. The following weighted-average assumptions were used in the Black-Scholes calculation:

	March 31, 2014
Expected term (years)		2.1
Expected volatility		125.5	%
Risk-free interest rate		0.36	%
Dividend yield		0	%

On December 30, 2013, an amendment to the original note agreement was signed that retroactively eliminated the variability in conversion terms and the related derivative liability.

On October 18, 2013 the Company issued another $500,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to an second individual investor. The overall terms of the Note are as follows:

	●	Interest rate: 12% per annum.

	●	Due date: October 31, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.

	●	Redemption right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written notice to the holder of the Note.

	●	Optional Conversion: At the option of the holder, the Note may be converted into shares of the Company’s common stock at a conversion price equal to $0.50 per share.

	●	Additionally, if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or to convert all or any portion of the Note into shares of the Company’s common stock.

F-7

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	●	The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

	●	The Note is senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.

	●	Warrants: The holder of the Note is granted the right through September 30, 2015 to purchase 500,000 additional shares of common stock at $1.00 per share.

	●	The Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets. The Note ranks pari passu in right of payment with the other convertible promissory notes executed under the offering.

	●	During the time that any portion of this Note is outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.

	●	The Company’s Condensed Consolidated Balance Sheets report the following related to the convertible promissory note:

	March 31, 2014
Principal amount	$	500,000
Unamortized debt discount		(389,637	)
Net carrying amount	$	110,363

For the period ended March 31, 2014, the Company recorded $15,000 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $60,565 as amortization of the debt discount. At March 31, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.

Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 500,000 shares of its common stock.

Using the Black-Scholes method, such warrants were valued at $209,503. The following weighted-average assumptions were used in the Black-Scholes calculation:

	March 31, 2014
Expected term (years)		2.0
Expected volatility		125.5	%
Risk-free interest rate		0.33	%
Dividend yield		0	%

On January 22, 2014 the Company issued a $200,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to an individual investor. The overall terms of the Note are as follows:

	●	Interest rate: 12% per annum

	●	Due date: October 15, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.

F-8

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	●	Redemption right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written notice to the holder of the Note.

	●	Optional Conversion: At the option of the holder, the Note may be converted into shares of the Company’s common stock at a conversion price equal to $0.50 per share.

	●	Additionally, if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or to convert all or any portion of the Note into shares of the Company’s common stock.

	●	The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

	●	The Note is senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.

	●	Warrants: The holder of the Note is granted the right through October 15, 2015 to purchase 200,000 additional shares of common stock at $1.00 per share.

	●	The Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets.

	●	The Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets. The Note ranks pari passu in right of payment with the other convertible promissory notes executed under the offering.

	●	During the time that any portion of this Note is outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.

	●	The Company’s Consolidated Balance Sheets report the following related to the convertible promissory note:

	March 31, 2014
Principal amount	$	200,000
Unamortized debt discount		(40,975	)
Net carrying amount	$	159,025

For the period ended March 31, 2014, the Company recorded $4,667 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $4,949 as amortization of the debt discount. At the period ended March 31, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.

Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 200,000 shares of its common stock.

Using the Black-Scholes method, such warrants were valued at $45,924. The following weighted-average assumptions were used in the Black-Scholes calculation:

	March 31, 2014
Expected term (years)		1.7
Expected volatility		159.3	%
Risk-free interest rate		0.44	%
Dividend yield		0	%

F-9

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On March 12, 2014 the Company issued a $300,000 convertible promissory note (the “Note”) and warrants to purchase shares of common stock to a second individual investor. The overall terms of the Note are as follows:

	●	Interest rate: 12% per annum.

	●	Due date: October 15, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.

	●	Redemption right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written notice to the holder of the Note.

	●	Optional Conversion: At the option of the holder, the Note may be converted into shares of the Company’s common stock at a conversion price equal to $0.50 per share.

	●	Additionally, if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or to convert all or any portion of the Note into shares of the Company’s common stock.

	●	The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

	●	The Note is senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.

	●	Warrants: The holder of the Note is granted the right through October 15, 2015 to purchase 300,000 additional shares of common stock at $1.00 per share.

	●	The Note is secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets. The Note ranks pari passu in right of payment with the other convertible promissory notes executed under the offering.

	●	During the time that any portion of this Note is outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.

	●	The Company’s Consolidated Balance Sheets report the following related to the convertible promissory note:

	March 31, 2014
Principal amount	$	300,000
Unamortized debt discount		(244,804	)
Net carrying amount	$	55,196

For the period ended March 31, 2014, the Company recorded $1,800 of accrued interest expense for the contractual interest related to the convertible promissory note and additional interest expense of $8,262 as amortization of the debt discount. At the period ended March 31, 2014, none of the debt had been converted and no warrants to purchase common stock had been exercised.

Under the guidance of ASC 470-20 Debt With Conversion and Other Options, the Company recorded the value of the above warrants to purchase 300,000 shares of its common stock.

Using the Black-Scholes method, such warrants were valued at $253,066. The following weighted-average assumptions were used in the Black-Scholes calculation:

F-10

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	March 31, 2014
Expected term (years)		1.6
Expected volatility		177.0	%
Risk-free interest rate		0.37	%
Dividend yield		0	%

Aggregate maturities of Convertible Notes in each of the next five years ending December 31^st are as follows:

2014	$	-
2015		1,500,000
2016		-
2017		-
2018		-
	$	1,500,000

The January 22, 2014 and March 12, 2014 Notes and the Pledge and Security Agreements and Subscription Agreements entered into by the Company and the investors in connection with the issuance of the respective Notes are substantially identical in form to the Notes, Pledge and Security Agreements and Subscription Agreements entered into between the Company and the investors in the August 19, 2013 and October 18, 2013 issuances discussed above.

NOTE 9 – CONTRACTS AND LEASE COMMITMENTS

Office Leases

Commencing February 1, 2013 and continuing to January 31, 2014, the Company rented residential office space from an entity controlled by the Majority Owner. The monthly lease payment is comparable to rents paid by non-related parties for similar office space in the area.

Commencing October 1, 2013 and continuing to March 31, 2014, the Company leased executive office space totaling 430 square feet. The Company is obligated to monthly lease payment of $5,300. The agreement is renewable at the option of the Company in three month increments. The current lease expires June 30, 2014. The Company was required to submit a refundable deposit of $5,100. The refundable deposit was returned in the second quarter of 2014.

Service Contracts

Effective July 31, 2013, the Company entered into an agreement with Christiansen to serve as Executive Vice President, Corporate Development. The initial term of six months calls for monthly compensation of $6,000 increasing to $10,000 per month once the company has raised $1,000,000 in new equity funding, $15,000 per month once the company has raised $3,000,000 and $20,000 per month once the company has raised $5,000,000. The Company is further obligated to reimburse Christiansen for usual and customary business related expenses. This contract was not renewed and expired on January 31, 2014.

Royalty Agreement

Under a memorandum of understanding, the Company is obligated to pay an existing investor, a royalty equal to $.50 per metric tonne (approx 2,200 lbs) for any sales of ore until the investor has recouped his investment of $750,000. No royalty expense has been incurred or recorded related to this agreement for the period ended March 31, 2014. See Note 13 – Subsequent Events – Share Cancellation

NOTE 10 – EQUITY TRANSACTION

On February 27, 2014, the Company issued 650,000 restricted common shares to a professional services company controlled by an officer of the Company. Based on a closing common share value of $.70 on the issuance date, professional services expense of $455,000 was recorded. See Note 13 – Subsequent Events, Share Cancellation.

In connection with the Company’s issuance of the $200,000 and $300,000 principal amount of Notes on January 22, 2014 and March 12, 2014, respectively, discussed in Note 9 – Convertible Notes, the Company issued warrants to purchase an aggregate of 500,000 shares of its common stock at $1.00 per share. The Warrants expire on October 15, 2015. The exercise price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

F-11

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 – LEGAL

On January 16, 2014, DOSECC Exploration Services (“DOSECC”) filed a lien in Beaver County, UT on the Chopar Mine for an outstanding balance owed in connection with their work in the alleged amount of seventy thousand dollars ($70,000). In August, 2014, DOSECC filed a lawsuit in Utah Fifth District Court for the allegedly delinquent balance and are reportedly in a position to seek a default judgment and foreclosure on the Chopar Mine. However, the foreclosure and the DOSECC lawsuit have been temporarily delayed until the Court-ordered accounting with Michael Stanford is completed. See Note 13 – Subsequent Events, Michael Stanford Litigation. The alleged amount noted above is reflected in the financial statements as a liability.

NOTE 12 – SUBSEQUENT EVENTS

Michael Stanford Litigation

On August 20, 2014 the Company filed a complaint in the Fifth Judicial District Court, Beaver Count, Utah (Civil Case No. 140500023) against Michael Stanford, its former sole director, CEO and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán Mining Corporation in May 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company and threats of violence against the Company’s officers and other persons related to the Company.

Based on this conduct, the complaint includes a claim for an accounting, conversion, fraudulent misrepresentation and fraudulent nondisclosure, interference with present and prospective economic relations, declaratory judgment, and injunctive relief. The complaint seeks, among other things, monetary damages of $5,873,675, injunctive relief and punitive damages, cancellation of 25,000,000 shares of the Company’s common stock and the Company’s costs, expenses and attorney’s fees associated with the this lawsuit.

On May 27, 2014, Mr. Stanford resigned as an officer and director of the Company. Our current management had no knowledge of Mr. Stanford’s improper conduct as alleged in the complaint which relate to his actions prior to his resignation.

F-12

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On September 22, 2014 the Company received notice that a Default Judgment and Order Granting Default Judgment and Relief (the “Judgment”) had been issued by the Fifth Judicial District Court, Beaver County, Utah in the Company’s complaint in Civil Case No. 140500023 filed against Michael Stanford, its former sole director, CEO and its former largest shareholder.

The Judgment requires, among other things, that Mr. Stanford render a full accounting to the Company, orders the return of 25,000,000 shares of Company common stock, and the transfer of a residential property located at 510 West Center, Milford, Utah 84751 to the Company, as well as transfers ownership of all the personal property located within the real property to the Company. The Judgment also enjoins Mr. Stanford from representing that he is involved in the business of the Company or its subsidiaries to any person or entity, as well as permanently enjoining Mr. Stanford from offering or pretending to offer for sale any stock or security interest in the Company or its affiliated entities. The injunction further prohibits Mr. Stanford from offering or pretending to offer for sale any actual or fabricated business opportunity related in any way to the Company or an affiliate of the Company. The Judgment permanently enjoins Mr. Stanford from wasting, concealing, withholding, transferring, transmitting, or transporting across any state boundary any asset, corporate opportunity, record, or title to which the Company is entitled and/or that has been purchased or produced in whole or in part through use of the Company or any subsidiary of the Company.

The Judgment further enjoins Mr. Stanford from, among other things, and with the a limited exception of communications made during settlement negotiations, communicating with, threatening, assaulting, bribing any past or present officer, employee, agent, investor, or representative of the Company or its subsidiaries, tampering with or destroying records and property relating to Judgment. The Judgment forbids Mr. Stanford from leaving the State of Utah, and also from leaving the United States, and orders Mr. Stanford to surrender his passport to the Court, until such time as Mr. Stanford shall render an accounting to the Company to the satisfaction of the Court.

The Judgment also orders Mr. Stanford to pay the Company’s costs, expenses, and attorney’s fees associated with the Stanford Lawsuit, as well as past, present, and future accrual and proximate damages suffered due to the loss and harm caused by Mr. Stanford’s acts and omissions in relation to the Stanford Lawsuit in the amount of $5,873,675. The court further ordered punitive damages against Mr. Stanford in the amount of treble the current known actual damages (other than the retitled securities and the Milford, Utah residential property), for a total of $17,621,025, and post-judgment interest. The Judgment is without prejudice to any future suit the Company or any other entity or investor may have for additional, non-duplicative damages and relief that may be revealed as necessary through any further audits and rendering of an accounting that may occur in connection the Mr. Stanford.

On September 17, 2014, prior to the entering of the Judgment, Mr. Stanford conveyed to the Company the real property located at 510 West Center, Milford, Utah 84751 and executed an irrevocable stock power of attorney to convey 25,000,000 shares of our common stock that he owned for cancellation by the Company. The 25,000,000 shares of common stock were cancelled on September 22, 2014. We are evaluating what future legal proceedings we may pursue in order to collect money damages of $23,494,700 awarded to us pursuant to the Judgment.

The Company believes that its claims in the above case are substantial for the reasons discussed above. Litigation is, however, inherently unpredictable. The final outcome of this lawsuit is subject to significant uncertainties and, therefore, determining the likelihood of a recovery and/or the measurement of any recovery is complex. Consequently, we are unable to estimate the range of reasonably possible recovery. Our assessment is based on an estimate and assumption that has been deemed reasonable by management, but the assessment process relies heavily on an estimate and assumption that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change that estimate and assumption.

F-13

JAMESON STANFORD RESOURCES CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Share Cancellation

On October 1, 2014, but effective September 18, 2014, a shareholder signed an Agreement of Mutual Understanding and Settlement wherein the shareholder agrees to:

	1.	Cancel a non-binding Memorandum of Understanding (“MOU”) wherein it was purported to contract for the purchase of common shares of the Company and grant a certain Royalty (the “Royalty”)

	2.	Return 3,860,000 shares of common stock resulting in the shareholder having 1,500,000 shares at $.50 per share for the $750,000 previously invested. The shares were cancelled on October 1, 2014.

	3.	Surrender all rights to the Royalty in the original MOU

On September 25, 2014, the former Chief Financial Officer of the Company signed a Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement wherein he agreed to return 500,000 shares of our common stock that he owns for cancellation by the Company and agreed to cancel the amount payable to his company for accounting and financial consulting work in the amount of $13,716. The shares were cancelled on October 9, 2014.

Debt and Warrant Conversion

On October 22, 2014, the Chief Executive Officer and Chairman of the Board of Directors and another Director agreed to convert $1,500,000 aggregate principal of the Company’s convertible debt previously issued to them (the “Convertible Debt”) along with accrued interest of $175,433 into an aggregate of 3,350,867 shares of the Company’s unregistered common stock (the “Conversion”). In connection with the Conversion, the Company entered into an Amendment to Common Stock Purchase Warrants related to warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock (the “Warrants”). The Warrants were issued to them in connection with the issuance of the Convertible Debt (the “Warrant Amendment”). The Warrant Amendment reduces the Exercise Price of all unexercised Warrants from $1.00 per share to $0.50 per share. The Warrants were exercised pursuant to its cashless exercise provisions. An additional 750,000 shares of the Company’s unregistered common stock will be issued for the warrants. The total number of shares of 4,100,867 were issued on October 30, 2014.

The Company has evaluated subsequent events pursuant to ASC 855. Other than the events noted above, no additional material subsequent events exist.

F-14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE COMPANY

Overview

We are a minerals exploration company focused on acquiring and consolidating mining claims, mineral leases and excavation rights (collectively referred to herein as “mineral rights”). We are currently engaged in exploration and pre-extraction activities for mineral rights for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah discussed below. We have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for our mineral rights. Furthermore, we have no plans to establish proven or probable reserves for any of our mineral rights.

History

We were originally incorporated under the laws of the state of Nevada in June 2009 as MyOtherCountryClub.com for the purpose of developing a website that would offer reciprocal golf privileges, and other related services, to members of private country clubs throughout the United States.

On May 7, 2012, we entered into an Acquisition Agreement and Plan of Merger, as amended on July 24, 2012 and on October 24, 2012 (collectively referred to as the “Merger Agreement”), with our wholly-owned subsidiary, JSR Sub Co, a Nevada corporation (“Sub Co”), and Bolcán Mining Corporation, a Nevada corporation (“Bolcán Mining”). Pursuant to the Merger Agreement, we issued 25,000,000 shares of our Rule 144 restricted common stock in exchange for 100% of Bolcán Mining’s issued and outstanding capital stock.

On May 2, 2012, we completed a 7-for-1 forward split of all outstanding shares of our common stock and a corresponding increase in our authorized common stock. The effect of the forward split was to increase the number of our common shares issued and outstanding from 8,400,000 to 58,800,000 and to increase our authorized common shares from 50,000,000 shares, par value $0.001, to 350,000,000 shares, par value $0.001.

Pursuant to the terms of the Merger Agreement, on October 29, 2012 Sub Co merged with and into Bolcán Mining (the “Merger”) with Bolcán Mining surviving the Merger as our wholly owned subsidiary. After the Merger, there were 31,300,000 shares of our common stock outstanding, of which approximately 80% were held by the former shareholders of Bolcán Mining. Prior to the Merger, we were a shell company with no business operations. As a result of the Merger, we are no longer considered a shell company.

Michael Stanford Litigation

On August 20, 2014 the Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged wrongful, fraudulent and tortious acts involving the Company. The financial statements do not reflect, however, any claims or recovery the Company has realized from a lawsuit the Company filed against Mr. Stanford as a result of his improper conduct except as outlined in Part II, Item 1. Legal Proceedings – Michael Stanford Litigation.

Description of Bolcán Mining Corporation’s Business

Bolcán Mining was incorporated on April 11, 2012 to pursue the exploration of certain mining claims, mineral leases and excavation rights for mining projects located in (a) Star Mining District in Beaver County, Utah, (b) Spor Mountain Mining District in Juab County, Utah, and (c) Ogden Bay Wildlife Management Area in Weber County, Utah. On April 23, 2012, Bolcán Mining acquired certain lode mining claims and mineral leases related to the Star Mining District and Spor Mountain Mining District projects.

Effective as of June 30, 2012, pursuant to an Asset Purchase Agreement between Bolcán Mining and the Bolcán Group LLC (“Bolcán Group”) which was formed in October 12, 2010 by Mr. Stanford, Bolcán Mining purchased all of the assets and assumed certain liabilities of the Bolcán Group resulting in a combination of the two companies.

The operating activities of the Bolcán Group were inconsequential until October 2011 and consisted primarily of historical site research performed by Mr. Stanford. Mr. Stanford has other mining interests and provides services to the mining industry that are not part of Bolcán Mining.

Projects

Our current active projects include:

Star Mountain (Star Mining District) - The Star Mountain/Chopar Mine project consists of 116 lode-mining claims and four metalliferous mineral lease sections located in the Star Mountain range, Star Mining District, in Beaver County, Utah, approximately five miles west of Milford, Utah. One of the 117 lode-mining claims previously disclosed was administratively disallowed by the Utah Division of the Federal Bureau of Land Management in August 2014. The Star Mountain project involves total area of 2,320 acres. As of the date of this Report, the Company has conducted geological analysis, magnetometry studies, and a limited reverse circulation and core drilling exploration program led by our former CEO. Subsequent to our former CEO’s departure from the Company in late May 2014, the Company retained an independent geologist and geophysicist firm to undertake a review of the Star Mountain/Chopar project. Based on their preliminary results, the Company has elected to engage in further substantive drilling, sampling and geophysical reviews in order to ascertain the nature and extent of the inferred mineralization that appears to exist in this area. At this stage of exploration, the Company cannot state that it has proven or probable reserves, nor can it assure investors that such proven or probable reserves will ever be proven to exist in the project area. In October 2014, the Company’s third-party geology and geophysical consultants will be commencing further on-site work in order to provide the data necessary to compile a pre-feasibility study of our mineral rights in the project area. We expect to receive the results of such study in late 2014 or early 2015.

Spor Mountain (Spor Mountain Mining District) - The Spor Mountain project consists of nine mining claims and three metalifferous mineral lease sections located in Juab County, Utah. The Company’s Spor Mountain/Dugway Minerals project involves a total area of 2,098 acres. Based on the Company’s preliminary geological analysis and two prospect pit excavations, it is estimated that total inferred reserves at the Dugway Minerals site may ultimately involve more than 4,000,000 ounces of silver, commercial concentrations of beryllium and other precious and base metals. The Company’s inferred reserve calculations have not established proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for our mineral and excavation rights. Furthermore, at the present time, we have not established a program of further exploration and engineering to establish proven or probable reserves for any of our mineral rights at the Spor Mountain project, and, as such, investors are cautioned that inferred reserve calculations may not be indicative of an economically recoverable resource.

Ogden Bay Minerals - Ogden Bay Minerals is a developing mineral excavation project on federal protected wetlands, canals and river systems across 25 square miles of land area known as North Delta, located in West Ogden, Utah. The Company was commissioned by the State of Utah Division of Natural Resources, USDA Natural Resources Conservation Service and Weber County Emergency Management to restore habitat, repair damage, dredge silt and sand and remove debris from the Weber River. Our excavation and harvesting rights are maintained through easement rights obtained from Weber County and a special use river/stream alteration permit as part of a State of Utah/Weber County flood mitigation project. The project contains deposits of alluvial mineral deposits that are created and replenished from 125 miles of river flow from the nearby Wasatch Mountain Range. These alluvial mineral deposits appear to have commercial grades of zircon, usable silica, and other heavy mineral ore. The economic feasibility of processing the alluvial material to extract the mineralization has not yet been determined and significant testing will be required in order to determine if such processing is economically warranted. The Company intends to commence further assaying and engineering studies in the second quarter of 2015 to determine the economic feasibility of proceeding with the Ogden Bay Minerals project.

Products

Subject to satisfactory engineering and geophysical results as discussed above and access to sufficient capital, we intend to develop our project mining claims, mineral leases and excavation rights to produce the following specialized mining products:

	●	Copper Ore with Precious Metals Component - Hard rock mineralized material will be drilled, blasted, excavated and hauled, then crushed and classified to customer specifications. We will deliver this product on-demand or just in time to customers on a 24/7 schedule, utilizing truck and pup combos for local deliveries, and rail for regional deliveries. The Union Pacific Railroad main line from Los Angeles to Ogden, Utah, is routed through Milford, Utah, approximately five miles east of our Star Mountain project site.

	●	Mined Mineral Concentrates - Finely divided particles from hard rock mining and recovery operations containing significant enrichments of silver and gold will be upgraded by gravity concentrating methods to contain a minimum 3,000 grams of precious metals per ton of concentrate. Mineral concentrate products are dried, bagged, and shipped to customers.

Results of Operations for the three months ended March 31, 2014 and 2013

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.

Revenue. No revenue was generated for the three months ended March 31, 2014 and the three months ended March 31, 2013.

Cost of revenue. The cost of revenue for the three months ended March 31, 2014 and the three months ended March 31, 2013 was zero.

Operating Expenses. Operating expenses were $576,882 and $327,816 for the three months ended March 31, 2014 and March 31, 2013, respectively. The increase is due to increased costs for accounting services.

Operating Loss. The operating loss was $576,882 and $327,816 for the three months ended March 31, 2014 and March 31, 2013, respectively. The increase is due to increased costs for accounting services.

Interest Expense. Interest expense, including interest expense–related parties and amortization of debt discount, was $164,693 and $7,351 for the three months ended March 31, 2014 and March 31, 2013, respectively. The increase was due to convertible notes.

Net Loss. Our net loss was $741,575 and $335,167 for the three months ended March 31, 2014 and March 31, 2013, respectively. The increase in net loss was a result of the increases in operating and interest expense discussed above.

Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. The Company had cash of $136,595 and $79 as of March 31, 2014 and December 31, 2013, respectively.

At March 31, 2014 and December 31, 2013, current liabilities exceeded current assets creating negative working capital balances of $321,771 and $503,809 respectively.

Net cash used in operating activities was $200,059 and $270,960 for the three months ended March 31, 2014 and March 31, 2013, respectively.

Net cash provided by financing activities was $500,000 and $400,007 for the three months ended March 31, 2014 and March 31, 2013, respectively. The Company had total assets at March 31, 2014 of $1,728,459.

Cash Requirements

We do not have sufficient liquidity to satisfy our cash requirements for the next twelve months which will require us to raise additional equity and /or debt capital in order to implement our business strategy. We intend to develop a significant capital investment program to scale our production capacity which will require us to raise additional debt or equity capital. Any issuance of equity securities will result in dilution to our stockholders. Issuance of debt or convertible securities could also involve substantial dilution to our stockholders or operational and financial covenants that might inhibit our ability to follow our business plan. Additional financing may not be available in amounts or on terms acceptable to us or at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned exploration activities which could harm our financial conditions and operating results.

We do not currently have any contractual restrictions (other than the provisions related to Convertible Notes, see NOTE 9) on our ability to incur debt and, accordingly, we could incur significant amounts of indebtedness to finance operations. Any such indebtedness could contain covenants which would restrict our operations.

Related Party Transactions

At March 31, 2014 and December 31, 2013, we had outstanding stipulated agreement liability with a related party of $79,272 and $91,772, respectively.

At the period ended March 31, 2014, the majority shareholder owed to the Company $1,426,261 for personal use of Company assets.

On August 20, 2014 the Company filed a complaint against Michael Stanford, its former sole director, CEO and largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts involving the Company. The financial statements do not reflect, however, any claims or recovery the Company has realized from a lawsuit the Company filed against Mr. Stanford as a result of his improper conduct except as outlined in Part II, Item 1. Legal Proceedings – Michael Stanford Litigation

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information under Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, March 31, 2014. This evaluation was carried out under the supervision and with the participation of our president, Joseph Marchal and our interim chief financial officer, Donna S. Moore, the certifying officers. Based upon that evaluation, our Certifying Officers concluded that as of the end of the period covered by this report, March 31, 2014, our disclosure controls and procedures are ineffective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).

Our certifying officers further concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and are also ineffective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure.

Subsequent to the filing of our initial Form 10-Q for the period ended March 31, 2013, we discovered that as of March 31, 2013, the following material weaknesses existed:

●

The Company did not maintain effective controls over the accounting for cash receipts and disbursements. Specifically the lack of these controls permitted our former Chief Executive Officer to use cash for certain related party transaction. The Company discovered that some of these transactions took place without sufficient externally prepared documentation or approvals. Also, certain aspects of the financial reporting process were materially deficient because it lacked a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with the Company’s financial reporting requirements. This material weakness resulted in the Company failing to record the receipt of funds for sales of the Company’s common stock and the accounting for the use of the proceeds from those sales, the incorrect classification of personal expenses of our former Chief Executive Officer and majority shareholder’s personal expenses as expenses of our company resulting in the restatement of its financial statements for the period ended March 31, 2013.

We expect to be materially dependent upon a third party to provide us with accounting consulting services for the foreseeable future. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses in our disclosure controls and procedures and internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Our management, including our President and Chief Operating Officer and our Interim Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation of our controls performed during the period ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

DOSECC Lien

On January 16, 2014, DOSECC Exploration Services (“DOSECC”) filed a lien in Beaver County, UT on the Chopar Mine for an outstanding balance owed in connection with their work in the alleged amount of seventy thousand dollars ($70,000.00). In August, 2014, DOSECC filed a lawsuit in Utah Fifth District Court for the allegedly delinquent balance and are reportedly in a position to seek a default judgment and foreclosure on the Chopar Mine. However, the foreclosure and the DOSECC lawsuit have been temporarily delayed until the Court-ordered accounting with Michael Stanford is completed. See below. The alleged amount noted above is reflected in the financial statements as a liability.

Michael Stanford Litigation

On August 20, 2014 the Company filed a complaint in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) against Michael Stanford, its former sole director, CEO and its largest shareholder based upon the alleged wrongful, fraudulent and tortuous acts whereby Mr. Stanford committed the pervasive, profound, continuous, repeated, and ongoing wrongful and fraudulent acts and omissions resulting in at least $2,591,359 in losses for the Company, $1,272,321 in fraudulent claimed business expenses, $1,319,038 representing investment monies diverted from the Company and monies deposited directly into Mr. Stanford’s personal accounts and the improper issuance to Mr. Stanford of 25,000,000 shares of the Company’s common stock in exchange for the stock of Bolcán Mining Corporation in May 2012 whose assets were highly inflated at the time the Company completed this acquisition. The complaint also alleges that Mr. Stanford misappropriated for his own personal uses $750,000 of investment capital that was to be invested in the Company, the failure to disclose his history of litigation, his general fraudulent conduct in dealing with the Company and threats of violence against the Company’s officers and other persons related to the Company.

On September 22, 2014, the Company received notice that a Default Judgment and Order Granting Default Judgment and Relief (the “Judgment”) had been issued by the Fifth Judicial District Court, Beaver County, Utah in the Company’s complaint in Civil Case No. 140500023 filed against Michael Stanford, its former sole director, CEO and its former largest shareholder.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company”, we are not required to provide disclosure under this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On February 27, 2014, the Company issued 650,000 shares of common stock for professional services valued at $455,000. See Subsequent Events – Cancellation of Shares.

The recipients are accredited or otherwise sophisticated investors who had access to business and financial information on the Company. The issuances were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(a)(2) of that act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. At this time, we have no safety violations, orders, citations, related assessments or legal actions, or mining-related fatalities to report.

ITEM 5. OTHER INFORMATION.

On January 22, 2014 and March 12, 2014, the Company issued convertible promissory notes in the principal amounts of $200,000 and $300,000, respectively (the “Notes”) and warrants to purchase shares of the Company’s common stock to an individual investor. The overall terms of the Notes are as follows:

	●	Interest rate: 12% per annum

	●	Due date: October 15, 2015. The Company is to pay the principal amount and all accrued and unpaid interest on or before the due date.

	●	Redemption right: Any time the closing price of the Company’s common stock has been at or above $2.00 for 20 consecutive trading days, the Company has the right to redeem all or any part of the principal and accrued interest of the Note, following written notice to the holder of the Note.

	●	Optional Conversion: At the option of the holder, the Notes may be converted into shares of the Company’s common stock at a conversion price equal to $0.50 per share.

	●	Additionally, if the Company elects to exercise the redemption right, the holder has the opportunity to elect to take the cash payment or to convert all or any portion of the Note into shares of the Company’s common stock.

	●	The conversion price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

	●	The Notes are senior in rank to any other debt held by our officers, directors or affiliates and may not be subordinated to any other debt issued by us without the written consent of the holder.

	●	Warrants: The holder of the Notes is granted the right through October 15, 2015 to purchase 200,000 and 300,000 shares of the Company’s common stock at $1.00 per share, respectively.

	●	The Notes are secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets.

	●	The Notes are secured by all of the mineral ownership and mining rights held by the Company in the Star Mountain Mining District and proceeds and distributions from such assets. The Notes rank pari passu in right of payment with the other convertible promissory notes executed under the Company’s offering of the convertible notes in August 2013 and October 2013.

	●	During the time that any portion of the Notes are outstanding, if any Event of Default occurs and such Default is not cured by the Company within sixty (60) days of the occurrence of the Event of Default (the “Cure Period”), the amount equal to one hundred fifty percent (150%) of the outstanding principal amount of this Note, together with accrued interest and other amounts owing shall become at the holder’s election, immediately due and payable in cash. The holder at its option has the right, with three (3) business days advance written notice to the Company after the expiration of the Cure Period, to elect to convert the Note into shares of the Company’s common stock pursuant to the Optional Conversion rights disclosed above.

The January 22, 2014 and March 12, 2014 Notes and the Pledge and Security Agreements and Subscription Agreements entered into by the Company and the investor in connection with the issuance of the respective Notes are substantially identical in form to the Notes, Pledge and Security Agreements and Subscription Agreements entered into between the Company and the investors in the Company’s offering of its convertible notes in August 19, 2013 and October 18, 2013.

ITEM 6. EXHIBITS.

No.		Description

10.1		12% Convertible Redeemable Promissory Note dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on August 29, 2013).

10.2		Pledge and Security Agreement dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on August 29, 2013).

10.3		Common Stock Purchase Warrant dated August 19, 2013 between Jameson Stanford Resources Corporation and Joseph Marchal (Incorporated by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on August 29, 2013).

10.4		12% Convertible Redeemable Promissory Note dated October 18, 2013 between Jameson Stanford Resources Corporation and Edward Brogan (Incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 24, 2013).

10.5		Pledge and Security Agreement dated October 18, 2013 between Jameson Stanford Resources Corporation and Edward Brogan (Incorporated by reference to Exhibit 10.2 in the Company’s Form 8-K filed with the SEC on October 24, 2013).

10.6		Common Stock Purchase Warrant dated October 18, 2013 between Jameson Stanford Resources Corporation and Edward Brogan (Incorporated by reference to Exhibit 10.3 in the Company’s Form 8-K filed with the SEC on October 24, 2013).

10.7		Agreement of Mutual Understanding and Settlement between Jameson Stanford Resources Corporation and Donald Sutherland dated September 18, 2014 (Incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 1, 2014).

10.8		Form of Amendment to Common Stock Purchase Warrant dated October 27, 2014 (Incorporated by reference to Exhibit 10.1 in the Company’s Form 8-K filed with the SEC on October 29, 2014).

31.1		Section 302 Certificate of President and Chief Operating Officer *

31.2		Section 302 Certificate of Interim Chief Financial Officer *

32.1		Section 906 Certificate of President and Chief Operating Officer *

32.2		Section 906 Certificate of Interim Chief Financial Officer *

101.INS		XBRL INSTANCE DOCUMENT **

101.SCH		XBRL TAXONOMY EXTENSION SCHEMA **

101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **

101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **

101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE **

101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

*		Filed herewith.
**		In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Jameson Stanford Resources Corporation

Date: November 3, 2014	By:	/s/ Joseph Marchal
		Joseph Marchal
		President and Chief Operating Officer
		(Principal Executive Officer)

Date: November 3, 2014	By:	/s/ Donna S Moore
		Donna S. Moore
		Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1 Rule 13a-14(a)/15d-14(a) Certification

I, Joseph Marchal, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of Jameson Stanford Resources Corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition and results of operations of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 3, 2014

/s/ Joseph Marchal
Joseph Marchal President and Chief Operating Officer (Principal Executive Officer)

Exhibit 31.2 Rule 13a-14(a)/15d-14(a) Certification

I, Donna S. Moore, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014 of Jameson Stanford Resources Corporation (the “registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: November 3, 2014

/s/ Donna S. Moore
Donna S. Moore Interim Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1 Certification of the President and Chief Operating Officer of Jameson Stanford Resources Corporation pursuant to Section 906 of the Sarbanes Oxley Act of 2002

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Jameson Stanford Resources Corporation (the “Company”) for the quarterly period ended March 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Joseph Marchal, President and Chief Operating Officer the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 3, 2014	By:	/s/ Joseph Marchal
		Joseph Marchal
		President and Chief Operating Officer
		(Principal Executive Officer)

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

Exhibit 32.2 Certification of the Interim Chief Financial Officer of Jameson Stanford Resources Corporation pursuant to Section 906 of the Sarbanes Oxley Act of 2002

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Jameson Stanford Resources Corporation (the “Company”) for the quarterly period ended March 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, Donna S. Moore, Interim Chief Financial Officer the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 3, 2014	By:	/s/ Donna S. Moore
		Donna S. Moore
		Interim Chief Financial Officer
		(Principal Financial Officer)

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