Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 1, 2014

JAMESON STANFORD RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	000-54405	90-0969619
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

605 W. Knox Rd, #202, Tempe, AZ 85284

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (702) 933-0808

Not applicable.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

[ ] 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))

Item 1.01

Entry into a Material Definitive Agreement

Mutual Release, Non-Disparagement, Stock Cancellation and Non-Solicitation Agreement

On October 1, 2014, Jameson Stanford Resources Corporation (the “Company”) entered into an Agreement of Mutual Understanding and Settlement (the “Agreement”) with Donald Sutherland, an individual residing in Mesa, AZ (“Sutherland”). The parties agreed that the Agreement would have an effective date of September 18, 2014. The details of the Agreement are discussed below.

On or about January 3, 2013 Sutherland entered into a non-binding Memorandum of Understanding (the “MOU”) between Sutherland and The Bolcan Group, LLC (“TBG”), an entity owned and controlled by the Company’s former CEO and former sole Director, Michael Stanford. The MOU provided for, among other things, that Sutherland was to fund the operations of the Company through TBG by way of the payment to TBG of $750,000 in exchange for the delivery to Sutherland of the Company’s common stock to be issued at $0.14 per share, as well as certain royalties (the “Royalty”) amounting to royalty payment of $0.50 per metric tonne (approx. 2,200 lbs.) of ore sold by the Company until principal monies were returned to Sutherland. Sutherland made payment of the $750,000 to TBG on various dates from January, 2013 to August, 2013 and was issued 5,360,000 shares of the Company’s common stock on August 12, 2013.

Subsequent to the signing of the MOU and the payment by Sutherland of the $750,000 to TBG, Michael Stanford resigned all of his positions with the Company on or about May 27, 2014. Following the departure of Mr. Stanford, the Company’s new Board of Directors and management undertook an internal investigation and audit of the business and accounts of the Company from January 1, 2013 through the date of Mr. Stanford’s departure in May 2014. The internal audit revealed, and the Company subsequently alleged in its litigation filed in the Fifth Judicial District Court, Beaver County, Utah (Civil Case No. 140500023) filed against Michael Stanford, (the “Stanford Lawsuit”), that Mr. Stanford, amongst other wrongdoings, committed 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.

At the conclusion of the internal investigation the Company’s Board of Directors took the position that the terms of the MOU, and the transactions contemplated and concluded thereby, were ultra vires and outside the authority of Mr. Stanford and thus null and void as it pertained to the Company. As such, and in order to avoid the costs of litigation, the Company commenced settlement discussions with Mr. Sutherland to amicably resolve all potential issues between them. The Agreement recognizes the finding by the Company of no wrong doing by Mr. Sutherland and resolves all matters by way of the cancellation of the MOU, the Royalty and a return for cancellation by Sutherland of 3,860,000 common shares of the Company.

After giving effect to the return and cancellation of 3,860,000 shares of common stock by Sutherland pursuant to the Agreement, the return and cancellation of 25,000,000 shares of common stock from Mr. Michael Stanford in connection with the Stanford Lawsuit as reported by the Company in the Form 8K filed on September 24, 2014, and the return and cancellation of 500,000 shares of common stock from Mr. Robbie Chidester pursuant the agreement reached with Mr. Chidester and reported by the Company in the Form 8K filed on September 26, 2014, the Company has 11,543,862 shares of common stock outstanding as of the date of this Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description

10.1		Agreement of Mutual Understanding and Settlement between Jameson Stanford Resources Corporation and Donald Sutherland

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.

	JAMESON STANFORD RESOURCES CORPORATION.

Date: October 1, 2014	By:	/s/ Donna S. Moore
		Donna S. Moore, Interim Chief Financial Officer

AGREEMENT OF MUTUAL UNDERSTANDING & SETTLEMENT

This Agreement is made and entered into this 18^th day of September, 2014 by and between DONALD SUTHERLAND (“Sutherland”), an individual currently residing in the City of Mesa, AZ and JAMESON STANFORD RESOURCES CORPORATION, together with its wholly owned subsidiary Bolcan Mining Corporation (collectively, the “Company”) a public company with its principal office in the City of Tempe, AZ. Sutherland and the Company, each a (“Party”) and collectively (the “Parties”).

R E C I T A L S

WHEREAS, on or about January 3, 2013 Sutherland entered into a non-binding Memorandum of Understanding (the “MOU”) between Sutherland and The Bolcan Group, LLC (“TBG”) purporting, inter alia, to contract for the sale of common shares of the Company and grant a certain Royalty (the “Royalty”) amounting to “a minimum royalty payment of $0.50 per metric tonne (approx. 2,200 lbs.) of ore sold until principal monies are recooperated to Sutherland (sic), and

WHEREAS, under and in connection with the MOU Sutherland delivered $750,000 cash to TBG, together with certain physical labor services of Sutherland, and

WHEREAS, the Company subsequently determined that Michael Stanford (“Stanford”) was conducting an ongoing and pernicious fraud using the assets of the Company and the guise of TBG to fraudulently collect and divert monies otherwise purportedly to be used in connection with the ongoing mining operations of the Company, and

WHEREAS, the Company filed suit in the 5^th Judicial District Court of Utah against Stanford in connection with his improper and fraudulent conduct in complaint No. 140500023, which litigation is currently pending before the courts, and

WHEREAS, certain controversy has arisen regarding the issuance of 5,360,000 shares of common stock of the Company and the Royalty to Sutherland in connection with the MOU, and

WHEREAS, the Parties desire to resolve any and all disputes and controversies between them regarding the 5,360,000 shares of common stock of the Company and the Royalty.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH, that in consideration of the payment of $10.00 by each party to the other, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged and confirmed, the Parties hereby agree as follows:

	1.	Cancellation of MOU:

		The Parties acknowledge and confirm that the MOU, attached hereto as Exhibit “A”, is void ab initio and of no force or effect and shall not be referenced as being valid or enforceable by Sutherland against the Company.

Return of Common Stock, Cancellation of Royalty:

Sutherland acknowledges and confirms that, as a result of the fact that the MOU between himself and TBG is void ab initio and of no force or effect, the delivery by the Company of 5,360,000 shares of its common stock to Sutherland (the “Invalid Shares”) is also of no valid or legal effect. Accordingly, the Parties have determined that the Invalid Shares shall be resolved by the following actions:

	a.	Sutherland shall return Three Million Eight Hundred and Sixty Thousand (3,860,000) common shares of the Company (the “Cancellation Shares”); thereby leaving Sutherland with good and valid title to One Million Five Hundred Thousand (1,500,000) fully paid and non-assessable common shares of the Company at an average cost of $0.50 per share (the “Settlement Shares”). For greater certainty, nothing herein shall limit or restrict the number of shares of the common stock of the Company that Sutherland may own or acquire through any lawful means, and

	b.	Sutherland shall, and does hereby, irrevocably and unconditionally surrender and waive any right, title or interest in and to the Cancellation Shares, and

	c.	Sutherland shall, and does hereby, irrevocably and unconditionally surrender and waive any right, title or interest in and to the Royalty.

Subscription:

Sutherland shall enter into a subscription agreement in respect of the Settlement Shares to be dated and effective as of the original date of issuance of the Invalid Shares.

Miscellaneous:

	4.1	Successors and Assigns. All covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto, whether so expressed or not.

	4.2	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona for all purposes and in all respects, without giving effect to the conflict of law provisions thereof.

	4.3	Integration; Amendment. This Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and supersede any previous agreement or understanding between or among the parties with respect to such subjects. No party shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

	4.4	Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, on the date of transmittal of services via telecopy or electronic mail to the party to whom notice is to be given (with a confirming copy being delivered within 24 hours thereafter), or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, or via overnight courier providing a receipt and properly addressed. Any party may change its address for purposes of this paragraph by giving notice of the new address to each of the other parties in the manner set forth above.

	4.5	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

	4.6	Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

	4.7	Venue. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Arizona and to the jurisdiction of the United States District Court for the District of Arizona for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action, or other proceeding arising out of or based upon this Agreement except in the state courts of Arizona or the United States District Court for the District Court for the District of Arizona, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action, or proceeding is brought in an inconvenient forum, that the venue of the suit, action, or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

	4.8	Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.