MainStreetChamber Holdings, Inc. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
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[X]
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ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year
ended July 31, 2008
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[
]
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
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For the transition
period from _________ to ________
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Commission
file number: 333-146442
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Goldspan Resources,
Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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n/a
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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10300 W. Charleston
Blvd. 13-56
Las Vegas,
Nevada
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89135
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number: 702-480-5082
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Securities
registered under Section 12(b) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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none
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not
applicable
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Securities
registered under Section 12(g) of the Exchange Act:
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Title
of each class
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Name
of each exchange on which registered
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none
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not
applicable
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No
[X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
[ ] No
[X]
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. Yes
[ ] No [X]
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
the 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 [ ] 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 [ X] No [
]
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter. $
n/a
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date. 6,294,000 as of October 20,
2008.
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Page
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PART
I
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PART
II
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PART
III
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PART
IV
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PART I
We were
incorporated on March 2, 2007, under the laws of the state of
Nevada.
We were
originally in the business of mineral exploration and, until recently, we owned
a mineral claim located within the Nelson Mining Division of British Columbia
known as the Pepper Hope mineral claim. Our original plan of operations was to
conduct mineral exploration activities on the Pepper Hope mineral claim in order
to assess whether this claim possess commercially exploitable mineral deposits.
Our exploration program was designed to explore for commercially viable deposits
of copper, lead, zinc, silver, gold, and other metallic minerals.
Since the
inception of this plan of operations, however, we experienced continual delays
in locating and retaining proper geologists to perform the planned field work at
reasonable cost and we suffered mounting financial losses. As a
result, we were not able to continue with our planned exploration work and were
unable to obtain any additional financing. Because of the
difficulties in completing the initial phases of our exploration program and the
resulting need for additional funding, we determined that our plan of operations
is no longer commercially viable.
Subsequent
to the reporting period, on August 26, 2008, we transferred our Pepper Hope
mineral claim to Mr. Jeff Wiegel, our former officer and director (the
“Split-Off”). In exchange for receiving ownership of the Pepper Hope
claim, Mr. Wiegel delivered all of his 2,500,000 shares of common stock back to
us for cancellation. As part of the Split-off, Mr. Wiegel agreed to
assume any and all liabilities which may be related to the Pepper Hope mineral
claim. Also on August 26, 2008, the board of directors accepted the
resignation of Jeff Wiegel as our sole officer and director and appointed Mr.
Alan Shinderman to act as a member of our board of directors and as President,
Secretary-Treasurer, Chief Executive Officer, and Chief Financial
Officer.
Following
the Split-off, our new management has been evaluating alternative business
opportunities with which we can go forward as an operating business. We have not
identified any business opportunities thus far, but we are actively
looking. There can be no assurance, however, that we will be able to
continue as a going concern.
Employees
We have
no employees. We conduct our business through agreements with consultants and
other independent third party vendors.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
incorporation.
Subsidiaries
We have
neither formed, nor purchased any subsidiaries since our
incorporation.
Patents
and Trademarks
We do not
hold any patents or trademarks.
Government
Regulation and Supervision
We are
not currently subject to direct federal, state or local regulation other than
regulations applicable to businesses generally. Management is unaware
of any existing or probable governmental regulations which would materially
affect our business.
A smaller
reporting company is not required to provide the information required by this
Item.
A smaller
reporting company is not required to provide the information required by this
Item.
We do not
currently own or lease any real property.
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
No
matters were submitted to a vote of the Company's shareholders during the fiscal
year ended July 31, 2008.
PART II
Market
Information
Our
common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network that provides information
on current "bids" and "asks", as well as volume information. Our shares are
quoted on the OTCBB under the symbol “GSPN.”
The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the OTCBB. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not necessarily represent actual transactions.
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Fiscal
Year Ending June 31, 2008
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Quarter
Ended
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High
$
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Low
$
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June
30, 2008
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n/a
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n/a
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March
31, 2008
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n/a
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n/a
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December
31, 2007
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n/a
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n/a
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September
30, 2007
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n/a
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n/a
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There
have been no recorded trades in our common stock.
Penny
Stock
The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market price of less than $5.00, other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation of such duties or other
requirements of the securities laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market for
such stock; and (d) a monthly account statement showing the market value of each
penny stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
Holders
of Our Common Stock
As of
October 20, 2008, we had 6,294,000 shares of our common stock issued and
outstanding, held by 33 shareholders of record.
Dividends
There are
no restrictions in our articles of incorporation or bylaws that prevent us from
declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where after giving effect to the
distribution of the dividend:
1. we
would not be able to pay our debts as they become due in the usual course of
business, or;
2. our
total assets would be less than the sum of our total liabilities plus the amount
that would be needed to satisfy the rights of shareholders who have preferential
rights superior to those receiving the distribution.
We have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
We do not
have any equity compensation or incentive plans.
Recent
Sales of Unregistered Securities
None.
A smaller
reporting company is not required to provide the information required by this
Item.
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements generally are identified by the words “believes,” “project,”
“expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the
safe-harbor provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Our ability to predict results or the actual
effect of future plans or strategies is inherently uncertain. Factors which
could have a material adverse affect on our operations and future prospects on a
consolidated basis include, but are not limited to: changes in economic
conditions, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
Further information concerning our business, including additional factors that
could materially affect our financial results, is included herein and in our
other filings with the SEC.
Results
of Operations for the years ended July 31, 2008 and 2007
We have
not any revenues since the inception of our business and we earned no
revenues during the fiscal year ended July 31, 2008. We incurred
operating expenses and net losses in the amount of $8,730 for the year ended
July 31, 2008. We incurred operating expenses and net losses in the
amount of $3,585 from our inception on March 2, 2007 through the fiscal year
ended July 31, 2007. We have incurred total net losses of $12,315
from inception through July 31, 2008.
Our
losses are attributable to operating expenses together with a lack of any
revenues.
Liquidity
and Capital Resources
As of
July 31, 2008, we had current assets in the amount of $23,748, consisting
entirely of cash. Our current liabilities as of July 31, 2008, were $2,050.
Thus, we had working capital of $21,699 as of July 31, 2008.
Going
Concern
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue future or expanded operations. We have incurred cumulative net losses of
$12,315 since our inception and require capital for our contemplated operational
and marketing activities to take place. Our ability to raise additional capital
through the future issuances of the common stock is unknown. The obtainment of
additional financing, the successful development of our contemplated plan of
operations, and our transition, ultimately, to the attainment of profitable
operations are necessary for us to continue operations. For these
reasons, our auditors stated in their report that they have substantial doubt we
will be able to continue as a going concern.
Purchase
or Sale of Equipment
We do not
expect to purchase or sell any plant or significant equipment.
Personnel
Ms. Alan
Shinderman, our President, CEO, CFO and sole Director, is currently devoting
approximately 1 to 2 hours per week to meet our needs. We
currently have no other employees. We currently do not have specific
plans to increase our number of employees.
Off
Balance Sheet Arrangements
As of
July 31, 2008, there were no off balance sheet arrangements.
A smaller
reporting company is not required to provide the information required by this
Item.
See the
financial statements annexed to this annual report.
No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during
the fiscal year ending July 31, 2007.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in company reports filed or
submitted under the
Securities
Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include without
limitation, controls and procedures designed to ensure that information required
to be disclosed in company reports filed or submitted under the Exchange Act is
accumulated and communicated to management, including our chief executive
officer and treasurer, as appropriate to allow timely decisions regarding
required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive
officer and chief financial officer carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of July 31, 2008. Based on their evaluation, they concluded that
our disclosure controls and procedures were effective.
Our
internal control over financial reporting is a process designed by, or under the
supervision of, our chief executive officer and chief financial officer and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles. Internal control over financial
reporting includes policies and procedures that pertain to the maintenance of
records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; provide reasonable assurance that transactions
are recorded as necessary to permit preparation of our financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our
board of directors and management; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on our financial
statements.
Under the
supervision and with the participation of our management, including our chief
executive officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (“COSO”). Based on this evaluation
under the criteria established in Internal Control – Integrated Framework, our
management concluded that our internal control over financial reporting was
effective as of July 31, 2008.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management’s report in this annual
report.
During
the most recently completed fiscal quarter, there has been no change in our
internal control over financial reporting that has materially affected or is
reasonably likely to materially affect, our internal control over financial
reporting.
None
PART III
The
following information sets forth the names of our current directors and
executive officers, their ages as of July 31, 2008 and their present
positions.
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Name
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Office(s)
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Alan
Shinderman
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President,
CEO, CFO, Treasurer, Secretary,
Director
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Set forth
below is a brief description of the background and business experience of our
executive officers and directors.
Alan Shinderman is our
President, CEO, CFO, Secretary, Treasurer and sole director. Mr. Shinderman has
worked as a financial planner and asset manager for approximately twenty years.
He formed his full service financial planning firm, Shinderman & Associates,
in approximately 1986. The firm relocated to Aspen, Colorado, and changed its
name to Aspen Asset Management in 1990. Mr. Shinderman opened a second office in
Las Vegas, Nevada, in 1993 and has lived in Las Vegas full time since
approximately 2003.
Directors
Our
bylaws authorize no less than one (1) director. We currently have two
Directors.
Term
of Office
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Family
Relationships
There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.
Involvement
in Certain Legal Proceedings
To the
best of our knowledge, during the past five years, none of the
following occurred with respect to a
present or former director, executive officer, or employee: (1) any
bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either
at the time of the bankruptcy or within two
years prior to that time; (2) any
conviction
in a criminal proceeding or being subject to a
pending criminal
proceeding (excluding traffic violations and
other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking
activities; and (4) being found
by a court of competent jurisdiction (in a civil
action), the SEC or the
Commodities Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
Audit
Committee
We do not
have a separately-designated standing audit committee. The entire Board of
Directors performs the functions of an audit committee, but no written charter
governs the actions of the Board when performing the functions of what would
generally be performed by an audit committee. The Board approves the selection
of our independent accountants and meets and
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of the
Company’s equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company. Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To the best of our
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by us during or with respect to the year ended June 30, 2006,
the following persons have failed to file, on a timely basis, the identified
reports required by Section 16(a) of the Exchange Act during fiscal year ended
July 31, 2008:
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Name
and principal position
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Number
of
late
reports
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Transactions
not
timely
reported
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Known
failures to
file
a required form
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Jeff
Wiegel
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0
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0
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0
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Alan
Shinderman
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n/a
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n/a
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n/a
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Code
of Ethics
As of
July 31, 2008, we had not adopted a Code of Ethics for Financial Executives,
which would include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
Summary
Compensation Table
The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended July 31, 2008 and 2007.
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SUMMARY
COMPENSATION TABLE
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Name
and
principal
position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive
Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All
Other
Compensation
($)
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Total
($)
|
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Jeff
Wiegel, former
CEO,
CFO, President, Secretary-Treasurer, & Director
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2008
2007
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0
0
|
0
0
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0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
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Alan
Shinderman, CEO, CFO, President, Secretary-Treasurer, &
Director
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2008
2007
|
n/a
n/a
|
n/a
n/a
|
n/a
n/a
|
n/a
n/a
|
n/a
n/a
|
n/a
n/a
|
n/a
n/a
|
n/a
n/a
|
Narrative
Disclosure to the Summary Compensation Table
We have
not entered into any employment agreement or consulting agreement with our
executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers. Our executive officers currently do not receive any cash or
other compensation.
Outstanding
Equity Awards at Fiscal Year-End
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of July 31,
2008.
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OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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|||||||||
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OPTION
AWARDS
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STOCK
AWARDS
|
||||||||
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Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Shares
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Jeff
Wiegel, former officer
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Alan
Shinderman
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Compensation
of Directors Table
The table
below summarizes all compensation paid to our directors for our last completed
fiscal year.
|
DIRECTOR
COMPENSATION
|
|||||||
|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Jeff
Wiegel, former director
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Alan
Shinderman
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
Narrative
Disclosure to Compensation of Directors Table
We do not
pay any compensation to our directors at this time.
Stock
Option Plans
We have
not adopted any stock option or incentive plans.
The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of October 15, 2008, by (1) all
persons who are beneficial owners of 5% or more of our voting securities, (2)
each director, (3) each executive officer, and (4) all directors and executive
officers as a group. The information regarding beneficial ownership of our
common stock has been presented in accordance with the rules of the
Securities
and
Exchange Commission. Under these rules, a person may be deemed to beneficially
own any shares of capital stock as to which such person, directly or indirectly,
has or shares voting power or investment power, and to beneficially own any
shares of our capital stock as to which such person has the right to acquire
voting or investment power within 60 days through the exercise of any stock
option or other right. The percentage of beneficial ownership as to any person
as of a particular date is calculated by dividing (a) (i) the number of shares
beneficially owned by such person plus (ii) the number of shares as to which
such person has the right to acquire voting or investment power within 60 days
by (b) the total number of shares outstanding as of such date, plus any shares
that such person has the right to acquire from us within 60 days. Including
those shares in the tables does not, however, constitute an admission that the
named stockholder is a direct or indirect beneficial owner of those shares.
Unless otherwise indicated, each person or entity named in the table has sole
voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.
Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 6,294,000 Shares of Common Stock issued and outstanding as of October
20, 2008.
|
Title
of Class
|
Name
and address of beneficial owner
|
Number
of Shares of Common Stock
|
Percentage
of Common Stock (1)
|
|
Common
Stock
|
Alan
Shinderman
10300
W. Charleston Blvd. 13-56
Las
Vegas, Nevada 89135
|
750,000
|
11.92%
|
|
Common
Stock
|
All
Officers and Directors as a Group (one person)
|
750,000
|
11.92%
|
|
Common
Stock
|
5%
Shareholders
|
||
|
Common
Stock
|
Michael
Knight
227
- 280 Nelson Street
Vancouver,
BC V6B 2E2
|
500,000
|
7.94%
|
|
Common
Stock
|
Brenda
Sanders
2026
Gillis Crescent
Merritt,
BC V1K 1H9
|
500,000
|
7.94%
|
|
Common
Stock
|
Jaime
Wiegel
2021
- 622 Front Street
Vancouver,
BC V1L 4B7
|
500,000
|
7.94%
|
|
Common
Stock
|
Barry
McNabb
6022
Chancellor Mews
Vancouver,
BC V6T 2J5
|
500,000
|
7.94%
|
|
Common
Stock
|
Bill
Vallee
685
7th Avenue
Vancouver,
BC V5Z 1B6
|
500,000
|
7.94%
|
|
Common
Stock
|
Keith
Stacy
202
- 1510 1st Avenue
Vancouver,
BC V6J 4S3
|
500,000
|
7.94%
|
Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent (5%) of our common
stock.
Except as
provided below, none of our directors or executive officers, nor any proposed
nominee for election as a director, nor any person who beneficially owns,
directly or indirectly, shares carrying more than 5% of the voting rights
attached to all of our outstanding shares, nor any members of the immediate
family (including spouse, parents, children, siblings, and in-laws) of any of
the foregoing persons has any material interest, direct or indirect, in any
transaction over the last two years or in any presently proposed transaction
which, in either case, has or will materially affect us.
|
1.
|
On
August 26, 2008, we transferred our Pepper Hope mineral claim to Mr. Jeff
Wiegel, our former officer and director (the “Split-Off”). In
exchange for receiving ownership of the Pepper Hope claim, Mr. Wiegel
delivered all of his 2,500,000 shares of common stock back to us for
cancellation. As part of the Split-off, Mr. Wiegel agreed to
assume any and all liabilities which may be related to the Pepper Hope
mineral claim.
|
Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:
|
Financial
Statements for the Year Ended July 31
|
Audit
Services
|
Audit
Related Fees
|
Tax
Fees
|
Other
Fees
|
|
2008
|
6,000
|
$0
|
$0
|
$0
|
|
2007
|
2,500
|
$0
|
$0
|
$0
|
PART IV
Index to
Financial Statements Required by Article 8 of Regulation S-X:
|
Audited
Financial Statements:
|
|
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation (1)
|
|
3.2
|
Bylaws
(1)
|
|
23.1
|
Consent
of Moore & Associates, Chtd., Certified Public
Accountants
|
|
1
|
Incorporated
by reference to Registration Statement on Form SB-2 filed October 2,
2007.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Goldspan
Resources, Inc.
|
By:
|
/s/Alan
Shinderman
|
|
Alan
Shinderman
President,
Chief Executive Officer, Chief
Financial Officer and sole Director
|
|
|
October
30, 2008
|
In
accordance with Section 13 or 15(d) of the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated:
|
By:
|
/s/Alan
Shinderman
|
|
Alan
Shinderman
President,
Chief Executive Officer, Chief
Financial Officer and sole Director
|
|
|
October
30, 2008
|
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Goldspan
Resources, Inc.
(An
Exploration Stage Company)
We have
audited the accompanying balance sheets of Goldspan Resources, Inc. (An
Exploration Stage Company) as of July 31, 2008 and July 31, 2007, and the
related statements of operations, stockholders’ equity and cash flows for the
year ended July 31, 2008, from inception on March 2, 2007 through July 31, 2007
and since inception on March 2, 2007 through July 31, 2008. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Goldspan Resources, Inc. (An
Exploration Stage Company) as of July 31, 2008 and July 31, 2007, and the
related statements of operations, stockholders’ equity and cash flows for the
year ended July 31, 2008, from inception on March 2, 2007 through July 31, 2007
and since inception on March 2, 2007 through July 31, 2008., in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $12,315, which
raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates, Chartered
Las
Vegas, Nevada
October
28, 2008
6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501
GOLDSPAN RESOURCES, INC.
(An
Exploration Stage Company)
Balance
Sheets
|
ASSETS
|
|||||
|
July
31, 2008
|
July
31, 2007
|
||||
|
CURRENT
ASSETS
|
|||||
|
Cash
|
$ | 23,748 | $ | 30,947 | |
|
Total
Current Assets
|
23,748 | 30,947 | |||
|
TOTAL
ASSETS
|
$ | 23,748 | $ | 30,947 | |
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|||||
|
CURRENT
LIABILITIES
|
|||||
|
Accounts
payable
|
$ | 2,050 | $ | 519 | |
|
Total
Current Liabilities
|
2,050 | 519 | |||
|
STOCKHOLDERS'
EQUITY
|
|||||
|
Common
stock: $0.001 par value; 75,000,000 shares authorized;
8,044,000 shares issued and outstanding
|
8,044 | 8,044 | |||
|
Additional
paid-in capital
|
25,969 | 25,969 | |||
|
Deficit
accumulated during the exploration stage
|
(12,315) | (3,585) | |||
|
Total
Stockholders' Equity
|
21,698 | 30,428 | |||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$ | 23,748 | $ | 30,947 | |
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN RESOURCES, INC.
(An
Exploration Stage Company)
Statements
of Operations
|
For
the Year Ended
July 31, 2008
|
From
Inception
on March 2,
2007 Through
July 31,
2007
|
From
Inception
on March 2,
2007 Through
July 31,
2008
|
||||||
|
REVENUES
|
$ | - | $ | - | $ | - | ||
|
COST
OF REVENUES
|
- | - | - | |||||
|
GROSS
MARGIN
|
- | - | - | |||||
|
OPERATING
EXPENSES
|
||||||||
|
General
and administrative
|
8,730 | 3,585 | 12,315 | |||||
|
Total
Operating Expenses
|
8,730 | 3,585 | 12,315 | |||||
|
LOSS
FROM OPERATIONS
|
(8,730) | (3,585) | (12,315) | |||||
|
INCOME
TAX EXPENSE
|
- | - | - | |||||
|
NET
LOSS
|
$ | (8,730) | $ | (3,585) | $ | (12,315) | ||
|
BASIC
LOSS PER SHARE
|
$ | (0.00) | $ | (0.00) | ||||
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
8,044,000 | 6,097,182 | ||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN RESOURCES, INC.
(An
Exploration Stage Company)
Statements
of Stockholders' Equity
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||
|
Balance,
March 2, 2007
|
- | $ | - | $ | - | $ | - | $ | - | |||||
|
Shares
issued for cash at $0.001 per share to the
founders
|
5,500,000 | 5,500 | - | - | 5,500 | |||||||||
|
Shares
issued for cash at $0.0075 per share on June 24,
2000
|
2,495,000 | 2,495 | 16,218 | - | 18,713 | |||||||||
|
Shares
issued for cash at $0.20 per share on June 29,
2007
|
49,000 | 49 | 9,751 | - | 9,800 | |||||||||
|
Net
loss for the period ended July 31, 2007
|
- | - | - | (3,585) | (3,585) | |||||||||
|
Balance,
July 31, 2007
|
8,044,000 | 8,044 | 25,969 | (3,585) | 30,428 | |||||||||
|
Net
loss for the year ended July 31, 2008
|
- | - | - | (8,730) | (8,730) | |||||||||
|
Balance,
July 31, 2008
|
8,044,000 | $ | 8,044 | $ | 25,969 | $ | (12,315) | $ | 21,698 | |||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN RESOURCES, INC.
(An
Exploration Stage Company)
Statements
of Cash Flows
|
For
the Year Ended
July 31, 2008
|
From
Inception
on March 2,
2007 Through
July 31,
2007
|
From
Inception
on March 2,
2007 Through
July 31,
2008
|
||||||
|
OPERATING
ACTIVITIES
|
||||||||
|
Net
loss
|
$ | (8,730) | $ | (3,585) | $ | (12,315) | ||
|
Adjustments
to reconcile net income to net
cash provided by operating activities:
|
||||||||
|
Changes
in operating assets and liabilities:
|
||||||||
|
|
||||||||
|
Increase
(decrease) in accounts payable
|
1,531 | 519 | 2,050 | |||||
|
Net
Cash Used in Operating Activities
|
(7,199) | (3,066) | (10,265) | |||||
| INVESTING ACTIVITIES | - | - | - | |||||
|
FINANCING
ACTIVITIES
|
||||||||
|
Proceeds
from issuance of common stock
|
- | 34,013 | 34,013 | |||||
|
Net
Cash Provided by Financing Activities
|
- | 34,013 | 34,013 | |||||
|
NET
DECREASE IN CASH
|
(7,199) | 30,947 | 23,748 | |||||
|
CASH
AT BEGINNING OF PERIOD
|
30,947 | - | - | |||||
|
CASH
AT END OF PERIOD
|
$ | 23,748 | $ | 30,947 | $ | 23,748 | ||
|
SUPPLIMENTAL
DISCLOSURES OF CASH
FLOW INFORMATION
|
||||||||
|
CASH
PAID FOR:
|
||||||||
|
Interest
|
$ | - | $ | - | $ | - | ||
|
Income
Taxes
|
$ | - | $ | - | $ | - | ||
GOLDSPAN RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
JULY 31,
2008 and 2007
1. Summary of Significant
Accounting Policies
Nature of
Business
GoldSpan
Resources, Inc. (the Company) was incorporated in the State of Nevada on March
2, 2007. The Company is engaged in the principal business activity of acquiring
and developing mineral properties. The Company has not realized significant
revenues to date and therefore is classified as a development stage
company.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates.
Basic (Loss) per Common
Share
Basic
(loss) per share is calculated by dividing the Company’s net loss applicable to
common shareholders by the weighted average number of common shares during the
period. Diluted earnings per share is calculated by dividing the Company’s net
income available to common shareholders by the diluted weighted average number
of shares outstanding during the year. The diluted weighted average number of
shares outstanding is the basic weighted number of shares adjusted for any
potentially dilutive debt or equity. There are no such common stock equivalents
outstanding as of July 31, 2008.
|
(Loss)
(Numerator)
|
Shares
(Denominator)
|
Basic
(Loss) Per Share
Amount
|
||||||
| Year Ended July 31, 2008 | $ | (6,695) | 8,044,000 | $ | (0.00) | |||
| Year Ended July 31, 2007 | $ | (3,585) | 6,097,182 | $ | (0.00) | |||
Revenue
Recognition
The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
Comprehensive
Income
The
Company has no component of other comprehensive income. Accordingly, net income
equals comprehensive income for the periods ended July 31, 2008.
Advertising
Costs
The
Company’s policy regarding advertising is to expense advertising when incurred.
The Company had not incurred any advertising expense as of July 31,
2008.
GOLDSPAN
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
JULY 31,
2008 and 2007
1. Summary of Significant
Accounting Policies (Continued)
Cash and Cash
Equivalents
For
purposes of the Statement of Cash Flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less to be cash
equivalents to the extent the funds are not being held for investment
purposes.
Income
Taxes
The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109
Requires
the use of an asset and liability approach in accounting for income taxes.
Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the
tax rates in effect when these differences are expected to reverse. The
Company’s predecessor operated as entity exempt from Federal and State income
taxes.
SFAS No.
109 requires the reduction of deferred tax assets by a valuation allowance if,
based on the weight of available evidence, it is more likely than not that some
or all of the deferred tax assets will not be realized.
The
provision for income taxes differs from the amounts which would be provided by
applying the statutory federal income tax rate of 39% to the net loss before
provision for income taxes for the following reasons:
| July 31, 2008 |
July 31,
2007
|
||||
| Income tax expense at statutory rate | $ | 3,405 | $ | 1,398 | |
| Common stock issued for services | -0- | -0- | |||
| Valuation allowance | (3,405) | (1,398) | |||
| Income tax expense per books | $ | -0- | $ | -0- | |
Net
deferred tax assets consist of the following components as of:
|
July 31,
2008
|
July 31,
2007
|
||||
| NOL Carryover | $ | 4,803 | $ | 1,398 | |
| Valuation allowance | (4,803) | (1,398) | |||
| Net deferred tax asset | $ | -0- | $ | -0- | |
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $12,315 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.
F-7
GOLDSPAN
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
JULY 31,
2008 and 2007
1. Summary of Significant
Accounting Policies (Continued)
Impairment of Long-Lived
Assets
The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a July 31 fiscal year
end.
Inventory
The
Company accounts for inventory of raw materials and finished goods on a cost
basis. The inventory is maintained on a first in- first out (FIFO)
basis.
Stock-based
compensation.
As of
July 31, 2008, the Company has not issued any share-based payments to its
employees.
The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.
Recent Accounting
Pronouncements
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”. SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”. SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or
F-8
GOLDSPAN
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
JULY 31,
2008 and 2007
1. Summary of Significant
Accounting Policies (Continued)
Recent Accounting
Pronouncements (Continued)
document
by category. Where there might be conflicting guidance between two categories,
the more authoritative category will prevail. SFAS No. 162 will become effective
60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No.
133. This standard requires companies to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity’s financial position,
financial performance, and cash flows. This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. The Company has not yet adopted the
provisions of SFAS No. 161, but does not expect it to have a material impact on
its consolidated financial position, results of operations or cash
flows.
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based
Payment. In particular, the staff indicated in SAB 107 that it
will accept a company's election to use the simplified method, regardless of
whether the company has sufficient information to make more refined estimates of
expected term. At the time SAB 107 was issued, the staff believed that more
detailed external information about employee exercise behavior (e.g., employee
exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB
107 that it would not expect a company to use the simplified method for share
option grants after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under certain
circumstances, the use of the simplified method beyond December 31, 2007. The
Company currently uses the simplified method for “plain vanilla” share options
and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is
not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.
F-9
GOLDSPAN
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
JULY 31,
2008 and 2007
1. Summary of Significant
Accounting Policies (Continued)
Recent Accounting
Pronouncements (Continued)
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No.
51. This statement amends ARB 51 to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. Before this
statement was issued, limited guidance existed for reporting noncontrolling
interests. As a result, considerable diversity in practice existed. So-called
minority interests were reported in the consolidated statement of financial
position as liabilities or in the mezzanine section between liabilities and
equity. This statement improves comparability by eliminating that diversity.
This statement is effective for fiscal years, and interim periods within those
fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year-ends). Earlier adoption is prohibited. The
effective date of this statement is the same as that of the related Statement
141 (revised 2007). The Company will adopt this Statement beginning March 1,
2009. It is not believed that this will have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.
In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations.’This
Statement replaces FASB Statement No. 141, Business Combinations, but
retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities—Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments
in Debt and Equity Securities
F-10
GOLDSPAN
RESOURCES, INC.
(AN
EXPLORATION STAGE COMPANY)
NOTES TO
FINANCIAL STATEMENTS
JULY 31,
2008 and 2007
1. Summary of Significant
Accounting Policies (Continued)
Recent Accounting
Pronouncements (Continued)
applies
to all entities with available for sale or trading securities. Some requirements
apply differently to entities that do not report net income. SFAS No. 159 is
effective as of the beginning of an entities first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of the
previous fiscal year provided that the entity makes that choice in the first 120
days of that fiscal year and also elects to apply the provisions of SFAS No. 157
Fair Value
Measurements. The Company will adopt SFAS No. 159 beginning
March 1, 2008 and is currently evaluating the potential impact the adoption of
this pronouncement will have on its consolidated financial
statements.
In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement March 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.
2. COMMON
STOCK
On March
6, 2007, the Company received $5,500 from its founders for 5,500,000 shares of
its common stock.
On June
24, 2007, the Company completed an unregistered private offering under the
Securities Act of 1933, as amended, relying upon the exemption from registration
afforded by Rule 504 of Regulation D promulgated there under. The
Company sold 2,495,000 shares of its $0.001 par value common stock at a price of
$0.0075 per share for $18,713 in cash.
On June
29, 2007, the Company completed an unregistered private offering under the
Securities Act of 1933, as amended, relying upon the exemption from registration
afforded by Rule 504 of Regulation D promulgated there under. The
Company sold 49,000 shares of its $0.001 par value common stock at a price of
$0.20 per share for $9,800 in cash.
3. GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. However, the Company has accumulated
deficit of $12,315 as of July 31, 2008. The Company currently has
limited liquidity, and has not completed its efforts to establish a stabilized
source of revenues sufficient to cover operating costs over an extended period
of time.
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses. The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
4. SUBSEQUENT
EVENT
Pursuant
to a Purchase Agreement, the Company transferred its Pepper Hope mineral claim
located in British Columbia to Mr. Jeff Wiegel, its former officer and director
(the “Split-Off”). In exchange for receiving ownership of the Pepper Hope claim,
Mr. Wiegel has delivered all of his 2,500,000 shares of common stock back to us
for cancellation. As part of the Split-off, Mr. Wiegel agreed to assume any and
all liabilities which may be related to the Pepper Hope mineral
claim.
Following his appointment as sole officer and director on August 26,
2008, Mr. Alan Shinderman purchased 750,000 shares of the Company's $0.001 par
value common stock at a purchase price of $0.001 per share for $7,500 in
cash.