MainStreetChamber Holdings, Inc. - Quarter Report: 2008 April (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended April 30,
2008
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period to __________
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Commission
File Number: 333-146442
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Goldspan Resources,
Inc.
(Exact
name of small business issuer 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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(IRS
Employer Identification No.)
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1155 Seymour Street
Suite 204, Vancouver, BC V6B 1K2
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(Address
of principal executive offices)
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604-779-4099
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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Check
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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes [ ] 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.
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[ ]
Large accelerated filer
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Non-accelerated filer
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Accelerated filer
[X]
Smaller reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes [ ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 8,044,000 common shares as of June 3,
2008.
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Page
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PART I – FINANCIAL
INFORMATION
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PART II – OTHER
INFORMATION
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PART
I - FINANCIAL INFORMATION
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Our
unaudited financial statements included in this Form 10-Q are as
follows:
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These
unaudited financial statements have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and the SEC instructions to Form 10-Q. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. Operating results for the interim
period ended April 30, 2008 are not necessarily indicative of the results that
can be expected for the full year.
GOLDSPAN
RESOURCES, INC.
(A Development Stage Company)
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ASSETS
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April
30, 2008 |
July
31, 2007 |
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(Unaudited)
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CURRENT
ASSETS
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Cash
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$ | 25,790 | $ | 30,947 | |
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Total
Current Assets
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25,790 | 30,947 | |||
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TOTAL
ASSETS
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$ | 25,790 | $ | 30,947 | |
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LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)
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CURRENT
LIABILITIES
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Accounts
payable
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$ | 1,287 | $ | 519 | |
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Total
Current Liabilities
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1,287 | 519 | |||
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STOCKHOLDERS'
EQUITY (DEFICIT)
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Common
stock: $0.001 par value; 75,000,000 shares authorized;
8,044,000shares issued and outstanding
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8,044 | 8,044 | |||
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Additional
paid-in capital
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25,969 | 25,969 | |||
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Accumulated
deficit
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(9,510) | (3,585) | |||
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Total
Stockholders' Equity (Deficit)
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24,503 | 30,428 | |||
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
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$ | 25,790 | $ | 30,947 | |
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
(A Development Stage Company)
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For
the Three Months
Ended |
From
Inception on March
2, |
For
the Nine Months
EndedApril
30, 2008 |
From
Inception on March
2, |
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REVENUES
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$ | - | $ | - | $ | - | $ | - | |||
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COST
OF REVENUES
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- | - | - | - | |||||||
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GROSS
MARGIN
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- | - | - | - | |||||||
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OPERATING
EXPENSES
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General
and administrative
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1,306 | - | 5,925 | 9,510 | |||||||
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Total
Operating Expenses
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1,306 | - | 5,925 | 9,510 | |||||||
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LOSS
FROM OPERATIONS
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(1,306) | - | (5,925) | (9,510) | |||||||
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INCOME
TAX EXPENSE
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- | - | - | - | |||||||
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NET
LOSS
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$ | (1,306) | $ | - | $ | (5,925) | $ | (9,510) | |||
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BASIC
LOSS PER SHARE
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$ | (0.00) | $ | 0.00 | $ | (0.00) | |||||
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WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
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8,044,000 | 5,500,000 | 8,044,000 | ||||||||
The
accompanying notes are a integral part of these financials
statements.
GOLDSPAN
RESOURCES, INC.
(A Development Stage Company)
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Common
Stock
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Additional Paid-In |
Accumulated
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Shares
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Amount
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Capital
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Deficit
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Total
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Balance,
March 2, 2007
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- | $ | - | $ | - | $ | - | $ | - | ||||
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Shares
issued for cash at $0.001 per share
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5,500,000 | 5,500 | - | - | 5,500 | ||||||||
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Shares
issued for cash at $0.0075 per share
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2,495,000 | 2,495 | 16,218 | - | 18,713 | ||||||||
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Shares
issued for cash at $0.20 per share
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49,000 | 49 | 9,751 | - | 9,800 | ||||||||
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Net
loss for the period ended July 31, 2007
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- | - | - | (3,585) | (3,585) | ||||||||
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Balance,
July 31, 2007
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8,044,000 | 8,044 | 25,969 | (3,585) | 30,428 | ||||||||
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Net
loss for the nine months ended April 30, 2008
(unaudited)
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- | - | - | (5,925) | (5,925) | ||||||||
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Balance,
April 30, 2008 (unaudited)
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8,044,000 | $ | 8,044 | $ | 25,969 | $ | (9,510) | $ | 24,503 | ||||
GOLDSPAN
RESOURCES, INC.
(A Development Stage Company)
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For
the Nine Months
Ended |
From
Inception on March
2, |
From
Inception on March
2, |
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CASH
FLOWS FROM
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OPERATING
ACTIVITIES
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Net
loss
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$ | (5,925) | $ | - | $ | (9,510) | ||
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Adjustments
to reconcile net income to
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net
cash provided by operating activities:
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Changes
in operating assets
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and
liabilities:
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Increase
(decrease) in
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accounts
payable
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768 | - | 1,287 | |||||
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Net
Cash Used by
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Operating
Activities
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(5,157) | - | (8,223) | |||||
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CASH
FLOWS FROM
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INVESTING
ACTIVITIES
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- | - | - | |||||
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CASH
FLOWS FROM
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FINANCING
ACTIVITIES
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Proceeds
from issuance of common stock
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- | 5,000 | 34,013 | |||||
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Net
Cash Provided by
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Financing
Activities
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- | 5,000 | 34,013 | |||||
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NET
DECREASE IN CASH
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(5,157) | 5,000 | 25,790 | |||||
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CASH
AT BEGINNING OF PERIOD
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30,947 | - | - | |||||
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CASH
AT END OF PERIOD
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$ | 25,790 | $ | 5,000 | $ | 25,790 | ||
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SUPPLIMENTAL
DISCLOSURES OF
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CASH
FLOW INFORMATION
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CASH
PAID FOR:
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Interest
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$ | - | $ | - | $ | - | ||
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Income
Taxes
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$ | - | $ | - | $ | - | ||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
April
30, 2008 and July 31, 2007
NOTE
1 – CONDENSED FINANCIAL STATEMENTS
The
accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at April 30, 2008 and for all
periods presented herein, have been made.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted. It is
suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s July 31,
2007 audited financial statements. The results of operations for the
periods ended April 30, 2008 are not necessarily indicative of the operating
results for the full years.
NOTE
2 - GOING CONCERN
The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In
order to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
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.
Business
Overview and Plan of Operations
We hold a
100% interest in a mineral claim located in British Columbia, Canada that we
refer to as the Pepper Hope mineral claim. Our business plan has been to proceed
with the exploration of the Pepper Hope mineral claim to determine whether there
are commercially exploitable reserves of copper, lead, zinc, gold or other
metals. Following the initiation of this plan of operations, however,
we have experienced continuing difficulty locating a qualified geologist who is
available to perform the field work portion of our recommended exploration
program within the budgeted cost. Due to boom conditions in the
precious metals industry, it has been difficult to locate a geologist who has
time available to perform the planned fieldwork. In addition, our
initial budget may have underestimated the funds necessary to complete our
exploration program.
In order
to complete our planned initial exploration program, we believe we will need to
obtain additional funding in the form of equity financing from the sale of our
common stock or loans. Unfortunately, we have not been able to identify sources
of equity financing and do not have any arrangements in place for any future
financing. In addition, the ability of our president, Mr. Wiegel, to loan funds
to us to cover the expenses of our proposed exploration program is
limited. In
addition,
we believe that outside debt financing will not be an alternative for funding of
our exploration program. The risky nature of this enterprise and lack of
tangible assets places debt financing beyond the credit-worthiness required by
most banks or typical investors of corporate debt until such time as an
economically viable mine can be demonstrated.
Because
of the difficulties in completing the initial phase of our exploration program
and the unanticipated need for additional funding, we have been presented with
the difficult task of re-evaluating our business plan and plan of operations to
determine whether it continues to be commercially viable. As a result
of our lack of progress so far, the uncertainty regarding the source of our
required additional funding and the relatively risky overall nature of our
enterprise, management has been evaluating alternative business opportunities
which have been presented to us. Although we have not entered into
any binding agreement regarding any specific new business opportunity at this
time, we have been in negotiations and doing due diligence which we hope will
lead to a binding agreement in the near future. In the event we are
able to reach such an agreement, we will most likely abandon our plan to develop
the Pepper Hope mineral claim and follow a plan involving the new business
opportunity.
Expected
Changes In Number of Employees, Plant, and Equipment
We do not
have plans to purchase any physical plant or any significant equipment or to
change the number of our employees during the next twelve months.
Results
of Operations for the three and nine months ended April 30, 2008
We did
not earn any revenues from inception on March 2, 2007 through the period ending
April 30, 2008. We are presently in the development stage of our business and we
can provide no assurance that we will produce significant revenues from the
development of our mineral property or, if revenues are earned, that we will be
profitable.
We
incurred operating expenses and net losses in the amount of $9,510 from our
inception on March 2, 2007 through the period ending April 30,
2008. We incurred operating expenses and net losses and in the amount
of $1,306 during the three months ended April 30, 2008 and in the amount of
$5,925 during the nine months ended April 30, 2008. Our operating expenses from
inception through April 30, 2008 consisted of general and administrative
expenses. Our losses are attributable to our operating expenses
combined with a lack of any revenues during our current stage of
development.
Liquidity
and Capital Resources
As of
April 30, 2008, we had cash of $25,790 and working capital of $24,503. Our cash
on hand will allow us to cover our administrative expenses for the remainder of
the fiscal year beginning August 1, 2007, but, as discussed above, it
may be insufficient to fund our planned exploration activities in full. We
currently do not have any operations and we have no income. We will require
additional financing to sustain our business operations for any significant
period of time beyond the fiscal year beginning August 1, 2007. We currently do
not have any arrangements for financing and we may not be able to obtain
financing when required.
We have
not attained profitable operations and may be dependent upon obtaining financing
to pursue our long-term business plan. For these reasons our auditors stated in
their report that they have substantial doubt we will be able to continue as a
going concern.
Off
Balance Sheet Arrangements
As of
April 30, 2008, there were no off balance sheet arrangements.
Going
Concern
Our
financial statements have been prepared on a going concern basis. We have a
working capital of $24,503 as of April 30, 2008 and have accumulated deficit of
$9,510 since inception. Our ability to continue as a going concern is dependent
upon our ability to generate profitable operations in the future and/or to
obtain the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they come due. The outcome of these
matters cannot be predicted with any certainty at this time. These factors raise
substantial doubt that we will be able to continue as a going concern.
Management plans to continue to provide for our capital needs by the issuance of
common stock and related party advances.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition.
Recently Issued Accounting
Pronouncements
In
September 2006, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 157, “Fair Value Measurements” which defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. Where applicable, SFAS No. 157 simplifies and codifies
related guidance within GAAP and does not require any new fair value
measurements. SFAS No. 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier adoption is encouraged. The Company does
not expect the adoption of SFAS No. 157 to have a significant effect on its
financial position or results of operation.
In June
2006, the Financial Accounting Standards Board issued FASB
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an
interpretation of FASB Statement No. 109”, which prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return. FIN
48 also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure and transition. FIN 48 is effective
for fiscal years beginning after December 15, 2006. The Company does
not expect the adoption of FIN 48 to have a material impact on its financial
reporting, and the Company is currently evaluating the impact, if any, the
adoption of FIN 48 will have on its disclosure requirements.
In March
2006, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 156, “Accounting for Servicing of Financial Assets—an
amendment of FASB Statement No. 140.” This statement requires an entity to
recognize a servicing asset or servicing liability each time it undertakes an
obligation to service a financial asset by entering into a servicing contract in
any of the following situations: a transfer of the servicer’s financial assets
that meets the requirements for sale accounting; a transfer of the servicer’s
financial assets to a qualifying special-purpose entity in a guaranteed mortgage
securitization in which the transferor retains all of the resulting securities
and classifies them as either available-for-sale securities or trading
securities; or an acquisition or assumption of an obligation to service a
financial asset that does not relate to financial assets of the servicer or its
consolidated affiliates. The statement also requires all separately recognized
servicing assets and servicing liabilities to be initially measured at fair
value, if practicable, and permits an entity to choose either the amortization
or fair value method for subsequent measurement of each class of servicing
assets and liabilities. The statement further permits, at its initial adoption,
a one-time reclassification of available for sale securities to trading
securities by entities with recognized servicing rights, without calling into
question the treatment of other available for sale securities
under
Statement 115, provided that the available for sale securities are identified in
some manner as offsetting the entity’s exposure to changes in fair value of
servicing assets or servicing liabilities that a servicer elects to subsequently
measure at fair value and requires separate presentation of servicing assets and
servicing liabilities subsequently measured at fair value in the statement of
financial position and additional disclosures for all separately recognized
servicing assets and servicing liabilities. This statement is effective for
fiscal years beginning after September 15, 2006, with early adoption permitted
as of the beginning of an entity’s fiscal year. Management believes the adoption
of this statement will have no immediate impact on the Company’s financial
condition or results of operations.
A smaller
reporting company is not required to provide the information required by this
Item.
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of April 30, 2008. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Mr. Jeff
Wiegel. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer concluded that, as of April 30, 2008, our disclosure
controls and procedures are effective. There have been no changes in
our internal controls over financial reporting during the quarter ended April
30, 2008.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. 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. Because of 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 the Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
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.
A smaller
reporting company is not required to provide the information required by this
Item.
None
None
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended April
30, 2008.
None
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Exhibit
Number
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Description
of Exhibit
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SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Goldspan
Resources, Inc.
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Date:
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June
10, 2008
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By: /s/Jeff
Wiegel
Jeff
Wiegel
Title: Chief
Executive Officer and
Director
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