MainStreetChamber Holdings, Inc. - Annual Report: 2009 (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, 2009
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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
|
Name
of each exchange on which registered
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none
|
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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes [ ] No
[X]
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 27,
2009.
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Page
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PART I
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4 | |
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PART II
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PART III
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PART IV
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2
PART I
Item 9B. Other Information
None
PART III
Item 10. Directors, Executive Officers and Corporate
Governance
The
following information sets forth the names of our current directors and
executive officers, their ages as of July 31, 2009 and their present
positions.
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Name
|
Office(s)
|
|
Alan
Shinderman
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President,
CEO, CFO, Treasurer, Secretary,
Director
|
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, 2009:
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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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0
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0
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0
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Code
of Ethics
As of
July 31, 2009, 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.
Item 11. Executive Compensation
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, 2009 and 2008.
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SUMMARY
COMPENSATION TABLE
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Name
and
principal
position
|
Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
|
Jeff
Wiegel, former
CEO,
CFO, President, Secretary-Treasurer, & Director
|
2009
2008
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
|
|
Alan
Shinderman, CEO, CFO, President, Secretary-Treasurer, &
Director
|
2009
2000
|
$16,464
n/a
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0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
0
n/a
|
|
Narrative
Disclosure to the Summary Compensation Table
We have
not entered into any employment agreement or consulting agreement with our
executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for executive
officers.
The
figures above represent compensation received as officers of the
Company.
Outstanding
Equity Awards at Fiscal Year-End
The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of July 31,
2009.
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OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
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OPTION
AWARDS
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STOCK
AWARDS
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Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Shares
or
Other
Rights
That
Have
Not
Vested
(#)
|
|
Jeff
Wiegel, former officer
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0
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0
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0
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0
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0
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0
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0
|
0
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0
|
|
Alan
Shinderman
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0
|
0
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0
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0
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0
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0
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0
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0
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0
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Compensation
of Directors Table
The table
below summarizes all compensation paid to our directors for our last completed
fiscal year.
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DIRECTOR
COMPENSATION
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|
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
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All
Other
Compensation
($)
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Total
($)
|
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Jeff
Wiegel, former director
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0
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0
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0
|
0
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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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$16,464
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0
|
0
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0
|
0
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0
|
0
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Narrative
Disclosure to Compensation of Directors Table
The
figures above represent compensation received as officers of the
Company.
Stock
Option Plans
We have
not adopted any stock option or incentive plans.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related
Stockholder
Matters
The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of October 27, 2009, 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
27, 2009.
|
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.
Item 13. Certain Relationships and Related
Transactions, and Director Independence
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.
|
Item 14. Principal Accounting Fees and
Services
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
|
|
2009
|
$3500 |
$0
|
$0
|
$0
|
|
2008
|
$2000 |
$0
|
$0
|
$0
|
PART IV
Item 15. Exhibits, Financial Statements
Schedules
Index to
Financial Statements Required by Article 8 of Regulation S-X:
|
Audited
Financial Statements:
|
|
|
F-1
|
Report
of Independent Registered Public Accounting Firm
|
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F-2
|
Consolidated
BalaBalance Sheets as of July 31, 2009 and
2008
|
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F-3
|
Statements
of Operations for the years ended July 31, 2009 and 2008 and period from
inception to July 31, 2009
|
|
F-4
|
Statement
of Stockholders’ Deficit for period from inception to July 31,
2009
|
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F-5
|
Statements
of Cash Flows for the years ended July 31, 2009 and 2008 and period from
inception to July 31, 2009
|
|
F-6
|
Notes
to Financial Statements
|
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles
of Incorporation (1)
|
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3.2
|
Bylaws
(1)
|
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23.1
|
Consent
of Maddox Ungar Silberstein, PLLC, 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
|
|
|
November
6, 2009
|
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
|
|
|
November
6, 2009
|
Maddox Ungar Silberstein,
PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Goldspan
Resources, Inc.
Las
Vegas, Nevada
We have
audited the accompanying balance sheets of Goldspan Resources, Inc., a Nevada
Corporation, as of July 31, 2009 and 2008 and the related statements of
operations, stockholders’ deficit, and cash flows for the years then ended and
for the period from March 2, 2007 (inception) through July 31,
2009. 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 audit.
We
conducted our audits in accordance with the 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. The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. 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., as of
July 31, 2009 and 2008 and the results of its operations and cash flows for the
years then ended and for the period from March 2, 2007 (inception) through July
31, 2009, in conformity with accounting principles generally accepted in the
United States of America.
The
accompanying financial statements have been prepared assuming that Goldspan
Resources, Inc. will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has incurred losses from
operations, has negative working capital, and is in need of additional capital
to grow its operations so that it can become profitable. These
factors raise substantial doubt about the Company’s ability to continue as a
going concern. Management’s plans with regard to these matters are
described in Note 3. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Maddox Ungar
Silberstein, PLLC
Bingham
Farms, Michigan
November
5, 2009
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
BALANCE
SHEETS
AS OF JULY 31, 2009 and
2008
|
ASSETS
|
|||||||||||
|
July
31,
2009
|
July
31,
2008
|
||||||||||
|
CURRENT
ASSETS
|
|||||||||||
|
Cash
|
$ | 221 | $ | 23,748 | |||||||
|
Total
Current Assets
|
221 | 23,748 | |||||||||
|
TOTAL
ASSETS
|
$ | 221 | $ | 23,748 | |||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
|
|||||||||||
|
CURRENT
LIABILITIES
|
|||||||||||
|
Accounts
payable
|
$ | 61,769 | $ | 37,777 | |||||||
|
Total
Current Liabilities
|
61,769 | 37,777 | |||||||||
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|||||||||||
|
Preferred
stock - $0.001 par value; 10,000,000 shares
|
|||||||||||
|
authorized;
no shares issued and outstanding
|
- | - | |||||||||
|
Common
stock - $0.001 par value; 75,000,000 shares
|
|||||||||||
|
authorized;
6,294,000 and 8,044,000 shares issued
|
|||||||||||
|
and
outstanding, respectively
|
6,294 | 8,044 | |||||||||
|
Additional
paid-in capital
|
35,219 | 25,969 | |||||||||
|
Deficit
accumulated during the exploration stage
|
(103,061 | ) | (48,042 | ) | |||||||
|
Total
Stockholders' Equity (Deficit)
|
(61,548 | ) | 14,029 | ||||||||
|
|
|||||||||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
|
$ | 221 | $ | 23,748 | |||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
STATEMENTS
OF OPERATIONS
FOR
THE YEARS ENDED JULY 31, 2009 AND 2008
FOR
THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31,
2009
|
From
Inception
|
|||||||||
|
on
March 2,
|
|||||||||
|
For
the Year Ended
|
2007
Through
|
||||||||
|
July
31,
|
July
31,
|
||||||||
| 2009 | 2008 |
2009
|
|||||||
| REVENUES | $ | 0 | $ | 0 | $ | 0 | |||
|
|
|||||||||
| OPERATING EXPENSES | |||||||||
|
Management Fees
|
18,880 | 0 | 18,880 | ||||||
| Professional Fees | 35,881 | 43,680 | 80,080 | ||||||
|
General
and administrative
|
258 | 777 | 4,101 | ||||||
| TOTAL OPERATING EXPENSES | 55,019 | 44,457 | 103,061 | ||||||
|
LOSS
FROM OPERATIONS
|
(55,019) |
|
(44,457 | ) | (103,061 | ) | |||
|
PROVISION
FOR INCOME TAXES
|
- | - | - | ||||||
|
NET
LOSS
|
$ | (55,019 | ) | $ | (44,457 | ) | $ | (103,061 | ) |
|
BASIC
LOSS PER SHARE
|
$ | (0.01 | ) | $ | (0.01 | ) | |||
|
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
6,418,658 | 8,044,000 | |||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
STATEMENT
OF STOCKHOLDERS’ DEFICIT
AS
OF JULY 31, 2009
|
Deficit
|
||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||
|
Additional
|
During
the
|
|||||||||||||||||||
|
Common
Stock
|
Paid-In
|
Development
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
|
Inception, March
2, 2007
|
0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
|
Shares
issued for cash
|
||||||||||||||||||||
|
at
$0.001 per share
|
5,500,000 | 5,500 | 0 | 0 | 5,500 | |||||||||||||||
|
Shares
issued for cash
|
||||||||||||||||||||
|
at
$0.0075 per share
|
2,495,000 | 2,495 | 16,218 | - | 18,713 | |||||||||||||||
|
Share
issued for cash
|
||||||||||||||||||||
|
at
$0.20 per share
|
49,000 | 49 | 9,751 | - | 9,800 | |||||||||||||||
|
Net
loss for the year 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
|
- | - | - | (44,457 | ) | (44,457 | ) | |||||||||||||
|
Balance,
July 31, 2008
|
8,044,000 | 8,044 | 25,969 | (48,042 | ) | 14,029 | ||||||||||||||
|
Shares
issued for cash
|
||||||||||||||||||||
|
at
$0.01 per share
|
750,000 | 750 | 6,750 | - | 7,500 | |||||||||||||||
|
Shares
cancelled in spin off
|
||||||||||||||||||||
|
on
August 26, 2008
|
(2,500,000 | ) | (2,500 | ) | 2,500 | - | 0 | |||||||||||||
|
Net
loss for year ended
|
||||||||||||||||||||
|
July
31, 2009
|
- | - | - | (55,019 | ) | (55,019 | ) | |||||||||||||
|
Balance,
July 31, 2009
|
6,294,000 | $ | 6,294 | $ | 35,219 | $ | (103,061 | ) | $ | (61,548 | ) | |||||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED JULY 31, 2009 AND 2008
FOR
THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2009
|
From
Inception
|
|||||||||||||
|
on
March 2,
|
|||||||||||||
|
For
the Year Ended
|
2007
Through
|
||||||||||||
|
July
31,
|
July
31,
|
||||||||||||
|
|
2009 |
2008
|
|
2009 | |||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||||||||
|
Net
loss for the period
|
$
|
(55,019)
|
$
|
(44,457)
|
$
|
(103,061)
|
|||||||
| Adjustments to reconcile net loss to net cash used by | |||||||||||||
| operating activities | |||||||||||||
|
Contributed
expenses
|
-
|
-
|
-
|
||||||||||
| Changes in operating assets and liabilities: | |||||||||||||
|
Increase
in accounts payable
|
23,992
|
1,531
|
61,769
|
||||||||||
| NET CASH USED IN OPERATING ACTIVITIES | (31,027) | (7,199) | (41,292) | ||||||||||
|
CASH
FLOWS USED INVESTING ACTIVITIES
|
-
|
-
|
-
|
||||||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||||||||
|
Proceeds
from common stock issued
|
7,500
|
-
|
41,513
|
||||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES |
7,500
|
-
|
41,513
|
||||||||||
| NET INCREASE (DECREASE) IN CASH |
|
|
(23,527)
|
|
(7,199)
|
|
221
|
||||||
| CASH AT BEGINNING OF PERIOD |
|
23,748
|
|
30,947
|
|
-
|
|||||||
| CASH AT END OF PERIOD |
$
|
221
|
$
|
23,748
|
$
|
221
|
|||||||
|
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW
|
|||||||||||||
| INFORMATION: | |||||||||||||
|
Cash
paid for interest
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
|
Cash
paid for income taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
Notes to
Financial Statements
July 31,
2009
Note
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 an exploration 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, 2009 and 2008.
|
For
the
Year
Ended
July
31,
2009
|
For
the
Year
Ended
July
31,
2008
|
|||
|
Income
(loss) (numerator)
|
$
|
(55,019)
|
$
|
(44,457)
|
|
Shares
(denominator)
|
6,418,658
|
8,044,000
|
||
|
Per
share amount
|
$
|
(0.01)
|
$
|
(0.01)
|
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, 2009 and
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, 2009 and
2008.
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.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
Notes to
Financial Statements
July 31,
2009
Note
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Income
Taxes
The
Company provides for income taxes using an asset and liability approach.
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.
The
Company reduces its 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,
2009
|
July
31,
2008
|
||
|
Income
tax expense at statutory rate
|
$19,897
|
$
|
17,338
|
|
Valuation allowance
|
(19,897)
|
(17,338)
|
|
|
Income
tax expense per books
|
$ -
|
$
|
-
|
Net deferred tax assets
consist of the following components as of:
|
July
31,
2008
|
July
31,
2008
|
||
|
NOL
Carryover
|
$
(40,194)
|
$
18,736
|
|
|
Valuation
allowance
|
40,194
|
(18,736)
|
|
|
Net
deferred tax asset
|
$ -
|
$ -
|
Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards 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.
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.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
Notes to
Financial Statements
July 31,
2009
Note
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
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, 2009, 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 April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”). FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly. Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value. This FSP is effective for interim and annual periods ending
after June 15, 2009.
The
adoption of FSP FAS 157-4 did not have a material impact on the Company’s
financial condition or results of operation.
In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active. FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued. The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.
In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. The Company adopted this FSP
effective January 1, 2009. The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.
In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”). FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157. Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009. The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
Notes to
Financial Statements
July 31,
2009
Note
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements (Continued)
In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities,” and FASB Interpretation 46 (revised December 2003),
“Consolidation of Variable Interest Entities − an
interpretation of ARB No. 51,” as well as other
modifications. While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements. The changes would be effective March
1, 2010, on a prospective basis.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. The Company is not
required to adopt FSP EITF 03-6-1; neither does it believe that FSP EITF 03-6-1
would have material effect on its consolidated financial position and results of
operations if adopted.
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
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 adoption of the provisions of SFAS No. 161, did not have a
material impact on the Company’s consolidated financial position, results of
operations or cash flows.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
Notes to
Financial Statements
July 31,
2009
Note
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements (Continued)
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.
In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a non-controlling 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 non-controlling 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 adopted this Statement beginning March 1, 2009.
It did not 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
non-controlling 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, Non-controlling Interests in
Consolidated Financial Statements. The Company will adopted this
statement beginning March 1, 2009. It did not have an impact on the Company’s
consolidated financial position, results of operations or cash
flows.
GOLDSPAN
RESOURCES, INC.
(An
Exploration Stage Company)
Notes to
Financial Statements
July 31,
2009
NOTE
2. CAPITAL
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.
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. The Company
also canceled 2,500,000 shares of its common stock in connection with the
spin-off of certain mineral properties as described in Note 4.
NOTE
3. GOING
CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has accumulated
deficit of $103,061 as of July 31, 2009. 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.
NOTE
4. PURCHASE
AGREEMENT
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”), on August 26, 2008. 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 the Company 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.
NOTE 5.
SUBSEQUENT
EVENTS
The
Company has analyzed its operations subsequent to July 31, 2009 through November
5, 2009 and has determined that it does not have any material subsequent events
to disclose in these financial statements.