MainStreetChamber Holdings, Inc. - Quarter Report: 2009 October (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
[X]
|
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 October 31,
2009
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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)
Nevada
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26-3342907
|
|
(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer Identification No.)
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6260 Rainbow Blvd. Suite 110, Las Vegas, Nevada
89118
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(Address
of principal executive offices)
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818-340-4600
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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.
[ ]
Large accelerated filer
[ ]
Non-accelerated filer
|
[ ]
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: 39,999,631 common shares as of December 10,
2009.
Page
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PART I – FINANCIAL INFORMATION
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3 | ||
4 | ||
Item 3: | Quantitative and Qualitative Disclosures About Market Risk | 7 |
8 | ||
PART II – OTHER INFORMATION
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9 | ||
Item 1A: | Risk Factors | 9 |
9 | ||
9 | ||
9 | ||
9 | ||
9 |
PART
I - FINANCIAL INFORMATION
Item
1. Financial
Statements
Our
financial statements included in this Form 10-Q are as
follows:
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F-1
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Balance
Sheets as of October 31, 2009, (unaudited) and July 31, 2009
(audited);
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F-2
F-3
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Statements
of Operations for the three months ended October 31, 2009 and October 31,
2008 and from Inception on March 2, 2007 through October 31, 2009
(unaudited);
Statement
of Stockholders’ Deficit from inception on March 2, 2007 through October
31, 2009 (unaudited);
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F-4
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Statements
of Cash Flows for the three months ended October 31, 2009 and October 31,
2008 and from Inception on March 2, 2007 through October 31, 2009
(unaudited);
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F-5
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Notes
to Financial Statements;
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These
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 and for
the financial statements to be not misleading have been
included. Operating results for the interim period ended October 31,
2009 are not necessarily indicative of the results that can be expected for the
full year.
GOLDSPAN
RESOURCES, INC.
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||||||||
(An
Exploration Stage Company)
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||||||||
Balance
Sheets
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||||||||
ASSETS
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||||||||
October
31,
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July
31,
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|||||||
2009
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2009
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|||||||
(unaudited)
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(audited)
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|||||||
CURRENT
ASSETS
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||||||||
Cash
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$ | 335 | $ | 221 | ||||
Total
Current Assets
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335 | 221 | ||||||
TOTAL
ASSETS
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$ | 335 | $ | 221 | ||||
LIABILITIES AND STOCKHOLDERS'
DEFICIT
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||||||||
CURRENT
LIABILITIES
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||||||||
Accounts
payable
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$ | 64,083 | $ | 61,769 | ||||
Loan
from shareholder
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4,000 | - | ||||||
Total
Current Liabilities
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68,083 | 61,769 | ||||||
STOCKHOLDERS'
DEFICIT
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||||||||
Common
stock: $0.001 par value;
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||||||||
75,000,000
shares authorized; 6,294,000
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||||||||
shares
issued and outstanding
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6,294 | 6,294 | ||||||
Additional
paid-in capital
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35,219 | 35,219 | ||||||
Deficit
accumulated during the exploration stage
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(109,261 | ) | (103,061 | ) | ||||
Total
Stockholders' Deficit
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(67,748 | ) | (61,548 | ) | ||||
TOTAL
LIABILITIES AND
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||||||||
STOCKHOLDERS'
DEFICIT
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$ | 335 | $ | 221 | ||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
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||||||||||||
(An
Exploration Stage Company)
|
||||||||||||
Statements
of Operations
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||||||||||||
(unaudited)
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||||||||||||
From
Inception
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||||||||||||
For
the Three
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For
the Three
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on
March 2,
|
||||||||||
Months
Ended
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Months
Ended
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2007
Through
|
||||||||||
October
31,
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October
31,
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October
31,
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||||||||||
2009
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2008
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2009
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||||||||||
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||||||||||||
REVENUES
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$ | - | $ | - | $ | - | ||||||
COST
OF REVENUES
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- | - | - | |||||||||
GROSS
PROFIT
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- | - | - | |||||||||
OPERATING
EXPENSES
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||||||||||||
General
and administrative
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6,200 | 2,301 | 109,261 | |||||||||
Total
Operating Expenses
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6,200 | 2,301 | 109,261 | |||||||||
LOSS
FROM OPERATIONS
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(6,200 | ) | (2,301 | ) | (109,261 | ) | ||||||
INCOME
TAX EXPENSE
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- | - | - | |||||||||
NET
LOSS
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$ | (6,200 | ) | $ | (2,301 | ) | $ | (109,261 | ) | |||
BASIC
AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED
AVERAGE NUMBER
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||||||||||||
OF
SHARES OUTSTANDING
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6,294,000 | 7,169,000 | ||||||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
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||||||||||||||||||||
(An
Exploration Stage Company)
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||||||||||||||||||||
Statement
of Stockholders' Deficit
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||||||||||||||||||||
(unaudited)
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||||||||||||||||||||
Deficit
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||||||||||||||||||||
Accumulated
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||||||||||||||||||||
Additional
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During
the
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|||||||||||||||||||
Common
Stock
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Paid-In
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Exploration
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||||||||||||||||||
Shares
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Amount
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Capital
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Stage
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Total
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||||||||||||||||
Balance,
March 2, 2007
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Shares
issued for cash at
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||||||||||||||||||||
$0.001
per share to the founders
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5,500,000 | 5,500 | - | - | 5,500 | |||||||||||||||
Shares
issued for cash at $0.0075
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||||||||||||||||||||
per
share on June 24, 2000
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2,495,000 | 2,495 | 16,218 | - | 18,713 | |||||||||||||||
Shares
issued for cash at $0.20
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||||||||||||||||||||
per
share on June 29, 2007
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49,000 | 49 | 9,751 | - | 9,800 | |||||||||||||||
Net
loss for the period
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||||||||||||||||||||
ended
July 31, 2007
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- | - | - | (3,585 | ) | (3,585 | ) | |||||||||||||
Balance,
July 31, 2007
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8,044,000 | 8,044 | 25,969 | (3,585 | ) | 30,428 | ||||||||||||||
Net
loss for the year ended
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||||||||||||||||||||
July
31, 2008
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- | - | - | (44,457 | ) | (44,457 | ) | |||||||||||||
Balance,
July 31, 2008
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8,044,000 | 8,044 | 25,969 | (48,042 | ) | (14,029 | ) | |||||||||||||
Shares
issued for cash at $0.01
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||||||||||||||||||||
per
share on
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750,000 | 750 | 6,750 | - | 7,500 | |||||||||||||||
Shares
cancelled in spin off on
|
||||||||||||||||||||
August
26, 2008
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(2,500,000 | ) | (2,500 | ) | 2,500 | - | - | |||||||||||||
Net
loss for year ended
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||||||||||||||||||||
July
31, 2009
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- | - | - | (55,019 | ) | (55,019 | ) | |||||||||||||
Balance,
July 31, 2009
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6,294,000 | 6,294 | 35,219 | (103,061 | ) | (61,548 | ) | |||||||||||||
Net
loss for the three months ended
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||||||||||||||||||||
October
31, 2009
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- | - | - | (6,200 | ) | (6,200 | ) | |||||||||||||
Balance,
October 31, 2009
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6,294,000 | $ | 6,294 | $ | 35,219 | $ | (109,261 | ) | $ | (67,748 | ) | |||||||||
The
accompanying notes are an integral part of these financial
statements.
GOLDSPAN
RESOURCES, INC.
|
||||||||||||
(An
Exploration Stage Company)
|
||||||||||||
Statements
of Cash Flows
|
||||||||||||
(unaudited)
|
||||||||||||
From
Inception
|
||||||||||||
For
the Three
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For
the Three
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on
March 2,
|
||||||||||
Months
Ended
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Months
Ended
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2007
Through
|
||||||||||
October
31,
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October
31,
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October
31,
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||||||||||
2009
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2008
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2009
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||||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net
loss
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$ | (6,200 | ) | $ | (2,301 | ) | $ | (109,261 | ) | |||
Adjustments
to reconcile net income to
|
||||||||||||
net
cash provided by operating activities:
|
||||||||||||
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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2,314 | 2,143 | 64,083 | |||||||||
Net
Cash Used in
|
||||||||||||
Operating
Activities
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(3,886 | ) | (158 | ) | (45,178 | ) | ||||||
INVESTING
ACTIVITIES
|
||||||||||||
- | - | - | ||||||||||
FINANCING
ACTIVITIES
|
||||||||||||
Proceeds
from issuance of common stock
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- | 7,500 | 41,513 | |||||||||
Proceeds
of loan from shareholder
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4,000 | - | 4,000 | |||||||||
Net
Cash Provided by
|
||||||||||||
Financing
Activities
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4,000 | 7,500 | 45,513 | |||||||||
NET
DECREASE IN CASH
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114 | 7,342 | 335 | |||||||||
CASH
AT BEGINNING OF PERIOD
|
221 | 23,748 | - | |||||||||
CASH
AT END OF PERIOD
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$ | 335 | $ | 31,090 | $ | 335 | ||||||
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||||||
CASH
FLOW INFORMATION
|
||||||||||||
CASH
PAID FOR:
|
||||||||||||
Interest
|
$ | - | $ | - | $ | - | ||||||
Income
Taxes
|
$ | - | $ | - | $ | - | ||||||
The
accompanying notes are an integral part of these financial
statements.
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GOLDSPAN
RESOURCES, INC.
Notes to
Financial Statements
October
31, 2009
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 October 31, 2009 and for all
periods presented herein, and for them to be not misleading, 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,
2009 audited financial statements. The results of operations for the
periods ended October 31, 2009 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.
GOLDSPAN
RESOURCES, INC.
Notes to
Financial Statements
October
31, 2009
NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
Recent Accounting
Pronouncements
In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”. Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for
interim and annual periods ending after June 15, 2009 and must be applied
prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter
ended October 31, 2009 did not have a significant effect on the Company’s
financial statements as of that date or for the quarter or year-to-date period
then ended. In connection with preparing the accompanying unaudited financial
statements as of October 31, 2009 and for the quarter ended October 31,
2009, management evaluated subsequent events through the date that such
financial statements were issued (filed with the SEC).
In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
(“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The
adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s
results of operations or financial condition. The Codification did not change
GAAP, however, it did change the way GAAP is organized and presented. As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
GOLDSPAN
RESOURCES, INC.
Notes to
Financial Statements
October
31, 2009
NOTE 4 –
SIGNIFICANT TRANSACTIONS
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.
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. As
a result of the Split-Off, the Company is no longer pursuing its business plan
of exploring mineral properties in British Columbia. The Company’s business plan
was to explore the Pepper Hope claim for any commercially exploitable base or
precious metal deposits. Since the inception of this plan of operations,
however, the Company has experienced continual delays in locating and retaining
proper geologists to perform the planned field work at reasonable cost and have
suffered mounting financial losses. As a result, the Company has not been able
to continue with its planned exploration work and has been 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,
the Company has determined that its plan of operations is no longer commercially
viable. Following the Split-off, the Company’s new management has been
evaluating alternative business opportunities with which it can go forward as an
operating business. The Company has not identified any business opportunities
thus far, but it is actively looking. There can be no assurance, however, that
the Company will be able to continue as a going concern.
Accordingly,
on August 26, 2008, Mr. Jeff Wiegel, the Company’s former President, Chief
Executive Officer, Chief Financial Officer and director, returned all of his
2,500,000 shares of the Company’s issued and outstanding common stock to the
company for Cancellation under the Split-off as discussed above.
NOTE 5 –
SUBSEQUENT EVENTS
On
November 11, 2009, our board of directors approved a forward split of the
company’s common stock on the basis of 6.3552 shares for each share issued and
outstanding, payable upon surrender of old certificates. The total
number of authorized shares has not been changed. The shares
outstanding in the financial statements presented herein have not been adjusted
to reflect the split.
The
Company has analyzed its operations subsequent to October 31, 2009 through
December 10, 2009 and has determined that it does not have any other material
subsequent events to disclose in these financial statements.
Item 2. Management’s Discussion and
Analysis or Plan of Operation
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 were
incorporated on March 2, 2007, under the laws of the state of
Nevada.
We have
been in the business of mineral exploration and we formerly owned a mineral
claim located in British Columbia. Following a recent change in
control as reported on our Current Report on Form 8-K filed November 16, 2009,
we have determined to re-focus our efforts in the area of precious metals
mining. Specifically, we are now focusing on the evaluation and
potential acquisition of small near term production gold mines in the United
States.
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 months ended October 31, 2009
We did
not earn any revenues from inception on March 2, 2007 through the period ending
October 31, 2009. We can provide no assurance that we will produce significant
revenues in the future, or, if revenues are earned, that we will be
profitable.
We
incurred operating expenses and net losses in the amount of $109,261 from our
inception on March 2, 2007 through the period ending October 31,
2009. We incurred operating expenses and net losses in the amount of
$6,200 during the three months ended October 31, 2009, compared to operating
expenses and net losses in the amount of $2,301 during the three months ended
October 31, 2008. Our operating expenses from inception through October 31, 2009
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
October 31, 2009, we had cash of $335 and a working capital deficit of $67,748.
We currently do not have any operations and we have no income. We may require
additional financing to sustain any substantial future business operations for
any significant period of time. 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 a 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
October 31, 2009, 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 deficit of $67,748 as of October 31, 2009 and have an
accumulated deficit of $109,261 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 do not believe that any accounting policies fit this definition
for our company.
Recently Issued Accounting
Pronouncements
In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”. Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for
interim and annual periods ending after June 15, 2009 and must be applied
prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter
ended October 31, 2009 did not have a significant effect on the Company’s
financial statements as of that date or for the quarter or year-to-date period
then ended. In connection with preparing the accompanying unaudited financial
statements as of October 31, 2009 and for the quarter ended October
31, 2009, management evaluated subsequent events through the date that such
financial statements were issued (filed with the SEC).
In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.
(“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as
the sole source of authoritative accounting principles recognized by the FASB to
be applied by all nongovernmental entities in the preparation of financial
statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively
effective for financial statements issued for fiscal years ending on or after
September 15, 2009 and interim periods within those fiscal years. The
adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s
results of operations or financial condition. The Codification did not change
GAAP, however, it did change the way GAAP is organized and presented. As a
result, these changes impact how companies reference GAAP in their financial
statements and in their significant accounting policies. The Company implemented
the Codification in this Report by providing references to the Codification
topics alongside references to the corresponding standards.
With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item
4T. Controls and
Procedures
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 October 31, 2009. This evaluation was
carried out under the supervision and with the participation of our former Chief
Executive Officer and our Chief Financial Officer, Mr. Alan
Shinderman. Based upon that evaluation, our former Chief Executive
Officer and Chief Financial Officer concluded that, as of October 31, 2009, our
disclosure controls and procedures are effective. There have been no
changes in our internal controls over financial reporting during the quarter
ended October 31, 2009.
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
Item 1. Legal Proceedings
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.
Item
1A. Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
None
Item
3. Defaults upon Senior Securities
None
Item
4. Submission of Matters to a Vote of Security
Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended October
31, 2009.
Item
5. Other Information
None.
Item
6. Exhibits
Exhibit
Number
|
Description
of Exhibit
|
3.1
|
Articles
of Incorporation (1)
|
3.2
|
Bylaws
(1)
|
1
|
Incorporated
by reference to Registration Statement on Form SB-2 filed October 2,
2007.
|
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.
Goldspan
Resources, Inc.
|
|
Date:
|
December
11, 2009
|
By: /s/John
Baird
John
C. Baird
Title: Chief
Executive Officer and Chairman of the
Board
|