MainStreetChamber Holdings, Inc. - Annual Report: 2010 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended July 31, 2010 | |
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _________ to ________ | |
| Commission file number: 333-146442 |
| Goldspan Resources, Inc. | ||||||
| (Exact name of registrant as specified in its charter) | ||||||
| Nevada | 26-3342907 | |||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||
836 Fernbrook Court Vacaville, CA |
95687 |
|||||
| (Address of principal executive offices) | (Zip Code) | |||||
| Registrant’s telephone number: 707.469.8732 | ||||||
| Securities registered under Section 12(b) of the Exchange Act: | ||||||
| Title of each class | Name of each exchange on which registered | |||||
| none | not applicable | |||||
| Securities registered under Section 12(g) of the Exchange Act: | ||||||
| Title of each class | Name of each exchange on which registered | |||||
| none | not applicable | |||||
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 [ ] No [X]
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 fiscal year end. $115,059 as of January 31, 2012
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 63,199,631 as of May 22, 2012
| 2 |
PART I
We were incorporated on March 2, 2007, under the laws of the state of Nevada. Our current business plan is focused on the acquisition and development of certain mineral properties located in Alaska.
On April 5, 2012, we entered into a non-binding letter of intent with Alix Resources Corp. (“Alix”) for the potential purchase of an option to acquire a 60% ownership interest in certain mineral properties known as the “Golden Zone Property” located in the State of Alaska (the “Property”). The Property is located along the south flank of the Alaska Range 15 miles west of the Parks Highway, approximately halfway between the cities of Anchorage and Fairbanks. Alix has the existing option on the Property (the “Underlying Option”) which was entered into in September of 2010 with Hidefield Gold Inc. and Mines Trust Company (collectively the "Owners") whereby Alix can earn up to a 70% interest in the Property.
The letter of intent contemplates the sale of an option to us which, when exercised in conjunction with the Underlying Option held by Alix, will result in our ownership of 60% of the Property, with Alix retaining 10% ownership.
The letter of intent contemplates the sale of an option to us which, when exercised in conjunction with the Underlying Option held by Alix, will result in our ownership of 60% of the Property, with Alix retaining 10% ownership. In order to maintain our rights under the contemplated option agreement and ultimately exercise the option, the letter of intent contemplates that we will make the following payments:
| a) | pay Alix Resources an amount of CDN $1,000,000 as follows: |
| i) | an initial amount of CDN $200,000 upon execution of the Definitive Agreement; |
| ii) | an additional amount of CDN $300,000 on or before that date which is 12 months from the date of the Definitive Agreement; and |
| iii) | the remaining amount of CDN $500,000 on or before that date which is 24 months from the date of the Definitive Agreement; |
| b) | fund CDN $3,500,000 in exploration expenditures as follows: |
| i) | an initial amount of CDN $1,500,000 on or before that date which is 12 months from the date of the Definitive Agreement; and |
| ii) | the remaining CDN $2,000,000 on or before that date which is 24 months from the date of the Definitive Agreement; and |
| c) | assume all payment obligations of the Alix Group under the Underlying Agreement, including but not limited to: |
| i) | all outstanding and ongoing cash payments required under Section 2.3 of the Underlying Agreement; |
| ii) | all outstanding and ongoing share issuance obligations under Section 2.3 of the Underlying Agreement, such that Goldspan shall issue securities in its capital in lieu and in replacement of Alix Resources issuing securities in its respective capital; |
| iii) | all cash payment and share issuance obligations under Section 2.8 of the Underlying Agreement, such that Goldspan shall issue securities in its capital in lieu and in replacement of Alix Resources issuing securities in its respective capital; and |
| iv) | all lease payments, taxes or other amounts payable to the State of Alaska or other governmental authorities with respect to the Property. |
Alix is required to notify the Owners of the Property of the letter of intent. Upon exercise of our option, the Owners will have the option to form a joint venture with us and Alix or sell their remaining 30% interest in the Property in exchange for an overriding perpetual royalty equal to 2.5% of the net smelter returns.
| 3 |
The letter of intent is non-binding and conditional upon the parties’ entry into a definitive agreement, the completion of our due diligence on the Property, and the approval of the Owners and any necessary regulatory approvals.
Employees
We have no employees. We conduct our business through agreements with consultants and other independent third party vendors.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
We have neither formed, nor purchased any subsidiaries since our incorporation.
Patents and Trademarks
We do not hold any patents or trademarks.
Government Regulation and Supervision
We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally. Management is unaware of any existing or probable governmental regulations which would materially affect our business.
A smaller reporting company is not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments
A smaller reporting company is not required to provide the information required by this Item.
We do not currently own or lease any real property.
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
Item 4. Mine Safety Disclosures
Not applicable.
| 4 |
PART II
Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock had been quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. However, due to late filings, the stock has is only currently listed on Pink Sheets. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the under the symbol “GSPN.”
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Fiscal Year Ending July 31, 2010 | ||||||||||
| Quarter Ended | High $ | Low $ | ||||||||
| July 31, 2010 | $ | .50 | $ | .10 | ||||||
| April 30, 2010 | $ | .40 | $ | .10 | ||||||
| January 31, 2010 | n/a | n/a | ||||||||
| October 31, 2009 | n/a | n/a | ||||||||
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure
requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty
selling our securities.
Holders
of Our Common Stock As of May
22, 2012 we had 63,199,631 shares of our common stock issued and outstanding, held by 56 shareholders of record. Dividends There are
no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend: 1. we would
not be able to pay our debts as they become due in the usual course of business, or; 2. our total
assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders
who have preferential rights superior to those receiving the distribution. We have
not declared any dividends and we do not plan to declare any dividends in the foreseeable future. Securities
Authorized for Issuance under Equity Compensation Plans We do not
have any equity compensation or incentive plans. Recent
Sales of Unregistered Securities None. Item
6. Selected Financial Data A smaller
reporting company is not required to provide the information required by this Item. Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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.” 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. 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.
Results
of Operations for the years ended July 31, 2010 and 2009 We
have not had any revenues since the inception of our business and we earned no revenues during the fiscal year ended July 31,
2010. We incurred operating expenses in the amount of $363,902 for the fiscal year ended July 31, 2010. We incurred operating
expenses in the amount of $55,019 for the year ended July 31, 2009. Our 2010 operating expenses included $304,819 for investor
relations, audit fees of $9,300, legal fees of $16,885 and officer and director expense of $14,568. By way of comparison our operating
expenses in 2009 included $-0- for investor relations, audit fees of $8,575, legal fees of $25,543 and officer and director expense
of $18,880. We have incurred total net losses of $362,902 for the year ended July 31, 2010 compared to $55,019 for the year ended
July 31, 2009. We expect to continue to incur operating losses until we are able to establish revenues. Liquidity
and Capital Resources As
of July 31, 2010, we had current assets in the amount of $155,340 consisting of cash of $161 and prepaid investor relations services
of $155,179. We had current liabilities of $54,521 as of July 31, 2010 thus we had working capital of $100,819. We
will require significant financing in order to perform the terms of the purchase transaction for the Golden Zone Property as contemplated
by the Letter of Intent. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan
of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or
at all. Going
Concern We
have not attained profitable operations and are dependent upon obtaining financing to pursue future or expanded operations. We
have incurred cumulative net losses of $465,963 since our inception and require capital for our contemplated operational and marketing
activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown.
The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition,
ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors
stated in their report that they have substantial doubt we will be able to continue as a going concern. 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 of our accounting policies currently fit this definition Recently
Issued Accounting Pronouncements We
do not expect any recently issued accounting pronouncements to have a material effect on our results of operations, cash flows,
or other reported financial results. Purchase
or Sale of Equipment We do not
expect to purchase or sell any plant or significant equipment other than those pending acquisitions discussed regarding the Golden
Zone Property in Alaska.
Personnel As of March
26, 2012 the following were appointed as new officers and directors as follows: David
Hedderly-Smith – Chief Executive Officer and Chairman of the Board Robert
W. George II – Director and President James
McLaughlin – Director, Chief Financial Officer, and Treasurer David
Saykally – Director and Secretary We currently
have no other employees. We currently do not have specific plans to increase our number of employees. Off
Balance Sheet Arrangements As of July
31, 2010, there were no off balance sheet arrangements. Item
7A. Quantitative and Qualitative Disclosures About Market Risk A smaller
reporting company is not required to provide the information required by this Item. Item
8. Financial Statements and Supplementary Data Index
to Financial Statements Required by Article 8 of Regulation S-X: Audited
Financial Statements: Silberstein
Ungar, PLLC CPAs and Business Advisors Phone
(248) 203-0080 Fax
(248) 281-0940 30600
Telegraph Road, Suite 2175 Bingham
Farms, MI 48025-4586 www.sucpas.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, 2010 and 2009 and
the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and for the
period from March 2, 2007 (inception) through July 31, 2010. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits. We
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, 2010 and 2009 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, 2010, in conformity with accounting principles generally accepted in
the United States of America. /s/ Silberstein
Ungar, PLLC Bingham
Farms, Michigan May 7, 2012 GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) AS
OF JULY 31, 2010 AND 2009 The
accompanying notes are an integral part of these financial statements. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) FOR
THE YEARS ENDED JULY 31, 2010 AND 2009 FOR
THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2010 The
accompanying notes are an integral part of these financial statements. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT) The
accompanying notes are an integral part of these financial statements. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) FOR
THE YEARS ENDED JULY 31, 2010 AND 2009 FOR
THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2010 The
accompanying notes are an integral part of these financial statements. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) NOTES
TO THE FINANCIAL STATEMENTS JULY
31, 2010 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. Exploration
Stage Company The
accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting
and reporting by exploration-stage companies. An exploration-stage company is one in which planned principal operations have not
commenced or if its operations have commenced, there has been no significant revenues therefrom. Basis
of Presentation The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United
States of America and are presented in US dollars. Accounting
Basis The
Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America. The
Company has adopted a July 31 fiscal year end. Cash
and Cash Equivalents The
Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company's
bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company's bank deposits
may exceed the insured amount. Management believes it has little risk related to the excess deposits. Fair
Value of Financial Instruments The
Company's financial instruments consist of cash, prepaid expenses, accounts payable, and shareholder loans. The carrying amount
of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements. Basic
Income (Loss) per Common Share Basic
Income (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, 2010 and 2009. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) NOTES
TO THE FINANCIAL STATEMENTS JULY
31, 2010 Note 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. Revenue
Recognition The
Company is in the exploration stage and has yet to realize revenues from operations. Once the Company has commenced
operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive
evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion
of stated terms and conditions, and collection of any related receivable is probable. Advertising
Costs The
Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur any advertising
expense during the years ended July 31, 2010 and 2009. Dividends The Company
has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown. Stock-based
compensation The
Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation
– Stock Compensation which requires all share-based payments to employees, including grants of employee stock options,
to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued
to employees. The
Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than
Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock-based compensation issued to
consultants and other non-employees. In accordance with ASC Topic 505-50, stock, stock options and warrants issued
as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the
estimated fair market value of the option or warrant, whichever can be more clearly determined. The fair value
of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which
services are rendered. There were 3,450,000 common shares valued at $460,000 issued to four consultants for services during fiscal
year ended July 31, 2010. 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.
GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) NOTES
TO THE FINANCIAL STATEMENTS JULY
31, 2010 Note 1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent
Accounting Pronouncements No
recent 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. Income
Taxes The
Company provides for income taxes using an asset and liability approach in accounting for income taxes. Deferred tax assets and
liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and
the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt
from Federal and State income taxes. As
of July 31, 2010, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable
income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial
statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance
for the deferred tax asset relating to these tax loss carry-forwards. 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: Net deferred
tax assets consist of the following components as of: It
is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As
of July 31, 2010, there have been no interest or penalties incurred on income taxes. 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. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) NOTES
TO THE FINANCIAL STATEMENTS JULY
31, 2010 NOTE
2. PURCHASE AGREEMENT On
August 26, 2008, 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 “Spin-Off”). In exchange for receiving ownership of the Pepper
Hope claim, Mr. Wiegel has delivered all of his 15,888,000 shares of common stock back to the Company for cancellation. As part
of the Spin-off, Mr. Wiegel agreed to assume any and all liabilities which may be related to the Pepper Hope mineral claim. NOTE 3.
CAPITAL STOCK On
March 6, 2007, the Company received $5,500 from its founders for 34,953,602 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 thereunder. The Company sold 15,856,224 shares of its
$0.001 par value common stock at a price of $0.00118 per share for $18,713 in cash. On May 6, 2010, the Company sold 311,405 shares
of its $0.001 par value common stock at a price of $0.03 per share for $9,800 in cash. Following
his appointment as sole officer and director on August 26, 2008, Mr. Alan Shinderman purchased 4,766,400 shares of the Company's
$0.001 par value common stock at a purchase price of $0.00157 per share for $7,500 in cash. The Company also canceled 15,888,000
shares of its common stock in connection with the spin-off of certain mineral properties as described in Note 2. As
part of the reorganization in November 2009, the Company’s attorney forgave $61,269 in prior accounts payable which was
contributed to paid-in capital. On November 11, 2009, the Company’s 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
forward split was approved by FINRA effective December 13, 2009. All share and per share data has been adjusted to reflect such
split. On
May 20, 2010, the Company amended its Articles of Incorporation to increase its authorized common shares to 400,000,000. Par value
remains at $.001. Also, during the fiscal year ended July 31, 2010, the Company issued 3,450,000 common shares at valued at $460,000
to four consultants for investor relation contracts for services to be rendered for periods ranging from three to six months. NOTE 4.
SHAREHOLDER LOANS A
shareholder made loans to the Company totaling $20,055 during the year. The loans are unsecured, due on demand, bear no interest,
and have no specified terms of repayment. A repayment of $300 was made during the year. NOTE
5. SUBSEQUENT EVENTS Effective
September 15, 2010 Leon Caldwell resigned as CFO and Barbara Erdmann resigned as Secretary. Effective
November 22, 2010 John Baird resigned as the Chairman of the Board. GOLDSPAN
RESOURCES, INC. (An
Exploration Stage Company) NOTES
TO THE FINANCIAL STATEMENTS JULY
31, 2010 NOTE
5. SUBSEQUENT EVENTS (CONTINUED) Effective
April 28th, 2011, Vincent Franzone and Fred Jackson, Jr. resigned from their positions and appointed Robert W. George
II as Chairman of the Board, CEO and President and James McLaughlin as CFO and Secretary. On March
26, 2012, the board of directors appointed the following new officers and directors: ·
David Hedderly-Smith – Chief Executive Officer and Chairman of the Board ·
Robert W. George II – Director and President ·
James McLaughlin – Director, Chief Financial Officer, and Treasurer ·
David Saykally – Director and Secretary Concurrently,
Robert W. George II resigned as CEO and as the Chairman of the Board. On
April 5, 2012, we entered into a non-binding letter of intent with Alix Resources Corp. (“Alix”) for the potential
purchase of an option to acquire a 60% ownership interest in certain mineral properties known as the “Golden Zone Property”
located in the State of Alaska (the “Property”). The Property is located along the south flank of the Alaska Range
15 miles west of the Parks Highway, approximately halfway between the cities of Anchorage and Fairbanks. Alix has the existing
option on the Property (the “Underlying Option”) which was entered into in September of 2010 with Hidefield Gold Inc.
and Mines Trust Company (collectively the "Owners") whereby Alix can earn up to a 70% interest in the Property. The
letter of intent contemplates the sale of an option to us which, when exercised in conjunction with the Underlying Option held
by Alix, will result in our ownership of 60% of the Property, with Alix retaining 10% ownership. In
accordance with ASC 855-10, the Company’s management has analyzed its operations through the date on which the financial
statements were issued, and has determined it does not have any material subsequent events to disclose other than those discussed
above. Item
9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure No events
occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending July 31, 2010. Item
9A(T). Controls and Procedures As
required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our
disclosure controls and procedures as of the end of the fiscal year ended July 31, 2010. This evaluation was carried out under
the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. 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 Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed
under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer
and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based
upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure
controls and procedures were ineffective as of the end of the period covered by this annual report. Management’s
Report on Internal Control over Financial Reporting Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule
13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial
reporting as of July 31, 2010 based on criteria established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of July 31,
2010, our internal control over financial reporting was not effective. Our management identified the following material weaknesses
in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate
segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. We
plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered
by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate
such weaknesses, we hope to implement the following changes: (i) appoint additional qualified personnel to address inadequate
segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting
and financial reporting. The remediation efforts set out in (i) and (ii)_are largely dependent upon our securing additional financing
to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may
be adversely affected in a material manner. This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant
to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection
Act. 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 May 22, 2012 and their present
positions. Set
forth below is a brief description of the background and business experience of each of our current executive officers and directors. David
Hedderly-Smith, Ph.D., P. Geo., CEO and Chairman of the Board, has nearly 40 years of varied experience in the minerals exploration
industry. Since the early 1970s, he has worked as a staff exploration geologist for major mining companies and junior exploration
companies, a state regulator (three years as the Deputy Director for Minerals in Alaska's Department of Natural Resources in the
1980s), a consultant, and a property owner. Since leaving
Alaska's government in 1984, he has worked throughout Alaska, the Western United States and Western Canada as a consultant to
major and junior mining and energy companies, Alaskan native corporations, and governmental entities on base and precious metal,
uranium, specialty metal, coal, tar sands and water projects. He obtained
his MS in geological sciences from the University of Washington in 1975 and his PhD in geology/geochemistry from the University
of Utah in 1997. David currently serves as a senior consultant to several Canadian junior exploration companies and is also a
director of Alix Resources, a Canadian junior company listed on the TSX-Ventures Exchange. Robert
W. George II, President and a Director, currently serves as Managing Director of Grosvenor Financial Partners, LLC. He is
a multi-disciplined technology executive with extensive experience in product design and commercialization, running successful
companies in both the public and private sectors, and creating solutions for marketing and international licensing and joint ventures.
Mr. George’s prior experience includes the following: 2001-Present
- Managing Director, Grosvenor Financial Partners, LLC 1995-2001
- President and CEO, Commerce Direct Systems, Inc. Napa, CA. 1993-1995
- President and CEO, Imagineering International, Inc., Nashua, NH 1982-1993
- President and CEO, Denning Mobile Robotics, Inc. Wilmington, MA 1981-1982
- Director of Engineering, Nike, Inc. Exeter, NH. 1979-1981
- Asst. Vice President, Foster-Miller Associates, Inc., Waltham, MA James
McLaughlin, Chief Financial Officer, Treasurer, and a Director, has twenty-five years experience in the financial markets
and on Wall Street as a consultant, principal, and partner. He is President and CEO of McLaughlin Capital Markets, Inc. an independent
investment firm located in San Francisco acting as agent for venture capital, investment banking, and private equity transactions
in Asia and North America. Mr. McLaughlin is a partner with MPM, LLC a private investment banking group located in New Orleans
focused on energy related transactions. He was employed by Shearson Lehman and Bear Stearns prior to 1989 when he founded McLaughlin
Capital Markets as an NASD member firm providing research, portfolio hedging, and trading to institutional clients. Mr. McLaughlin
graduated from the University of Utah with a B.S. in Economics.
David
Saykally, Secretary and a Director, is a specialist in building and rebuilding hi-tech businesses. He is founder of CP
Software Group, a private equity venture development company. His current and prior business experience includes the following: Founder/CEO,
CP Software Group (8/91 – Present); President/CEO,
Unify Corporation (6/87-7/91); President/Answer
Systems (11/85 – 6/87); Vice President
& General Manager/Informatics (12/84-10/85); President/Context
Management Systems, (2/83 – 11/84); Vice President
Marketing and Business Development/Informatics (1/81 – 1/83); Informatics
(6/69 – 12/80): Software Engineer, Sales Representative, Software Development Manager, Director of Technical Services. Bachelor
of Arts (Philosophy), University of Notre Dame, 1969. Masters
of Business Administration (Management), Pepperdine University, 1978. There are
no family relationships among any of our current or former directors or executive officers. Directors Our bylaws
authorize no less than one (1) director. We currently have three 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 the Company to become
directors or executive officers. Involvement
in Certain Legal Proceedings To the best
of our knowledge, during the past ten 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. Committees
of the Board We do not
currently have a compensation committee, executive committee, or stock plan committee.
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 interacts with the independent
accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit
with the independent accountants, reviews with management and the independent accountants our annual operating results, considers
the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid
to the independent auditor and the performance of the independent auditor. Our Board of Directors, which performs the functions
of an audit committee, does not have a member who would qualify as an “audit committee financial expert” within the
definition of Item 407(d)(5)(ii) of Regulation S-K. Nomination
Committee Our Board
of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process.
Our size and the size of our Board, at this time, do not require a separate nominating committee. When evaluating
director nominees, our directors consider the following factors: Our goal
is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional
experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds. Other than
the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors
as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating
the current members of the Board willing to continue in service. Current members of the Board with skills and experience that
are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the
Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then
identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are
polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify
qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees,
although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider
shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our
best interests. Code
of Ethics As of July
31, 2010, 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.
Compensation
Discussion and Analysis Currently,
our compensation system consists only of limited cash compensation paid to those officers and directors who are primarily responsible
for the daily operations of the company. The objective of the cash compensation paid by the company is to provide fair reimbursement
for the time spent by our executive officers to the extent feasible within the financial constraints faced by our developing business. Summary
Compensation Table The
table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal
years ended July 31, 2010 and 2009. SUMMARY
COMPENSATION TABLE All
Other Compensation ($)1 2009 2010 1
Mr. Caldwell and Barbara Erdmann were paid consulting fees to a Corporation in which they are 100% owners. Mr. Smith was
paid consulting fees amounting to $1,640 and accrued additional consulting fees in the amount of $8,128.
We have
not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans
in which we provide pension, retirement or similar benefits for executive officers. Our executive officers currently do not receive
any regular fixed compensation. Outstanding
Equity Awards at Fiscal Year-End The
table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive
officer as of July 31, 2010. OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END Compensation
of Directors Table The table
below summarizes all compensation paid to our directors for our last completed fiscal year ended July 31, 2010. DIRECTOR
COMPENSATION Narrative
Disclosure to Compensation of Directors Table We do not
pay any compensation to our directors at this time. Stock
Option Plans We have
not adopted any stock option or incentive plans. 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 May 22, 2012
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 63,199,631 Shares of Common Stock issued
and outstanding as of May 22, 2012. David
Hedderly-Smith,
CEO 7533
Pinebrook Road Park
City, UT 84098 Robert
W.
George
II,
President 836
Fernbrook Court Vacaville,
CA 95687 James
McLaughlin 836
Fernbrook Court Vacaville,
CA 95687 David
Saykally 836
Fernbrook Court Vacaville,
CA 95687 Richard
Carey (Includes
1,415,021 held in the name of L. S. LLC in which Mr. Carey is a 100% owner) 708
Capitol Ave Cheyenne,
WY 82007 Carey
Family
Living
Trust Christine
M Cruz, Trustee 1705
N. Farragut Portland,
OR 97217 Michael
Arnone 14
Alston Court Red
Bank, NJ 07701 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 15,888,000 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. 2. David Hedderly-Smith currently serves
as a director of Alix Resources Corp. As discussed above, we are party to a letter of intent with Alix Resources Corp. regarding
the potential purchase of an option to acquire a 60% ownership interest in certain mineral properties known as the “Golden
Zone Property” located in the State of Alaska. Director
Independence We are not
a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for
determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq
Stock Market, Inc., we do not have any independent directors. 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: PART
IV Item
15. Exhibits, Financial Statements Schedules The
following financial statements and schedules listed below are included in this Form 10-K. Financial
Statements (See Item 8) SIGNATURES Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. David
Hedderly-Smith Chief
Executive Officer, and Director Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated. David
Hedderly-Smith Chief
Executive Officer and Director James
McLaughlin Chief
Financial Officer, Treasurer, and Director Robert
W. George II President
and Director David
Saykally, Secretary and and
Director 5 6 7 8 F-1
ASSETS
July
31, 2010
July
31, 2009
Current Assets
Cash
and cash equivalents
$ 161
$ 221
Prepaid
consulting
155,179
—
TOTAL
ASSETS
$ 155,340
$ 221
LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable
$ 34,766
$ 61,769
Shareholder
loans
19,755
—
Total
Liabilities
54,521
61,769
STOCKHOLDERS' EQUITY
(DEFICIT)
Preferred stock
- $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding
0
0
Common stock - $0.001
par value; 400,000,000 shares authorized; 43,449,631 and 39,999,631 shares issued and outstanding, respectively
43,450
6,294
Additional paid-in
capital
523,332
35,219
Deficit
accumulated during the exploration stage
(465,963 )
(103,061 )
Total
Stockholders' Equity (Deficit)
100,819
(61,548 )
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$ 155,340
$ 221 F-2
For
the Year Ended
July 31, 2010
For
the Year Ended
July 31, 2009
For
the Period from
March 2, 2007
(Inception) to
July 31, 2010
REVENUES
$ 0
$ 0
$ 0
OPERATING
EXPENSES
Management fees
—
18,880
18,880
Professional fees
353,171
35,881
433,251
General
and administrative
10,731
258
14,832
TOTAL
OPERATING EXPENSES
363,902
55,019
466,963
LOSS
FROM OPERATIONS
(363,902 )
(55,019 )
(466,963 )
OTHER
INCOME (EXPENSE)
Gain
on extinguishment of debt
1,000
—
1,000
LOSS
BEFORE PROVISION FOR INCOME TAXES
(362,902 )
(55,019 )
(465,963 )
PROVISION
FOR INCOME TAXES
—
—
—
NET
LOSS
$ (362,902 )
$ (55,019 )
$ (465,963 )
LOSS
PER SHARE: basic and diluted
$ (0.01 )
$ (0.00 )
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING: basic and diluted
41,087,165
40,791,855
F-3
AS OF JULY 31, 2010
Common
Stock
Additional
Accumulated
Shares
Amount
Paid
in
Capital
Deficit
Total
Inception, March 2, 2007
0
$ 0
$ 0
$ 0
$ 0
Shares issued for cash at $0.001 per
share
34,953,602
5,500
0
—
5,500
Shares issued for cash at $0.0075 per
share
15,856,224
2,495
16,218
—
18,713
Shares issued for cash at $0.20 per
share
311,405
49
9,751
—
9,800
Net loss for the
period ended July 31, 2007
—
—
—
(3,585 )
(3,585 )
Balance, July 31, 2007
51,121,231
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
51,121,231
8,044
25,969
(48,042 )
(14,029 )
Shares issued for cash at $0.01 per
share
4,766,400
750
6,750
—
7,500
Shares cancelled
in spin off on August 26, 2008
(15,888,000 )
(2,500 )
2,500
—
0
Net
loss for the year ended July 31, 2009
—
—
—
(55,019 )
(55,019 )
Balance, July 31, 2009
39,999,631
6,294
35,219
(103,061 )
(61,548 )
Effect of forward
stock split
—
33,706
(33,706 )
—
—
Stock issued for
services
3,450,000
3,450
456,550
—
460,000
Debt cancelled as
contributed capital
—
—
65,269
—
65,269
Net
loss for the year ended July 31, 2010
—
—
—
(362,902 )
(362,902 )
Balance, July
31, 2010
43,449,631
$ 43,450
$ 523,332
$ (465,963 )
$ 100,819 F-4
For
the Year Ended
July 31, 2010
For
the Year Ended
July 31, 2009
For
the Period from
March 2, 2007
(Inception) to
July 31, 2010
CASH
FLOWS FROM OPERATING ACTIVITIES
Net
loss for the period
$ (362,902 )
$ (55,019 )
$ (465,963 )
Adjustments to reconcile
net loss to net cash used by operating activities:
Issuance of common
stock for services
304,821
—
304,821
Changes
in operating assets and liabilities:
Accounts
payable
34,
266
23,992
96,035
Cash
flows used in operating activities
(23,815 )
(31,027 )
(65,107 )
CASH
FLOWS USED IN INVESTING ACTIVITIES
—
—
—
CASH
FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder
loans
24,055
—
24,055
Repayment of shareholder
loans
(300 )
—
(300 )
Proceeds
from common stock issued
—
7,500
41,513
Cash
flows provided by financing activities
23,755
7,500
65,268
Net increase (decrease)
in cash and cash equivalents
(60 )
(23,527 )
161
Cash
and cash equivalents – beginning of period
221
23,748
—
Cash
and cash equivalents – end of period
$ 161
$ 221
$ 161
SUPPLEMENTAL
DISCLOSURES OF CASH FLOW INFORMATION:
Cash
paid for interest
$ 0
$ 0
$ 0
Cash
paid for income taxes
$ 0
$ 0
$ 0
SUPPLEMENTAL
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common
stock issued for prepaid consulting
$ 460,000
$ 0
$ 460,000
Shareholder
loan converted to contributed capital
$ 4,000
$ 0
$ 4,000
Accounts
payable converted to contributed capital
$ 61,269
$ 0
$ 61,269 F-5
Year
Ended
July 31, 2010
Year
Ended
July 31, 2009
Income
(loss) (numerator)
$ (362,902 )
$ (55,019 )
Shares (denominator)
41,087,165
40,791,855
Per share amount
$ (.01 )
$ (.00 ) F-6 F-7
July
31,
2010
July
31,
2009
Income
tax expense at statutory rate
$ 127,077
$ 21,457
Common stock issued
for services
(75,037 )
—
Valuation
allowance
(52,040 )
(21,457 )
Income
tax expense per books
$ —
$ —
July
31,
2010
July
31,
2009
Net operating
loss carryover
$ (92,234 )
$ (40,194 )
Valuation
allowance
92,234
40,194
Net
deferred tax asset
$ —
$
-) F-8 F-9 F-10 9
Name
Age
Office(s)
held
David
Hedderly-Smith
63
Chairman
of the Board
Robert
W. George II
65
CEO,
President and a Director
James
McLaughlin
65
CFO
David
Saykally
65
Secretary 10 11
-
The appropriate size of
our Board of Directors;
-
Our needs with respect to the particular
talents and experience of our directors;
-
The knowledge, skills and experience
of nominees, including experience in finance, administration or public service, in light of prevailing business conditions
and the knowledge, skills and experience already possessed by other members of the Board;
-
Experience in political affairs;
-
Experience with accounting rules and
practices; and
-
The desire to balance the benefit
of continuity with the periodic injection of the fresh perspective provided by new Board members. 12
Name
and principal position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
Total
($)
Jeff Wiegel, former
CEO, CFO, President, Secretary-Treasurer, & Director
2009
2010
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Alan Shinderman,
former CEO, CFO, President, Secretary-Treasurer, & Director
$16,464
n/a
0
n/a
0
n/a
0
n/a
0
n/a
0
n/a
0
n/a
0
n/a
Vincent J. Franzone,
former CEO, President & Director
2010
0
0
0
0
0
0
0
0
Fred W. Jackson,
former COO & Director
2010
0
0
0
0
0
0
0
0
Leon Caldwell,
former CFO and former President & Director
2010
0
0
0
0
0
0
3,300
3,300
Barbara Erdmann,
former Secretary
2010
0
0
0
0
0
0
1,500
1,500
John Baird, former
Chairman and former CEO
2010
0
0
0
0
0
0
0
0
David
Hedderly-Smith, former officer and director
2010
0
0
0
0
0
0
9,768
9,768 13
Narrative
Disclosure to the Summary Compensation Table
OPTION
AWARDS
STOCK
AWARDS
Name
Number
of Securities Underlying Unexercised Options (#) Exercisable
Number
of Securities Underlying Unexercised Options (#) Unexercisable
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)
Option
Exercise Price ($)
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 ($)
Equity
Incentive Plan Awards: Number of Unearned Shares, Shares or Other Rights That Have Not Vested (#)
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Shares or Other Rights That Have Not Vested (#)
John
Baird
0
0
0
0
0
0
0
0
0
Vincent
J. Franzone
0
0
0
0
0
0
0
0
0
Fred
W. Jackson
0
0
0
0
0
0
0
0
0
Leon
Caldwell
0
0
0
0
0
0
0
0
0
Barbara
Erdmann
0
0
0
0
0
0
0
0
0 14
Name
Fees
Earned or Paid in Cash ($)
Stock
Awards ($)
Option
Awards ($)
Non-Equity
Incentive Plan Compensation ($)
Non-Qualified
Deferred Compensation Earnings ($)
All
Other Compensation
($)Total
($)
John
Baird
0
0
0
0
0
0
0
Vincent
Franzone
0
0
0
0
0
0
0
Fred
Jackson
0
0
0
0
0
0
0 15
Title
of Class
Name
and address
of beneficial ownerNumber
of Shares of
Common StockPercentage
of Common Stock (1)
Common
1,999,994
3.16%
Common
Common
Common
Common
Stock
All
Officers and Directors as a Group
1,999,994
3.16%
Common
Stock
5%
Shareholders
Common
17,415,021
27.56%
Common
3,450,003
5.46%
Common
3,500,000
5.22%
16
Financial Statements
for the Year Ended July 31
Audit Services
Audit Related
Fees
(prior period audit fee)
Tax Fees
Other Fees
(Quarterly
Reviews)
2010
$ 4,250
$ 0
$ 0
$ 4,000
2009
$ 5,300
$ 1,800
$ 0
$ 0
(a)
Financial
Statements and Schedules
Exhibit
Number
Description
3.1
Articles
of Incorporation (1)
3.2
Bylaws
(1)
23.1
Consent of Silberstein Ungar, PLLC, Certified Public Accountants
31.1
Certification
of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31.2
Certification
of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
32.1
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
99.1
Letter
of Intent with Alix Resources Corp.2
1 Incorporated
by
reference
to
Registration
Statement
on
Form
SB-2
filed
October
2,
2007.
2 Incorporated
by
reference
to
Current
Report
on
Form
8-K
filed
April
25,
2012. 17
Goldspan
Resources, Inc
By:
/s/
David Hedderly-Smith
May 24, 2012
By:
/s/
David Hedderly-Smith
May 24,
2012
By:
/s/
James McLaughlin
May 24,
2012
By:
/s/
Robert W. George II
May 24,
2012
By:
/s/
David Saykally
May 24,
2012 18