MainStreetChamber Holdings, Inc. - Quarter Report: 2015 April (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________________to__________________________

Commission File Number: 333-146442

Walker Lane Exploration, Inc.

(Exact name of Registrant as specified in its charter)

102 North Curry Street

Carson City, Nevada 89703

 (Address of principal executive offices)(Zip Code)

775-461-3445

(Registrant’s telephone number, including area code)

Goldspan Resources, Inc., 836 S Vance St., Unit E, Lakewood, CO

 (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 þ  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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 11,308,049 as of June 22, 2015

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

WALKER LANE EXPLORATION, INC.

Balance Sheets

(unaudited)

The accompanying notes are an integral part of these financial statements.

1

WALKER LANE EXPLORATION, INC.

Statements of Operations

(unaudited)

The accompanying notes are an integral part of these financial statements.

2

WALKER LANE EXPLORATION, INC.

Statements of Cash Flows

(unaudited)

The accompanying notes are an integral part of these financial statements.

3

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

1. 

BASIS OF PRESENTATION

The unaudited financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information, as well as the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company's management, all adjustments (consisting of only normal recurring accruals) considered necessary for a fair presentation of the interim financial statements have been included. Operating results for the nine month period ended April 30, 2015 are not necessarily indicative of the results that may be expected for the full fiscal year ending July 31, 2015.

For further information refer to the financial statements and footnotes thereto in the Company's Annual Report on Form 10-K for the year ended July 31, 2014.

2. 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company has adopted Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, which removes all incremental financial reporting requirements from GAAP for development stage entities, including removal of Inception to Date reporting on the face of the interim and annual financial statements of the Company.

Reclassifications

Certain reclassifications have been made to conform to prior periods' presentation to the current presentation. These reclassifications have no effect on the results of operations or stockholders' deficit.

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 and Financial Instruments

On April 30, 2015 and 2014, the Company's financial instruments consisted principally of cash and cash equivalents, which do not require recurring re-measurement at fair value.

Mining Properties and Claims

The Company capitalizes costs for acquiring mineral properties and expenses costs to maintain mineral rights and leases as incurred. Should a property reach the production stage, these capitalized costs would be amortized using the units-of-production method on the basis of periodic estimates of ore reserves. Mineral properties are periodically assessed for impairment of value, and any subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Net Loss per Share

Basic earnings per share ("EPS") is computed as net loss available to common shareholders after dividends to preferred shareholders, divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants, and other convertible debt and securities. There are no such common stock equivalents outstanding as of April 30, 2015 and 2014. In years in which a loss is incurred the effect of potential issuance of shares under options, warrants and convertible debt would be anti-dilutive and therefore basic and diluted loss per share are the same.

4

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

2. 

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.

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.

3. 

GOING CONCERN

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.

The Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on the Company's ability to raise capital to fund its future exploration and working capital requirements or its ability to profitably execute its business plan. The Company's plans for the long-term continuation as a going concern include the profitable exploitation of its mining properties and financing the Company's future operations through sales of its common stock and/or debt. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

4. 

MINERAL RIGHTS

Pyramid:

On July 31, 2014, the Company acquired the mineral rights to seven 20-acre lode claims in Washoe County, NV owned by SJE Mining LLC, a company controlled by Steve Jones, an officer and director of the Company. The purchase price was satisfied with Common Shares valued at the seller's carrying cost of the mineral rights. All rights and obligations of the seller were transferred to the Company concurrent with the purchase and sale of mineral rights.

The mining lease and option to purchase agreement dated July 31, 2014, included mineral rights to three additional lode claims, subject to a 1.75% net smelter royalty on a year-to-year basis from SJE Mining LLC. This lease was for an initial term of 10 years and included royalty payments at the inception and at each anniversary of the agreement. One January 31, 2015, SJE Mining LLC and Steve Jones transferred the ownership of these three claims to the Company by quit claim for $10 consideration plus registration fees.

5

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

4. 

MINERAL RIGHTS (CONTINUED)

West Trinity:

On July 31, 2014, the Company acquired the mineral rights to twenty-three 20-acre lode claims in Churchill County, NV owned by SJE Mining LLC, a company owned by Steve Jones, an officer and director of the Company. The purchase price was satisfied with Common Shares valued at the seller's carrying cost of the mineral rights. All rights and obligations of the seller were transferred to the Company concurrent with the purchase and sale of mineral rights.

The mining lease and option to purchase agreement dated July 31, 2014, included mineral rights to one additional lode claim, subject to a 1.75% net smelter royalty on a year-to-year basis from SJE Mining LLC. This lease was for an initial term of 10 years and included royalty payments at the inception and at each anniversary of the agreement. On January 31, 2015, SJE Mining LLC and Steve Jones transferred the ownership of these three claims to the Company by quit claim for $10 consideration plus registration fees.

Both the Pyramid and West Trinity claims purchased at July 31, 2014, were valued at the carrying cost of the seller by issuing Common shares, including the assumption of $150,000 of the seller's debt.

Paradise Peak:

On September 3, 2014, the Company located 9 claims in the Paradise Peak Mining District, Nye County, Nevada on BLM-controlled land. On October, 25, 2014, the Company located an additional 4 claims in this district. Total cost for the 9 claims was $2,250.

The Company controls 43 claims totaling 860 acres subject to annual claims fees of $155.50 per 20-acre claim for BLM fees and $10.50 per 20 acre claim for county fees.

5.

ASSET ACQUISITION AND CHANGE IN CONTROL

On July 31, 2014, the Company issued 8,000,000 (200,000,000 pre-split) shares of common stock to accomplish a change in control of the Company. Simultaneously, the Company entered into an Asset Purchase Agreement with SJE Mining LLC ("SJE") to acquire certain mineral rights from SJE. The following assets and liabilities were transferred to the Company at book value, which resulted in a deemed dividend of $78,107:

6

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

6. 

NOTES PAYABLE

On July 31, 2014, a note payable in the amount of $50,000 was assumed under an asset purchase agreement. The note bears interest at 40% and originally matured on October 1, 2014, which was extended to March 1, 2015, then to May 1, 2015 and again to July 31, 2015. The assignment of each note calls for the issuance of 3,500 shares of common stock upon satisfaction of all the conditions of the note payable. This note was deemed to include a debt discount valued at $4,375 for the shares to be issued, based on the market value of the stock on July 31, 2014. The discount is being amortized over the term of the loan. Amortization expense of $4,375 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $19,781 is owed on this note at April 30, 2015.

On October 24, 2014, the Company borrowed $10,000 under a convertible note. The note bears interest at 25% and had an original maturity date of February 28, 2015, later extended to May 1, 2015 and again to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $10,000 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $1,288 is owed on this note at April 30, 2015.

On November 8, 2014, the Company borrowed $10,000 under a convertible note. The note bears interest at 25% and had an original maturity date of February 28, 2015, later extended to May 1, 2015 and again to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $10,000 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $1,185 is owed on this note at April 30, 2015.

On January 15, 2015, the Company borrowed $10,000 under a convertible note. The note bears interest at 25% and had a maturity date of June 17, 2015, which was extended to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $6,863 was recorded for the nine months ended April 30, 2015, and $3,137 of debt discount remains to be amortized over future periods. Accrued interest of $719 is owed on this note at April 30, 2015.

On January 20, 2015, the Company borrowed $10,000 under a convertible note. The note bears interest at 25% and had a maturity date of June 17, 2015, which was extended to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $6,757 was recorded for the nine months ended April 30, 2015, and $3,243 of debt discount remains to be amortized over future periods. Accrued interest of $685 is owed on this note at April 30, 2015.

On February 6, 2015, the Company borrowed $10,000 under a convertible note. The note bears interest at 25% and has a maturity date of August 6, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $4,586 was recorded for the nine months ended April 30, 2015, and $5,414 of debt discount remains to be amortized over future periods. Accrued interest of $568 is owed on this note at April 30, 2015.

At April 30, 2015, the Company had total notes payable of $100,000 with unamortized discounts of $11,794, for a net amount of $88,206 and associated interest accrual of $24,226.

7

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

7.

NOTES PAYABLE – RELATED PARTIES

On July 31, 2014, two notes payable in the amount of $50,000 each were assumed under an asset purchase agreement. One note bears interest at 10% and originally matured on December 1, 2014, which was extended to May 1, 2015. The second note bears interest at 40% and also originally matured on December 1, 2014, which was extended to May 1, 2015 and again to July 31, 2015. The assignment of each note calls for the issuance of 3,500 shares of common stock upon satisfaction of all the conditions of the note payable. These notes were deemed to include a debt discount valued at $4,375 for the shares to be issued, based on the market value of the stock on July 31, 2014, for a total debt discount of $8,750 on the two notes. The discount is being amortized over the term of the loans. Amortization expense of $8,750 was recorded for the nine months ended April 30, 2015. Accrued interest of $25,370 is owed on the two notes at April 30, 2015.

On August 27, 2014, the Company borrowed $4,500 under convertible note from an entity controlled by a director of the Company. The note bears interest at 25% with a maturity date of February 28, 2015, later extended to May 1, 2015 and again to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $4,500 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $4,500 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $758 is owed on this note at April 30, 2015.

On September 22, 2014, the Company borrowed $10,000 under convertible note from a director of the Company. The note bears interest at 25% with a maturity date of February 28, 2015, later extended to May 1, 2015 and again to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $10,000 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $1,507 is owed on this note at April 30, 2015.

On September 30, 2014, the Company borrowed $5,000 under convertible note from a director of the Company. The note bears interest at 25% with a maturity date of February 28, 2015, later extended to May 1, 2015 and again to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $5,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $5,000 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $726 is owed on this note at April 30, 2015.

On October 1, 2014, the Company borrowed $10,000 under convertible note from a director of the Company. The note bears interest at 10% with a maturity date of February 28, 2015, later extended to May 1, 2015 and again to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $10,000 was recorded for the nine months ended April 30, 2015, fully amortizing the discount recorded at the date of assumption. Accrued interest of $578 is owed on this note at April 30, 2015.

On December 19, 2014, the Company borrowed $10,000 under convertible note from a director of the Company. The note bears interest at 25% with a maturity date of June 17, 2015, which was extended to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $10,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $7,333 was recorded for the nine months ended April 30, 2015, and $2,667 of debt discount remains to be amortized over future periods. Accrued interest of $904 is owed on this note at April 30, 2015.

8

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

7.

NOTES PAYABLE – RELATED PARTIES (CONTINUED)

On December 30, 2014, the Company borrowed $4,800 under convertible note from an entity controlled by a director of the Company. The note bears interest at 25% with a maturity date of June 17, 2015, which was extended to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $4,800 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $3,437 was recorded for the nine months ended April 30, 2015, and $1,363 of debt discount remains to be amortized over future periods. Accrued interest of $398 is owed on this note at April 30, 2015.

On January 6, 2013, the Company borrowed $5,200 under convertible note from an entity controlled by a director of the Company. The note bears interest at 25% with a maturity date of June 17, 2015, which was extended to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $5,200 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $3,659 was recorded for the nine months ended April 30, 2015, and $1,541 of debt discount remains to be amortized over future periods. Accrued interest of $406 is owed on this note at April 30, 2015.

On January 8, 2015, the Company borrowed $5,000 under convertible note from a director of the Company. The note bears interest at 25% with a maturity date of June 17, 2015, which was extended to July 31, 2015. The note contains a conversion feature allowing the conversion of principal and accrued interest into common shares at $0.37 per share. Since the conversion price was below the market price of the stock on the date of issue, a debt discount in the amount of $5,000 was recorded. The discount is being amortized over the term of the loan. Amortization expense of $3,500 was recorded for the nine months ended April 30, 2015, and $1,500 of debt discount remains to be amortized over future periods. Accrued interest of $383 is owed on this note at April 30, 2015.

At April 30, 2015, the Company had total related party notes payable of $154,500 with unamortized discounts of $7,070, for a net amount of $147,430 and associated interest accrual of $31,030.

8. 

CAPITAL STOCK

Common Shares:

The Company has 400,000,000 shares of common stock authorized.

On July 31, 2014, the Company issued 8,000,000 (200,000,000 pre-split) shares of common stock to accomplish a change in control of the Company. Simultaneously, we entered into an Asset Purchase Agreement as described in Note 3. The share issuance is subject to a lock-up agreement dated August 8, 2014, which restricts the shareholders from trading, transferring, selling, or otherwise conveying the 8,000,000 shares for a period of two years.

On September 23, 2014, the Company executed a 25:1 reverse split of its issued and outstanding Common Shares. Any existing agreements, notes or contracts which contain provisions or calculations related to issuance of stock or conversion of rights, debt or equity to Common Shares are automatically revised to use this ratio in such issuances or conversions. Any issuances of Common Shares under future agreements, notes or contracts will use post-split shares. All share and per share data presented in these financial statements and accompanying footnotes have been retroactively adjusted to reflect the decreased number of shares resulting from these actions.

On January 31, 2015 the Company issued 20,000 shares of common stock with a par value of $0.001 per share to a director of the Company. The shares were valued at $1.50 per share, the trading price of the shares at November 4, 2104, the date of grant. In relation to this issue, a total of $30,000 was recognized as Director fees expense for the nine months ended April 30, 2015.

On January 31, 2015 the Company issued 30,000 shares of common stock with a par value of $0.001 per share to directors of the Company. The shares were valued at $1.75 per share, the trading price of the shares at December 8, 2104, the date of grant. In relation to this issue, a total of $52,500 was recognized as Director fees expense for the nine months ended April 30, 2015.

9

WALKER LANE EXPLORATION, INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

APRIL 30, 2015

8. 

CAPITAL STOCK (CONTINUED)

On January 31, 2015 the Company issued 19,200 shares of common stock with a par value of $0.001 per share to a third party service provider. The shares were valued at $1.75 per share, the trading price of the December 4, 2014, the date of grant. The value of $33,600 was recorded as a prepaid expense, against which a portion of the service costs are applied. As of April 30, 2015, $32,725 has been recognized as Professional fees, and $875 remains to be applied to services performed in future periods.

On January 31, 2015 the Company issued 20,833 shares of common stock with a par value of $0.001 per share as compensation to third party service provider to acquire a fixed asset. The shares were valued at $0.75 per share, the trading price of the September 15, 2014 agreement, the date of grant. The value of $15,625 was recorded as an addition to fixed assets.

Preferred Shares:

On July 8, 2013, pursuant to a previously-obtained written consent of the majority of our shareholders, we filed a Certificate of Amendment to our Articles of Incorporation. The Certificate of Amendment amends our articles of incorporation to authorize up to 10,000,000 shares of preferred stock, par value $0.001 per share.

Out of the 10,000,000 preferred shares authorized, the Company has authorized a series of Class A Convertible Preferred Stock, consisting of 1,000,000 shares, which series shall have the powers, designations, preferences and relative participating, optional and other special rights, and the, limitations and restrictions as defined in the Certificate of Designation filed under the Company's Form 8-K filed as of July 26, 2013. No Series A preferred shares have been issued as of July 31, 2014.

On July 30, 2014, the Company authorized a series of Class B Preferred Stock, consisting of 1,000,000 shares. Each series B preferred share entitles the holder to 100 votes per share on any matters brought to a vote of the shareholders. Series B preferred shares have no economic interest in the Company, or any preferential liquidation rights.  On September 29, 2014 the B preferred shareholders consented to reduce the votes per share to 10 from 100.

On July 30, 2014, the Company issued 255,400 Series B preferred shares to two noteholders to convert $127,020 of note principal and accrued interest. The Company had the right to buy back the preferred B shares for a period of 120 days at a per share price of $0.597. On December 16, 2014 the Company entered into an agreement to extend the preferred B shares buyback period to March 1, 2015. As of April 30, 2015, the contractual buyback period has expired and any future buyback would be by mutual agreement between the Company and the holders.

9. 

COMMITMENTS AND CONTINGENCIES

The Company has 860 acres included in owned and leased mining claims, and is subject to annual claims fees on owned mineral claims and claims rental fees on rented mineral claims in order to maintain its mineral rights. Following are the annual claims and labor requirements for 2014 and 2015.

On January 31, 2015, SJE Mining LLC and Steve Jones transferred the ownership of the leased claims to the Company by quit claim, which removed the claims rental requirement.

10

ITEM 2.

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 effect 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.

Company Overview and Plan of Operations

Walker Lane Exploration, Inc. (the Company, 'we', 'us' or similar) was incorporated in the State of Nevada on March 2, 2007. On September 23, 2014, the Company changed its name to Walker Lane Exploration and continues to trade on the Financial Industry Regulatory Authority's ("FINRA") OTC market in the United States. The Company's ticker symbol changed from GSPN to WKLN. There was no change in control as a result of this name change. The Company is engaged in the principal business activity of acquiring and exploring mineral properties.

We currently control three exploration properties:

Pyramid:

On July 31, 2014, the Company acquired the mineral rights to seven 20-acre lode claims in Washoe County, NV owned by SJE Mining LLC, a company controlled by Steve Jones, an officer and director and Eric Stevenson, an officer of the Company. The purchase price was satisfied with Common Shares valued at the seller's carrying cost of the mineral rights. All rights and obligations of the seller were transferred to the Company concurrent with the purchase and sale of mineral rights.

The mining lease and option to purchase agreement dated July 31, 2014, included mineral rights to three additional lode claims, subject to a 1.75% net smelter royalty on a year-to-year basis from SJE Mining LLC. This lease was for an initial term of 10 years and included royalty payments at the inception and at each anniversary of the agreement. On January 31, 2015, SJE Mining LLC and Steve Jones transferred the ownership of these three claims to the Company by quit claim for $10 consideration, plus registration fees.

West Trinity:

On July 31, 2014, the Company acquired the mineral rights to twenty-three 20-acre lode claims in Churchill County, NV owned by SJE Mining LLC, a company owned by Steve Jones, an officer and director and Eric Stevenson an officer of the Company. The purchase price was satisfied with Common Shares valued at the seller's carrying cost of the mineral rights. All rights and obligations of the seller were transferred to the Company concurrent with the purchase and sale of mineral rights.

The mining lease and option to purchase agreement dated July 31, 2014, included mineral rights to one additional lode claim, subject to a 1.75% net smelter royalty on a year-to-year basis from SJE Mining LLC. This lease was for an initial term of 10 years and included royalty payments at the inception and at each anniversary of the agreement. On January 31, 2015, SJE Mining LLC and Steve Jones transferred the ownership of these three claims to the Company by quit claim for $10 consideration, plus registration fees.

The Pyramid and West Trinity claims purchased at July 31, 2014, were valued at the carrying cost of the seller by issuing Common shares, including the assumption of $150,000 of the seller's debt.  The West Trinity and Pyramid properties have been pledged as collateral for $150,000 of the Company’s debt, the due date of which was extended from May 1, 2015 to July 31, 2015.  Unless we secure sufficient financing, it is unlikely that we will be able to satisfy this obligation in which case we could forfeit all rights to the property.

11

Paradise Peak:

On September 3, 2014, the Company located 9 claims in the Paradise Peak Mining District, Nye County, Nevada on BLM-controlled land. On October, 25, 2014, the Company located an additional 4 claims in this district. Total cost for the 9 claims was $2,250.

The Company controls 43 claims in total as of April 30, 2015 totaling 860 acres subject to annual claims fees of $155.50 per 20-acre claim for BLM and $10.50 per 20-acre claim in county fees.

Exploration Plans for Fiscal 2015

We will require a significant capital infusion in fiscal 2015, to commence any exploration activities. Prior to commencing the following program, we would need to secure $700,000 in financing at terms acceptable to us. As of the date of this report, we have no commitment for financing.

Upon successful completion of a financing sufficient for an exploration program, we expect to spend substantial amounts in connection with exploration of our mining properties. We anticipate that our expenses for our initial preparatory phase of exploration will total approximately $202,170, exclusive of any salary payable to our officers or directors.

During the initial preparatory phase of exploration, we plan to map and geochemically sample the Pyramid, West Trinity, and Paradise Properties. This work will require at least two weeks of field activities on each property. Additionally, we anticipate staking claims, mapping and sampling at least one additional property in the Walker Lane Region, which will require approximately one month's work. The cost for the surface sampling, mapping, and claim staking is projected to be approximately $17,450.

In the future, we anticipate a phased exploration plan. Phase I drilling would be conducted on the Pyramid, West Trinity, Paradise, and one as yet undetermined property, contingent upon positive results of the prerequisite surface sampling. Costs of a Phase I drilling program of approximately 6,000 feet of reverse circulation drilling, the associated assaying of drill samples, and drill permitting is expected to be approximately $173,600.

Results of Operations for the three and nine month periods ended April 30, 2015 and April 30, 2014

We earned no revenues during the fiscal nine month period ended April 30, 2015. We do not anticipate generating any revenues until such time as we determine that there are proven reserves or resources on the mineral claims. Identifying proven reserves or resources will require a significant capital infusion to conduct mapping, samplings and drilling on these properties. Drilling and testing will require significant capital expenditures. We have no commitment for additional funding. If we secure the required funding, there can be no assurance that we will identify proven reserves. Further, even if we generate revenues, there can be no assurance that the revenues will be sufficient to meet our operating expenses.

During the three month period ended April 30, 2015, our operating expenses increased to $173,265 compared with $4,177 for the three month period ending April 30, 2014. The increase was a result of expenses related to the increased business activities subsequent to the acquisition of exploration properties at July 31, 2014. Director fees increased to $6,000 as a result of accruing directors fees liability, while no such accrual occurred in the three months ended April 30, 2014. Management fees increased to $143,500 for compensation accrued for services by members of management. No such management expenses occurred in the period ended April 30, 2014. Professional fees increased to $16,593 from $3,696 and General and administrative expenses increased to $7,172 from $481 for the three month periods ended April 30, 2015 and 2014, respectively. Additionally, interest expenses increased to $56,226 from $2,750 as a result of increased borrowing for the comparable April 30 three month periods.

We incurred a net loss of $229,491, or a loss of $0.02 per share, as compared to a net loss of $6,927, or $nil per share, for the three month periods ended April 30, 2015 and 2014, respectively.

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During the nine month period ended April 30, 2015, our operating expenses increased to $620,000 compared with $24,592 for the nine month period ending April 30, 2014. The increase was a result of expenses related to the increased business activities subsequent to the acquisition of exploration properties at July 31, 2014. Director fees increased to $88,500 as a result of accruing directors fees liability and issuing 50,000 shares of common stock to members of our board of directors, while no such accrual or issuance occurred in the nine months ended April 30, 2014. Management fees increased to $317,400 for compensation accrued for services by members of management. No such management expenses occurred in the period ended April 30, 2014. Professional fees increased to $181,018 from $23,971 and General and administrative expenses increased to $33,082 from $621 for the nine month periods ended April 30, 2015 and 2014, respectively. Additionally, interest expenses increased to $142,429 from $8,250 as a result of increased borrowing for the comparable April 30 nine month periods.

We incurred a net loss of $762,429, or a loss of $0.07 per share, as compared to a net loss of $32,842, or $nil per share, for the nine month periods ended April 30, 2015 and 2014, respectively.

Liquidity and Capital Resources:

At April 30, 2015, we had cash of $181 as compared to $44 at July 31, 2014. Prepaid expenses at April 30, 2015 totaled $5,875. Current assets were $6,056 at April 30, 2015 as compared to $73,841 at April 30, 2014.

Current liabilities totaled $722,367 and $238,561 at April 30, 2015 and July 31, 2014, respectively. At April 30, 2015, our current liabilities consist of $68,219 in accounts payable, $24,226 in accrued expenses, $353,820 in accrued expenses to related parties, $40,467 in shareholder loans, $147,430 in notes payable to related parties, net of discounts plus an additional $88,205 in notes payable, net of discounts. At July 31, 2014, our current liabilities consisted of $48,402 in accounts payable, $4,767 in accrued expenses, $8,529 in accrued expenses to related parties, $39,988 in shareholder loans, $91,250 in notes payable to related parties, net of discounts, and $45,625 in notes payable, net of discounts.

We have a working capital deficit of $716,311 and $164,720 as of April 30, 2015 and July 31, 2014, respectively. We had a Shareholders' deficit of $683,943 at April 30, 2015, as compared to $157,739 at April 30, 2014. We have an accumulated deficit at April 30, 2015 of $2,643,295.

During the April 30, 2015 nine month period, we had cash used by operating activities of $92,518, cash used in investing activities of $2,324, and cash provided by financing activities of $94,979, compared to cash used of $20,060 in operating activities and cash provided of $19,925 by financing activities in the April 30, 2014 nine month period.

We will continue to monitor our expenses and take actions as may be required to manage our cash outflow from operations. We will not be able to fully establish our business if we do not have adequate working capital so we will need to raise additional funds, whether through a stock offering, long term debt or otherwise.

Going Concern

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. The Company has incurred losses since its inception and does not have sufficient cash to fund normal operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.

The Company currently has no historical recurring source of revenue and its ability to continue as a going concern is dependent on the Company's ability to raise capital to fund its future exploration and working capital requirements or its ability to profitably execute its business plan. The Company's plans for the long-term continuation as a going concern include the profitable exploitation of its mining properties and financing the Company's future operations through sales of its common stock and/or debt. Additionally, the current capital markets and general economic conditions in the United States are significant obstacles to raising the required funds. These factors raise substantial doubt about the Company's ability to continue as a going concern.

The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. If the going concern basis were not appropriate for these financial statements, adjustments would be necessary in the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used.

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Off Balance Sheet Arrangements

As of April 30, 2015, there were no off balance sheet arrangements.

Subsequent Events

Change in corporate officers:

On May 7, 2015, John Key tendered his resignation as the Company’s President and Chief Executive Officer. On May 11, 2015, Keith Simon tendered his resignation as the Company’s Chief Financial Officer, secretary, treasurer and director. There was no disagreement between Mr. Key or Mr. Simon on any matters related to the Company’s operations or financial accounting or disclosure matters.

On May 12, 2015 the Board of Directors elected Steven K. Jones to serve as the Company’s President and Chief Executive Officer.  Mr. Jones has over 32 years’ experience in the mining industry. Prior to his election as President and Chief Executive Officer, Mr. Jones served as Vice President of Exploration and a member of the board of directors of the Company.  Mr. Jones will continue to serve as Vice President of Exploration and a board member.

On May 12, 2015, the Company’s Board of Directors elected Ted Sharp to serve as the Company’s Chief Financial Officer and member of the Board of Directors.   Mr. Sharp, a certified public accountant, has over 30 years’ experience in finance positions in multiple industries, including ten years in the mining industry.

Mr. Sharp is the President of Sharp Executive Associates, Inc., a privately held accounting firm located in Nampa, Idaho, which provides CFO services to clients. Prior to 2003, he worked for 14 years in positions of Chief Financial Officer, Managing Director of European Operations, and Corporate Controller for Key Technology, Inc., a publicly traded manufacturer of capital goods based in Walla Walla, Washington. From 1981 to 1989, Mr. Sharp worked in both public accounting and private industry. He holds a B.A. degree from Boise State University and is a Certified Public Accountant licensed in the states of Washington and Idaho.

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

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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4.

CONTROLS AND PROCEDURES.

At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision of, and with the participation of, our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a – 15c and Rule 15d – 15(e) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective, and that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.

Our Chief Executive Officer and Chief Financial Officer have also determined that the disclosure controls and procedures are effective, and that material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow for accurate required disclosure to be made on a timely basis.

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Changes in internal controls over financial reporting

During the period covered by this Quarterly Report on Form 10-Q, we have made no changes in our internal controls over financial reporting during the three month period ended April 30, 2015.

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. 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.

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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.

There have been no changes to our risk factors as reported in our annual report on Form 10-K for the year ended July 31, 2014.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the nine month period ended April 30, 2015, there were no sales of unregistered securities for the Company.

Reverse Split:

On September 23, 2014, the Company executed a 25:1 reverse split of its issued and outstanding Common Shares.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.

MINE SAFETY DISCLOSURES.

Our exploration properties are, or may become, subject to regulation by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). Pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (The "Dodd-Frank Act"), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the nine month period ended April 30, 2015, we had no such specified health and safety violations, orders or citations, related assessments or legal actions, mining-related fatalities, or similar events in relation to our United States operations requiring disclosure pursuant to Section 1503(a) of the Dodd-Frank Act.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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