Walker Lane Exploration, Inc. - FORM 10-K - November 9, 2009

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EX-31.1 - EXH311 - Walker Lane Exploration, Inc.exh31_1.htm
EX-23.1 - EXH231 - Walker Lane Exploration, Inc.exh23_1.htm
EX-31.2 - EXH312 - Walker Lane Exploration, Inc.exh31_2.htm
EX-32.1 - EXH321 - Walker Lane Exploration, Inc.exh32_1.htm

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, 2009
 
  
[  ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    
   
 
For the transition period from _________ to ________
 
  
   
Commission file number:  333-146442
  

Goldspan Resources, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
   n/a
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
10300 W. Charleston Blvd.  13-56
Las Vegas, Nevada
 
89135
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number:  702-480-5082
  
 
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 [X]       No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [  ] No [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [  ]     No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [  ] Smaller reporting company [X]

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $ n/a

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  6,294,000 as of October 27, 2009.


 
 

 
 
 



   
Page
PART I
 
  3
  4
  4
  4
  4
 
   4
 
PART II
 
  5
  7
  7
  8
  8
  8
  9
  10
     
 
PART III
 
  10
  12
  13
  13
  13




 
2
 

 PART I












 
 
 
 
 























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.
 
 
 

 


 
 











 
 

 




Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.





 
 
 
 














 
 
 

 



Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.



 
 
 


Item 9B.   Other Information

None
PART III

Item 10.  Directors, Executive Officers and Corporate Governance

The following information sets forth the names of our current directors and executive officers, their ages as of July 31, 2009 and their present positions.

Name
Office(s)
Alan Shinderman
President, CEO, CFO, Treasurer, Secretary, Director

Set forth below is a brief description of the background and business experience of our executive officers and directors.

Alan Shinderman is our President, CEO, CFO, Secretary, Treasurer and sole director. Mr. Shinderman has worked as a financial planner and asset manager for approximately twenty years. He formed his full service financial planning firm, Shinderman & Associates, in approximately 1986. The firm relocated to Aspen, Colorado, and changed its name to Aspen Asset Management in 1990. Mr. Shinderman opened a second office in Las Vegas, Nevada, in 1993 and has lived in Las Vegas full time since approximately 2003.

Directors

Our bylaws authorize no less than one (1) director.  We currently have two Directors.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
 
 
Involvement in Certain Legal Proceedings

To  the best of our knowledge, during the past five years, none of the following  occurred  with  respect  to a present or former director, executive officer, or  employee: (1) any bankruptcy petition filed by or against any business  of which such person was a general partner or executive officer either at  the  time  of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal  proceeding  or  being subject to a pending criminal proceeding  (excluding  traffic  violations and other minor offenses); (3) being subject  to  any order, judgment or decree, not subsequently reversed, suspended or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in  any  type of business, securities or banking activities; and (4) being found by  a  court  of  competent  jurisdiction  (in  a  civil action), the SEC or the Commodities  Futures  Trading  Commission  to  have  violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 
 
Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company.  Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.  To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the year ended June 30, 2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended July 31, 2009:

Name and principal position
Number of
late reports
Transactions not
timely reported
Known failures to
file a required form
Jeff Wiegel
0
0
0
Alan Shinderman
0
0
0

Code of Ethics

As of July 31, 2009, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

 




Item 11.  Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended July 31, 2009 and 2008.
 
SUMMARY COMPENSATION TABLE
  
Name
and
principal
position
Year
Salary
($)
Bonus
($)
Stock Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
Jeff Wiegel, former
CEO, CFO, President, Secretary-Treasurer, & Director
2009
2008
 
 
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Alan Shinderman, CEO, CFO, President, Secretary-Treasurer, & Director
2009
2000
$16,464
n/a
0
n/a
0
n/a
0
n/a
0
n/a
0
n/a
0
n/a
0
n/a

Narrative Disclosure to the Summary Compensation Table

We have not entered into any employment agreement or consulting agreement with our executive officers.  There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.  
The figures above represent compensation received as officers of the Company.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of July 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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
(#)
Jeff Wiegel, former officer
0
0
0
0
0
0
0
0
0
Alan Shinderman
0
0
0
0
0
0
0
0
0

Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year.

DIRECTOR COMPENSATION
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
($)
Jeff Wiegel, former director
0
0
0
0
0
0
0
Alan Shinderman
$16,464
0
0
0
0
0
0

Narrative Disclosure to Compensation of Directors Table

The figures above represent compensation received as officers of the Company.

Stock Option Plans

We have not adopted any stock option or incentive plans.

 
 
 
 
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related
    Stockholder Matters

The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of October 27, 2009, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 6,294,000 Shares of Common Stock issued and outstanding as of October 27, 2009.


 
Title of Class
Name and address of beneficial owner
 
Number of Shares of Common Stock
Percentage of Common Stock (1)
Common Stock
Alan Shinderman
10300 W. Charleston Blvd.  13-56
Las Vegas, Nevada 89135
750,000
11.92%
Common Stock
All Officers and Directors as a Group (one person)
750,000
11.92%
       
Common Stock
5% Shareholders
    
Common Stock
Michael Knight
227 - 280 Nelson Street
Vancouver, BC V6B 2E2
500,000
7.94%
Common Stock
Brenda Sanders
2026 Gillis Crescent
Merritt, BC V1K 1H9
500,000
7.94%
Common Stock
Jaime Wiegel
2021 - 622 Front Street
Vancouver, BC V1L 4B7
500,000
7.94%
Common Stock
Barry McNabb
6022 Chancellor Mews
Vancouver, BC V6T 2J5
500,000
7.94%
Common Stock
Bill Vallee
685 7th Avenue
Vancouver, BC V5Z 1B6
500,000
7.94%
Common Stock
Keith Stacy
202 - 1510 1st Avenue
Vancouver, BC V6J 4S3
500,000
7.94%

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Except as provided below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

1.  
On August 26, 2008, we transferred our Pepper Hope mineral claim to Mr. Jeff Wiegel, our former officer and director (the “Split-Off”).  In exchange for receiving ownership of the Pepper Hope claim, Mr. Wiegel delivered all of his 2,500,000 shares of common stock back to us for cancellation.  As part of the Split-off, Mr. Wiegel agreed to assume any and all liabilities which may be related to the Pepper Hope mineral claim.

Item 14.   Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended July 31
Audit Services
Audit Related Fees
Tax Fees
Other Fees
2009
   $3500
$0
$0
$0
2008
   $2000
$0
$0
$0



PART IV

Item 15.   Exhibits, Financial Statements Schedules

Index to Financial Statements Required by Article 8 of Regulation S-X:

Audited Financial Statements:
 
F-1
Report of Independent Registered Public Accounting Firm
 
F-2
 
Consolidated BalaBalance Sheets as of July 31, 2009  and 2008
 
F-3
 
Statements of Operations for the years ended July 31, 2009 and 2008 and period from inception to July 31, 2009
 
F-4
 
Statement of Stockholders’ Deficit for period from inception to July 31, 2009
 
F-5
 
Statements of Cash Flows for the years ended July 31, 2009 and 2008 and period from inception to July 31, 2009
 
F-6
 
Notes to Financial Statements



1  
Incorporated by reference to Registration Statement on Form SB-2 filed October 2, 2007.



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Goldspan Resources, Inc.

By:
/s/Alan Shinderman
 
Alan Shinderman
President, Chief Executive Officer,
Chief Financial Officer and sole Director
 
 
November 6, 2009

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:
/s/Alan Shinderman
 
Alan Shinderman
President, Chief Executive Officer,
Chief Financial Officer and sole Director
 
 
November 6, 2009




 


Maddox Ungar Silberstein, PLLC CPAs and Business Advisors                                                                                                                     
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.maddoxungar.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Goldspan Resources, Inc.
Las Vegas, Nevada

We have audited the accompanying balance sheets of Goldspan Resources, Inc., a Nevada Corporation, as of July 31, 2009 and 2008 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and for the period from March 2, 2007 (inception) through July 31, 2009.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Goldspan Resources, Inc., as of July 31, 2009 and 2008 and the results of its operations and cash flows for the years then ended and for the period from March 2, 2007 (inception) through July 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Goldspan Resources, Inc. will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 3. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Maddox Ungar Silberstein, PLLC

Bingham Farms, Michigan
November 5, 2009

 
 
 
 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
AS OF JULY 31, 2009 and 2008

                   
                   
ASSETS
                
                   
   
July 31,
2009
  
July 31,
2008
  
                   
                   
CURRENT ASSETS
                
                   
 
Cash
     $ 221       $ 23,748  
                       
 
Total Current Assets
       221         23,748  
                       
 
TOTAL ASSETS
     $ 221       $ 23,748  
                       
                       
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                    
                       
CURRENT LIABILITIES
                    
                       
 
Accounts payable
     $ 61,769       $ 37,777  
                       
 
Total Current Liabilities
       61,769         37,777  
                       
STOCKHOLDERS' EQUITY (DEFICIT)
                    
                       
 
Preferred stock - $0.001 par value; 10,000,000 shares
                    
 
   authorized; no shares issued and outstanding
       -         -  
 
Common stock - $0.001 par value; 75,000,000 shares
                    
 
   authorized; 6,294,000 and 8,044,000 shares issued
                    
 
   and outstanding, respectively
       6,294         8,044  
 
Additional paid-in capital
       35,219         25,969  
 
Deficit accumulated during the exploration stage
       (103,061 )       (48,042 )
                       
 
Total Stockholders' Equity (Deficit)
       (61,548 )       14,029  
 
 
                    
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
     $ 221       $ 23,748  
                       
 
 
 
 
The accompanying notes are an integral part of these financial statements.
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
 FOR THE YEARS ENDED JULY 31, 2009 AND 2008
FOR THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2009


 
                 
                 
           
From Inception
  
           
on March 2,
  
   
For the Year Ended
2007 Through
  
   
July 31,
  
July 31,
  
    2009   2008  
2009
  
                 
                 
REVENUES  $ 0    $ 0    $ 0  
                   
 
                  
OPERATING EXPENSES                  
       Management Fees
   18,880     0     18,880  
               Professional Fees   35,881     43,680     80,080  
General and administrative
   258     777     4,101  
  TOTAL OPERATING EXPENSES   55,019       44,457     103,061  
                   
LOSS FROM OPERATIONS
   (55,019)
 
   (44,457 )   (103,061 )
                   
PROVISION FOR INCOME TAXES
   -     -     -  
                   
NET LOSS
 $  (55,019 ) $ (44,457 ) $ (103,061 )
                   
BASIC LOSS PER SHARE
 $  (0.01 ) $ (0.01 )      
                   
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   6,418,658     8,044,000        
 
 
The accompanying notes are an integral part of these financial statements.



 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS’ DEFICIT
 AS OF JULY 31, 2009


 
                     
Deficit
        
                     
Accumulated
        
               
Additional
    
During the
        
   
Common Stock
          
Paid-In
    
Development
        
   
Shares
    
Amount
    
Capital
    
Stage
    
Total
  
                               
Inception, March 2, 2007
     0     $ 0     $ 0     $ 0     $ 0  
                                         
Shares issued for cash
                                        
 at $0.001 per share
     5,500,000       5,500       0       0       5,500  
                                         
Shares issued for cash
                                        
 at $0.0075 per share
     2,495,000       2,495       16,218       -       18,713  
                                         
Share issued for cash
                                        
 at $0.20 per share
     49,000       49       9,751       -       9,800  
                                         
Net loss for the year ended
                                        
  July 31, 2007
     -       -       -       (3,585 )     (3,585 )
                                         
Balance, July 31, 2007
     8,044,000       8,044       25,969       (3,585 )     30,428  
                                         
Net loss for the year
                                        
  ended July 31, 2008
     -       -       -       (44,457 )     (44,457 )
                                         
Balance, July 31, 2008
     8,044,000       8,044       25,969       (48,042 )     14,029  
                                         
Shares issued for cash
                                        
 at $0.01 per share
     750,000       750       6,750       -       7,500  
                                         
Shares cancelled in spin off
                                        
 on August 26, 2008
     (2,500,000 )     (2,500 )     2,500       -       0  
                                         
Net loss for year ended
                                        
  July 31, 2009
     -       -       -       (55,019 )     (55,019 )
                                         
Balance, July 31, 2009
     6,294,000     $ 6,294     $ 35,219     $ (103,061 )   $ (61,548 )
                                         
 
 
 
The accompanying notes are an integral part of these financial statements.



 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
 FOR THE YEARS ENDED JULY 31, 2009 AND 2008
FOR THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2009
 
 
                           
                       
From Inception
                       
on March 2,
         
For the Year Ended
  
2007 Through
         
July 31,
  
July 31,
         
 
   2009  
2008
  
 
 2009
CASH FLOWS FROM OPERATING ACTIVITIES
                    
 
Net loss for the period
  
$
      (55,019)
    
$
       (44,457)
  
$
      (103,061)
Adjustments to reconcile net loss to net cash used by                    
operating activities                    
   
Contributed expenses
    
               -
      
               -
    
                -
Changes in operating assets and liabilities:                    
   
Increase in accounts payable
    
       23,992 
     
        1,531 
   
       61,769 
 NET CASH USED IN OPERATING ACTIVITIES     (31,027)       (7,199)     (41,292)
                           
CASH FLOWS USED INVESTING ACTIVITIES
    
               -
      
               -
    
                -
                           
CASH FLOWS FROM FINANCING ACTIVITIES
                    
 
Proceeds from common stock issued
    
        7,500 
     
               -
    
       41,513 
NET CASH PROVIDED BY FINANCING ACTIVITIES    
        7,500 
     
               -
    
       41,513 
                           
NET INCREASE (DECREASE) IN CASH
 
 
       (23,527)
    
 
       (7,199)
  
 
       221 
                           
CASH AT BEGINNING OF PERIOD  
 
       23,748 
   
 
       30,947 
 
 
                -
                           
CASH AT END OF PERIOD  
$
       221 
   
$
       23,748 
 
$
       221 
                           
SUPPLEMENTAL DISCLOSURES OF CASH FLOW 
                   
INFORMATION:              
   
Cash paid for interest
  
 $
               -
    
 $
               -
  
 $
                -
   
Cash paid for income taxes
  
 $
               -
    
 $
               -
  
 $
                -
 
 
The accompanying notes are an integral part of these financial statements.
 


 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
 
 

 
Note 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
GoldSpan Resources, Inc. (the Company) was incorporated in the State of Nevada on March 2, 2007. The Company is engaged in the principal business activity of acquiring and developing mineral properties. The Company has not realized significant revenues to date and therefore is classified as an exploration stage company.

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Basic (Loss) per Common Share
Basic (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2009 and 2008.

   
For the
Year Ended
July 31,
2009
  
For the
Year Ended
July 31,
2008
Income (loss) (numerator)
$
              (55,019)
$
                      (44,457)
Shares (denominator)
  
6,418,658 
 
8,044,000 
Per share amount
$
              (0.01)
$
          (0.01)

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured

Comprehensive Income
The Company has no component of other comprehensive income. Accordingly, net income equals comprehensive income for the periods ended July 31, 2009 and 2008.
 
Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of July 31, 2009 and 2008.

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
 

 
 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009 
 
 
 
Note 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 
Income Taxes
The Company provides for income taxes using an asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. The Company’s predecessor operated as entity exempt from Federal and State income taxes.

The Company reduces its deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 39% to the net loss before provision for income taxes for the following reasons:


 
July 31,
  2009
  
July 31,
 2008
Income tax expense at statutory rate
$19,897 
$
17,338 
Valuation  allowance
(19,897)
  
  (17,338)
       
Income tax expense per books
$                     -
$
-

 Net deferred tax assets consist of the following components as of:
 
 
July 31,
 2008
  
July 31,
 2008
NOL Carryover
$    (40,194)
  
$          18,736 
Valuation allowance
40,194 
 
 (18,736)
Net deferred tax asset
$                -
  
    $               -
 
 
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Accounting Basis
The basis is accounting principles generally accepted in the United States of America.  The Company has adopted a July 31 fiscal year end.

 

 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
 
 
 
 
Note 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Inventory
The Company accounts for inventory of raw materials and finished goods on a cost basis.  The inventory is maintained on a first in- first out (FIFO) basis.

Stock-based compensation.
As of July 31, 2009, the Company has not issued any share-based payments to its employees.  The Company adopted SFAS No. 123-R effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1,2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123-R.

Recent Accounting Pronouncements
In April 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP FAS 157-4”).  FSP FAS 157-4 provides guidance on estimating fair value when market activity has decreased and on identifying transactions that are not orderly.  Additionally, entities are required to disclose in interim and annual periods the inputs and valuation techniques used to measure fair value.  This FSP is effective for interim and annual periods ending after June 15, 2009.  
 
The adoption of FSP FAS 157-4 did not have a material impact on the Company’s financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS 157-3”), which clarifies application of SFAS 157 in a market that is not active.  FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements have not been issued.  The adoption of FSP FAS 157-3 had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities.”  This disclosure-only FSP improves the transparency of transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities.  This FSP is effective for the first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged.  The Company adopted this FSP effective January 1, 2009.  The adoption of the FSP had no impact on the Company’s results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP FAS 132(R)-1 requires additional fair value disclosures about employers’ pension and postretirement benefit plan assets consistent with guidance contained in SFAS 157.  Specifically, employers will be required to disclose information about how investment allocation decisions are made, the fair value of each major category of plan assets and information about the inputs and valuation techniques used to develop the fair value measurements of plan assets. This FSP is effective for fiscal years ending after December 15, 2009.  The Company does not expect the adoption of FSP FAS 132(R)-1 will have a material impact on its financial condition or results of operation.

 
 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
 
Note 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Recent Accounting Pronouncements (Continued)
In September 2008, the FASB issued exposure drafts that eliminate qualifying special purpose entities from the guidance of SFAS No. 140, “Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments of Liabilities,” and  FASB  Interpretation 46 (revised December 2003), “Consolidation of  Variable  Interest Entities − an interpretation of ARB  No. 51,” as well as other modifications.  While the proposed revised pronouncements have not been finalized and the proposals are subject to further public comment, the Company anticipates the changes will not have a significant impact on the Company’s financial statements.  The changes would be effective March 1, 2010, on a prospective basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company is not required to adopt FSP EITF 03-6-1; neither does it believe that FSP EITF 03-6-1 would have material effect on its consolidated financial position and results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows.

This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of the provisions of SFAS No. 161, did not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 
 
 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009
 
Note 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited.

The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company adopted this Statement beginning March 1, 2009. It did not an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements.  The Company will adopted this statement beginning March 1, 2009. It did not have an impact on the Company’s consolidated financial position, results of operations or cash flows.
 
 
 
 
GOLDSPAN RESOURCES, INC.
(An Exploration Stage Company)
Notes to Financial Statements
July 31, 2009

NOTE 2.  CAPITAL STOCK

On March 6, 2007, the Company received $5,500 from its founders for 5,500,000 shares of its common stock.

On June 24, 2007, the Company completed an unregistered private offering under the Securities Act of 1933, as amended, relying upon the exemption from registration afforded by Rule 504 of Regulation D promulgated there under.  The Company sold 2,495,000 shares of its $0.001 par value common stock at a price of $0.0075 per share for $18,713 in cash.

Following his appointment as sole officer and director on August 26, 2008, Mr. Alan Shinderman purchased 750,000 shares of the Company's $0.001 par value common stock at a purchase price of $0.001 per share for $7,500 in cash. The Company also canceled 2,500,000 shares of its common stock in connection with the spin-off of certain mineral properties as described in Note 4.

NOTE 3.  GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern.  However, the Company has accumulated deficit of $103,061 as of July 31, 2009.  The Company currently has limited liquidity, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

NOTE 4.  PURCHASE AGREEMENT

Pursuant to a Purchase Agreement, the Company transferred its Pepper Hope mineral claim located in British Columbia to Mr. Jeff Wiegel, its former officer and director (the “Split-Off”), on August 26, 2008. In exchange for receiving ownership of the Pepper Hope claim, Mr. Wiegel has delivered all of his 2,500,000 shares of common stock back to the Company for cancellation. As part of the Split-off, Mr. Wiegel agreed to assume any and all liabilities which may be related to the Pepper Hope mineral claim.

NOTE 5. SUBSEQUENT EVENTS

The Company has analyzed its operations subsequent to July 31, 2009 through November 5, 2009 and has determined that it does not have any material subsequent events to disclose in these financial statements.

 
 
 

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