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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, 2012
 
[  ] 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 26-3342907

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)
836 S Vance St, Unit E, Lakewood, CO

80226

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number: 303-875-1044

 

 

Securities registered under Section 12(b) of the Exchange Act:

 

Title of each class Name of each exchange on which registered
none not applicable

 

Securities registered under Section 12(g) of the Exchange Act:

 

Title of each class Name of each exchange on which registered
none not applicable

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

 

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

 

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

 

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

 

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

 

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

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year end. $4,423,974 as of July 31, 2012

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 73,699,631 as of December 27, 2012 

 

  

TABLE OF CONTENTS

 

Page

PART I

 

Item 1. Business 3
Item 1A. Risk Factors 4
Item 1B. Unresolved Staff Comments 4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4.

Mine Safety Disclosures

4

 

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities 5

Item 6. Selected Financial Data 6
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 6
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 7
Item 8. Financial Statements and Supplementary Data 8
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 9
Item 9A(T). Controls and Procedures 9
Item 9B. Other Information 9

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance 10
Item 11. Executive Compensation 13
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16
Item 13. Certain Relationships and Related Transactions, and Director Independence 17
Item 14. Principal Accountant Fees and Services 17
   
PART IV
     
Item 15. Exhibits, Financial Statement Schedules 18

  

2

PART I

Item 1. Business

 

We were incorporated on March 2, 2007, under the laws of the state of Nevada. Our current business plan is focused on the acquisition and development of certain mineral properties located in Alaska.

 

On April 5, 2012, we entered into a non-binding letter of intent with Alix Resources Corp. (“Alix”) for the potential purchase of an option to acquire a 60% ownership interest in certain mineral properties known as the “Golden Zone Property” located in the State of Alaska (the “Property”). The Property is located along the south flank of the Alaska Range 15 miles west of the Parks Highway, approximately halfway between the cities of Anchorage and Fairbanks. Alix has the existing option on the Property (the “Underlying Option”) which was entered into in September of 2010 with Hidefield Gold Inc. and Mines Trust Company (collectively the "Owners") whereby Alix can earn up to a 70% interest in the Property.

 

The letter of intent contemplates the sale of an option to us which, when exercised in conjunction with the Underlying Option held by Alix, will result in our ownership of 60% of the Property, with Alix retaining 10% ownership.

 

The letter of intent contemplates the sale of an option to us which, when exercised in conjunction with the Underlying Option held by Alix, will result in our ownership of 60% of the Property, with Alix retaining 10% ownership. In order to maintain our rights under the contemplated option agreement and ultimately exercise the option, the letter of intent contemplates that we will make the following payments:

 

a)pay Alix Resources an amount of CDN $1,000,000 as follows:

 

i)an initial amount of CDN $200,000 upon execution of the Definitive Agreement;
ii)an additional amount of CDN $300,000 on or before that date which is 12 months from the date of the Definitive Agreement; and
iii)the remaining amount of CDN $500,000 on or before that date which is 24 months from the date of the Definitive Agreement;

 

b)fund CDN $3,500,000 in exploration expenditures as follows:

 

i)an initial amount of CDN $1,500,000 on or before that date which is 12 months from the date of the Definitive Agreement; and
ii)the remaining CDN $2,000,000 on or before that date which is 24 months from the date of the Definitive Agreement; and

 

c)assume all payment obligations of the Alix Group under the Underlying Agreement, including but not limited to:

 

i)all outstanding and ongoing cash payments required under Section 2.3 of the Underlying Agreement;
ii)all outstanding and ongoing share issuance obligations under Section 2.3 of the Underlying Agreement, such that Goldspan shall issue securities in its capital in lieu and in replacement of Alix Resources issuing securities in its respective capital;
iii)all cash payment and share issuance obligations under Section 2.8 of the Underlying Agreement, such that Goldspan shall issue securities in its capital in lieu and in replacement of Alix Resources issuing securities in its respective capital; and
iv)all lease payments, taxes or other amounts payable to the State of Alaska or other governmental authorities with respect to the Property.

 

Alix is required to notify the Owners of the Property of the letter of intent. Upon exercise of our option, the Owners will have the option to form a joint venture with us and Alix or sell their remaining 30% interest in the Property in exchange for an overriding perpetual royalty equal to 2.5% of the net smelter returns.

3

 

The letter of intent is non-binding and conditional upon the parties’ entry into a definitive agreement, the completion of our due diligence on the Property, and the approval of the Owners and any necessary regulatory approvals.

 

The letter of intent was to expire on May 15, 2012, provided no definitive agreement was reached between the Parties. On June 22, 2012, Alix and Goldspan agreed to extend the May 15, 2012 deadline to July 15, 2012. On July 16, 2012, the letter of intent was further extended to July 25, 2012. On August 7, 2012, the agreement was extended to August 31, 2012, for a payment of $35,000 which was made on August 4, 2012. By additional letter agreement dated November 30, 2012, there has been a new extension of the letter of intent that requires payment of $300,000 due under the original letter of intent in three installments as follows:

 

·CDN $100,000 on or before December 31, 2012
·CDN $100,000 on or before January 31, 2013; and
·CDN $100,000 on or before February 28, 2013

In addition, the November 30, 2012 extension letter requires that we reimburse Alix for all costs incurred in maintaining the Property from April 1, 2012 through November 30, 2012. These costs total approximately US $203,700, and must be paid on or before February 38, 2013. We have also agreed to reimburse certain other parties in amounts totaling $76,911.34. Finally, in consideration for the latest extension, we issued Alix 5,000,000 shares of common stock.

 

Employees

 

We have no employees. We conduct our business through agreements with consultants and other independent third party vendors.

 

Research and Development Expenditures

 

We have not incurred any research or development expenditures since our incorporation.

 

Subsidiaries

 

We have neither formed, nor purchased any subsidiaries since our incorporation.

 

Patents and Trademarks

 

We do not hold any patents or trademarks.

 

Government Regulation and Supervision

 

We are not currently subject to direct federal, state or local regulation other than regulations applicable to businesses generally. Management is unaware of any existing or probable governmental regulations which would materially affect our business.

 

Item 1A. Risk Factors.

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 1B. Unresolved Staff Comments

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Properties

 

We do not currently own or lease any real property.

 

Item 3. 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 4. Mine Safety Disclosures

 

Not applicable.

4

PART II

 

Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market Information

 

Our common stock had been quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. However, due to late filings, the stock has is only currently listed on Pink Sheets. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. Our shares are quoted on the under the symbol “GSPN.”

 

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

Fiscal Year Ending July 31, 2012
Quarter Ended High $ Low $
July 31, 2012 $.09 $.05
April 30, 2012 $.09 $.00
January 31, 2012 $.00 $.00
October 31, 2011 $.03 $.00

 

Fiscal Year Ending July 31, 2011
Quarter Ended High $ Low $
July 31, 2011 n/a n/a
April 30, 2011 $.02 $.02
January 31, 2011 $.02 $.02
October 31, 2010 $.05 $.02

 

Penny Stock

 

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

5

 

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

 

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

 

Holders of Our Common Stock

 

As of December 27, 2012 we had 73,699,631 shares of our common stock issued and outstanding, held by 58 shareholders of record.

 

Dividends

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

 

1. we would not be able to pay our debts as they become due in the usual course of business, or;

 

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

We do not have any equity compensation or incentive plans.

 

Recent Sales of Unregistered Securities

 

None.

 

Item 6. Selected Financial Data

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

6

Results of Operations for the years ended July 31, 2012 and 2011, and the period from inception (March 2, 2007) through July 31, 2012

 

We have not had any revenues since the inception of our business and we earned no revenues during the fiscal year ended July 31, 2012. We incurred expenses and a net loss in the amount of $45,534 for the fiscal year ended July 31, 2012. Our expenses during the fiscal year ended July 31, 2012 consisted of professional fees in the amount of $44,396 and general and administrative expenses of $1,138.

 

We incurred expenses and a net loss in the amount of $178,658 for the fiscal year ended July 31, 2011. Our expenses during the fiscal year ended July 31, 2011 included $160,497 for professional fees, $18,000 for management fees, and general and administrative expenses of $161. Our cumulative net loss for the period from inception (March 2, 2007) through July 31, 2012 was $690,155.

 

We expect to continue to incur operating losses until we are able to establish revenues.

 

Liquidity and Capital Resources

 

As of July 31, 2012, we had $727 in current assets consisting entirely of cash, and we had current liabilities of $26,100 consisting of accounts payable of $3,142 and shareholder loans of $22,958. Thus, as of July 31, 2012 we had a working capital deficit of $25,373.

 

We will require significant financing in order to perform the terms of the purchase transaction for the Golden Zone Property as contemplated by the Letter of Intent and its amendments. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue future or expanded operations. We have incurred cumulative net losses of $690,155 since our inception and require capital for our contemplated operational and marketing activities to take place. Our ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any of our accounting policies currently fit this definition.

 

Recently Issued Accounting Pronouncements

 

We do not expect any recently issued accounting pronouncements to have a material effect on our results of operations, cash flows, or other reported financial results.

 

Purchase or Sale of Equipment

 

We do not expect to purchase or sell any plant or significant equipment other than those pending acquisitions discussed regarding the Golden Zone Property in Alaska.

 

Personnel

 

We currently have no employees other than our named executive officers. We currently do not have specific plans to increase our number of employees.

 

Off Balance Sheet Arrangements

 

As of July 31, 2012, there were no off balance sheet arrangements.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

7

Item 8. Financial Statements and Supplementary Data

 

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 Balance Sheets as of July 31, 2012 and 2011;
F-3 Statements of Operations for the years ended July 31, 2012 and 2011, and from inception on March 2, 2007 through July 31, 2012;
F-4 Statement of Stockholders’ Deficit as of July 31, 2012;
F-5 Statements of Cash Flows for the years ended July 31, 2012 and 2011, and from inception on March 2, 2007 through July 31, 2012;
F-6

Notes to Financial Statements

 

8

Silberstein Ungar, PLLC CPAs and Business Advisors

Phone (248) 203-0080

Fax (248) 281-0940

30600 Telegraph Road, Suite 2175

Bingham Farms, MI 48025-4586

www.sucpas.com

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors

Goldspan Resources, Inc.

Vacaville, California

 

We have audited the accompanying balance sheets of Goldspan Resources, Inc., a Nevada Corporation, as of July 31, 2012 and 2011, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and for the period from March 2, 2007 (inception) through July 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

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

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Goldspan Resources, Inc., as of July 31, 2012 and 2011 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, 2012, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has not yet received revenue from sales of products or services, has negative working capital, and has incurred losses from operations. 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 6. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Silberstein Ungar, PLLC

 

Bingham Farms, Michigan

December 27, 2012

F-1

 GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

BALANCE SHEETS

AS OF JULY 31, 2012 AND 2011

 

ASSETS July 31, 2012  July 31, 2011
      
Current Assets     
Cash and cash equivalents $727   $—   
          
TOTAL ASSETS $727   $—   
          
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         
          
Current Liabilities         
Accounts payable $3,142   $40,084 
Shareholder loans  22,958    19,755 
Total Liabilities  26,100    59,839 
          
STOCKHOLDERS' EQUITY (DEFICIT)         
Common stock - $0.001 par value; 400,000,000 shares authorized; 65,199,631 and 61,449,631 shares issued and outstanding, respectively  65,200    61,450 
Additional paid-in capital  599,582    523,332 
Deficit accumulated during the exploration stage  (690,155)   (644,621)
Total Stockholders' Equity (Deficit)  (25,373)   (59,839)
          
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $727   $—   

  

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

F-2

 GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED JULY 31, 2012 AND 2011

FOR THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2012

 

  For the Year Ended
July 31, 2012
  For the Year Ended
July 31, 2011
  For the Period
from March 2, 2007 (Inception) to
July 31, 2012
         
REVENUES $—     $—     $—   
               
OPERATING EXPENSES              
Management fees  —      18,000    36,880 
Professional fees  44,396    160,497    637,645 
General and administrative  1,138    161    16,630 
TOTAL OPERATING EXPENSES  45,534    178,658    691,155 
               
LOSS FROM OPERATIONS  (45,534)   (178,658)   (691,155)
               
OTHER INCOME (EXPENSE)              
    Gain on extinguishment of debt  —      —      1,000 
               
LOSS BEFORE PROVISION FOR INCOME TAXES  (45,534)   (178,658)   (690,155)
               
PROVISION FOR INCOME TAXES  —      —      —   
               
NET LOSS $(45,534)  $(178,658)  $(690,155)
               
LOSS PER SHARE: basic and diluted $(0.00)  $(0.00)     
               
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: basic and diluted  62,323,948    57,898,946      

  

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

F-3

GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
AS OF JULY 31, 2012

 

  Common Stock   Additional   Accumulated      
   Shares    Amount   Paid in Capital   Deficit   Total 
Inception, March 2, 2007  0   $0   $0   $0   $0 
                         
Shares issued for cash  34,953,602    5,500    0    —      5,500 
                         
Shares issued for cash  15,856,224    2,495    16,218    —      18,713 
                         
Shares issued for cash  311,405    49    9,751    —      9,800 
                         
Net loss for the period ended July 31, 2007  —      —      —      (3,585)   (3,585)
                         
Balance, July 31, 2007  51,121,231    8,044    25,969    (3,585)   30,428 
                         
Net loss for the year ended July 31, 2008  —      —      —      (44,457)   (44,457)
                         
Balance, July 31, 2008  51,121,231    8,044    25,969    (48,042)   (14,029)
                         
Shares issued for cash  4,766,400    750    6,750    —      7,500 
                         
Shares cancelled in spin off on August 26, 2008  (15,888,000)   (2,500)   2,500    —      0 
                         
Net loss for the year ended July 31, 2009  —      —      —      (55,019)   (55,019)
                         
Balance, July 31, 2009  39,999,631    6,294    35,219    (103,061)   (61,548)
                         
Effect of forward stock split  —      33,706    (33,706)   —      —   
                         
Shares issued for services  3,450,000    3,450    456,550    —      460,000 
                         
Debt cancelled as contributed capital  —      —      65,269    —      65,269 
                         
Net loss for the year ended July 31, 2010  —      —      —      (362,902)   (362,902)
                         
Balance, July 31, 2010  43,449,631    43,450    523,332    (465,963)   100,819 
                         
Shares issued for services  18,000,000    18,000    —      —      18,000 
                         
Net loss for the year ended July 31, 2011  —      —      —      (178,658)   (178,658)
                         
Balance, July 31, 2011  61,449,631    61,450    523,332    (644,621)   (59,839)
                         
Shares issues for cash  3,750,000    3,750    76,250    —      80,000 
                         
Net loss for the year ended July 31, 2012  —      —      —      (45,534)   (45,534)
                         
Balance, July 31, 2012  65,199,631   $65,200   $599,582   $(690,155)  $(25,373)

 

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

F-4

 GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JULY 31, 2012 AND 2011

FOR THE PERIOD FROM MARCH 2, 2007 (INCEPTION) TO JULY 31, 2012

 

  For the Year Ended
July 31, 2012
  For the Year Ended
July 31, 2011
  For the Period
from March 2, 2007 (Inception) to
July 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES              
Net loss for the period $(45,534)  $(178,658)  $(690,155)
Adjustments to reconcile net loss to net cash used by operating activities:              
Issuance of common stock for services  —      173,179    478,000 
Changes in operating assets and liabilities:              
   Accounts payable  (24,239)   5,318    77,114 
Cash flows used in operating activities  (69,773)   (161)   (135,041)
               
CASH FLOWS USED IN INVESTING ACTIVITIES  —      —      —   
               
CASH FLOWS FROM FINANCING ACTIVITIES              
Proceeds from shareholder loans  —      —      24,055 
Repayment of shareholder loans  (9,500)   —      (9,800)
Proceeds from common stock issued  80,000    —      121,513 
Cash flows provided by financing activities  70,500    —      135,768 
               
Net increase (decrease) in cash and cash equivalents  727    (161)   727 
               
Cash and cash equivalents – beginning of period  —      161    —   
               
Cash and cash equivalents – end of period $727   $0   $727 
               
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:              
Cash paid for interest $0   $0   $0 
Cash paid for income taxes $0   $0   $0 
               
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:              
Common stock issued for prepaid services $0   $0   $460,000 
Shareholder loan converted to contributed capital $0   $0   $4,000 
Accounts payable converted to contributed capital $0   $0   $61,269 

 

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

F-5

 GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2012

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

Goldspan Resources, Inc. (the Company) was incorporated in the State of Nevada on March 2, 2007. The Company is engaged in the principal business activity of acquiring and developing mineral properties. 

 

Exploration Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by exploration-stage companies. An exploration-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues therefrom.

 

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America.  The Company has adopted a July 31 fiscal year end.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents. The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At times, the Company's bank deposits may exceed the insured amount. Management believes it has little risk related to the excess deposits.

 

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, accounts payable and shareholder loans. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Basic Income (Loss) per Common Share

Basic Income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of July 31, 2012 and 2011.

 

  Year Ended
July 31, 2012
  Year Ended
July 31, 2011
Income (loss) (numerator) $(45,534)  $(178,658)
Shares (denominator)  62,323,948    57,898,946 
Per share amount $(.00)  $(.00)

 

F-6

 GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2012

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Use of Estimates

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

 

Revenue Recognition

The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

 

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company did not incur any advertising expense during the years ended July 31, 2012 and 2011.

 

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the periods shown.

 

Stock-based compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. There has been no stock-based compensation issued to employees.

 

The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock-based compensation issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, stock, stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. There were no common shares issued for services during the fiscal year ended July 31, 2012. There were 18,000,000 common shares valued at $18,000 issued for services during the fiscal year ended July 31, 2011.

 

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.

F-7

 GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2012

 

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements

No recent accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

 

Income Taxes

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

 

As of July 31, 2012, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

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

 

  July 31, 2012  July 31, 2011
Income tax benefit at statutory rate $17,758   $69,677 
Common stock issued for services  —      (67,540)
Valuation  allowance  (17,758)   (2,137)
Income tax expense per books $—     $—   

 

Net deferred tax assets consist of the following components as of:

 

  July 31, 2012  July 31, 2011
Net operating loss carryover $(269,160)  $(251,402)
Valuation allowance  269,160    251,402 
Net deferred tax asset $—     $—   

 

It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of July 31, 2012, there have been no interest or penalties incurred on income taxes.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

F-8

GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2012

 

NOTE 2. PURCHASE AGREEMENT

 

On August 26, 2008, pursuant to a Purchase Agreement, the Company transferred its Pepper Hope mineral claim located in British Columbia to Mr. Jeff Wiegel, its former officer and director (the “Spin-Off”). In exchange for receiving ownership of the Pepper Hope claim, Mr. Wiegel has delivered all of his 15,888,000 shares of common stock back to the Company for cancellation. As part of the Spin-off, Mr. Wiegel agreed to assume any and all liabilities which may be related to the Pepper Hope mineral claim.

 

NOTE 3. CAPITAL STOCK

 

On March 6, 2007, the Company received $5,500 from its founders for 34,953,602 shares of its common stock. On June 24, 2007, the Company completed an unregistered private offering under the Securities Act of 1933, as amended, relying upon the exemption from registration afforded by Rule 504 of Regulation D promulgated thereunder.  The Company sold 15,856,224 shares of its $0.001 par value common stock at a price of $0.00118 per share for $18,713 in cash. On May 6, 2010, the Company sold 311,405 shares of its $0.001 par value common stock at a price of $0.03 per share for $9,800 in cash.

 

Following his appointment as sole officer and director on August 26, 2008, Mr. Alan Shinderman purchased 4,766,400 shares of the Company's $0.001 par value common stock at a purchase price of $0.00157 per share for $7,500 in cash. The Company also canceled 15,888,000 shares of its common stock in connection with the spin-off of certain mineral properties as described in Note 2.

 

As part of the reorganization in November 2009, the Company’s attorney forgave $61,269 in prior accounts payable which was contributed to paid-in capital. On November 11, 2009, the Company’s board of directors approved a forward split of the Company’s common stock on the basis of 6.3552 shares for each share issued and outstanding, payable upon surrender of old certificates. The forward split was approved by FINRA effective December 13, 2009. All share and per share data has been adjusted to reflect such split.

 

On May 20, 2010, the Company amended its Articles of Incorporation to increase its authorized common shares to 400,000,000. Par value remains at $.001. Also, during the fiscal year ended July 31, 2010, the Company issued 3,450,000 common shares at valued at $460,000 to four consultants for investor relation contracts for services to be rendered for periods ranging from three to six months. Prepaid consulting of $155,179 was recorded at July 31, 2010, representing the value of future services to be provided to the Company under these contracts. $304,821 was expensed during fiscal year ended July 31, 2010, and $155,179 was expensed during fiscal year ended July 31, 2011 in connection with these contracts.

 

In October 2010, the Company issued 18,000,000 common shares to Company officers and directors for services rendered. The shares were valued at $18,000.

 

On April 3, 2012, the Company sold 1,250,000 shares of its $0.001 par value common stock at a price of $0.02 per share for $25,000 cash. On April 11, 2012, the Company sold 500,000 shares of its $0.001 par value common stock at a price of $0.02 per share for $10,000 cash. On June 5, 2012, the Company sold 2,000,000 shares of its $0.001 par value common stock at a price of $0.0225 per share for $45,000 cash.

 

NOTE 4. SHAREHOLDER LOANS

 

A shareholder made loans to the Company totaling $20,055 during the fiscal year ended July 31, 2010. The loans are unsecured, due on demand, bear no interest, and have no specified terms of repayment. Repayments totaling $9,500 were made during the fiscal year ended July 31, 2012.

F-9

GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

JULY 31, 2012

 

NOTE 5. SUBSEQUENT EVENTS

 

On March 26, 2012, the board of directors appointed the following new officers and directors:

 

· David Hedderly-Smith – Chief Executive Officer and Chairman of the Board

· Robert W. George II – Director and President

· James McLaughlin – Director, Chief Financial Officer, and Treasurer

· David Saykally – Director and Secretary

 

Concurrently, Robert W. George II resigned as CEO and as the Chairman of the Board.

 

On December 5, 2012, the board of directors appointed the following new officers and directors:

 

· Phillip L. Allen – Director and President

· Iain Stewart – Director, Secretary, Treasurer, and acting Chief Financial Officer

· Robert Carey – Director and Vice President of Marketing

· Robert Ruby – Director

 

Following these appointments, the board accepted the resignations of Robert W. George II as President and Director, James McLaughlin CFO, Director and Treasurer, and David Saykally as Director and Secretary.

 

On April 5, 2012, Goldspan entered into a non-binding letter of intent with Alix Resources Corp. (“Alix”) for the potential purchase of an option to acquire a 60% ownership interest in certain mineral properties known as the “Golden Zone Property” located in the State of Alaska (the “Property”). The Property is located along the south flank of the Alaska Range 15 miles west of the Parks Highway, approximately halfway between the cities of Anchorage and Fairbanks. Alix has the existing option on the Property (the “Underlying Option”) which was entered into in September of 2010 with Hidefield Gold Inc. and Mines Trust Company (collectively the "Owners") whereby Alix can earn up to a 70% interest in the Property.

 

The letter of intent contemplates the sale of an option to us which, when exercised in conjunction with the Underlying Option held by Alix, will result in our ownership of 60% of the Property, with Alix retaining 10% ownership.

 

The letter of intent was to expire on May 15, 2012 provided no definitive agreement was reached between the Parties. On June 22, 2012, Alix and Goldspan agreed to extend the May 15, 2012 deadline to July 15, 2012. On July 16, 2012, the letter of intent was further extended to July 25, 2012. On August 7, 2012, the agreement was extended to August 31, 2012, and a non-refundable deposit of $35,000 was paid. On December 7, 2012, the letter of intent was further extended, and the following payment schedule was agreed to: a series of three $100,000 (Canadian dollars) payments due December 31, 2012; January 31, 2013; and February 28, 2013. Goldspan also agreed to reimburse Alix no later than February 28, 2013 for costs totaling approximately $203,700 relating to the Gold Zone property. Goldspan also agreed to reimburse Alix $76,811, for amounts due under the Underlying Option. In consideration of Alix granting this extension, Goldspan issued 5,000,000 common shares in December, 2012.

 

In accordance with ASC 855-10, the Company’s management has analyzed its operations through the date on which the financial statements were issued, and has determined it does not have any material subsequent events to disclose other than those discussed above.

F-10

GOLDSPAN RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2012

 

NOTE 6. LIQUIDITY AND GOING CONCERN

 

Goldspan Resources has not generated any revenues, has negative working capital, and has suffered losses from operations. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

 

The ability of Goldspan Resources to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations or acquiring or merging with a profitable company. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirements; however, there can be no assurance the Company will be successful in these efforts.

 

NOTE 7. COMMITMENTS AND CONTINGENCIES

 

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

F-11

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

No events occurred requiring disclosure under Item 307 and 308 of Regulation S-K during the fiscal year ending July 31, 2012.

 

Item 9A(T). Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended July 31, 2012. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of July 31, 2012 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of July 31, 2011, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

 

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

 

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Item 9B. Other Information

 

None

9

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, 2012 and their present positions.

 

Name

Age Office(s) held
David Hedderly-Smith 64 Chairman of the Board and CEO
Phillip L. Allen 63 President and Director
Iain Stewart 63 Vice President of Strategic Planning and Director
Robert Carey 46 Vice President of Marketing and Director
Ron Ruby 46 Director

 

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

 

David Hedderly-Smith, Ph.D., P. Geo., CEO and Chairman of the Board, has nearly 40 years of varied experience in the minerals exploration industry. Since the early 1970s, he has worked as a staff exploration geologist for major mining companies and junior exploration companies, a state regulator (three years as the Deputy Director for Minerals in Alaska's Department of Natural Resources in the 1980s), a consultant, and a property owner.

 

Since leaving Alaska's government in 1984, he has worked throughout Alaska, the Western United States and Western Canada as a consultant to major and junior mining and energy companies, Alaskan native corporations, and governmental entities on base and precious metal, uranium, specialty metal, coal, tar sands and water projects.

 

He obtained his MS in geological sciences from the University of Washington in 1975 and his PhD in geology/geochemistry from the University of Utah in 1997. David currently serves as a senior consultant to several Canadian junior exploration companies and is also a director of Alix Resources, a Canadian junior company listed on the TSX-Ventures Exchange.

 

Phillip Allen was appointed President and Director on December 5, 2012. He has over 25 years of varied experience structuring, staffing, managing and helping to fund start up and development stage companies. He has served as President, CEO and Chairman of fully reporting companies he has helped take public on the Over the Counter Bulletin Board. Since February of 2007, Mr. Allen has served as Founder and President of Strategic Development Partners, a boutique capital consulting firm targeting start-up and development stage companies seeking funding, strategic development planning and marketing assistance. Mr. Allen has, for over two decades, provided leadership to start-up companies as a senior management, founder or consultant. Mr. Allen was involved at the senior management or consulting levels of a number of hi-tech companies that he facilitated taking public through reverse mergers. Mr. Allen has personally facilitated the structuring and start-up planning and funding for numerous clients throughout the United States, as well as the Peoples Republic of China. Mr. Allen, through Strategic Development Partners, has been responsible for the capital structure, staffing, seed/first stage funding and strategic planning for two major networks in China, while providing strategic advice and counsel to its founding officers, directors, consultants and advisors to qualify them to trade on the OTC.BB.

 

Mr. Allen has a BS and a BA in business, education and philosophy from Central Michigan University (CMU), and MA in General Educational Administration from CMU in 1980 and has completed doctoral work in labor and industrial relations at Michigan State University.

10

Iain Stewart, PhD was appointed Director and Vice President of Strategic Planning on December 5, 2012. A physicist and mathematician by training, Mr. Stewart brings 32 years of progressive technical and management experience to ensure the success of business clients worldwide. Since 2009, he has worked with Strategic Development Partners to mentor start-up companies in areas of technology and management. Prior to this, from 2006-2009, he was the Principal Technologist at Carrier Access (now Force 10) in developing cell site voice/data compression solutions for mobile carriers. From 2003-2006, Mr. Stewart provided direction, technical support and leadership for regional networks in China and India using a variety of transport solutions including fiber, power line and 4G wireless.

 

From 1998- 2003, as Director of Wireless at CH2M Hill, he led business case analysis and funding procurement with GE Capital, Bank of America, and Blackstone Associates for regional networks in the U.S., Europe and the Far East for delivery of services over fiber, hybrid fiber-coax and wireless. He then managed their deployment.

 

Prior to this, beginning in 1987, Mr. Stewart worked for US WEST, initially creating platforms to integrate traditional switching with voice units for a variety of solutions including information gateways, resort booking and E911. In 1991 he moved to the PCS group where he pioneered new data-communications technologies for interference-prone wireless communications. This culminated in helping legitimize CDMA IS.95 as the 2nd North American standard with the TR45.3 committee. As Senior Engineer at US WEST Wireless, he helped deploy its 14-state CDMA-based cellular network and led the development and deployment of all data-related services for messaging, Internet access and integrated wireless/landline voice mail.

 

Early in his career, Mr. Stewart designed and coded mainframe operating system software and data communications protocols for a variety of projects, particularly in office automation with ICL in the UK, Philips in Holland and Bell Labs in the U.S. Mr. Stewart holds a B.Sc. in Physics and Applied Maths from St Andrews University, a Ph.D. in low-temperature semiconductor technology, an M.Ed. in Education and an M.S. in Systems Analysis and Design.

 

Robert Carey was appointed Director and Vice President of Marketing on December 5, 2012. For the last decade, Mr. Carey has been a strategic consultant and principal partner for several start-up projects, with a heavy focus on environmentally friendly technologies and products. Over his career Mr. Carey has been responsible for raising several million dollars in investment capital. He has also helped pioneer several new technologies in heavy metal extraction and waste cleanup. With a thorough background in computer systems and software, Mr. Carey has been able to turn his knowledge to advantage in devising ways of automating existing manual processes.

 

Mr. Carey currently has a network of clients and former clients throughout the globe, maintaining an excellent record of integrity and follow-through. Through his research and investigative efforts, Mr. Carey has consistently provided key solutions which have helped many of his clients avoid costly missteps.

 

Early in his career, Mr. Carey gained valuable financial experience at a Wall Street brokerage house where he honed his skills in evaluating new opportunities in the high-tech arena. Mr. Carey attended NYU and community college for computer science and has had extensive formal and informal training on a variety of computer systems.

 

Ron Ruby was appointed Director on December 5, 2012. He has over 20 years of experience in the Heavy Equipment Industry. From humble beginnings in the parts warehouse, quickly moving up through Sales/Rental Management for the same dealership in Montana, to managing an excavation company in Wyoming, to starting his own heavy equipment sales and rental company, Equipment Trucks, Inc. (“ETI”) in 2002, he understands how to motivate staff at every level to maintain the highest levels of customer satisfaction. Currently, he services a number of mining clients both domestically and internationally. As a result, Mr. Ruby and his team have grown ETI from a small, local equipment dealer to a company that has repeat customers across the United States as well as in all corners of the world.

 

His knowledge and relationships in the heavy equipment industry, as well as his experience building and managing large construction and heavy equipment companies, will serve Goldspan well as it readies itself for actual production of gold and other precious minerals.

 

There are no family relationships among any of our current or former directors or executive officers.

 

Directors

 

Our bylaws authorize no less than one (1) director. We currently have five Directors including the Chairman of the Board.

 

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.

11

Family Relationships

 

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by the Company to become directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

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

 

Committees of the Board

 

We do not currently have a compensation committee, executive committee, or stock plan committee.

 

Audit Committee

 

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor. Our Board of Directors, which performs the functions of an audit committee, does not have a member who would qualify as an “audit committee financial expert” within the definition of Item 407(d)(5)(ii) of Regulation S-K.

 

Nomination Committee

 

Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.

 

When evaluating director nominees, our directors consider the following factors:

 

- The appropriate size of our Board of Directors;

- Our needs with respect to the particular talents and experience of our directors;

- The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

- Experience in political affairs;

- Experience with accounting rules and practices; and

- The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

 

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

12

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.

 

Code of Ethics

 

As of July 31, 2012, 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

 

Compensation Discussion and Analysis

 

Currently, our compensation system consists only of limited cash compensation paid to those officers and directors who are primarily responsible for the daily operations of the company. The objective of the cash compensation paid by the company is to provide fair reimbursement for the time spent by our executive officers to the extent feasible within the financial constraints faced by our developing business. 

 

Summary Compensation Table

 

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended July 31, 2012 and 2011.

 

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

($)

Vincent J. Franzone, former CEO, President & Director

2011

2012

0

0

0

0

10,000

0

0

0

0

0

0

0

0

0

10,000

0

Fred W. Jackson, former COO & Director

2011

2012

0

0

0

0

5,000

0

0

0

0

0

0

0

0

0

5,000

0

John Baird, former Chairman and former CEO

2011

2012

0

0

0

0

3,000

0

0

0

0

0

0

0

0

0

3,000

0

Robert W. George, former President and Director

2011

2012

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

James McLaughlin, former CFO

2011

2012

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

David Saykally, former Secretary

2011

2012

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

n/a

0

David Hedderly-Smith, Chairman

And CEO

2011

2012

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

Phillip Allen, President and Director

2011

2012

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Iain Stewart, Vice President and Director

2011

2012

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

Robert Carey, Vice President and Director

2011

2012

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

n/a

 

Narrative Disclosure to the Summary Compensation Table

 

We have not entered into any employment agreements or consulting agreements with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers. Our executive officers currently do not receive any regular fixed compensation.

13

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, 2012. 

 

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

(#)

David Hedderly-Smith 0 0 0 0 0 0 0 0 0
Robert W. George II, former officer 0 0 0 0 0 0 0 0 0
James McLaughlin former officer 0 0 0 0 0 0 0 0 0
David Saykally former officer 0 0 0 0 0 0 0 0 0

 

14

Compensation of Directors Table

 

The table below summarizes all compensation paid to our directors for our last completed fiscal year ended July 31, 2012.

 

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

($)

David Hedderly-Smith 0 0 0 0 0 0 0
Robert W. George, former director 0 0 0 0 0 0 0
Vincent J. Franzone, former director 0 0 0 0 0 0 0
Fred W. Jackson, former director 0 0 0 0 0 0 0
John Baird, former director 0 0 0 0 0 0 0

 

Narrative Disclosure to Compensation of Directors Table

 

We do not pay any compensation to our directors at this time.

 

Stock Option Plans

 

We have not adopted any stock option or incentive plans.

15

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 December 27, 2012 by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

 

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 73,699,631 Shares of Common Stock issued and outstanding as of December 27, 2012.

 

Title of Class

Name and address of beneficial owner

Number of Shares
of Common Stock
Percentage
of Common Stock (1)
Common

David Hedderly-Smith

7533 Pinebrook Road

Park City, UT 84098

5,499,994 7.46%
Common

Phillip L. Allen

836 Fernbrook Court

Vacaville, CA 95687

0
Common

Iain Stewart

836 Fernbrook Court

Vacaville, CA 95687

0
Common

Robert Carey

836 Fernbrook Court

Vacaville, CA 95687

0
Common

Ron Ruby

836 Fernbrook Court

Vacaville, CA 95687

0
Common Stock All Officers and Directors as a Group 5,499,994 7.46%
 
Common Stock 5% Shareholders
Common

Alix Resources Corp.

780 W. Ponder St. #1220

Vancouver, B.C. V6C 1H2

Canada

5,000,000 6.78%
Common

L.S., LLC(1)

708 Capitol Ave

Cheyenne, WY 82007

15,634,189 21.21%
Nancy Pavis

44 Harned Drive

Centerpoint, NY 11721

4,700,002 6.38%

 

 

(1)Richard Carey is the Managing Director of L.S., LLC and, in that capacity, has the authority to direct investment and voting decisions with regard to its shares of common stock. The amount of shares shown for L.S., LLC includes 10,000,000 shares acquired in a private transaction from Vincent Franzone which have not been formally transferred, 3,300,000 shares acquired in private transactions from Michael Arnone which have not been formally transferred, and 12,600 shares held in street name.

 

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.

16

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. David Hedderly-Smith currently serves as a director of Alix Resources Corp. As discussed above, we are party to a letter of intent with Alix Resources Corp. regarding the potential purchase of an option to acquire a 60% ownership interest in certain mineral properties known as the “Golden Zone Property” located in the State of Alaska.

Director Independence

 

We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K and there are no applicable listing standards for determining the independence of our directors. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., we believe Ron Ruby is an independent director.

 

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

(prior period audit fee)

Tax Fees

Other Fees

(Quarterly Reviews)

2012 $6,250 $0 $0 $3,000
2011 $8,750 $0 $0 $3,000

 

17

 

PART IV

 

Item 15. Exhibits, Financial Statements Schedules

 

 

(a) Financial Statements and Schedules

 

The following financial statements and schedules listed below are included in this Form 10-K.

 

Financial Statements (See Item 8)

 

Exhibit Number Description
3.1 Articles of Incorporation (1)
3.2 Bylaws (1)
23.1 Consent of Silberstein Ungar, PLLC, Certified Public Accountants
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Letter of Intent with Alix Resources Corp.(2)
99.2 Letter Agreement dated August 7, 2012 re extension of Letter of Intent with Alix Resources Corp.(3)
99.3 Letter Agreement dated November 30, 2012 re extension of Letter of Intent with Alix Resources Corp.

 

(1)Incorporated by reference to Registration Statement on Form SB-2 filed October 2, 2007.
(2)Incorporated by reference to Current Report on Form 8-K filed April 25, 2012.
(3)Incorporated by reference to Annual Report on Form 10-K filed August 23, 2012.
18

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/ David Hedderly-Smith

David Hedderly-Smith

Chief Executive Officer,

and Director

December 31, 2012

 

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/ David Hedderly-Smith

David Hedderly-Smith

Chief Executive Officer

and Director

December 31, 2012

 

By: /s/ Iain Stewart

Iain Stewart

Chief Financial Officer, Treasurer

Secretary and Director

December 31, 2012

 

By: /s/ Phillip Allen

Phillip Allen

President and Director

December 31, 2012

 

By: /s/ Ron Ruby

Ron Ruby

Director

December 31, 2012

 

19