Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Walker Lane Exploration, Inc.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - Walker Lane Exploration, Inc.ex32_1.htm
EX-31.1 - EXHIBIT 31.1 - Walker Lane Exploration, Inc.ex31_1.htm
EX-31.2 - EXHIBIT 31.2 - Walker Lane Exploration, Inc.ex31_2.htm
EX-10.1 - EXHIBIT 10.1 - Walker Lane Exploration, Inc.ex10_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended January 31, 2013
 
[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period                  to __________
 
Commission File Number:  333-146442

 

Goldspan Resources, Inc.
(Exact name of small business issuer as specified in its charter)

 

Nevada 26-3342907
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

836 S. Vance St., Unit E, Lakewood, Colorado 80226  
(Address of principal executive offices)

 

303-875-1044
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [] 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[ ] Yes [X] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 76,699,631 as of March 12, 2013.

1

 



TABLE OF CONTENTS
Page
PART I – FINANCIAL INFORMATION
     
Item 1: Financial Statements 3
Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3: Quantitative and Qualitative Disclosures About Market Risk 7
Item 4T: Controls and Procedures 7

 

PART II – OTHER INFORMATION

 
Item 1: Legal Proceedings 9
Item 1A: Risk Factors 9
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds 9
Item 3: Defaults Upon Senior Securities 9
Item 4: Mine Safety Disclosures 9
Item 5: Other Information 9
Item 6: Exhibits 9
2

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1 Balance Sheets as of January 31, 2013, and July 31, 2012 (unaudited);
F-2 Statements of Operations for the three and six months ended January 31, 2013 and January 31, 2012, and from Inception on March 2, 2007 through January 31, 2013 (unaudited);
F-3 Statements of Cash Flows for the six months ended January 31, 2013 and January 31, 2012 and from Inception on March 2, 2007 through January 31, 2013 (unaudited);
F-4 Notes to Financial Statements

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation and for the financial statements to be not misleading have been included. Operating results for the interim period ended January 31, 2013 are not necessarily indicative of the results that can be expected for the full year.

 

3

GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Balance Sheets (unaudited)

 

ASSETS  January 31,  July 31,
   2013  2012
CURRENT ASSETS          
           
Cash  $5,888   $727 
Deposits   5,000    —   
Total Current Assets   10,888    727 
           
TOTAL ASSETS  $10,888   $727 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
           
CURRENT LIABILITIES          
           
Accounts payable  $27,701   $3,142 
Shareholder loans   —      22,958 
Loan payable   100,000    —   
Interest accrual   1,343    —   
Total Current Liabilities   129,044    26,100 
           
STOCKHOLDERS' DEFICIT          
           
Common stock - $0.001 par value; 400,000,000 shares authorized; 76,699,631 and 61,449,631 shares issued, respectively and outstanding, respectively   76,700    65,200 
Additional paid-in capital   794,332    599,582 
Deficit accumulated during the development stage   (989,188)   (690,155)
           
Total Stockholders' Deficit   (118,156)   (25,373)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT  $10,888   $727 

 

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

F-1

GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Statements of Operations (unaudited)

 

               From Inception
   For the Three  For the Three  For the Six  For the Six  on March 2,
   Months Ended  Months Ended  Months Ended  Months Ended  2007 Through
   January 31,  January 31,  January 31,  January 31,  January 31,
   2013  2012  2013  2012  2013
                
REVENUES  $—     $—     $—     $—     —  
                          
OPERATING EXPENSES                         
                          
Management fees   81,664    —      81,663    —      118,543 
Professional fees   42,973    650    54,103    1,006    693,333 
General and administrative   126,590    95    161,924    115    176,969 
                          
Total Operating Expenses   251,227    745    297,690    1,121    988,845 
                          
LOSS FROM OPERATIONS   (251,227)   (745)   (297,690)   (1,121)   (988,845)
                          
OTHER INCOME/EXPENSE                         
Interest expense   (1,343)   —      (1,343)   —      (1,343)
Extinguishment of debt   —      —      —      —      1,000 
                          
LOSS BEFORE INCOME TAXES   (252,570)   (745)   (299,033)   (1,121)   (989,188)
                          
PROVISION FOR INCOME TAXES   —      —      —      —      —   
                          
NET LOSS  $(252,570)  $(745)  $(299,033)  $(1,121)  $(989,188)
                          
BASIC LOSS PER SHARE:  $—     $—     $—     $—        
Basic and diluted                         
                          
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:                         
Basic and diluted   71,266,298    61,449,631    69,477,409    61,449,631      

 

The accompanying notes are a integral part of these financials statements.

F-2

GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Statements of Cash Flows (unaudited)

 

         From Inception
   For the Six  For the Six  on March 2,
   Months Ended  Months Ended  2007 Through
   January 31,  January 31,  January 31,
   2013  2012  2013
OPERATING ACTIVITIES               
                
Net loss  $(299,033)  $(1,121)  $(989,188)
Adjustments to reconcile net loss to net cash used by operating activities:               
Common stock issued for services   71,250    —      578,000 
Common stock issued for extension fee   100,000    —      71,250 
Changes in operating assets and liabilities:               
(Increase) decrease in deposits   (5,000)   —      (5,000)
Increase (decrease) in accounts payable   24,559    1,006    27,701 
Increase (decrease) in accruals   1,343    —      1,343 
                
Net Cash Used in Operating Activities   (106,881)   (115)   (315,894)
                
INVESTING ACTIVITIES   —      —      —   
                
FINANCING ACTIVITIES               
                
Proceeds from loan   100,000    —      100,000 
Shareholder loans, net   (22,958)   100    —   
Contributed capital   —      —      65,269 
Shares issued for cash   35,000    —      156,513 
                
Net Cash Provided by Financing Activities   112,042    100    321,782 
                
NET INCREASE (DECREASE) IN CASH   5,161    (15)   5,888 
                
CASH AT BEGINNING OF PERIOD   727    —      —   
                
CASH AT END OF PERIOD  $5,888   $(15)  $5,888 
                
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:               
                
CASH PAID FOR:               
                
Interest  $—     $—     $—   
Income Taxes  $—     $—     $—   
                
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:               
                
Common stock issued for prepaid consulting  $—     $—     $460,000 
Common stock issued for option  $—     $—     $100,000 
Shareholder loan converted to contributed capital  $—     $—     $4,000 
Accounts payable converted to contributed capital  $—     $—     $61,269 

 

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

F-3

GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

January 31, 2013 and July 31, 2012

 

 

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2013 and for all periods presented herein, and for them to be not misleading, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s July 31, 2012 audited financial statements. The results of operations for the periods ended January 31, 2013 are not necessarily indicative of the operating results for the full year.

 

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

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

 

Recent Accounting Pronouncements

 

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.

 

NOTE 3 - LOAN DUE TO THIRD PARTY

 

The Company has issued a convertible Note that provides for funding up to $250,000 with terms as follows:

 

Annual interest accrues at the rate of ten (10%) per annum until paid, with the note and interest all due December 31, 2014.

 

The Note may be converted at the option of the note holder at any time prior to December 31, 2013 with the unpaid principal and accrued interest converted at the Common Share price of $.10.

 

 

F-4

NOTE 4 - SUBSEQUENT EVENTS

 

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 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 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 at a valuation of $100,000.

 

Goldspan is currently in default on the agreed to series of $100,000 payments that were to commence December 31, 2012. Management is currently in negotiations with Alix to determine what remedies, if any, may be available to Goldspan in order to continue with the Option on the Golden Zone property, or to abandon the Option altogether.

F-5

NOTE 4 - SUBSEQUENT EVENTS (continued)

 

The Company entered into a Non-Binding Letter of Intent (“LOI”) made and entered into as of the 4th day of March, 2013 by and between Goldspan Resources, Inc and Equipment and Trucks, Inc., a S Corporation located at 1739 S CR 13 C Loveland CO 80537 (“ETI”), both of whom may be collectively referred to throughout this Agreement as “Parties,” or individually as “Party.”

 

The Terms of the Agreement are as follows:

 

WHEREAS , GSPN is in the business of acquiring mining and energy producing properties; and,

 

WHEREAS , ETI is in the business of selling, servicing and renting various heavy and light equipment to companies in the mining and energy industries; and,

 

WHEREAS , the above listed Parties have agreed to enter into this non-binding Letter of Intent;

 

NOW THEREFORE , in consideration for the mutual obligations contained herein, GSPN and ETI, mutually agree as follows:

 

Summary of Terms

1. Purchase of ETI Equity Interest:

GSPN agrees to purchase an 80% interest in ETI in a tax fee stock exchange. GSPN shall perform due diligence of all pertinent documents and company information relating to ETI prior to the execution of the Share Exchange Agreement, including, but not limited to, applicable financial information of ETI, all relevant contracts, documents pertaining to indebtedness and liabilities of ETI, all customer information, product information, business plan, projected earnings as well as all shareholder and issuance information. ETI shall work with GSPN in order to provide all requested documents and information.

 

2. Purchase Price:

The GSPN share exchange amount allocated to the acquisition shall be determined pursuant to the Share Exchange Agreement. GSPN agrees to transfer an earnest deposit equal to 1 million shares of common stock of GSPN in order to show good faith in the negotiation of the Share Exchange Agreement. GSPN shall issue the 1 million shares to ETI upon the execution of this Letter of Intent.

 

2b. Additional Consideration:

As soon as possible after the execution of this LOI, with a goal of completion of March 31, 2013, GSPN agrees to use its best efforts to secure an operating Line of Credit for ETI in a minimum amount of 1.5 million dollars, in order for ETI to expand its current business model and also for use as working capital.

On or before September 30, 2013, GSPN shall use its best efforts to increase the ETI Line of Credit to 5 million dollars.

 

On or before December 31, 2013, GSPN shall use its best efforts to increase the ETI Line of Credit to 10 million dollars.

 

3. Responsibilities of GSPN: During the period while GSPN is seeking to obtain the Letter(s) of Credit or Credit Facilities which will help ETI to grow its business substantially from today’s level, GSPN will provide no operational input or restrictions on the operation of ETI except as to establishing the terms of the ‘credit facility’ or Line of Credit and the accountability thereto.

 

F-6

NOTE 4 - SUBSEQUENT EVENTS (continued)

 

4. Public Filings:

GSPN and ETI shall work together to file all applicable public documents with the Securities and Exchange Commission to disclose the stock exchange.

 

5. Share Exchange Agreement:

The Parties to this Letter of Intent agree to execute a definitive Share Exchange Agreement upon ETI receiving a credit line of at least 5 million dollars. The Share Exchange Agreement shall detail all rights and responsibilities of each Party, as well as actions that must be taken to complete the exchange. As part of the Share Exchange Agreement, Phillip Allen, President of GSPN agrees to serve on the Board of Directors of ETI as well as ETI’s Advisory Board.

 

6. Closing:

The Parties agree that all due diligence, all actions to be taken by both Parties, and the execution of the Share Exchange Agreement shall take place on or before December 31, 2013.

 

F-7

Item 2.  Management’s Discussion and Analysis or Plan of Operation

 

Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”. 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.

 

Company Overview and Plan of Operations

 

We were incorporated on March 2, 2007, under the laws of the state of Nevada.

 

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
4

 

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.

 

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 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 at a valuation of $100,000.

 

Goldspan is currently in default on the agreed to series of $100,000 payments that were to commence December 31, 2012. Management is currently in negotiations with Alix to determine what remedies, if any, may be available to Goldspan in order to continue with the Option on the Golden Zone property, or to abandon the Option altogether.

 

On March 4, 2013, we entered into a non-binding Letter of Intent (the “LOI”) with Equipment & Trucks Inc. (“ETI”) a privately held heavy equipment sales and rental company located in Loveland, Colorado, for the option to purchase an 80% ownership interest in ETI.

 

The LOI provides for the following transactions:

 

  • We have agreed to issue one million (1,000,000) shares of common stock as a good faith deposit toward the contemplated acquisition
  • We have agreed to use our best efforts to secure a line of credit for ETI in the amount of $1.5 million by March 31, 2013
  • We have agreed to use our best efforts to increase the line of credit secured for ETI to a total amount of $5 million by September 30, 2013
  • We have agreed to use our best efforts to increase the line of credit secured for ETI to a total amount of $10 million by December 31, 2013
  • Upon ETI’ receipt of a line of credit in the amount of $5 million, and no later than December 31, 2013, the parties will enter into a definitive share exchange agreement regarding the proposed acquisition.
5

Expected Changes in Number of Employees, Plant, and Equipment

 

We do not have plans to purchase any physical plant or any significant equipment or to change the number of our employees during the next twelve months.

 

Results of Operations for the three and six months ended January 31, 2013

 

We did not earn any revenues from inception on March 2, 2007 through the period ending January 31, 2013. We can provide no assurance that we will produce significant revenues in the future, or, if revenues are earned, that we will be profitable.

 

We incurred operating expenses of $988,845 and net losses in the amount of $989,188 from our inception on March 2, 2007 through the period ending January 31, 2013.  We had no operating income for the three months ended January 31, 2013. We incurred operating expenses in the amount of $251,227 during the three months ended January 31, 2013. These expenses included auditing fees of $6,250, management fees of $81,664, an option fee of $125,000 for the Golden Zone property, legal fees of $13,909 and other costs in the amount of $25,749.

 

By way of comparison we incurred operating expenses in the amount of $745 during the three months ended January 31, 2012. These expenses included transfer agent fees of $650 and bank fees of $95.

 

We incurred operating expenses of $297,690 and a net loss in the amount of $299,033 during the six months ended January 31, 2013, compared to operating expenses and a net loss in the amount of $1,121 during the six months ended January 31, 2012. By way of comparison our operating expenses for the six months ended January 31, 2013 included auditing fees of $6,250, IR Services of $14,745, Legal Fees of $25,039, management fees of $81,663, an option fee of $160,000 for the Golden Zone property and other costs in the amount of $9,993. By way of comparison our operating expenses for the six months ended January 31, 2012 included legal fees of $356, transfer agent fees of $650 and bank fees of $115.  Our losses are attributable to our operating expenses combined with a lack of any revenues during our current stage of development.

 

Liquidity and Capital Resources

 

As of January 31, 2013, we had cash of $5,888 with current assets of $10,888. We had current liabilities of $129,044 and a working capital deficit of $118,156.

 

On December 12, 2012, we received funding in the amount of $100,000 under a 10% Convertible Promissory Note issued to Arlon Franz (the “Note”). The Note bears interest at a rate of 10% per year, with all principal and interest coming due on December 31, 2013. The Note is convertible in whole or in part, at the option of the holder, into shares of our common stock at a price of $0.10 per share.

 

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

 

Off Balance Sheet Arrangements

 

As of January 31, 2013, there were no off balance sheet arrangements.

6

Going Concern

 

Our financial statements have been prepared on a going concern basis. As of January 31, 2013 we had a working capital deficit of $118,156 and an accumulated deficit of $989,188 since inception. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors raise substantial doubt that we will be able to continue as a going concern. Management plans to continue to provide for our capital needs by the issuance of common stock and related party advances.

 

Critical Accounting Policies

 

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

 

Recently Issued Accounting Pronouncements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4T. Controls and Procedures

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of January 31, 2013. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of January 31, 2013, our disclosure controls and procedures were not effective. There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2013.

 

Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

7

Limitations on the Effectiveness of Internal Controls

 

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error.   Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

 

 

8

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

 

Item 1A. Risk Factors

 

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

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Number Description of Exhibit
10.1 10% Convertible Promissory Note issued to Arlon Franz
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, 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
101** The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2013 formatted in Extensible Business Reporting Language (XBRL).

 

9

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Goldspan Resources, Inc.
   
By: /s/ David Hedderly-Smith

David Hedderly-Smith

Chief Executive Officer,

and Director

March 15, 2013

 

 

By: /s/ Iain Stewart

Iain Stewart

Chief Financial Officer, Secretary, Treasurer,

and Director

March 15, 2013

 

10