UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.   20549





FORM 10-K








[ X ]
ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended   August 31, 2011








[    ]
TRANSITION REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from


Commission file number  000-51707








PANEX RESOURCES INC.(Exact name of registrant as specified in its charter)








Nevada

(State or other jurisdiction of incorporation or organization)
00-0000000

(I.R.S. Employer Identification No.)30 Ledgar Road, Balcatta, Western Australia

(Address of principal executive offices)
6021

(Zip Code)





Registrant’s telephone number, including area code  011-61-89-240-6717








Securities registered pursuant to Section 12(b) of the Act:


Title of each class
Name of each exchange on which registeredNone
N/A








Securities registered pursuant to Section 12(g) of the Act:








common stock - $0.001 par value(Title of Class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


[    ] Yes         [ X ]  No





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         [ X ]  No





Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those sections.







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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. 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 preceeding 12 months (or for such shorter period that the registrant was required to submit and post such
files). [   ] Yes         [   ]  No





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. [    ]





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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Larger accelerated filer                                        [     ]
Accelerated filer                     [     ]Non-accelerated filer                                           [     ]

(Do not check if a smaller reporting company)
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). [ X ] Yes         [    ]  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 sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,096,958,072 [78,635,623 X $26.66677] as of February 28, 2011





There were 79,349,908 shares of common stock outstanding on 29 November, 2011.





Documents incorporated by reference:  Exhibit 3.1 (Articles of Incorporation) filed on December 12, 2005 as an Exhibit to Panex’s Form SB-2 (Registration Statement); Exhibit 3.2 (By-laws) filed on December 12, 2005 as an Exhibit to Panex’s Form SB-2 (Registration Statement); Exhibit 10.2 (Letter of Understanding) filed on May 25, 2006 as an Exhibit to Panex’s Form 8-K (Current Report); Exhibit 10.3 (Letter Agreement) filed on June 29, 2006 as an Exhibit to Panex’s Form 8-K (Current Report); Exhibit 10.4 (Share Sale Agreement) filed on July 17, 2006 as an Exhibit to Panex’s Form 8-K (Current Report); and Exhibit 14.1 (Financial Code of Ethics) filed on December 12, 2005 as an
Exhibit to Panex’s Form SB-2 (Registration Statement.)







Page - 2








TABLE OF CONTENTS






PART I
PageItem 1. Business
4Item 1A. Risk Factors
9Item 1B. Unresolved Staff Comments
9Item 2. Properties
9Item 3. Legal Proceedings
9Item 4. (Removed and Reserved)
9PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10Item 6. Selected Financial Data
14Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
14Item 7A. Quantitative and Qualitative Disclosure About Market Risk
17Item 8. Financial Statements and Supplementary Data
17Report of Independent Registered Public Accounting Firm
F-1Balance Sheets
F-2Statements of Operations
F-3Statements of Cash Flows
F-4Statements of Stockholders’ Equity (Deficit)
F-5Notes to the Financial Statements
F-6Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
17Item 9A. Controls and Procedures
18Item 9B. Other Information
19PART IIIItem 10. Directors, Executive Officer and Corporate Governance
20Item 11. Executive Compensation
22Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
23Item 13. Certain Relationships and Related Transactions, and Director Independence
24Item 14. Principal Accounting Fees and Services
24PART IVItem 15. Exhibits, Financial Statement Schedules
25SIGNATURES
27EXHIBIT A
28








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Forward Looking Statements





The information in this annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties, including statements regarding Panex’s capital needs, business strategy and expectations.  Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”,
“will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of
such terms or other comparable terminology.  Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Panex files with the Securities and Exchange Commission.





The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The forward-looking statements in this Form 10-K for the fiscal year ended August 31, 2011, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report.  As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment.  To the extent that the assumed events do not occur, the outcome may vary
substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements.  No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.





All forward-looking statements are made as of the date of filing of this Form 10-K and Panex disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Panex may, from time to time, make oral forward-looking statements.  Panex strongly advises that the above paragraphs and the risk factors described in this Annual Report and in Panex’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Panex to materially differ from those in the oral forward-looking statements.  Panex
disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.





PART I





Item 1.                      Description of Business.





General





Panex Resources Inc. (“Panex” or the “Company”) is a Nevada corporation that was incorporated on May 28, 2004.  On September 27, 2010, Panex changed its name from “De Beira Goldfields Inc.” to “Panex Resources Inc.”  Panex is also a “shell” company as defined by the SEC as a result of only having nominal operations and nominal assets.





Since June 2006, Panex has had its office at 30 Ledgar Road, Balcatta, Western Australia, 6021.  The telephone number at this office is 011-61-89-240-6717.  Panex uses this office space under an arrangement whereby an entity related to the president of the Company provides office administration, accounting and corporate secretarial services to the Company for a fee based on time and hourly charge rates.  Panex maintains its statutory registered agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014.





Panex is an exploration stage company engaged in the acquisition and exploration of mineral properties.  Panex’s plan of operations is to conduct mineral exploration activities on mineral properties in order to assess whether these claims possess commercially exploitable mineral deposits.  Panex’s exploration program will be designed to explore for commercially viable deposits of base and precious minerals, such as gold, silver, lead, barium, mercury, copper, and zinc minerals as well as bulk commodity minerals such as coal, iron and potash.  See “Business of Panex” and “Management’s Discussion and Analysis or Plan of Operations” below for more
information.





On June 15, 2006, Panex entered into an agreement with Emco Corporation (“Emco”) to acquire an 80% interest in Minanca Minera Nanguipa, Compañía Anónima (“Minanca”), subject to certain conditions.  Minanca owns certain mineral exploration property, including plant and equipment, in Ecuador, South America (the “Ecuador Property”).  However, on December 9, 2007 Panex entered into an agreement with Emco to cancel the previously executed acquisition agreement, as Panex concluded that it
is not presently in its best interests to settle the acquisition.






Page - 4





Panex has an authorized capital of 500,000,000 shares of common stock with a par value of $0.001 per share with 79,349,908 shares of common stock currently issued and outstanding.





Panex has not been involved in any bankruptcy, receivership or similar proceedings.  There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of Panex’s business.





Currently, Panex has not obtained an employer identification number for the purpose of registering to do business in the United States.  Panex does not currently conduct any business in the United States nor employ any staff in the United States and is therefore not required by law to obtain an employer identification number at this time.  Panex will take immediate steps to obtain an employer identification number if it becomes necessary to do so at any time in the future.





Business of Panex





Panex is an Exploration Stage Company.  Panex’s principal business is the acquisition and exploration of mineral resources.  Panex currently has no interest in any mineral resources or properties but is continuing to identify and assess viable mineral properties or mineral projects.





Panex is also a “shell” company as defined by the SEC as a result of only having nominal operations and nominal assets.





Panex has not generated any revenues from its mineral exploration activities. From the time of its incorporation in 2004 to early 2008, Panex was activelyengaged in the exploration of various mineral projects that were prospective for gold, silver and copper.  Since 2008, a combination of limited exploration success and a dwindling of its working capital caused Panex to withdraw from its mineral exploration projects.





A.  DeBeira 1 Mineral Claim





On May 20, 2005, the mineral claim known as “De Beira 1” was staked in British Columbia, Canada on behalf of Panex and held in trust for Panex until 2006.  During the year ended August 31, 2006, Panex relinquished ownership of the De Beira 1 mineral claim as it was not considered sufficiently prospective and turned its attention to other opportunities.  An amount of just over $600 was spent on the costs of staking this claim and commissioning a desk-top report on the geology of the area.  Other than this, no work was conducted on the property prior to relinquishing it.





B.  Titiribi Gold/Copper Project – Colombia Property





On May 9, 2006, Panex signed a letter of understanding to acquire up to a 70% interest in the Titiribi Gold / Copper project in Colombia, South America.





Through November 2007, $2,040,000 of exploration expenditures were paid by Panex and recorded as mineral property and exploration costs on its statement of operations.  A further $790,000 was paid to Goldplata during the period up to November 2007.





On January 11, 2008 Panex entered into an agreement with an Australian publicly listed company, Windy Knob Resources Ltd (“Windy Knob”) to assign its interests in the Titiribi project for cash proceeds of $1 million, of which $790,000 was paid to the Goldplata Group for reimbursement of exploration expenditures paid on behalf of Panex, and $210,000 which was paid directly to Panex.  In addition to this, Panex received 3,250,000 shares of Windy Knob common stock, which were sold on May 23, 2008 for cash proceeds of $250,047.





C.  Minanca Project – Ecuador Property





On June 15, 2006, Panex entered into an agreement with Emco Corporation (“Emco”) whereby Panex was granted an option to acquire an 80% interest in Minanca Minera Nanguipa, Compania Anonima (“Minanca”), which owned mineral exploration property in Ecuador, for an aggregate purchase price of $30,400,000 comprised of 10 million restricted common shares of Panex at an issue price of $3 per common share and a cash payment of $400,000.





On June 16, 2006, Panex paid $400,000 as per the terms of the agreement and provided a loan advance of $100,000 to Minanca.  Also, as part of the agreement, Panex was obligated to advance loan amounts of $7,000,000 to Minanca.






Page - 5





On December 9, 2007 Panex entered into an agreement with Emco to rescind the acquisition by Panex of an 80% interest in Minanca as Panex concluded that it is not presently in its best interests to settle the acquisition.  As a consequence, neither party has any further rights or obligations to each other, except that Minanca remains indebted to Panex for an amount of $6,100,000 which it had agreed to pay as follows:





i.
payment of US$250,000 to Panex by close of business on Friday, 14 December 2007;


ii.
payment of US$1,750,000 to Panex within 21 days of the execution of the agreement; and


iii.
payment of the remainder of the loan balance in accordance with the provisions of the June 2006 agreement (which provided for loan repayment from cash surpluses from the sale of mineral products) or as otherwise agreed between the parties.





As of the date of this annual report, the repayments have not been made and as stated above, the loan has been fully provided against, however management continues to seek recovery of all or part of the loan.





D.  Condoroma and Suyckutambo Projects - Peru Property





On July 5, 2006, Panex entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru, which are prospective for gold and silver.  Panex was granted an option to acquire up to 70% interest in each of these two projects on identical terms.  The agreements allowed Panex to acquire an initial interest of 65% by sole funding $4 million in exploration expenditures within a 3 year period (the “Option Period”).  The Option Period commenced on August 4, 2006.  After acquiring 65%, Panex had 60 days to elect to sole fund further expenditures in
order to acquire another 5%, giving it a total interest of 70%.  The additional interest was to be acquired upon the earlier of completing a bankable feasibility study or spending a further $6 million, both within a period of no more than 3 years from the time of the election.  Panex could not withdraw from the agreement after the start of the Option Period until it either incurred $500,000 in exploration expenditures or paid $500,000 to the Goldplata Group.  Through November 2008 a total of $1,110,000 of exploration expenditures have been paid by Panex and recorded as mineral property and exploration costs on the statement of operations.  In September 2007, Panex decided to withdraw from the Condoroma and Suyckutambo Projects as it became apparent that Panex and the permit holders, the Goldplata Group, had different philosophies about how the
projects should be further explored and developed.  Panex favored a measured approach, with a focus on further exploration to maximize the resource potential whereas the Goldplata Group favored a short term development and production strategy





E.  Acandi Project





On October 19, 2006, Panex entered into a preliminary agreement in association with the Goldplata Group to earn an 80% interest in the Acandi copper / gold project in North East Colombia, near the Panama border, by sole funding exploration expenditures and making cash payments to the present beneficial holder of the project interest.  Through August 31, 2007, $525,000 of exploration expenditures was paid by Panex.  In September 2007, Panex withdrew from the Acandi project and there are no residual rights or financial obligations.





Panex’s management and advisers have determined that it is an appropriate time to raise new capital and thereafter to identify and assess undervalued mineral properties for acquisition purposes.  Consequently, whilst Panex has not been actively engaged in exploration activity in the recent past (other than continuing to identify and assess new opportunities), it has continued to be an Exploration Stage Company with a plan of identifying, assessing, acquiring and then exploring mineral projects.





F.  Post-2008





Since 2008 Panex has been looking for feasible mineral properties and mineral projects to acquire or earn an interest in through merger, joint venture or option.  A number of projects have been reviewed since 2008 and up to date.  These projects were located in various locations, including North, Central and South America, Central and Southern Africa, and were considered prospective for various commodities including gold, potash, iron ore, phosphate and coal.  As Panex has had limited funds since 2008, no agreements have been entered into with respect to any of these properties and no exploration work was ever carried out.  Activity was limited to due diligence, essentially
through desktop reviews carried out by management.





Panex continues to locate and negotiate with a target business for the merger of a target business into Panex.  In certain instances, a target business may want to become a subsidiary of Panex or may want to contribute assets to Panex rather than merge.  It is anticipated that management will contact broker-dealers and other persons with whom they are acquainted who are involved with corporate finance matters to advise them of Panex’s existence and to determine if any companies or businesses that they represent have a general interest in considering a merger or acquisition with Panex.  No assurance can be given that Panex will be successful in finding or acquiring a viable target
business.  Furthermore, no assurance can be given that any business opportunity, which does occur, will be on terms that are favorable to Panex or its current stockholders.






Page - 6





A target business, if any, which may be interested in a business combination with Panex may include (1) a company for which a primary purpose of becoming public is the use of its securities for the acquisition of assets or businesses; (2) a company that is unable to find an underwriter of its securities or is unable to find an underwriter of securities on terms acceptable to it; (3) a company that wants to become public with less dilution of its common stock than would occur normally upon an underwriting; (4) a company that believes that it will be able to obtain investment capital on more favorable terms after it has become public; (5) a foreign company that wants to gain an initial entry into the United States
securities market; (6) a special situation company, such as a company seeking a public market to satisfy redemption requirements under a qualified Employee Stock Option Plan; or (7) a company seeking one or more of the other perceived benefits of becoming a public company.





Management believes that there are perceived benefits to being a reporting company with a class of publicly-registered securities.  These are commonly thought to include (1) the ability to use registered securities to make acquisition of assets or businesses; (2) increased visibility in the financial community; (3) the facilitation of borrowing from financial institutions; (4) improved trading efficiency; (5) stockholder liquidity; (6) greater ease in subsequently raising capital; (7) compensation of key employees through stock options; (8) enhanced corporate image; and (9) a presence in the United States capital market.





Panex anticipates that the target businesses or business opportunities presented to it will either (1) be in the process of formation, or be recently organized with limited operating history or a history of losses attributable to under-capitalization or other factors; (2) be experiencing financial or operating difficulties; (3) be in need of funds to develop new products or services or to expand into a new market, or have plans for rapid expansion through acquisition of competing businesses; or (4) have other similar characteristics.  Panex intends to concentrate its acquisition efforts on mineral properties or mineral exploration businesses that management believes to be undervalued or that management
believes may realize a substantial benefit from being publicly owned (collectively, the “Target Operation”).  Given the above factors, investors should expect that any Target Operation may have little or no operating history, or a history of losses or low profitability.





Management does not have the capacity to conduct as extensive an investigation of a Target Operation as might be undertaken by a venture capital fund or similar institution.  The analysis of a Target Operation will be undertaken by, or under the supervision of Panex’s officers and directors, who are not professional business analysts.  In analyzing prospective business opportunities, management may consider such matters as:





●      the available technical, financial and managerial resources;


●      working capital and other financial requirements; history of operations, if any;


●      prospects for the future;


●      nature of present and expected competition;


●      the quality and experience of management services that may be available and the depth of that management;


●      the potential for further research, development, or exploration;


●      specific risk factors not now foreseeable but which then may be anticipated to impact our proposed activities;


●      the potential for growth or expansion;


●      the potential for profit; and


●      the perceived public recognition or acceptance of products, services, or trades name identification.





A Target Operation may have an agreement with a consultant or advisor, providing that services of the consultant or advisor be continued after any business combination.  Additionally, a Target Operation may be presented to Panex only on the condition that the services of a consultant or advisor are continued after a merger or acquisition.  Such pre-existing agreements of a Target Operation for the continuation of the services of attorneys, accountants, advisors or consultants could be a factor in the selection of a Target Operation.





In implementing a structure for the acquisition of a Target Operation, Panex may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity.  Panex may also acquire stock or assets of an existing business.  Depending upon the nature of the transaction, the current officers and directors of Panex may resign their management and board positions with Panex in connection with a change of control or acquisition of a Target Operation and be replaced by one or more new officers and directors.





It is anticipated that any securities issued in any reorganization would be issued in reliance upon exemption from registration under applicable federal and state securities laws.  In some circumstances however, as a negotiated element of its transaction, Panex may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.  If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after Panex has entered into an agreement for a business combination or has consummated a business combination.  The issuance of additional securities and their potential sale into
Panex’s trading market may depress the market value of Panex’s securities in the future.






Page - 7





With respect to any merger or acquisition negotiations with a target business, management expects to focus on the percentage of Panex that the target business stockholder would acquire in exchange for their shareholdings in the Target Operation.  Depending upon, among other things, the Target Operation’s assets and liabilities, Panex’s shareholders will in all likelihood hold a substantially lesser percentage ownership interest in Panex following any merger or acquisition.  Any merger or acquisition effected by Panex can be expected to have a significant dilutive effect on the percentage of shares held by Panex’s shareholders at that time.





At the present time, management has not identified any Target Operation that it plans to pursue, nor has Panex reached any agreement or definitive understanding with any person concerning an acquisition or a business combination.





Management anticipates that the selection of a Target Operation in which to participate will be complex and without certainty of success.  Management believes (but has not conducted any research to confirm) that there are numerous firms seeking the perceived benefits of a publicly registered corporation.  Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, increasing the opportunity to use securities for acquisitions, and providing liquidity for stockholder’s investments.





Property Interests





Panex does not have any mineral property assets or mineral property interests.





Competition





Panex competes with other mining and exploration companies possessing greater financial resources and technical facilities than Panex in connection with the acquisition of mineral exploration claims and in connection with the recruitment and retention of qualified personnel.  Many of Panex’s competitors have a very diverse portfolio and have not confined their market to one mineral or property, but explore a wide array of minerals and mineral exploration properties.  Some of these competitors have been in business for longer than Panex and may have established more strategic partnerships and relationships than Panex.





Management believes that it will have a competitive advantage over its competitors due to its network of contacts, which will enable it to identify and acquire prospective mineral properties more quickly and efficiently than many of its competitors.





Government Controls and Regulations





Panex is not subject to any government controls or regulations as the Company has no interests in any mineral projects.





If and when Panex acquires a mineral property asset or a mineral property interest, its business may be subject to various levels of government controls and regulations, which are supplemented and revised from time to time.  Changes to current local, state or federal laws and regulations in the jurisdictions where Panex will operate could require additional capital expenditures and increased operating and/or reclamation costs.  Panex is unable to predict what additional legislation or revisions may be proposed that might affect its business or when any such proposals, if enacted, might become effective.  Such changes, however, could require increased capital and operating expenditures
and could prevent or delay certain operations by Panex or the property operators.   Although Panex is unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomical.





Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour Contracts





Panex currently does not own any patents or trade marks.  Also, Panex is not party to any license or franchise agreements, concessions, royalty agreements or labor contracts arising from any patents or trademarks.




Number of Total Employees and Number of Full Time Employees





There are no employees at the present time, with the exception of its two executive officers.






Page - 8





Item 1A .  Risk Factors





Panex is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.





Item 1B.  Unresolved Staff Comments





Panex is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.





Item 2.                      Description of Property





Since June 2006, Panex has had its office at 30 Ledgar Road, Balcatta, Western Australia, 6021.  The telephone number at this office is 011-61-89-240-6717.  Panex uses this office space under an arrangement whereby Corporate Consultants Pty Ltd, an entity related to the president and director of the Company provides office administration, accounting and corporate secretarial services to Panex for a fee based on time and hourly charge rates.





Item 3.                      Legal Proceedings





Panex is not a party to any pending legal proceedings and, to the best of management’s knowledge, none of Panex’s property or assets are the subject of any pending legal proceedings.





Item 4.  (Removed and Reserved)








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PART II





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





(a)           Market Information





Panex’s shares of common stock were quoted on the FINRA OTC Bulletin Board under the symbol “DBGF” from March 8, 2006 to December 17, 2007.  Since then Panex’s shares of common stock have been quoted on the Pink Sheets OTCQB under the symbol “OTCQB:DBGF”.





The following table gives the high and low bid information for each fiscal quarter Panex’s common stock has been quoted for the last two fiscal years and for the interim period ended November 23, 2011.  The bid information was obtained from Pink OTC Markets, Inc. and reflects inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.





High & Low BidsPeriod ended
High
Low
Source23 November 2011
$0.08
$0.04
Pink OTC Markets, Inc.31 August 2011
$0.115
$0.07
Pink OTC Markets, Inc.31 May 2011
$0.115
$0.062
Pink OTC Markets, Inc.28 February 2011
$0.071
$0.02
Pink OTC Markets, Inc.30 November 2010
$0.081
$0.02
Pink OTC Markets, Inc.31 August 2010
$0.047
$0.0301
Pink OTC Markets, Inc.31 May 2010
$0.05
$0.03
Pink OTC Markets, Inc.28 February 2010
$0.0504
$0.035
Pink OTC Markets, Inc.30 November 2009
$0.10
$0.04
Pink OTC Markets, Inc


(b)           Holders of Record





Panex has approximately 66 holders of record of Panex’s common stock as of August 31, 2011 according to a shareholders’ list provided by Panex’s transfer agent as of that date.  The number of registered shareholders does not include any estimate by Panex of the number of beneficial owners of common stock held in street name.  The transfer agent for Panex’s common stock is Empire Stock Transfer Inc., 1859 Whitney Mesa Drive, Henderson, Nevada, 89014 and their telephone number is 702-818-5898.





(c)      Dividends





There are no restrictions in Panex’s Articles of Incorporation or By-laws that restrict Panex from declaring dividends. The Nevada Revised statutes, however, do prohibit Panex from declaring dividends where, after giving effect to the distribution of the dividend:





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





2.
Panex’s total assets would be less than the sum of its total liabilities, plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.





Panex has declared no cash dividends on its shares of common stock and is not subject to any restrictions that limit its ability to pay cash dividends on its shares of common stock.  Cash dividends are declared at the sole discretion of Panex’s Board of Directors.





On March 10, 2006, the Board of Directors declared a stock split effected in the form of a stock dividend on the basis of seven additional shares of common stock being issued for every one share of common stock outstanding. The stock dividend was paid out on March 23, 2006.





On June 5, 2006, the Board of Directors declared a second stock split effected in the form of a stock dividend on the basis of one additional share of common stock being issued for every two shares of common stock outstanding, which was the same effect as a 3:2 forward split. The stock dividend was paid out on June 15, 2006 and was effective June 16, 2006.






Page - 10





(d)           Recent Sales of Unregistered Securities





There have been no sales of unregistered securities within the last three years that would be required to be disclosed pursuant to Item 701 of Regulation S-K, except for the following:





February 2009 - $0.01 Private Placement Offering





On February 28, 2009, the board of directors authorized the issuance of 1,600,000 restricted shares of common stock at a subscription price of $0.01 per restricted share.  Panex raised $16,000 in cash in this closing, and on June 19, 2009 issued an aggregate 1,600,000 restricted shares of common stock to three non-US subscribers outside the United States.





Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the three non-US subscribers outside the United States in this one closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation.  Panex received from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a)
the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.





February 2009 - $0.01 Shares For Debt Offering





Also, on February 28, 2009, the board of directors approved the settlement of debt for shares at a settlement price of $0.01 per restricted share.   Panex settled $125,000 in debt in this closing, and on June 19, 2009 issued an aggregate 12,500,000 restricted shares of common stock to four non-US creditors outside the United States.





Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the four non-US creditors outside the United States in this one closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation.  Panex received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among others,
that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.





May 2009 - $0.01 Shares For Debt Offering





On May 29, 2009, the board of directors approved the settlement of debt for shares at a settlement price of $0.01 per restricted share.   Panex settled $15,000 in debt in this closing, and on June 19, 2009 issued an aggregate 1,500,000 restricted shares of common stock to two non-US creditors outside the United States.





Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the two non-US creditors outside the United States in this one closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation.  Panex received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among others,
that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.






Page - 11





October 2009 - $0.01 Private Placement Offering





On October 19, 2009, the board of directors authorized the issuance of 4,000,000 restricted shares of common stock at a subscription price of $0.01 per restricted share.  Panex raised $40,000 in cash in this closing, and on October 19, 2009 issued an aggregate 4,000,000 restricted shares of common stock to two non-US subscribers outside the United States.





Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the two non-US subscribers outside the United States in this one closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation.  Panex received from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a)
the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.





October 2009 - $0.01 Shares For Debt Offering





On October 19, 2009, the board of directors approved the settlement of debt for shares at a settlement price of $0.01 per restricted share.   Panex settled $23,500 in debt in this closing, and on October 19, 2009 issued an aggregate 2,350,000 restricted shares of common stock to two non-US creditors outside the United States.





Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the two non-US creditors outside the United States in this one closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation.  Panex received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among others,
that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.





January 2010 - $0.01 Shares For Debt Offering





On January 7, 2010, the board of directors approved the settlement of debt for shares at a settlement price of $0.01 per restricted share.   De Beira settled $10,000 in debt in this closing, and on January 7, 2010 issued an aggregate 1,000,000 restricted shares of common stock to one non-US creditor outside the United States.





De Beira set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the one non-US creditor outside the United States in this one closing, De Beira relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that De Beira complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation.  De Beira received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among
others, that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.








Page - 12







December 2010 - $0.05 Shares For Debt Offering





On December 20, 2010, the board of directors approved the settlement of debt for shares at a settlement price of $0.05 per restricted share.  Panex settled an aggregate $615,156 in debt in this closing, and issued an aggregate 12,303,123 restricted shares of common stock to seven non-US creditors outside the United States.





Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value.  All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.





For the seven non-US creditors outside the United States in this closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission.  Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933.  The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation.  Panex received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among others,
that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer.  No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.





Except as disclosed above, there are no other outstanding options or warrants to purchase, or securities convertible into, shares of Panex’s common stock at this time.





(e)           Penny Stock Rules





The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a 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 shares of Panex will remain penny stock for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in Panex will be subject to rules 15g-1 through 15g-10 of the Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.





The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which:





·
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;


·
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 to such duties or other requirements;


·
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;


·
contains a toll-free telephone number for inquiries on disciplinary actions;


·
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and


·
contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation.





The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:





·
with bid and offer quotations for the penny stock;


·
the compensation of the broker-dealer and its salesperson in the transaction;


·
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


·
monthly account statements showing the market value of each penny stock held in the customer’s account.






Page - 13





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 to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for Panex’s stock because it will be subject to these penny stock rules.  Therefore, stockholders may have
difficulty selling those securities.





Item 6.                      Selected Financial Data





Panex is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.





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





The following discussion and analysis should be read in conjunction with the Financial Statements and Notes to the Financial Statements filed with this Report.





Business Overview





Panex was incorporated in the State of Nevada on May 28, 2004 and changed its name from “De Beira Goldfields Inc.” to “Panex Resources Inc.” on September 27, 2010.  Panex is also a “shell” company as defined by the SEC as a result of only having nominal operations and nominal assets.  Panex’s primary business is the acquisition and exploration of mineral resources.  Panex is an Exploration Stage Company.





The financial statements for the year ended August 31, 2011 have been prepared assuming Panex will continue as a going concern.  Panex has incurred net losses of approximately $300,000 and $214,000 for the years ended August 31, 2011 and 2010.  The report of the independent registered public accounting firm on Panex’s financial statements as of and for the year ended August 31, 2011 includes a ‘going concern’ explanatory paragraph which means that the accounting firm has expressed substantial doubt about Panex’s ability to continue as a going concern.  Management’s plans with respect to these matters are described in this section and in its financial
statements, and does not include any adjustments that might result from the outcome of this uncertainty.  There is no guarantee that Panex will be able to raise the funds or raise further capital for the operations planned in the future.





Plan of Operation





Panex is seeking a viable business opportunity through acquisition, merger or other suitable business combination method, with a focus on undervalued mineral properties for eventual acquisition. Panex’s plan of operation in order to execute this strategy over the next 12 months is to recapitalize itself, raise new capital and seek new investment opportunities in the mineral sector.  Following the completion of capital raisings, Panex will continue to identify and assess mineral properties or mineral exploration businesses that management believes to be undervalued or that management believes may realize a substantial benefit from being publicly owned.  Additionally, Panex will continue to
seek a viable business opportunity through acquisition, merger or other suitable business combination method, with a focus on undervalued target businesses with an interest in mineral properties or mineral projects.





An estimated timeline for execution of this plan is as follows:





Time span
ActivityWithin 3 to 4 months after completing the capital raising
Identify and do initial assessment of mineral projects and qualify the short list to 2 to 3 propertiesWithin 4 to 6 months after completing the capital raising
Complete detailed due diligence of the short-listed properties, commercial negotiations and make acquisition(s), preferably via farm-in arrangements.Within 6 to 7 months after completing the capital raising
Commence exploration activities






Page - 14





The above is only an indicative timeline and the identified activities may take longer or less time than indicated above, depending on availability of external contractors, time taken to conduct due diligence, and time taken to complete commercial negotiations.





In the mineral sector, it is an established practice for companies to earn an interest in a mineral project on a progressive basis by expending funds on mineral exploration programs.  Such arrangements allow companies to continue to expend funds in order to earn an interest if exploration results are encouraging and conversely, if exploration results are not encouraging, companies can terminate or withdraw from such arrangements without further financial commitment.  Such arrangements are commonly referred to as “farm-in” arrangements.  Panex has successfully negotiated farm-in arrangements in the past and, subject to identifying suitable mineral projects, Panex’s
management believes Panex can again enter into such arrangements.  See “Business of Panex” above for more information on past farm-in arrangements.





Panex’s sole director, Klaus Eckhof, has contacts in the mineral sector; amongst mineral permit holders, industry promoters, government mining departments, geologists, mining engineers, and equipment suppliers.  Panex’s management have successfully (in Panex previously and in other entities) put together teams with diverse skills to explore and manage mineral properties.  This process is assisted by their contacts amongst drilling companies, laboratories, supplies procurement agencies, labour recruitment agencies and transport and freight companies.





During the next 12 months, management does not anticipate generating any revenue.  Any additional funding required will come from equity financing from the sale of Panex’s common stock.  If Panex is successful in completing an equity financing, existing stockholders will experience dilution of their interest in Panex.  Management does not have any financing arranged and cannot provide investors with any assurance that Panex will be able to raise sufficient funding from the sale of its common stock to fund its plan of operation.  In the absence of such financing, Panex’s business will fail.





Based on the nature of its business, Panex anticipates incurring operating losses in the foreseeable future.  Panex bases this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Panex’s future financial results are also uncertain due to a number of factors, some of which are outside its control.  These factors include, but are not limited to:





·
Panex’s ability to raise additional funding;


·
the market price for minerals; and


·
Panex’s ability to identify viable mineral property assets or mineral property interests.





Due to Panex’s lack of operating history and present inability to generate revenues, Panex’s auditors have stated their opinion that there currently exists substantial doubt about Panex’s ability to continue as a going concern.





Accounting and Audit Plan





Panex intends to continue to have Corporate Consultants Pty Ltd., its outside consultant, assist in the preparation of Panex’s quarterly and annual financial statements and have these financial statements reviewed or audited by Panex’s independent registered public accounting firm.  Corporate Consultants Pty Ltd. is expected to charge Panex approximately $2,000 to prepare Panex’s quarterly financial statements and approximately $5,000 to prepare Panex’s annual financial statements.  Panex’s independent auditor is expected to charge approximately $4,000 to review each of Panex’s quarterly financial statements and approximately $12,500 to audit Panex’s
annual financial statements.  In the next 12 months, Panex anticipates incurring approximately $35,500 to pay for its accounting and audit requirements.





SEC Filing Plan





Panex expects to incur filing costs of approximately $4,000 per quarter to support its quarterly and annual filings.  In the next 12 months, Panex anticipates spending approximately $16,000 for costs to pay for three quarterly filings and one annual filing.





Results of Operations





Panex has generated no operating revenues since its inception on May 28, 2004 through the year ended August 31, 2011.  For the year ended August 31, 2011, Panex had interest income of $575 compared to $446 for the year ended August 31, 2010.





Total operating expenses for the year ended August 31, 2011 were $250,019 compared to $144,814 for the year ended August 31, 2010.  Operating expenses were higher in fiscal year 2011 than 2010 due primarily to higher professional fees as a result of preparing a Form S-1 Registration Statement and several amendments ($124,075 and $69,315 in fiscal years 2011 and 2010, respectively). In addition, management fees and some professional fees are invoiced in Australian dollars and the Australian dollar increased in value against the United States dollar over the year ($58,682 loss and $13,686 loss in fiscal years 2011 and 2010, respectively).






Page - 15





Liquidity and Capital Resources





As of August 31, 2011, Panex had cash of $19,357 and a working capital deficit of $998,140.  During the year ended August 31, 2011, Panex used $63,456 in operating activities compared to $44,420 in the prior year. As previously noted, Panex is not generating revenues and accordingly has not generated any cash flows from operations.  Panex is uncertain as to when it will produce cash flows from operations to meet operating and capital requirements and will require significant funding from external sources.





During the years ended August 31, 2011 and 2010, no cash was used to repay any debt, however, $615,156 of accounts payable, accrued liabilities and debt from an unrelated third party was converted to common stock during fiscal 2011 and $33,500 of debt was converted to common stock during fiscal 2010. Loan funds of $50,000 were received from an unrelated third party.





Panex is in the process of finalizing plans for a private placement to raise new capital of between $2 million to $3 million.





Critical Accounting Policies





Panex has identified the following policies below as critical to its business and results of operations.  Panex’s reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments.  These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations.  For all of these policies, management cautions that future events rarely develop exactly as expected, and the best estimates routinely require adjustment.  Specific risks associated with these critical accounting policies are
described in the paragraphs below.





Mineral property and exploration costs





Panex has been in the exploration stage since its formation on May 28, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to
operations.





Valuation of loan advances





Panex evaluates loan advances for possible collectibility concerns on a quarterly basis. Panex considers both the intent or ability of the borrower to repay the loan advances as part of its collectibility analysis. Allowances are recorded against the loan advances in an amount management believes would be adequate to cover estimated losses, based on its evaluation of the collectibility of the loan advances.





Outlook





As of August 31, 2011, Panex had cash and cash equivalents of $19,357 and a working capital deficit of $998,140.  Panex will need to raise additional capital to execute its business plan of project identification and assessment.  Although the agreement for the acquisition of an 80% interest in Minanca has been cancelled, management continues to seek recovery of all or part of the $6.1 million owed to Panex on the loan. As mentioned previously, management intends to recapitalize the Company, raise new capital and seek new investment opportunities within the mineral sector. Management believes that its worldwide industry contacts will make it possible to raise capital and identify and assess new
projects.





If Panex does not receive sufficient funding on a timely basis, it could have a material adverse effect on its liquidity, financial condition and business prospects.  Additionally, if Panex receives funding, it may be on terms that are not favorable to Panex and its shareholders.






Page - 16





Off-Balance Sheet Arrangements





Panex does not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.





Recent Accounting Pronouncements





The Company continually assesses any new accounting pronouncements to determine their applicability.  Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.  A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, the Company has not determined
whether implementation of such proposed standards would be material to the Company’s financial statements.  New pronouncements assessed by the Company recently are discussed below:





In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income(“ASU 2011-05”).  ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011 (March 1, 2012 for the Company).  The
Company does not expect the adoption of ASU 2011-04 to have a material impact on its results of operations, financial condition, or cash flows.





In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06).  This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy.  In addition, the update requires enhanced disclosures of the valuation techniques and inputs
used in the fair value measurements within Levels 2 and 3.  The new disclosure requirements were effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010 (September 1, 2011 for the Company).  As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the full adoption of this update will have a material effect on its financial statements.





Item 7A. Quantitative and Qualitative Disclosures About Market Risk





Panex is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.





Item 8.                      Financial Statements and Supplementary Data





Panex’s financial statements are stated in United States Dollars (US$) and are prepared in accordance with accounting principles generally accepted in the United States of America.  See Exhibit A – Financial Statements attached below.





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





Not applicable.






Page - 17





Item 9A. Controls and Procedures





Disclosure Controls and Procedures





In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by Panex’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of Panex’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of August 31, 2011.  Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods
specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.





Based on that evaluation, Panex’s management concluded, as of the end of the period covered by this report, that Panex’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC rules and forms and that such information was not accumulated or communicated to management to allow timely decisions regarding required disclosure, for the reasons listed below in management’s report on internal control over financial reporting.





Management’s Report on Internal Controls over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A.  Panex’s internal control over financial reporting is a process designed under the supervision of Panex’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Panex’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  Internal control over financial reporting includes those policies and procedures that:





·
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of Panex’s assets;





·
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and





·
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Panex’s assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.





Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2011, based on criteria established in Internal Control –Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  As a result of this assessment, management identified material weaknesses in internal control over financial reporting.





A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Panex’s annual or interim financial statements will not be prevented or detected on a timely basis.





The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on Panex’s board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end
financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by Panex’s Chief Financial Officer and communicated to the board of directors.








Page - 18







As a result of the material weaknesses in internal control over financial reporting described above, management has concluded that, as of August 31, 2011, Panex’s internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Frameworkissued by COSO.





Management believes that the material weaknesses set forth above did not have an affect on Panex’s financial results.  Management also believes that the lack of a functioning audit committee and lack of a majority of outside directors on Panex’s board of directors caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial reporting.





Panex is committed to improving its financial organization.  As part of this commitment and when funds are available, Panex will create a position within Panex’s accounting and finance team to segregate duties consistent with its control objectives and will increase its personnel resources and technical accounting expertise within the accounting function by:  i) appointing one or more outside directors to its board of directors who will also be appointed to the audit committee of Panex resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; and ii) preparing and
implementing sufficient written policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.





Management believes that the appointment of one or more outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on Panex’s Board.  In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses:  (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting
processes.  Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department.  Additional personnel will also provide the cross training needed to support Panex if personnel turn-over issues within the department occur.  This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues Panex may encounter in the future.





Management will continue to monitor and evaluate the effectiveness of Panex’s internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.





Panex’s independent registered public accounting firm has not issued an attestation report regarding Panex’s internal control over financial reporting.  As a result, this annual report does not include such a report.  Panex was not required to have, nor has Panex, engaged its independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit Panex to provide only management’s report in this annual report.





Changes in Internal Controls





There were no changes in Panex’s internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended August 31, 2011, that materially affected, or are reasonably likely to materially affect, Panex’s internal control over financial reporting.





Item 9B.  Other Information





During the fourth quarter of the year covered by this Form 10-K, Panex had no information to be disclosed as required on a Form 8-K that was not previously disclosed.






Page - 19





PART III





Item 10.         Directors, Executive Officers, and Corporate Governance





(a)           Identify Directors and Executive Officers





The directors named below will serve until the next annual meeting of the stockholders.  Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting.  Officers will hold their positions at the discretion of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.  There is no arrangement or understanding between the directors and officers and any other person pursuant to which any director or officer was to be selected as a director or officer.





The names, addresses, ages and positions of Panex’s officers and directors that held their positions during or since the fiscal year ended August 31, 2011 are set forth below:





Name and Address
Age
PositionsKlaus Eckhof

30 Ledgar Road

Balcatta, Western Australia, 6021
53
Chairman, Chief Executive Officer and directorSusmit Shah

30 Ledgar Road

Balcatta, Western Australia, 6021
55
Chief Financial Officer, and Treasurer, Corporate Secretary





Klaus EckhofDipl. Geol. TU, AusIMM●  Mr. Eckhof  has been the Chairman of Panex since May 2006 and was appointed sole director and Chief Executive Officer on June 1, 2008.  Mr. Eckhof is a senior exploration geologist and a member of the Australian Institute of Mining and Metallurgy. Mr Eckhof has many global contacts and has been instrumental in sourcing and developing successful projects in Australia, Africa, Russia, South America and the Philippines.





Since 1994, Mr. Eckhof has managed his own geological consultancy company and has considerable experience in assessing and acquiring mineral prospects around the world.  He was formerly President and Chief Executive Officer of Moto Goldmines Limited (“MGL”). Within 4 years from Mr Eckhof’s appointment, MGL discovered just under 20 million ounces of gold and completed a Bankable Feasibility Study at the Moto Gold Project in the Democratic Republic of Congo (DRC).  MGL was subsequently acquired by Rangold Resources. He is currently a director of KILO Goldmines Ltd, Carnavale Resources Ltd and Erongo Energy Limited.





During the past three years, Mr. Eckhof has also served as a director of the following listed companies: Condor Resources Plc. (September 1996-April 2011), African Metals Corporation (November 2005 to January 2011), and Aspire Mining Limited (formerly Windy Knob Resources Ltd) (April 2008 to September 2009).





Susmit Mohanlal Shah CA, Corporate● Mr. Shah has been the Chief Financial Officer, Treasurer, and Corporate Secretary of Panex since June 2006.  Mr. Shah is a chartered accountant with over 20 years’ experience.  Over the last 15 years, Mr. Shah has been involved with a diverse range of Australian public listed companies in company secretarial and financial roles.





(b)           Identify Significant Employees





Panex currently does not have any significant employees, with the exception of its executive officers.





(c)           Family Relationships





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






Page - 20





(d)           Involvement in Certain Legal Proceedings





During the past ten years, none of Panex’s directors or officers has been:





·
a general partner or executive officer of any business against which any bankruptcy petition was filed, either at the time of the bankruptcy or two years prior to that time;


·
convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);


·
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 involvement in any type of business, securities or banking activities;


·
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or
continuing any conduct or practice in connection with such activity, or to be associated with persons engaged in any such activity;


·
found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;


·
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;


·
the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:


·
any Federal or State securities or commodities law or regulation; or


·
any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or


·
any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or


·
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.





(e)           Compliance with Section 16(a) of the Exchange Act





All reports were filed with the SEC on a timely basis and Panex is not aware of any failures to file a required report during the period covered by this annual report.





(f)           Nomination Procedure for Directors





Panex does not have a standing nominating committee; recommendations for candidates to stand for election as directors are made by the board of directors.  Panex has not adopted a policy that permits shareholders to recommend candidates for election as directors or a process for shareholders to send communications to the board of directors.





(g)           Audit Committee Financial Expert





Panex does not have a separately-designated standing audit committee. Susmit Shah, Panex’s chief financial officer has skills and experience commensurate with an “audit committee financial expert”.






Page - 21





(h)           Identification of Audit Committee





Panex does not have a separately-designated standing audit committee.  Rather, Panex’s board of directors performs the required functions of an audit committee.  Panex’s board of directors is responsible for: (1) selection and oversight of Panex’s independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by Panex’s employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the
audit committee.





(i)           Code of Ethics





Panex has adopted a code of ethics that applies to all its executive officers and employees, including its CEO and CFO.  See Exhibit 14.1 – Code of Ethics for more information.  Panex undertakes to provide any person with a copy of its code of ethics free of charge.  Please contact Susmit Shah at 011-61-8-9240-6717 to request a copy of Panex’s code of ethics.  Management believes Panex’s code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide
accountability for adherence to the code.





Item 11.  Executive Compensation





Panex has paid $24,502 and $53,638 in compensation to its named executive officers during its fiscal years ended August 31, 2011 and 2010, respectively.





SUMMARY COMPENSATION TABLE





Name and principal position





(a)
Year







(b)
Salary





($)

(c)
Bonus





($)

(d)
Stock Awards



($)

(e)
Option Awards



($)

(f)
Non-Equity Incentive Plan



($)

(g)
Non-qualified Deferred Compen-

sation Earnings ($)

(h)
All other compen-sation



($)

(i)
Total





($)

(j)Klaus Eckhof

Chairman

May 2006 – present

CEO and President

June 2008 - present
2009

2010

2011
43,799

53,638

24,502
nil

nil

nil
nil

nil

nil
nil

nil

nil
nil

nil

nil
nil

nil

nil
nil

nil

nil
43,799

53,638

24,502Susmit Shah (1)

CFO

June 2006 – present
2009

2010

2011
21,492

30,687

52,398
nil

nil

nil
nil

nil

nil
nil

nil

nil
nil

nil

nil
nil

nil

nil
nil

nil

nil
21,492

30,687

52,398





(1)Administration, accounting and secretarial fees of $52,398 (2010 - $30,687) were paid or payable to Corporate Consultants Pty Ltd, a company in which Mr. Shah is a director and has a beneficial interest.





Since Panex’s inception, no stock options, stock appreciation rights, or long-term incentive plans have been granted, exercised or repriced.





Currently, there are no arrangements between Panex and any of its directors whereby such directors are compensated for any services provided as directors.





There are no other employment agreements between Panex and any named executive officer, and there are no employment agreements or other compensating plans or arrangements with regard to any named executive officer which provide for specific compensation in the event of resignation, retirement, other termination of employment or from a change of control of Panex or from a change in a named executive officer’s responsibilities following a change in control.






Page - 22





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





The following tables set forth, as of the date of this annual report, the total number of common shares owned beneficially by Panex’s director and officers, individually and as a group, and the present owners of 5% or more of Panex’s total outstanding common shares.  The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.





Security Ownership of Certain Beneficial Owners (more than 5%)





(1)

Title of Class
(2)

Name and Address of Beneficial Owner
(3)

Amount and Nature of Beneficial Owner[1]
(4)

Percent

of Class[4]shares of

common stock
Lars Pearl

Hofnerstrasse 13

Unterageri, Switzerland 6341
5,250,000
6.62%shares of common stock
Carrington International Ltd. [2]

Schloss Enzesfeld A-2551

Enzesfeld-Lindabrunn Austria
4,000,000
5.04%shares of common stock
EL & A Ltd. [3]

Goldschmiedgasse 9/1/16,

A-1010 Vienna Austria
4,000,000
5.04%


[1]  The listed beneficial owner has no right to acquire any shares within 60 days of the date of this Form 10-K from options, warrants, rights, conversion privileges or similar obligations excepted as otherwise noted.





[2]  These shares are registered in the name of Carrington International Ltd, which is owned by Dr Georg H. Schnura.





[3]  These shares are registered in the name of EL & A Limited, which is owned by Mr Thomas Mueller-Kakrecha.



[4]Based on 79,349,908 shares of common stock issued and outstanding as of November 29, 2011.










Security Ownership of Management







(1)

Title of Class
(2)

Name and Address of Beneficial Owner
(3)

Amount and Nature of Beneficial Owner
(4)

Percent

of Class[1]shares of

common stock
Klaus Eckhof (2)

30 Ledgar Road

Balcatta, Western Australia, 6021
714,285
0.90%shares of

common stock
Susmit Shah

30 Ledgar Road

Balcatta, Western Australia, 6021
Nil
0%shares of

common stock
Directors and Executive Officers (as a group)
714,285
0.90%


[1]Based on 79,349,908 shares of common stock issued and outstanding as of November 29, 2011.




[2]These shares are registered in the name of Orca Trading GmbH.





Changes in Control





Panex is not aware of any arrangement that may result in a change in control of Panex.






Page - 23





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





(a)           Relationships with Insiders





Since the beginning of Panex’s last fiscal year, no director, executive officer, security holder, or any immediate family of such director, executive officer, or security holder has had any direct or indirect material interest in any transaction or currently proposed transaction, which Panex was or is to be a participant, that exceeded the lesser of (1) $120,000 or (2) one percent of the average of Panex’s total assets at year-end for the last three completed fiscal years, except for the following:





Consultant Agreements





Mr. Eckhof and Mr. Shah are directors and shareholders of Corporate Consultants Pty Ltd. (“CCPL”).  CCPL provides administration, accounting and company secretarial services to Panex Resources Inc.  Fees paid or payable to CCPL for the year ended August 31, 2011 were $52,398 (2010 - $30,687).





(b)           Transactions with Promoters





During the past five fiscal years, Klaus Eckhof, Susmit Shah, and Reg Gillard have been promoters of Panex’s business, but none of these promoters have received anything of value from Panex nor is any person entitled to receive anything of value from Panex for services provided as a promoter of the business of Panex.





(c)           Director independence





Panex’s board of directors currently solely consists of Klaus Eckhof.  Pursuant to Item 407(a)(1)(ii) of Regulation S-B of the Securities Act, Panex’s board of directors has adopted the definition of “independent director” as set forth in Rule 4200(a)(15) of the NASDAQ Manual. In summary, an “independent director” means a person other than an executive officer or employee of Panex or any other individual having a relationship which, in the opinion of Panex’s board of directors, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director, and includes any director who accepted any compensation from Panex in excess of
$200,000 during any period of 12 consecutive months within the three past fiscal years.  Also, the ownership of Panex’s stock will not preclude a director from being independent.





In applying this definition, Panex’s board of directors has determined that Mr. Eckhof does not qualify as an “independent director” pursuant to the same Rule.





As of the date of the report, Panex did not maintain a separately designated compensation, nominating or audit committee.


Panex has also adopted this definition for the independence of the members of its audit committee.  Panex’s board of directors has determined that Mr. Eckhof is not “independent” for purposes of Rule 4200(a)(15) of the NASDAQ Manual, applicable to audit, compensation and nominating committee members, and is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act.





Item 14.  Principal Accounting Fees and Services




(1)  Audit Fees




The aggregate fees billed and expected to be billed for each of the last two fiscal years for professional services rendered by the principal accountant for Panex’s audit of its annual financial statements, reviews of its quarterly financial statements, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:





2011 - $40,000 - GHP Horwath, P.C.


2010 - $22,500 - GHP Horwath, P.C.





(2)  Audit-Related Fees





The aggregate fees billed in each of the last two fiscal years for audit related services by the principal accountants that are reasonably related to the performance of the audit or review of Panex’s financial statements and are not reported in the preceding paragraph:





2011 - $Nil - GHP Horwath, P.C.


2010 - $Nil - GHP Horwath, P.C.








Page - 24







(3)  Tax Fees





The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:





2011 - $Nil - GHP Horwath, P.C.


2010 - $Nil - GHP Horwath, P.C.





(4)  All Other Fees





The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1) and (2) was:





2011 - $Nil - GHP Horwath, P.C.


2010 - $Nil - GHP Horwath, P.C.





(5)           Panex does not have an audit committee. Therefore Panex’s Board of Director’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the Board of Director’s pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.






PART IV





Item 15.  Exhibits, Financial Statement Schedules.





1.           Financial Statements





Audited financial statements of Panex Resources Inc. have been included in Item 8 above and Exhibit A attached.





2.           Financial Statement Schedules





All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.






Page - 25





3.           Exhibits





All exhibits required to be filed with the Form 10-K are included in this annual report or incorporated by reference to Panex’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 333-130264 and SEC File Number 000-51707.





Exhibit
Description
StatusExhibit A
Audited Financial Statements as of August 31, 2011 and 2010 and for the years ended August 31, 2011 and 2010, and for the period May 28, 2004 (inception) to August 31, 2011.
Included3.1
Articles of Incorporation of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
Filed3.2
By-Laws of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
Filed3.3
Certificate of Amendment of Panex Resources Inc., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on September 30, 2010 and incorporated herein by reference.
Filed10.1
Management Agreement dated April 19, 2006 between Panex Resources Inc. and Reg Gillard, filed as Exhibit 10.2 to Panex’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference.
Filed10.2
Letter of Understanding dated May 6, 2006 among Panex Resources Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference.
Filed10.3
Letter Agreement dated June 15, 2006 between Panex Resources Inc. and Emco Corporation, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference.
Filed10.4
Share Sale Agreement dated July 10, 2006, between Panex Resources Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference.
Filed10.5
Heads of Agreement dated July 26, 2007 among Panex Resources Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Golplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
Filed10.6
Letter Agreement dated December 6, 2007 among Panex Resources Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
Filed10.7
Deed dated January 11, 2008 among Panex Resources Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Golplata Resources Sucursal-Colombia, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
Filed14.1
Financial Code of Ethics filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.
Filed31.1
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from chief executive officer.
Included31.2
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from chief financial officer.
Included32
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Included99.1
Disclosure Committee Charter, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.
Filed


* In accordance with Rule 402 of Regulation S-T, the XBRL (“eXtensible Business Reporting Language”) related information is furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.








Page - 26








SIGNATURES








In accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934, Panex Resources Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.










PANEX RESOURCES INC.By:
/s/ Klaus EckhofName:
Klaus EckhofTitle:
Director and CEODated:
December 1, 2011






















Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Panex Resources Inc. and in the capacities and on the dates indicated have signed this report below.








Signature
Title
Date/s/ Klaus Eckhof
President, Chief Executive Officer,

and member of the Board of Directors
December 1, 2011/s/ Susmit Shah
Chief Financial Officer,

Principal Financial Officer, Treasurer

and Corporate Secretary
December 1, 2011











Page - 27

















Exhibit A


























Page - 28








Panex Resources Inc.
 
 Financial Statements
 
 Panex Resources Inc.
 (An Exploration Stage Company)
 
 Years ended August 31, 2011 and 2010, and for
 the period from May 28, 2004 (Date of
 Inception) to August 31, 2011
 
 
 
 
 
 Page - 29
 
  
 Panex Resources Inc.
 Financial Statements
 
 Panex Resources Inc.
 (An Exploration Stage Company)
 
 Years Ended August 31, 2011 and 2010,
 and for the period from May 28, 2004 (Date of Inception)
 through August 31, 2011
 
 
 Contents
    PageReport of Independent Registered Public Accounting Firm
F-1Balance sheets
F-2Statements of operations
F-3Statements of cash flows
F-4Statements of stockholders’ equity (deficit)
F-5Notes to financial statements
F-6
  
 
 Page - 30
 
 R EPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Board of Directors and Stockholders
 Panex Resources Inc. (formerly De Beira Goldfields Inc.)
 
 We have audited the accompanying balance sheets of Panex Resources Inc. (formerly De Beira Goldfields Inc.) (an Exploration Stage Company) as of August 31, 2011 and 2010, and the related statements of operations, cash flows and stockholders’ equity (deficit) for each of the years then ended, and for the period from May 28, 2004 (inception) through August 31, 2011. 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. 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 the 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 Panex Resources Inc. (formerly De Beira Goldfields Inc.) as of August 31, 2011 and 2010, and the results of its operations and cash flows for each of the years then ended, and for the period from May 28, 2004 (inception) through August 31, 2011, 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 1 to the financial statements, the Company incurred a net loss of $299,498 for the year ended August 31, 2011, and a deficit accumulated during the exploration stage of $12,543,413 for the period from May 28, 2004 (inception) through August 31, 2011. The Company also has a limited history and no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
 
  /s/ GHP HORWATH, P.C.
  
 
 Denver, Colorado
 December 1, 2011
 
 
 F - 1
 
  Panex Resources Inc.
 (An Exploration Stage Company)
 Balance Sheets
 (Expressed in US dollars)
 
 August 31,

2011

$


August 31,

2010

$ASSETSCurrent AssetsCash


19,357



29,178Total Assets (all current)


19,357



29,178LIABILITIES & STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable


100,211



215,743Accrued liabilities, related party (Note 4)


282,937



184,495Accrued liabilities, other


64,529



187,463Loans and borrowings, related party (Note 4)


-



46,892Loans and borrowings (Note 7)


569,820



740,000Total Liabilities (all current)


1,017,497



1,374,593Stockholders’ Deficit (Note 6)Common stock, $0.001 par value; 500,000,000 shares authorized;79,349,908 (2010: 67,046,785)shares issued and outstanding


79,349



67,046Additional paid-in capital


11,418,557



10,815,704Donated capital


47,367



15,750Deficit accumulated during the exploration stage


(12,543,413
)


(12,243,915
)Total Stockholders’ Deficit


(998,140
)


(1,345,415
)Total Liabilities and Stockholders’ Deficit


19,357



29,178
 
 The accompanying notes are an integral part of these financial statements
   F - 2
 Panex Resources Inc.
 (An Exploration Stage Company)
 Statements of Operations
 (Expressed in US dollars)
 
 
 For the

Year Ended

August 31, 2011


For the

Year Ended

August 31, 2010


Accumulated from May 28, 2004 (Date of Inception)

to August 31, 2011$


$


$Revenue


-



-



-Operating expensesDonated rent


-



-



5,250Donated services


31,617



-



42,117General and administrative


11,143



8,175



92,846Foreign currency transaction loss


58,682



13,686



116,640Mineral property and exploration costs


-



-



4,739,777Management fees (Note 4)


24,502



53,638



677,087Professional fees (Note 4)


124,075



69,315



1,033,884Travel costs


-



-



335,415Write-off deferred acquisition cost (Note 3)


-



-



400,000Provision against Minanca loan (Note 3)


-



-



6,100,000Total operating expenses


250,019



144,814



13,543,016Other income (expense)Interest income


575



446



32,281Interest expense


(50,054
)


(69,492
)


(282,724
)Loss on sale of investment (Note 5)


-



-



(126,182
)Gain on sale of mineral property rights (Note 5)


-



-



1,376,228Total other income (expense)


(49,479
)


(69,046
)


999,603Net Loss


(299,498
)


(213,860
)


(12,543,413
)Net Loss Per Share – Basic and Diluted


*



*Weighted Average Shares Outstanding


75,608,410



66,029,936
 
 * Amount is less than $(0.01) per share
  The accompanying notes are an integral part of these financial statements
    F - 3
  
 Panex Resources Inc.
 (An Exploration Stage Company)
 Statements of Cash Flows
 (Expressed in US dollars)
 For the Year Ended August 31, 2011

$


For the Year Ended August 31, 2010

$


Accumulated From May 28, 2004 (Date of Inception) to August 31, 2011

$Cash Flows From Operating ActivitiesNet loss


(299,498
)


(213,860
)


(12,543,413
)Adjustments to reconcile net loss to net cash used in operating activities:Foreign currency transaction loss


58,682



13,686



116,640Gain on sale of mineral property rights


-



-



(586,228
)Loss on sale of investment


-



-



126,181Donated services and rent


31,617



-



47,367Expenses paid by issue of common stock


-



-



500Write-off deferred acquisition cost


-



-



400,000Provision against Minanca loan


-



-



6,100,000Change in operating assets and liabilitiesIncrease in accounts payable and accrued liabilities


62,840



132,985



510,057Increase in amounts due to related parties


82,903



22,769



370,517Net Cash Used in Operating Activities


(63,456
)


(44,420
)


(5,458,379
)Cash Flows From Investing ActivitiesCash received from sale of investment


-



-



250,047Cash received from sale of mineral property rights


-



-



210,000Deferred acquisition costs


-



-



(400,000
)Loan advances


-



-



(7,100,000
)Repayment of loan advance


-



-



1,000,000Net Cash Used in Investing Activities


-



-



(6,039,953
)Cash Flows From Financing ActivitiesLoans from related parties


-



-



594,313Loan repaid to related parties


-



-



(576,483
)Loan from unrelated third party


50,000



-



790,000Deposits received for common shares to be issued


-



-



40,000Common shares issued for cash


-



-



10,668,750Net Cash Provided by Financing Activities


50,000



-



11,516,580Effect of exchange rate changes on cash


3,635



1,174



1,109(Decrease) Increase in Cash


(9,821
)


(43,246
)


19,357Cash - Beginning of Period


29,178



72,424



-Cash - End of Period


19,357



29,178



19,357Supplemental DisclosuresInterest paid


-



-



-Income taxes paid


-



-



-
  The accompanying notes are an integral part of these financial statements
    F - 4
 
 Panex Resources Inc.
 (An Exploration Stage Company)
 Statements of Stockholders’ Equity (Deficit)
 (Expressed in US dollars)
 
 Common Shares








DeficitNumber of Shares


Amount

$


Additional

Paid-in

Capital

$


Donated

Capital

$


Accumulated

During the Exploration Stage

$


Total

Stockholders’

Equity(Deficit)

$Balances, May 28, 2004 (Date of inception)


-



-



-



-



-



-Common stock issued for services to president (Note 6)


6,000,000



6,000



(5,500
)


-



-



500Return and cancellation of shares (Note 6)


(6,000,000
)


(6,000
)


6,000



-



-



-Net loss


-



-



-



-



(500
)


(500
)Balances, August 31, 2004


-



-



500



-



(500
)


-Common stock issued for cash


64,500,000



64,500



(17,750
)


-



-



46,750Return and cancellation of shares (Note 6)


(30,000,000
)


(30,000
)


30,000



-



-



-Donated rent


-



-



-



3,000



-



3,000Donated services


-



-



-



6,000



-



6,000Net loss


-



-



-



-



(15,769
)


(15,769
)Balances, August 31, 2005


34,500,000



34,500



12,750



9,000



(16,269
)


39,981Common stock issued for cash (Note 6)


1,964,285



1,964



4,498,036



-



-



4,500,000Donated rent


-



-



-



2,250



-



2,250Donated services


-



-



-



4,500



-



4,500Net loss


-



-



-



-



(848,560
)


(848,560
)Balances, August 31, 2006


36,464,285



36,464



4,510,786



15,750



(864,829
)


3,698,171Common stock issued for cash (Note 6)


7,632,500



7,632



6,098,368



-



-



6,106,000Net loss


-



-



-



-



(10,943,990
)


(10,943,990
)Balances, August 31, 2007


44,096,785



44,096



10,609,154



15,750



(11,808,819
)


(1,139,819
)Net loss


-



-



-



-



(66,651
)


(66,651
)Balances, August 31, 2008


44,096,785



44,096



10,609,154



15,750



(11,875,470
)


(1,206,470
)Common stock issued for cash

(Note 6)


1,600,000



1,600



14,400



-



-



16,000Common stock issued for settlement of debt (Note 6)


14,000,000



14,000



126,000



-



-



140,000Shares to be issued


-



-



30,000



-



-



30,000Net loss


-



-



-



-



(154,585
)


(154,585
)Balances, August 31, 2009


59,696,785



59,696



10,779,554



15,750



(12,030,055
)


(1,175,055
)Common stock issued for cash received in December 2008 (Note 6)


4,000,000



4,000



6,000



-



-



10,000Common stock issued for settlement of debt (Note 6)


3,350,000



3,350



30,150



-



-



33,500Net loss


-



-



-



-



(213,860
)


(213,860
)Balances, August 31, 2010


67,046,785



67,046



10,815,704



15,750



(12,243,915
)


(1,345,415
)Common stock issued for settlement of accounts payable, accrued liabilities and debt (Notes 6 and 7)


12,303,123



12,303



602,853



-



-



615,156Donated services


-



-



-



31,617



-



31,617Net loss


-



-



-



-



(299,498
)


(299,498
)Balances, August 31, 2011


79,349,908



79,349



11,418,557



47,367



(12,543,413
)


(998,140
)
 The accompany notes are an integral part of these financial statements
    F - 5
  Panex Resources Inc.
 (An Exploration Stage Company)
 Notes to the Financial Statements
 (Expressed in US dollars)
 
 1.
Organization, Nature of Business, Going Concern and Management’s Plans:
 
 Organization and nature of business:
 
 The Company was incorporated in the State of Nevada on May 28, 2004. On September 27, 2010 the Company changed its name from “De Beira Goldfields Inc.” to “Panex Resources Inc.”.
 
 Going concern and management’s plans:
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception in May 2004, the Company has not generated revenue and has incurred net losses. The Company incurred a net loss of $299,498 for the year ended August 31, 2011, and a deficit accumulated during the exploration stage of $12,543,413 for the period from May 28, 2004 (inception) through August 31, 2011. Accordingly, it has not generated cash flow from operations and has primarily relied upon advances from shareholders and proceeds from equity financings to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern.
 
 As a consequence of the Company’s withdrawal from the Minanca acquisition in Ecuador, the Colombian Projects (Titiribi and Acandi), and the Peruvian Projects (Condoroma and Suyckutambo), the Company has no mineral property interests as of the date of this report.
 
 As of August 31, 2011, the Company had cash of $19,357. Management’s objective is to recapitalize the Company, raise new capital and seek new investment opportunities in the mineral sector.   There is no assurance that the Company will be able to consummate the contemplated capital raisings.  In the event that the Company is unsuccessful in raising additional capital in a timely manner, it will have a material adverse affect on the Company’s liquidity, financial condition and business prospects.
 
 The Company is in the process of finalising plans to raise new capital of $2,400,000. On February 22, 2011, the Company filed a Form S-1 registration statement, and on June 3, August 26 and October 18, 2011, the Company filed Form S-1/A registration statements with the Securities and Exchange Commission.  The registration statement has not yet been declared effective.
 
 The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
 
 
 2.      Significant Accounting Policies
 
 a)
Basis of Presentation
 
 These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America.  The Company’s fiscal year-end is August 31.
 
 b)
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 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.
   F - 6
 2.     Significant Accounting Policies (continued)
 
 c)
Basic and Diluted Net Loss Per Share
 
 Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potential dilutive common shares outstanding during the period using the treasury stock method and the if-converted method. In computing EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. There were no potential dilutive securities outstanding at August 31, 2011 and 2010.
 
 d)      Cash
  Cash includes deposits in banks which are unrestricted as to withdrawal or use.
 
 e)      Mineral Property and Exploration Costs
 
 The Company has been in the exploration stage since its formation on May 28, 2004 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property and exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to
operations.
 
 f)    Deferred Acquisition Costs
 
 The Company capitalizes deposits paid during the acquisition of equity interests as deferred acquisition costs.  Deferred acquisition costs are recorded at cost and are included in the purchase price of the equity interest once the acquisition has been consummated.
 
 g)      Fair Value Measurements
 
 Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.
 
 Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
 
 Level 3 - assets and liabilities whose significant value drivers are unobservable.
 
 Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.
 
 As of August 31, 2011 and 2010, the Company did not have any assets or liabilities that were measured at fair value on a recurring or non-recurring basis.
 
 Financial instruments, which include cash, accounts payable, and loans and borrowings, are estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to related parties is not practicable to estimate, due to the related party nature of the underlying transactions. The Company’s operations are located in Australia, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments
to reduce its exposure to foreign currency risk.
   F - 7
 2.     Significant Accounting Policies (continued)
 
 h)      Income Taxes
 
 The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.
 
 Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets or liabilities of a change in tax rates is recognized in the period in which the tax change occurs.  A valuation allowance is provided to reduce the deferred tax assets to a level, that more likely than not, will be realized.
 
 Management does not believe that the Company has any unrecognized tax positions. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax positions as a component of income tax expense.
 
 i)      Foreign Currency Translation
 
 The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated into the United States dollar using the exchange rate prevailing at the balance sheet date.  Foreign currency transactions are primarily undertaken in Australian dollars. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.
 
 During the quarter ended November 30, 2010, the Company identified the following matter that originated prior to September 1, 2010, relating to the reporting of the effect of exchange rate changes on cash in the statement of cash flows;
 
 ·
Net cash used in operating activities for the year ended August  31, 2010 and accumulated from May 28, 2004 (date of inception) to August 31, 2010 should have included $15,680 and $52,473, respectively, for foreign currency transaction losses recorded in the statement of operations; and
 
 ·
The effect of exchange rate changes on cash for the year ended August 31, 2010 and accumulated from May 28, 2004 (date of inception) to August 31, 2010 should have excluded these same amounts.
 
 The Company determined that the impact of this matter related only to the presentation of the 2010 net cash used in operating activities on the statement of cash flows and it is not material to any prior annual or interim period financial statements.
 
 j)    Concentration of Credit Risk
 
 The Company’s financial instruments that are exposed to concentration of credit risk consist of cash.  The Company’s cash is all in demand deposit accounts placed with federally insured financial institutions in Australia.  The Company has not experienced any losses on such accounts.
 
 k)    Recent Accounting Pronouncements
 
 The Company continually assesses any new accounting pronouncements to determine their applicability.  Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change.  A variety of proposed or otherwise potential accounting standards are currently under study by standard-setting organizations and various regulatory agencies. Because of the tentative and preliminary nature of these proposed standards, the Company has not determined
whether implementation of such proposed standards would be material to the Company’s financial statements.  New pronouncements assessed by the Company recently are discussed below:
   F - 8
 2.     Significant Accounting Policies (continued)
 
 k)    Recent Accounting Pronouncements (continued)
 
 In June 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-05, Comprehensive Income (Topic 220) – Presentation of Comprehensive Income(“ASU 2011-05”).  ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011 (March 1, 2012 for the Company). 
The Company does not expect the adoption of ASU 2011-04 to have a material impact on its results of operations, financial condition, or cash flows.
 
 In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06).  This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy.  In addition, the update requires
enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3.  The new disclosure requirements were effective for interim and annual periods beginning after December 15, 2009, except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010 (September 1, 2011 for the Company).  As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.
 
 
 3.           Deferred Acquisition Costs and Loan Advances
 
 On June 15, 2006, the Company entered into an agreement with Emco Corporation (“Emco”) whereby the Company was granted an option to acquire 80% of the issued and outstanding shares of Minanca, which owns mineral exploration property in Ecuador (the “Property”), for an aggregate purchase price of $30,400,000 comprised of 10 million restricted common shares of the Company at an issue price of $3 per common share and a cash payment of $400,000.
 
 Under the terms of the acquisition agreement and pursuant to settlement of the acquisition, the Company was obligated to pay loan advances of $7,000,000 to Minanca as follows:
 
 i.
$1,500,000 within 15 days of settlement of the acquisition transaction for upgrade expenditures on the Property (paid in full);
 
 ii.
$400,000 by July 31, 2006 for upgrades to the Property (paid in full);
 
 iii.
$1,375,000 by October 2, 2006 to be paid for existing debt owed by Minanca (paid in full); and
 
 iv.
The balance of $3,725,000 for exploration expenditures on the Property to be paid equally over a period of 5 months beginning September 1, 2006 with the final payment due on January 1, 2007 (the total amount has been paid in full).
 
 As of August 31, 2011 and 2010 the loan advances equalled $6,100,000. Minanca is to undertake to grant a mortgage of all its assets to the Company as security against the loan advances noted above. Repayment of the loan advances rank in priority ahead of any dividend or distribution payments to shareholders of Minanca.
 
 On December 9, 2007, the Company entered into an agreement with Emco to cancel the acquisition by Panex Resources of an 80% interest in Minanca. As a consequence, neither party has any further rights or obligations to each other, except that Minanca remains indebted to Panex Resources for an amount of $6,100,000 which it had agreed to repay as follows:
   F - 9
   3.           Deferred Acquisition Costs and Loan Advances (continued)
 
 (i)            payment of US$250,000 to Panex Resources by close of business on December 14, 2007;
 (ii)           payment of US$1,750,000 to Panex Resources within 21 days of the execution of the agreement; and
 (iii)
payment of the remainder of the loan balance in accordance with the provisions of the June 2006 agreement (which provided for loan repayment from cash surpluses from the sale of mineral products) or as otherwise agreed between the parties.
 
 As at the date of this report, no repayments have been made.  The loan was fully reserved for in the financial statements during the year ended August 31, 2007, however management continues to seek recovery of all or part of the loan.
 
 On June 16, 2006, the Company paid $400,000 as per the terms of the agreement and provided a loan advance of $100,000 to Minanca.  Prior to August 31, 2007, the Company had recorded the $400,000 as deferred acquisition costs pending the final settlement of the agreement, however this amount was expensed to the income statement during the year ended August 31, 2007.
 
 4.           Related Party Transactions
 
 a)
During the year ended August 31, 2011, the Company recognized a total of $31,617 for donated services provided by the president / chief executive officer of the Company.
 
 b)
The Company incurred management fees of $24,502 ($53,638 for the year ended August 31, 2010) for services provided by the president and chief executive officer of the Company, for the year ended August 31, 2011. As of August 31, 2011 and 2010 the Company has an accrued liability of $79,425 and $44,563 owing for management fees and travel expenses to this related party.
 
 c)
Included in professional fees are consulting fees of $52,398 incurred during the year ended August 31, 2011 ($30,687 for the year ended August 31, 2010) for administration, office rent, accounting and company secretarial services provided by a company in which the president and chief executive officer and former director are directors and shareholders. As of August 31, 2011 and 2010, the Company has an accrued liability of $202,258 and $124,180, respectively, owing for services provided under this agreement.
 
 d)
In August 2007 the Company received loan proceeds totalling $105,068, from companies in which the president and chief executive officer is a director and shareholder. Interest is charged at 8% simple interest, is unsecured and has no stated maturity date.  In May 2008 $67,193 was repaid, including accrued interest. On December 20, 2010, principal of $46,892 and accrued interest of $15,751 was assigned to an unrelated third party (Note 7). As of August 31, 2011, there was $1,254 of accrued interest outstanding in relation to the loans ($62,643 as of August 31, 2010).
 
 5.           Mineral Properties
 
 a)
De Beira 1 Mineral Claim
 
 On May 20, 2005, the mineral claim known as “De Beira 1” was staked in British Colombia, Canada on behalf of Panex and held in trust for Panex until 2006. During the year ended August 31, 2006, Panex relinquished ownership of the De Beira 1 mineral claim as it was not considered sufficiently prospective and turned its attention to other opportunities. An amount of just over $600 was spent on the costs of staking this claim and commissioning a desk-top report on the geology of the area. Other than this, no work was conducted on the property prior to relinquishing it.
 
 b)
Titiribi Gold/Copper Project
 
 The Company entered into an agreement with Goldplata Corporation Limited, Goldplata Resources Inc. and Goldplata Resources Sucursal Colombia (the “Goldplata Group”) dated May 6, 2006, whereby the Company was granted an option to acquire up to 70% interest in the Titiribi Gold/Copper project in Colombia, South America. The agreement allowed the Company to acquire an initial interest of 65% by sole funding $8 million in exploration expenditures within a 3 year period (the “Option Period”).  The Option Period commenced on June 9, 2006. After acquiring 65% interest,
the Company had 60 days to elect to sole fund further expenditures in order to acquire another 5%, giving it a total interest of 70%. The additional interest was to be acquired upon the earlier of completing a bankable feasibility study or spending a further $12 million, both within a period of no more than 3 years from the time of the election. The Company could not withdraw from the agreement after the start of the Option Period until it either incurred $1 million in exploration expenditures or paid $1 million to the Goldplata Group.  Through August 31, 2008, $2,830,000 of exploration expenditures have been paid by the Company and recorded as mineral property and exploration costs on the statement of operations.  No further payments were made during the years ended August 31, 2010 and 2011 or up to the date of this report.
 
  F - 10
 
 5.           Mineral Properties (continued)
 
 b)
Titiribi Gold/Copper Project (continued)
 
 On January 11, 2008 the Company entered into an agreement with Australian publicly traded company, Windy Knob Resources Limited (“Windy Knob”) to assign its interests in the Titiribi Gold/Copper Project for cash proceeds of $1 million being reimbursement of exploration expenditures and 3,250,000 shares of common stock in Windy Knob. The terms of the agreement were as follows:
 
 (i)
payment of $250,000 to the Goldplata Group on behalf of Panex Resources to satisfy outstanding cash call requirements (this was paid in January 2008);
 (ii)
payment of $540,000 to the Goldplata Group on behalf of Panex Resources to satisfy outstanding cash calls at the completion of due diligence by Windy Knob (this was paid in January 2008); and
 (iii)
payment of $210,000 direct to Panex Resources at the completion of due diligence by Windy Knob (this was received on February 4, 2008).
 
 In connection with this transaction, the Company recognized a gain of $1,376,288, during the year ended August 31, 2008 which is reported in other income. As noted above, $790,000 of this gain is offset within mineral property and exploration costs, as it was paid to the Goldplata Group by Windy Knob on behalf of the Company to secure the Company’s rights under the original agreement prior to the sale.
 
 The 3,250,000 shares in Windy Knob were issued to the Company on April 16, 2008 and sold on May 23, 2008 for cash proceeds of $250,047. In connection with this sale, the Company recognized a realized loss of $126,182 during the year ended August 31, 2008. This prior year loss represented the difference between the fair value at the date the shares were issued to the Company and the date the shares were sold to a third party.
 
 c)      Peruvian Gold / Silver Projects
 
 On July 5, 2006, the Company entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru. The Company was granted an option to acquire up to 70% interest in each of these two projects on identical terms. The agreements allowed the Company to acquire an initial interest of 65% by sole funding $4 million in exploration expenditures within a 3 year period (the “Option Period”).  The Option Period commenced on August 4, 2006.  After acquiring 65%, the Company had 60 days to elect to sole fund further expenditures in order to acquire another 5%, giving it a total interest of 70%. The additional interest was to be
acquired upon the earlier of completing a bankable feasibility study or spending a further $6 million, both within a period of no more than 3 years from the time of the election.  The Company could not withdraw from the agreement after the start of the Option Period until it either incurred $500,000 in exploration expenditures or paid $500,000 to the Goldplata Group.  Through August 31, 2008, $1,110,000 of exploration expenditures have been paid by the Company on the Condoroma & Suyckutambo projects and recorded as mineral property and exploration costs on the statement of operations. No further payments were made during the years ended August 31, 2010 and 2011 or up to the date of this report.
 
 In September 2007, Panex Resources decided to withdraw from the Condoroma and Suyckutambo Projects as it became apparent that Panex Resources and the permit holders, the Goldplata Group, had different philosophies about how the projects should be further explored and developed.  Panex Resources favored a measured approach, with a focus on further exploration to maximize the resource potential whereas the Goldplata Group favored a short term development and production strategy.
 
 d)      Acandi Project
 
 On October 19, 2006, the Company entered into a preliminary agreement in association with the Goldplata Group to earn an 80% interest in the Acandi copper / gold project in North East Colombia, near the Panama border, by sole funding exploration expenditures and making cash payments to the present beneficial holder of the project interest.  Through August 31, 2008, $525,000 of exploration expenditures have been paid by the Company. No further payments were made during the years ended August 31, 2010 and 2011 or up to the date of this report.
 
 In September 2007, the Company withdrew from the Acandi project and there are no residual rights or financial obligations.
  F - 11
 6.
Stockholders’ Equity
 
 Common stock
 
 Panex’s authorized capital stock consists of 500,000,000 shares of common stock at a par value of $0.001 per share.  On August 30, 2010, the authorized capital was increased from 75,000,000 shares of common stock to 500,000,000 shares of common stock.
 
 Stock cancellations and recapitalization:
 
 On May 25, 2006 and June 9, 2006, the Company completed the return and cancellation of 30,000,000 and 6,000,000 common shares to the treasury, respectively. The shares were returned by the former president of the Company.
 
 The net loss per share amounts and stockholders’ equity (deficit) have been retroactively restated (accounted for as a recapitalization) to reflect the return and cancellation of 36,000,000 common shares by the former president of the Company.
 
 Common stock issuances:
 
 On May 28, 2004, the Company issued 6,000,000 shares of common stock to the then President of the Company for reimbursement of legal expenses of $500 incurred on behalf of the Company.
 
 On June 30, 2005, the Company issued 6,000,000 shares of common stock for cash proceeds of $25,000.
 
 On April 15, 2005, the Company issued 22,500,000 shares of common stock for cash proceeds of $18,750.
 
 On March 22, 2005 the Company issued 36,000,000 shares of common stock for cash proceeds of $3,000.
 
 On June 8, 2006, the Company completed a private placement with a director of the Company for 714,285 common shares at a price of $2.80 per share for proceeds of $2,000,000.
 
 On August 30, 2006, the Company completed a private placement of 1,250,000 units at a price of $2.00 per unit for proceeds of $2,500,000. Each unit consisted of one common share and one common share purchase warrant.
 
 Each share purchase warrant entitles the holder to acquire one additional common share at an exercise price of $2.50 per share for a period of two years. All warrants expired unexercised on August 31, 2008.
 
 During November 2006, the Company completed private placements for 3,095,000 shares of restricted common stock at $0.80 per share, raising proceeds of $2,476,000.
 
 In January 2007 the Company completed two private placements for 3,187,500 shares of restricted common stock at $0.80 per share raising proceeds of $2,550,000.
 
 In February 2007 the Company completed two private placements for 1,350,000 shares of restricted common stock at $0.80 per share raising proceeds of $1,080,000.
 
 On February 28, 2009, the board of directors authorized the issuance of 14,100,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for cash proceeds of $16,000 and the settlement of $125,000 accrued liabilities and debt. The shares were issued on June 19, 2009.
 
 On May 29, 2009, the Company completed a private placement for 1,500,000 shares of restricted common stock at price of $0.01 per restricted share in exchange for the settlement of $15,000 debt.
 
 In October 2009, the Company issued 6,350,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for cash proceeds of $40,000 and the settlement of $23,500 in accrued liabilities and debt due to a related party. The cash was received in December 2008.
 
 In January 2010, the Company issued 1,000,000 restricted shares of common stock at a subscription price of $0.01 per restricted share, for the settlement of $10,000 in accrued liabilities and debt due to a related party.
   F - 12
 6.
Stockholders’ Equity (continued)
 
 Common stock (continued)
 
 On December 20, 2010, the Company issued 2,955,483 restricted shares of common stock at a subscription price of $0.05 per share, for the settlement of $147,774 in accounts payable and accrued liabilities and issued 9,347,640 restricted shares of common stock at a subscription price of $0.05 per share for the settlement of loans and accrued interest totalling $467,382 from an unrelated third party (Note 7).
 
 
 7.
Other Loans and Borrowings
 
 In March and July 2007, the Company received loan proceeds of $240,000 and $500,000 respectively from an unrelated third party. These loans are unsecured and bear interest at 8% per annum with no fixed repayment date, but the understanding with the lender is that the loans will be repaid from the proceeds of future equity financings and/or the repayment of amounts lent to Minanca. On December 20, 2010, principal of $46,892 and interest of $15,751 was assigned to this third party (Note 4d).  In December 2010, $267,072 of this loan as well as $200,310 of accrued interest on this loan was settled by the issue of 9,347,640 shares.
 
 In January 2011, the Company received loan proceeds of $50,000 from an unrelated third party. This loan is unsecured, has no stated interest rate and is payable when cash flow permits.
 
 
 8.
Non-Cash Investing and Financing Activities
 
 Year ended

August 31, 2011

$


Year ended

August 31, 2010

$


Accumulated from May 28, 2004 (Date of Inception)

to August 31, 2011

$Issuance of common stock for settlement of debt (including accrued interest:Related party


-



-



5,673Non-related party


467,382



-



507,029Issuance of common stock for settlement of accounts payable:Related party


-



33,500



128,180Non-related party


147,774



-



147,774Cash paid to Goldplata on behalf of the Company (Note 5)


-



-



790,000
 
 
 9.     Income Taxes
 
 The components of the Company’s net deferred tax asset as of August 31, 2011 and 2010, and the statutory tax rate, the effective tax rate and the valuation allowance are as follows:
 
 August 31, 2011


August 31, 2010Net operating losses


6,443,413



6,143,915Loan loss reserves


6,100,000



6,100,00012,543,413



12,243,915Statutory tax rate


35
%


35
%Deferred tax asset


4,390,195



4,285,370Valuation allowance


(4,390,195
)


(4,285,370
)Net deferred tax asset


-



-
  F - 13
  9.     Income Taxes (continued)
 
 The Company has net operating loss carry-forwards for tax purposes of approximately $6,443,000, which begin expiring in 2030. The utilization of the net operating loss carry-forwards cannot be assured.
 
 Deferred income tax reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company provided a valuation allowance of 100% of its net deferred tax asset due to the uncertainty of generating future profits that would allow for the realization of such deferred tax assets.


F - 14



















Exhibit 31.1


















Page - 45







PANEX RESOURCES INC.


CERTIFICATIONS PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Klaus Eckhof, certify that:






1.   I have reviewed this annual report on Form 10-K for the fiscal year ending August 31, 2011 of Panex Resources Inc.;






2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;






3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;






4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:






(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;






(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;






(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and






(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):




(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and






(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.






Date:  December 1, 2011






/s/ Klaus Eckhof




Klaus Eckhof


Chief Executive Officer










Page - 46
















Exhibit 31.2



















Page - 47






PANEX RESOURCES INC.


CERTIFICATIONS PURSUANT TO


SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002






CERTIFICATION






I, Susmit Shah, certify that:






1.   I have reviewed this annual report on Form 10-K for the fiscal year ending August 31, 2011 of Panex Resources Inc.;






2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;






3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;






4.  The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:






(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;






(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;






(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and






(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and




5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):




(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and






(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.






Date:  December 1, 2011






/s/ Susmit Shah




Susmit Shah


Chief Financial Officer










Page - 48















Exhibit 32


















Page - 49







CERTIFICATION PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002













In connection with the Annual Report of Panex Resources Inc. (“Panex”) on Form 10-K for the period ending August 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof, President and Chief Executive Officer of Panex and a member of the Board of Directors, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:






(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and






(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.













/s/ Klaus Eckhof








Klaus Eckhof






Chief Executive Officer


December 1, 2011






Page - 50






CERTIFICATION PURSUANT TO


18 U.S.C. SECTION 1350,


AS ADOPTED PURSUANT TO


SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002













In connection with the Annual Report of Panex Resources Inc. (“Panex”) on Form 10-K for the period ending August 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief Financial Officer of Panex, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:






(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and






(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.













/s/ Susmit Shah






Susmit Shah




Chief Financial Officer


December 1, 2011






Page - 51