UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



|[X]  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|---- | ---------------------------------------------------------------------------------------
|     |                                                                                        
|     | For the quarterly period ended January 31, 2011                                        
|     |                                                                                        
|[  ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|     |                                                                                        
|     | For the transition period  to__________                                                
|     |                                                                                        
|     | Commission File Number: 333-146442                                                     



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



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



|836 Fernbrook Court, Vacaville, CA 95687
|----------------------------------------
|(Address of principal executive offices)



|707.469.8732                                                                              
|------------------------------------------------------------------------------------------
|(Issuer’s telephone number)                                                               
|                                                                                          
|_______________________________________________________________                           
|(Former name,
        former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days [ ] Yes [X] No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). [ ] Yes [X] No



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



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



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



Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date: 63,199,631 as of June 22, 2012.






Table of Contents






|                                    | TABLE OF CONTENTS                                                                     | Page
|----------------------------------- | ------------------------------------------------------------------------------------- | ----
|PART I – FINANCIAL INFORMATION     
|Item 1:                             | Financial Statements                                                                  | 3   
|Item 2:                             | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item 3:                             | Quantitative and Qualitative Disclosures About Market Risk                            | 6   
|Item 4:                             | Controls and Procedures                                                               | 6   
|PART
        II – OTHER INFORMATION
|Item 1:                             | Legal Proceedings                                                                     | 8   
|Item 1A:                            | Risk Factors                                                                          | 8   
|Item 2:                             | Unregistered Sales of Equity Securities and Use of Proceeds                           | 8   
|Item 3:                             | Defaults Upon Senior Securities                                                       | 8   
|Item 4:                             | Mine Safety Disclosures                                                               | 8   
|Item 5:                             | Other Information                                                                     | 8   
|Item 6:                             | Exhibits                                                                              | 8   

2


Table of Contents


PART I - FINANCIAL INFORMATION



Item 1.	     Financial
Statements



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



|F-1 | Balance Sheets as of January 31, 2011 and July 31, 2010 (unaudited);                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|F-2 | Statements of Operations for the three and six months ended January 31, 2011 and January 31, 2010 and from Inception on March 2, 2007 through January 31, 2011 (unaudited);
|F-3 | Statement of Stockholders’ Deficit from inception on March 2, 2007 through January 31, 2011 (unaudited);                                                                   
|F-4 | Statements of Cash Flows for the six months ended January 31, 2011 and January 31, 2010 and from Inception on March 2, 2007 through January 31, 2011 (unaudited);          
|F-5 | Notes to Financial Statements                                                                                                                                              



These financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial
information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair
presentation and for the financial statements to be not misleading have been included. Operating results for the interim period
ended January 31, 2011 are not necessarily indicative of the results that can be expected for the full year.



3


Table of Contents


GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Balance Sheets

(unaudited)





|ASSETS                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|CURRENT ASSETS                                                                                                                                     
|                                                                                                                                                   
|Cash                                                                                                                                               
|Prepaids                                                                                                                                           
|                                                                                                                                                   
|Total Current Assets                                                                                                                               
|                                                                                                                                                   
|                                                                                                                                                   
|TOTAL ASSETS                                                                                                                                       
|                                                                                                                                                   
|                                                                                                                                                   
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                              
|                                                                                                                                                   
|CURRENT LIABILITIES                                                                                                                                
|                                                                                                                                                   
|Accounts payable                                                                                                                                   
|Shareholder advances                                                                                                                               
|                                                                                                                                                   
|Total Current Liabilities                                                                                                                          
|                                                                                                                                                   
|STOCKHOLDERS' DEFICIT                                                                                                                              
|                                                                                                                                                   
|Preferred stock - $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding                                                 
|Common stock - $0.001 par value; 400,000,000 shares authorized; 63,449,631 and 43,449,631 shares issued, respectively and outstanding, respectively
|Additional paid-in capital                                                                                                                         
|Deficit accumulated during the development stage                                                                                                   
|                                                                                                                                                   
|Total Stockholders' Deficit                                                                                                                        
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                                                        





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



F-1


Table of Contents


GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Statements of Operations

(unaudited)





|                                              |  |               |            |               |  |              |            |              |  | From Inception
|--------------------------------------------- |  | ------------- | ---------- | ------------- |  | ------------ | ---------- | ------------ |  | --------------
|                                              |  | For the Three |            | For the Three |  | For the Six  |            | For the Six  |  | on March 2,   
|                                              |  | Months Ended  |            | Months Ended  |  | Months Ended |            | Months Ended |  | 2007 Through  
|                                              |  | January 31,   |            | January 31,   |  | January 31,  |            | January 31,  |  | January 31,   
|                                              |  | 2011          |            | 2010          |  | 2011         |            | 2010         |  | 2011          
|                                              |  |               |            |               |  |              |            |              |  |               
|REVENUES                                      |  | $             | —          |               |  | $            | —          |              |  | $             
|                                              |  |               |            |               |  |              |            |              |  |               
|OPERATING EXPENSES                            |  |               |            |               |  |              |            |              |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|Management fees                               |  |               | 0          |               |  |              | 0          |              |  |               
|Professional fees                             |  |               |            |               |  |              | 12,472     |              |  |               
|General and administrative                    |  |               | —          |               |  |              | 1,046      |              |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|Total Operating Expenses                      |  |               | —          |               |  |              | 13,518     |              |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|LOSS FROM OPERATIONS                          |  |               | —          |               |  |              | (13,518    | )            |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|OTHER INCOME/EXPENSE                          |  |               |            |               |  |              |            |              |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|Extinguishment of Debt                        |  |               | —          |               |  |              | 1,000      |              |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|LOSS BEFORE INCOME TAXES                      |  |               | —          |               |  |              | (12,518    | )            |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|PROVISION FOR INCOME TAXES                    |  |               | —          |               |  |              | —          |              |  |               
|                                              |  |               |            |               |  |              |            |              |  |               
|NET LOSS                                      |  | $             | —          |               |  | $            | (12,518    | )            |  | $             
|                                              |  |               |            |               |  |              |            |              |  |               
|BASIC LOSS PER SHARE                          |  | $             | —          |               |  | $            | —          |              |  | $             
|                                              |  |               |            |               |  |              |            |              |  |               
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |  |               | 61,449,631 |               |  |              | 39,999,631 |              |  |               



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

F-2


Table of Contents


GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Statement of Stockholders' Deficit

(unaudited)





|                                                   |  |              |             |         |  |             |        | Deficit     |  |      
|-------------------------------------------------- |  | ------------ | ----------- | ------- |  | ----------- | ------ | ----------- |  | -----
|                                                   |  |              |             |         |  |             |        | Accumulated |  |      
|                                                   |  |              |             |         |  | Additional  |        | During the  |  |      
|                                                   |  | Common Stock |             | Paid-In |  | Development |        |            
|                                                   |  | Shares       |             | Amount  |  | Capital     |        | Stage       |  | Total
|                                                   |  |              |             |         |  |             |        |             |  |      
|Balance, March 2, 2007                             |  |              | —           |         |  | $           | —      |             |  | $    
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares issued for cash at $0.001 per share         |  |              | 34,953,602  |         |  |             | 5,500  |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares issued for cash at $0.0075 per share        |  |              | 15,856,224  |         |  |             | 2,495  |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares issued for cash at $0.20 per share          |  |              | 311,405     |         |  |             | 49     |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Net loss for the year ended July 31, 2007          |  |              | —           |         |  |             | —      |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Balance, July 31, 2007                             |  |              | 51,121,231  |         |  |             | 8,044  |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Net loss for the year ended July 31, 2008          |  |              | —           |         |  |             | —      |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Balance, July 31, 2008                             |  |              | 51,121,231  |         |  |             | 8,044  |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares issued for cash at $0.01 per share          |  |              | 4,766,400   |         |  |             | 750    |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares cancelled in spin off on August 26, 2008    |  |              | (15,888,000 | )       |  |             | (2,500 | )           |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Net loss for the year ended July 31, 2009          |  |              |             |         |  |             |        |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Balance, July 31, 2009                             |  |              | 39,999,631  |         |  |             | 6,294  |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Effect of forward stock split                      |  |              |             |         |  |             | 33,706 |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares issued for services at $0.13 per share      |  |              | 3,450,000   |         |  |             | 3,450  |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Contributed capital                                |  |              | —           |         |  |             | —      |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Net loss for the year ended July 31, 2010          |  |              |             |         |  |             |        |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Balance, July 31, 2010                             |  |              | 43,449,631  |         |  |             | 43,450 |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Shares issued for services at $.001 per share      |  |              | 18,000,000  |         |  |             | 18,000 |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Net loss for the six months ended January 31, 2011 |  |              | —           |         |  |             | —      |             |  |      
|                                                   |  |              |             |         |  |             |        |             |  |      
|Balance, January 31, 2011                          |  |              | 61,449,631  |         |  | $           | 61,450 |             |  | $    





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



F-3


Table of Contents


GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Statements of Cash Flows

(unaudited)





|                                                                            |  |              |          |              |  | From Inception
|--------------------------------------------------------------------------- |  | ------------ | -------- | ------------ |  | --------------
|                                                                            |  | For the Six  |          | For the Six  |  | on March 2,   
|                                                                            |  | Months Ended |          | Months Ended |  | 2007 Through  
|                                                                            |  | January 31,  |          | January 31,  |  | January 31,   
|                                                                            |  | 2011         |          | 2010         |  | 2011          
|OPERATING ACTIVITIES                                                        |  |              |          |              |  |               
|                                                                            |  |              |          |              |  |               
|Net loss                                                                    |  | $            | (175,346 | )            |  | $             
|Adjustments to reconcile net loss to net cash used by operating activities: |  |              |          |              |  |               
|Issuance of common stock for services                                       |  |              | 173,179  |              |  |               
|Changes in operating assets and liabilities:                                |  |              |          |              |  |               
|Increase (decrease) in accounts payable                                     |  |              | 2,006    |              |  |               
|                                                                            |  |              |          |              |  |               
|Net Cash Used in Operating Activities                                       |  |              | (161     | )            |  |               
|                                                                            |  |              |          |              |  |               
|INVESTING ACTIVITIES                                                        |  |              | —        |              |  |               
|                                                                            |  |              |          |              |  |               
|FINANCING ACTIVITIES                                                        |  |              |          |              |  |               
|                                                                            |  |              |          |              |  |               
|Increase in loan from shareholder                                           |  |              | —        |              |  |               
|Repayment of shareholder loans                                              |  |              | —        |              |  |               
|Proceeds from common stock issued                                           |  |              | —        |              |  |               
|                                                                            |  |              |          |              |  |               
|Net Cash Provided by Financing Activities                                   |  |              | —        |              |  |               
|                                                                            |  |              |          |              |  |               
|NET INCREASE (DECREASE) IN CASH                                             |  |              | (161     | )            |  |               
|                                                                            |  |              |          |              |  |               
|CASH AT BEGINNING OF PERIOD                                                 |  |              | 161      |              |  |               
|                                                                            |  |              |          |              |  |               
|CASH AT END OF PERIOD                                                       |  | $            | —        |              |  | $             
|                                                                            |  |              |          |              |  |               
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                           |  |              |          |              |  |               
|                                                                            |  |              |          |              |  |               
|CASH PAID FOR:                                                              |  |              |          |              |  |               
|                                                                            |  |              |          |              |  |               
|Interest                                                                    |  | $            | —        |              |  | $             
|Income Taxes                                                                |  | $            | —        |              |  | $             
|                                                                            |  |              |          |              |  |               
|SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:                   |  |              |          |              |  |               
|                                                                            |  |              |          |              |  |               
|Common stock issued for prepaid consulting                                  |  | $            | —        |              |  |               
|Common stock issued for management fees                                     |  |              | 18,000   |              |  |               
|Shareholder loan converted to contributed capital                           |  | $            | —        |              |  | $             
|Accounts payable converted to contributed capital                           |  | $            | —        |              |  | $             









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



F-4


Table of Contents


GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

January 31, 2011 and July 31, 2010



NOTE 1 - 	CONDENSED FINANCIAL STATEMENTS



The accompanying financial statements
have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of operations, and cash flows at January 31, 2011, and
for all periods presented herein, have been made.



Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with
the financial statements and notes thereto included in the Company’s July 31, 2010 audited financial statements. The results
of operations for the period ended January 31, 2011 are not necessarily indicative of the operating results for a full year.



NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES



Use of Estimates



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



Recent Accounting Pronouncements



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



NOTE 3 – SIGNIFICANT TRANSACTIONS



Effective September 15, 2010 Leon Caldwell
resigned as CFO and Barbara Erdmann resigned as Secretary.



Effective November 22, 2010 John Baird resigned
as the Chairman of the Board.

F-5


Table of Contents


GOLDSPAN RESOURCES, INC.

(A Development Stage Company)

Notes to Financial Statements

January 31, 2011 and July 31, 2010



NOTE 4 – SUBSEQUENT EVENTS



Effective April 28th, 2011 Vincent
Franzone and Fred Jackson, Jr. resigned from their positions and appointed Robert W. George II as Chairman of the Board, CEO and
President and James McLaughlin as CFO and Secretary.



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



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

· Robert W. George II – Director and President

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

· David Saykally – Director and Secretary



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



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



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



F-6


Table of Contents




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



Forward-Looking Statements



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



Company Overview and Plan of Operations



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



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



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



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



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



| | i) | an initial amount of CDN $200,000 upon execution of the Definitive Agreement;
| | -- | -----------------------------------------------------------------------------

| | ii) | an additional amount of CDN $300,000 on or before that date which is 12 months from the date of the
Definitive Agreement; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------

| | iii) | the remaining amount of CDN $500,000 on or before that date which is 24 months from the date of the
Definitive Agreement;
| | ---- | -------------------------------------------------------------------------------------------------------------------------



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



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

| | ii) | the remaining CDN $2,000,000 on or before that date which is 24 months from the date of the Definitive
Agreement; and
| | --- | ---------------------------------------------------------------------------------------------------------------------



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Table of Contents


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



| | i) | all outstanding and ongoing cash payments required under Section 2.3 of the Underlying Agreement;
| | -- | -------------------------------------------------------------------------------------------------

| | ii) | all outstanding and ongoing share issuance obligations under Section 2.3 of the Underlying Agreement,
such that Goldspan shall issue securities in its capital in lieu and in replacement of Alix Resources issuing securities in its
respective capital;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii) | all cash payment and share issuance obligations under Section 2.8 of the Underlying Agreement, such
that Goldspan shall issue securities in its capital in lieu and in replacement of Alix Resources issuing securities in its respective
capital; and
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iv) | all lease payments, taxes or other amounts payable to the State of Alaska or other governmental authorities
with respect to the Property.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



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



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



Expected Changes In Number of Employees, Plant,
and Equipment



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



Results
of Operations for the three and six months endedJanuary 31, 2011



We did not earn any revenues from inception on
March 2, 2007 through the period ending January 31, 2011. We can provide no assurance that we will produce significant revenues
in the future, or, if revenues are earned, that we will be profitable.



We incurred operating expenses of $642,309
and net losses in the amount of $641,309 from our inception on March 2, 2007 through the period ending January 31,
2011.  We had no operating income and no expenses for the three months ended January 31, 2011. We incurred
operating expenses in the amount of $13,518 during the three months ended January 31, 2010. These expenses included auditing
fees of $1,000, accounting fees of $503, officer and director expenses of $5,310, transfer agent fees of $4,525, legal fees
of $1,134 and other administrative and general expenses of $1,046.



We incurred operating expenses and a net loss
in the amount of $175,346 during the six months ended January 31, 2011, compared to operating expenses of $19,718 and a net loss
in the amount of $18,718 during the six months ended January 31, 2010. Our operating expenses for the six months ended January
31, 2011 included $155,179 for investor relations, legal fees of $2,006, management fees of $18,000 and office expenses of $161.
By way of comparison our operating expenses for the six months ended January 31, 2010 included auditing fees of $4,500, officer
and director expenses of $6,950, auto expense of $680, transfer agent fees of $4,525, legal fees of $1,134, lodging and meals of
$407 and office expenses of $1,522.  Our losses are attributable to our operating expenses combined with a lack of any
revenues during our current stage of development.

5


Table of Contents


Liquidity
and Capital Resources



As of January 31, 2011, we had no cash and no
current assets. We had current liabilities and a working capital deficit of $56,527.



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



Off
Balance Sheet Arrangements



As ofJanuary 31, 2011, there were no off balance sheet arrangements.



Going Concern



Our financial statements have been prepared on
a going concern basis. As fo January 21, 2011 we had a working capital deficit of $54,521and an accumulated deficit of $641,309
since inception. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in
the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time. These factors
raise substantial doubt that we will be able to continue as a going concern. Management plans to continue to provide for our capital
needs by the issuance of common stock and related party advances.



Critical
Accounting Policies



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



Recently Issued Accounting Pronouncements



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





Item 3.     Quantitative
and Qualitative Disclosures About Market Risk



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



Item 4.     Controls
and Procedures



We carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of January 31, 2011. This evaluation was carried out under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of January 31, 2011, our disclosure controls and procedures were not effective. There have been no changes in our internal
controls over financial reporting during the quarter ended January 31, 2011.

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



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



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



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



Limitations on the Effectiveness of Internal
Controls



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

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PART II – OTHER INFORMATION



Item 1.     Legal
Proceedings



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



Item 1A. Risk Factors



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



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



None



Item 3.     Defaults
upon Senior Securities



None



Item 4.     Mine
Safety Disclosures



None.



Item 5.     Other
Information



The Company has received short term advances
from a shareholder totaling $19,755. These advances have been made to cover operating costs until the Company can generate its
own cash flow. These advances are non interest bearing and will be repaid to the shareholder when the Company has sufficient capital
to repay them.



Item 6.      Exhibits



|Exhibit Number | Description of Exhibit                                                                                                                                                       
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2           | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



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





|    | Goldspan Resources, Inc.                                         
|--- | -----------------------------------------------------------------
|    |                                                                  
|By: | /s/ David Hedderly-Smith                                         
|    | David Hedderly-Smith
        Chief Executive Officer and Director
|    | July 9,  2012                                                    





|By: | /s/ James McLaughlin                                         
|--- | -------------------------------------------------------------
|    | James McLaughlin
        Chief Financial Officer and Director
|    | July 9,  2012                                                



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