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
      1934For
      the quarterly period ended January 31,
      2010[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For
      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.)





6260 Rainbow Blvd. Suite 110, Las Vegas, Nevada
      89118(Address
      of principal executive offices)





818-340-4600(Issuer’s
      telephone number)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)


Check
whether the issuer (1) 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 issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days [X]
Yes    [ ] No





Indicate
by check mark whether the registrant 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





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:  39,999,631 common shares as of March
4, 2010.




Table of Contents


TABLEOF
      CONTENTS
            PagePART I – FINANCIAL INFORMATIONItem 1:
            Financial Statements
            3Item 2:
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            4Item 3:
            Quantitative and Qualitative Disclosures About Market
      Risk
            9Item 4T:
            Controls and Procedures
            9PART II – OTHER INFORMATIONItem 1:
            Legal Proceedings
            10Item 1A:
            Risk Factors
            10Item 2:
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            10Item 3:
            Defaults Upon Senior Securities
            10Item 4:
            Submission of Matters to a Vote of Security
      Holders
            10Item 5:
            Other Information
            10Item 6:
            Exhibits
            10





2
 Table of Contents





PART
I - FINANCIAL INFORMATION





Item1.     Financial Statements





Our
      financial statements included in this Form 10-Q are as
      follows:F-1
            Balance Sheets as of January 31, 2010, (unaudited) and July 31,
      2009 (audited);F-2
            Statements of Operations for the three and six months ended
      January 31, 2010 and January 31, 2009 and from Inception on March 2, 2007
      through January 31, 2010 (unaudited);F-3
            Statement of Stockholders’ Deficit from inception on March 2,
      2007 through January 31, 2010 (unaudited);F-4
            Statements of Cash Flows for the six months ended January 31,
      2010 and January 31, 2009 and from Inception on March 2, 2007 through
      January 31, 2010 (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,
2010 are not necessarily indicative of the results that can be expected for the
full year.




3
 Table of Contents
 GOLDSPANRESOURCES, INC.
 (A
Development Stage Company)
 Balance
Sheets
 ASSETSJanuary
      31,
                  2010
                
                July
      31,
                  2009(unaudited)
                
                (audited)CURRENT
      ASSETSCash
                $
                150
                
                $
                221Total
      Current Assets
                
                150
                
                
                221TOTAL
      ASSETS
                $
                150
                
                $
                221LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable
                $
                2,122
                
                $
                61,769Shareholder
      advances
                
                13,025
                
                
                -Total
      Current Liabilities
                
                15,147
                
                
                61,769STOCKHOLDERS'
      DEFICITPreferred
      stock - $0.001 par value; 10,000,000 shares authorized;
                  no
      shares issued and outstanding
                
                -
                
                
                -Common
      stock - $0.001 par value; 75,000,000 shares authorized;
                  39,999,631
      shares issued and outstanding, respectively
                
                40,000
                
                
                40,000Additional
      paid-in capital
                
                66,782
                
                
                1,513Deficit
      accumulated during the development stage
                
                (121,779)
                
                
                (103,061)Total
      Stockholders' Deficit
                
                (14,997)
                
                
                (61,548)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                $
                150
                
                $
                221
 The
accompanying notes are an integral part of these financial
statements.
 Table of Contents
 GOLDSPANRESOURCES, INC.
 (A
Development Stage Company)
 Statements
of Operations
 (unaudited)
 For
      the ThreeMonths EndedJanuary 31, 2010
                  
                  For
      the ThreeMonths EndedJanuary 31, 2009
                  
                  For
      the SixMonths EndedJanuary 31, 2010
                  
                  For
      the SixMonths EndedJanuary 31, 2009
                  
                  From
      Inceptionon March 2,2007 ThroughJanuary 31,
      2010REVENUES
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $COST
      OF GOODS SOLD
                  
                  
                  
                  
                  
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -GROSS
      PROFIT
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -OPERATING
      EXPENSESGeneral
      and administrative
                  
                  13,518
                  
                  
                  1,182
                  
                  
                  19,718
                  
                  
                  3,483
                  
                  
                  122,779Total
      Operating Expenses
                  
                  13,518
                  
                  
                  1,182
                  
                  
                  19,718
                  
                  
                  3,483
                  
                  
                  122,779LOSS
      FROM OPERATIONS
                  
                  (13,518)
                  
                  
                  (1,182)
                  
                  
                  (19,718)
                  
                  
                  (3,483)
                  
                  
                  (122,779)OTHER
      INCOME/EXPENSEExtinguishment
      of Debt
                  
                  1,000
                  
                  
                  -
                  
                  
                  1,000
                  
                  
                  -
                  
                  
                  1,000LOSS
      BEFORE INCOME TAXES
                  
                  (12,518)
                  
                  
                  (1,182)
                  
                  
                  (18,718)
                  
                  
                  (3,483)
                  
                  
                  (121,779)INCOME
      TAX EXPENSE
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -NET
      LOSS
                  $
                  (12,518)
                  
                  $
                  (1,182)
                  
                  $
                  (18,718)
                  
                  $
                  (3,483)
                  
                  $
                  (121,779)BASIC
      LOSS PER SHARE
                  $
                  -
                  
                  $
                  (0.00)
                  
                  $
                  (0.00)
                  
                  $
                  (0.00)WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
                  
                  39,999,631
                  
                  
                  43,077,229
                  
                  
                  39,999,631
                  
                  
                  43,077,229
 The
accompanying notes are an integral part of these financial
statements.
 Table of Contents
 GOLDSPANRESOURCES, INC.
 (A
Development Stage Company)
 Statement
of Stockholders' Deficit
 (unaudited)
 Common
      Stock
                    
                    Additional
                      Paid-In
                    
                    Deficit
                      Accumulated
                      During
      the
                      DevelopmentShares
                    
                    Amount
                    
                    Capital
                    
                    Stage
                    
                    TotalBalance,
      March 2, 2007
                    
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -
                    
                    $
                    -Shares
      issued for cashat
      $0.001 per share
                    
                    34,953,602
                    
                    
                    34,954
                    
                    
                    (29,454)
                    
                    
                    -
                    
                    
                    5,500Shares
      issued for cashat
      $0.0075 per share
                    
                    15,856,224
                    
                    
                    15,856
                    
                    
                    2,857
                    
                    
                    -
                    
                    
                    18,713Share
      issued for cashat
      $0.20 per share
                    
                    311,405
                    
                    
                    311
                    
                    
                    9,489
                    
                    
                    -
                    
                    
                    9,800Net
      loss for the yearended
      July 31, 2007
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (3,585)
                    
                    
                    (3,585)Balance,
      July 31, 2007
                    
                    51,121,231
                    
                    
                    51,121
                    
                    
                    (17,108)
                    
                    
                    (3,585)
                    
                    
                    30,428Net
      loss for the yearended
      July 31, 2008
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (44,457)
                    
                    
                    (44,457)Balance,
      July 31, 2008
                    
                    51,121,231
                    
                    
                    51,121
                    
                    
                    (17,108)
                    
                    
                    (48,042)
                    
                    
                    (14,029)Shares
      issued for cashat
      $0.01 per share
                    
                    4,766,400
                    
                    
                    4,766
                    
                    
                    2,734
                    
                    
                    -
                    
                    
                    7,500Shares
      cancelled in spin offon
      August 26, 2008
                    
                    (15,888,000)
                    
                    
                    (15,887)
                    
                    
                    15,887
                    
                    
                    -
                    
                    
                    -Net
      loss for the yearended
      July 31, 2009
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (55,019)
                    
                    
                    (55,019)Balance,
      July 31, 2009
                    
                    39,999,631
                    
                    
                    40,000
                    
                    
                    1,513
                    
                    
                    (103,061)
                    
                    
                    (61,548)Contributed
      capital
                    
                    -
                    
                    
                    -
                    
                    
                    65,269
                    
                    
                    -
                    
                    
                    65,269Net
      loss for six monthsended
      January 31, 2010
                    
                    -
                    
                    
                    -
                    
                    
                    -
                    
                    
                    (18,718)
                    
                    
                    (18,718)Balance,
      January 31, 2010
                    
                    39,999,631
                    
                    $
                    40,000
                    
                    $
                    66,782
                    
                    $
                    (121,779)
                    
                    $
                    (14,997)





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


Table of Contents
 GOLDSPANRESOURCES, INC.
 (A
Development Stage Company)
 Statements
of Cash Flows
 (unaudited)
  For
      the SixMonths EndedJanuary 31, 2010
                
                For
      the SixMonths EndedJanuary 31, 2009
                
                From
      Inceptionon March 2,2007 ThroughJanuary 31,
      2010OPERATING
      ACTIVITIESNet
      loss
                $
                (18,718)
                
                $
                (3,483)
                
                $
                (121,779)Adjustments
      to reconcile net loss to
                  net
      cash used by operating activities:Contributed
      expenses
                
                -
                
                
                -
                
                
                -Changes
      in operating assets and liabilities:Increase
      in accounts payable
                
                59,647
                
                
                3,025
                
                
                2,122Net
      Cash Used in Operating Activities
                
                (78,365)
                
                
                (458)
                
                
                (119,657)INVESTING
      ACTIVITIES
                
                -
                
                
                -
                
                
                -FINANCING
      ACTIVITIESProceeds
      from common stock issued
                
                -
                
                
                7,500
                
                
                41,513Contribution
      to capital
                
                65,269
                
                
                -
                
                
                65,269Increase
      in loans to related parties
                
                -
                
                
                (22,947)
                
                
                -Increase
      in loans from related parties
                
                13,025
                
                
                -
                
                
                13,025Net
      Cash Provided by Financing Activities
                
                78,294
                
                
                (15,447)
                
                
                119,807NET
      INCREASE (DECREASE) IN CASH
                
                (71)
                
                
                (15,905)
                
                
                150CASH
      AT BEGINNING OF PERIOD
                
                221
                
                
                23,748
                
                
                -CASH
      AT END OF PERIOD
                $
                150
                
                $
                7,843
                
                $
                150SUPPLEMENTAL
      DISCLOSURES OF CASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                $
                -
                
                $
                -
                
                $
                -Income
      Taxes
                $
                -
                
                $
                -
                
                $
                -NON
      CASH FINANCING ACTIVITIES:
  The
accompanying notes are an integral part of these financial
statements.
  Table of Contents


GOLDSPANRESOURCES, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010 and July 31, 2009
  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, 2010, 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,
2009 audited financial statements.  The results of operations for the
period ended January 31, 2010 are not necessarily indicative of the operating
results for a full year.
 
 NOTE 2
-                   GOING
CONCERN
 
 The
Company’s financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management’s plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
  Table of Contents
 GOLDSPAN
RESOURCES, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010 and July 31, 2009
 NOTE 3 –
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
 
 In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.
 
 In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.
 
 In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. (See FAS
167 effective date below.)
  Table of Contents
 GOLDSPAN
RESOURCES, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010 and July 31, 2009
 NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Recent Accounting
Pronouncements (Continued)
 
 In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. (See FAS 166 effective date below)
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. (See EITF 09-1 effective date
below.)
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15,2010. Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-14 to have a material effect on the financial position,
results of operations or cash flows of the Company.
 
 In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions ofASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.
 
 In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15,2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.
  Table of Contents
 GOLDSPAN
RESOURCES, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010 and July 31, 2009
 NOTE 3 –
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements (Continued)
 In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.
 
 NOTE 4 –
SIGNIFICANT TRANSACTIONS
 
 Pursuant
to a Purchase Agreement, the Company transferred its Pepper Hope mineral claim
located in British Columbia to Mr. Jeff Wiegel, its former officer and director.
In exchange for receiving ownership of the Pepper Hope claim, Mr. Wiegel has
delivered all of his 2,500,000 shares of common stock back to us for
cancellation. As part of the Split-off, Mr. Wiegel agreed to assume any and all
liabilities which may be related to the Pepper Hope mineral claim.  As a
result of the Split-Off, the Company is no longer pursuing our business plan of
exploring mineral properties in British Columbia. The Company’s business plan
was to explore the Pepper Hope claim for any commercially exploitable base or
precious metal deposits. Since the inception of this plan of operations,
however, the Company has experienced continual delays in locating and retaining
proper geologists to perform the planned field work at reasonable cost and have
suffered mounting financial losses. As a result, the Company has not been able
to continue with its planned exploration work and has been unable to obtain any
additional financing. Because of the difficulties in completing the initial
phases of our exploration program and the resulting need for additional funding,
the Company has determined that its plan of operations is no longer commercially
viable. Following the Split-off, the Company’s new management has been
evaluating alternative business opportunities with which it can go forward as an
operating business. The Company has not identified any business opportunities
thus far, but it is actively looking. There can be no assurance, however, that
the Company will be able to continue as a going concern.
  Table of Contents
 GOLDSPAN
RESOURCES, INC.
 (A
Development Stage Company)
 Notes to
Financial Statements
 January
31, 2010 and July 31, 2009
 NOTE 4 –
SIGNIFICANT TRANSACTIONS
 
 Accordingly,
on August 26, 2008, Mr. Jeff Wiegel, the Company’s former President, Chief
Executive Officer, Chief Financial Officer and director, returned all of his
2,500,000 shares of the Company’s issued and outstanding common stock to the
company for Cancellation under the Split-off as discussed above.
 
 On August
27, 2008, Mr. Alan Shinderman purchased 750,000 shares of the Company’s common
stock at a price of $0.01 per share, resulting in total proceeds to the Company
of $7,500. The sale of these shares to Mr. Shinderman was exempt from
registration under Section 4(2) of the Securities Act.
 
 On
November 11, 2009, the Company’s board of directors approved a forward split of
the Company’s common stock on the basis of 6.3552 shares for each share issued
and outstanding, payable upon surrender of old certificates.  The
total number of authorized shares has not been changed.  The forward
split was approved by FINRA and effective December 13, 2009. The shares
outstanding in the financial statements presented herein reflect the split on a
retroactive basis.
 
 NOTE
5-RELATED PARTY TRANSACTIONS
 
 In
January 2009, the Company loaned one of its principal shareholders $22,947. The
loan was non interest bearing, unsecured and due upon demand. The loan was
repaid. In November 2009 a principal shareholder loaned the Company $4,000 to
cover the cost of the July 31, 2009 audit. As part of the change in control of
the Company’s common shares, see 8-K filed which reflects this transaction; the
shareholder cancelled the Company’s obligation to repay the loan and $61,269 in
legal fees. These amounts have been recorded as contributed
capital.
 
 Additionally
with the change in control, a new shareholder made an advance to the Company of
$9,500 in November 2009. In January the same shareholder negotiated a settlement
with the billing of a vendor for a reduced price of $3,525 of the $4,525 that
was billed. This settlement was paid directly to the vendor and has been
accounted for as an advance by the shareholder to the Company. The advances by
the shareholder are non interest bearing, unsecured and are to be repaid once
the Company has sufficient cash resources to repay the advances.
 
 NOTE 6 –
SUBSEQUENT EVENTS
 
 On
February 12, 2010 the Company entered into an agreement to invest in NABC SA
Mining Company in Cote d’lvoire was signed which provides for the investment of
up to $8.4 million USD in staged tranches. These funds will be used for the
acquisition of the ownership and to determine the basis of assessment of the
current potential resources. Goldspan will own a thirty-five (35%) percent stake
in the new Company that will be formed that will acquire a mining research
license from NABC SA Mining Company for manganese at Kouassi Datekro in Cote
d’lvoire (“Kouassi”) which covers 1,817 square kilometers. The Company will have
a 45-day due diligence period.
 
 In
accordance with SFAS 165 (ASC 855-10) Company management reviewed all material
events through the date these financial statements were submitted to the
Securities and Exchange Commission and there are no other material subsequent
events to report other than those reported.


Table of Contents





Item2.     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” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions.  Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain.  Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.  We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.  Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.





Business
Overview and Plan of Operations





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





We have
been in the business of mineral exploration and we formerly owned a mineral
claim located in British Columbia.  Following a recent change in
control as reported on our Current Report on Form 8-K filed November 16, 2009,
we have determined to re-focus our efforts in the area of precious metals
mining.  Specifically, we are now focusing on the evaluation and
potential acquisition of small near term production gold mines and other mining
claims that may be  in or outside the United States.




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On
February 12, 2010, we entered into a letter agreement (entitled “Full Corporate
Offer,” hereinafter, the “Agreement”) with Wingspan Foundation, a private Panama
corporation.  Under the Agreement, we have the opportunity to
participate in joint venture ownership of the Kousassi-Datekro Manganese Mine in
Cote d’Ivoire.  The Kousassi-Datekro Manganese Mine is currently under
an option licensed to New African Business Corporation, S.A. (“NABC SA”) and
covers 1,817 square kilometers.  Under the proposed joint venture, the
Kousassi-Datekro Manganese Mine will be operated by a new company to be owned as
follows:





·
            25%           NABC
      SA


·
            30%           Wingspan
      Foundation


·
            35%           Goldspan
      Resources, Inc.


·
            10%           Government
      of Cote d’Ivoire





Under the
Agreement, we will have a forty-five (45) day period to conduct due diligence on
the Kousassi-Datekro Manganese Mine.  Our due diligence is expected to
commence on March 1, 2010 and will be directed by Mr. David Hedderly-Smith,
Ph.D., P.G., our Vice President and a member of our Board of
Directors.





In the
event that our due diligence is satisfactory, we will be required to pay a total
estimated fee of $8.4 million in order to participate in the proposed joint
venture.  Should we decide to proceed with the proposed joint venture,
the approximately $8.4 million fee will be payable as follows:





·
            Within
      four (4) business days of executing a joint venture agreement,
      approximately $2 million will be due and
  payable.


·
            Within
      four (4) business days of satisfactory completion of a full feasibility
      study, the balance of the $8.4 million fee will be due.  The
      feasibility study is expected to be completed within six months of
      execution of a joint venture
agreement.





In the
event that the proposed joint venture goes forward, the operating company is
expected to make the following investments with regard to the Kousassi-Datekro
Manganese Mine:





·
            Development
      and construction of the mine with associated
  infrastructure


·
            Construction
      of an manganese enrichment plant


·
            Acquisition
      of transport and other logistical
equipment


·
            Investment
      in the socio-economic infrastructure of the village communities bordering
      the mine





Our
participation in the Kousassi-Datekro Manganese Mine venture will be dependent
upon the results of the due diligence to be conducted by our Vice President and
geologist and upon our ability to raise the capital necessary to exercise our
option under the current Agreement.





Expected
Changes In Number of Employees, Plant, and Equipment





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





Results
of Operations for the three and six months ended January 31, 2010





We did
not earn any revenues from inception on March 2, 2007 through the period ending
January 31, 2010. We can provide no assurance that we will produce significant
revenues in the future, or, if revenues are earned, that we will be
profitable.




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We
incurred operating expenses of $122,779 and net losses in the amount of $121,779
from our inception on March 2, 2007 through the period ending January 31,
2010.  We incurred operating expenses of $13,518 with net loss in the
amount of $12,518 during the three months ended January 31, 2010, compared to
operating expenses and net losses in the amount of $1,182 during the three
months ended January 31, 2009. We negotiated a discount on outstanding
professional fees in the amount of $1,000. This has been classified as other
income from the extinguishment of debt.





We
incurred operating expenses of $19,718, net loss in the amount of $18,718 during
the six months ended January 31, 2010, compared to operating expenses and net
losses in the amount of $3,483 during the six months ended January 31, 2009. The
six months of operations included the same $1,000 that has been classified as
extinguishment of debt. Our operating expenses from inception through January
31, 2010 consisted of general and administrative expenses.  Our losses
are attributable to our operating expenses combined with a lack of any revenues
during our current stage of development.


Liquidity
and Capital Resources





As of
January 31, 2010, we had cash of $150 and a working capital deficit of $14,997.
We currently do not have any operations and we have no revenues. We will require
substantial additional financing in order to exercise our option to participate
in the contemplated Kousassi-Datekro Manganese Mine venture and to sustain any
substantial future business operations for any significant period of time. We
are currently engaged in efforts to raise additional debt and/or equity capital,
but we do not have any firm arrangements for financing and we may not be able to
obtain financing when required, in the amount necessary to fund our contemplated
operations, or on terms that are financially feasible.





As a
result of the change in control effective November 12, 2009 there was a
cancellation of attorney fees in the amount of $61,269 as a result of
negotiations with a former shareholder and the attorney being paid out outside
of the Company thereby relieving the Company of any further liability. In
addition, there was a cancellation of a note in the amount of $4,000, owed to a
former shareholder, as part of the consideration of the sale of his common
shares. This has been classified as contributed capital.





We have
not attained profitable operations and may be dependent upon obtaining financing
to pursue a long-term business plan. For these reasons our auditors stated in
their report that they have substantial doubt we will be able to continue as a
going concern.





Off
Balance Sheet Arrangements





As of
January 31, 2010, there were no off balance sheet arrangements.





Going
Concern





Our
financial statements have been prepared on a going concern basis. We have a
working capital deficit of $14,997 as of January 31, 2010 and have an
accumulated deficit of $121,779 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.




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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





In
January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation
(Topic 810): Accounting and Reporting for Decreases in Ownership of a
Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the
Company.





In
January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic
505): Accounting for Distributions to Shareholders with Components of Stock and
Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to
Topic 505 clarifies the stock portion of a distribution to shareholders that
allows them to elect to receive cash or stock with a limit on the amount of cash
that will be distributed is not a stock dividend for purposes of applying Topics
505 and 260. Effective for interim and annual periods ending on or after
December 15, 2009, and would be applied on a retrospective basis. The Company
does not expect the provisions of ASU 2010-01 to have a material effect on the
financial position, results of operations or cash flows of the
Company.





In
December 2009, the FASB issued Accounting Standards Update 2009-17,
Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises
Involved with Variable Interest Entities. This Accounting Standards Update
amends the FASB Accounting Standards Codification for Statement 167. (See FAS
167 effective date below.)




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 Table of Contents





In
December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers
and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This
Accounting Standards Update amends the FASB Accounting Standards Codification
for Statement 166. (See FAS 166 effective date below)





In
October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting
for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance
or Other Financing. This Accounting Standards Update amends the FASB Accounting
Standard Codification for EITF 09-1. (See EITF 09-1 effective date
below.)





In
October 2009, the FASB issued Accounting Standards Update 2009-14, Software
(Topic 985): Certain Revenue Arrangements That Include Software Elements. This
update changed the accounting model for revenue arrangements that include both
tangible products and software elements. Effective prospectively for revenue
arrangements entered into or materially modified in fiscal years beginning on or
after June 15,2010. Early adoption is permitted. The Company does not expect the
provisions of ASU 2009-14 to have a material effect on the financial position,
results of operations or cash flows of the Company.





In
October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue
Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update
addressed the accounting for multiple-deliverable arrangements to enable vendors
to account for products or services (deliverables) separately rather than a
combined unit and will be separated in more circumstances that under existing US
GAAP. This amendment has eliminated that residual method of allocation.
Effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010. Early adoption is
permitted. The Company does not expect the provisions ofASU 2009-13 to have a
material effect on the financial position, results of operations or cash flows
of the Company.





In
September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value
Measurements and Disclosures (Topic 820): Investments in Certain Entities That
Calculate Net Asset Value per Share (or Its Equivalent). This update provides
amendments to Topic 820 for the fair value measurement of investments in certain
entities that calculate net asset value per share (or its equivalent). It is
effective for interim and annual periods ending after December 15,2009. Early
application is permitted in financial statements for earlier interim and annual
periods that have not been issued. The Company does not expect the provisions of
ASU 2009-12 to have a material effect on the financial position, results of
operations or cash flows of the Company.





In July
2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task
Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The
provisions of EITF 09-1, clarifies the accounting treatment and disclosure of
share-lending arrangements that are classified as equity in the financial
statements of the share lender. An example of a share-lending arrangement is an
agreement between the Company (share lender) and an investment bank (share
borrower) which allows the investment bank to use the loaned shares to enter
into equity derivative contracts with investors. EITF 09-1 is effective for
fiscal years that beginning on or after December 15, 2009 and requires
retrospective application for all arrangements outstanding as of the beginning
of fiscal years beginning on or after December 15, 2009. Share-lending
arrangements that have been terminated as a result of counterparty default prior
to December 15, 2009, but for which the entity has not reached a final
settlement as of December 15, 2009 are within the scope. Effective for
share-lending arrangements entered into on or after the beginning of the first
reporting period that begins on or after June 15, 2009. The Company does not
expect the provisions of EITF 09-1 to have a material effect on the financial
position, results of operations or cash flows of the Company.




8
 Table of Contents





Item3.     Quantitative and Qualitative
Disclosures About Market Risk





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





Item4T.     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, 2010.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Mr. John Baird and Mr. Leon
Caldwell, respectively.  Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of January 31,
2010, our disclosure controls and procedures are effective.  There
have been no changes in our internal controls over financial reporting during
the quarter ended January 31, 2010.





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.





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. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  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.





9
 Table of Contents





PART
II – OTHER INFORMATION





Item1.     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.





Item1A.  Risk Factors





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





Item2.     Unregistered Sales of Equity
Securities and Use of Proceeds





None





Item3.     Defaults upon Senior
Securities





None





Item4.     Submission of Matters to a Vote
of Security Holders





No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended January
31, 2010.





Item5.     Other Information





The
Company has received short term advances from a shareholder totaling $13,025.
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.





Item6.      Exhibits





Exhibit
      Number
            Description
      of Exhibit3.1
            Articles
      of Incorporation (1)3.2
            Bylaws
      (1)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 200231.2
            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 200232.1
            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


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





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 Table of Contents





SIGNATURES





In
accordance with the requirements of the Securities and 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.Date:
            March
      16, 2010By:       /s/ John C.
      Baird
              John
      C. Baird
              Title:Chief
      Executive Officer and Chairman of the
  Board