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ITEM 1. BUSINESS
General
We were incorporated in the State of Nevada on April 21, 2006. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either development or production stages. We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. Our business office is located at 3390 Toopal Drive, Oceanside, California 92058. This is our mailing address as well. Our telephone number is (210) 862-3071. Ms. Miller, our secretary/treasurer, provides our office space on a rent-free basis.
We have no revenues, have achieved losses since inception, have no operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our officers and directors to fund operations.
We have no plans to change our business activities or to combine with another business. We are not aware of any events or circumstances that might cause us to change our plans.
Background
We are an exploration stage mining company, incorporated in Nevada.
The Company has been in the exploration stage since its formation and is primarily engaged in the acquisition and exploration of mining claims. Upon location of a commercial minable reserve, the Company expects to actively prepare the site for its extraction and enter a development stage.
On June 29, 2012 the company entered into an agreement with Mayan Minerals Ltd. to acquire a resource property in Nevada. The property consists of two Minerals Lode Claims totaling 40 acres in the Fairview mining district, Churchill County, Nevada. The property is located 98 air miles southeast of Reno and is accessible by road. It is in the vicinity of the Bell Mountain Mining Project which lies along the Eastern margin of the Walker Lane mineral belt which contains a number of past-producing gold-silver deposits and major mining districts (e.g. Tonopah, Rawhide, Paradise Peak). All of the land underlying the property is administered by the US Bureau of Land Management. There is no private land in the area. The core of the GSR property is a block of 2 unpatented mining claims, covering 40 acres.
Under the agreement, the Company shall pay the sum of all location, recording and maintenance fees to be submitted at a later date.
Claims Name
Record No.
GSR 1
GSR 2
As at June 30, 2012, the titles of above claims have not been transferred to the Company and the related purchase consideration has not been determined as well.
Employees
We intend to use the services of subcontractors for manual labor exploration work on our properties.
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ITEM 1. BUSINESS - continued
Employees and Employment Agreements
At present, we have no full-time employees. Our two officers and directors are part-time employees and each will devote about 10% of their time or four hours per week to our operation. Our officers and directors do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans. However, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Marilyn Miller, one of our officers and directors, will handle our administrative duties. Because our officers and directors are inexperienced with exploration, they will hire qualified persons to perform the surveying, exploration, and excavating of the property. As of today, we have engaged private companies to review and evaluate properties mineral claims located in USA and (Mexico)..
Our Office
Our business office is located at 3390 Toopal Drive, Oceanside, California 92058. This is our mailing address as well. Our telephone number is (210) 862-3071. We use this space on a rent free basis.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
ITEM 2. PROPERTIES
We do not own any property. On June 29, 2012 the company entered into an agreement with Mayan Minerals Ltd. to acquire a resource property in Nevada. The property consists of two Minerals Lode Claims totaling 40 acres in the Fairview mining district, Churchill County, Nevada.
ITEM 3. LEGAL PROCEEDINGS
We are not presently a party to any litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter, there were no matters submitted to a vote of our shareholders.
ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Only a limited market exists for our securities. There is no assurance that our limited market will develop into a regular trading market, or if developed, that it will be sustained. Therefore, a shareholder in all likelihood will be unable to resell his securities in our company. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.
Our company's securities are traded over-the-counter on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) under the symbol “GLNS”. Our shares were listed for trading on July 3, 2007.
Fiscal Year
2012
High Bid
Low Bid
Fourth Quarter 4-01-12 to 6-30-12
$
0.25
0.0
Third Quarter 1-01-12 to 3-31-12
Second Quarter 10-01-11 to 12-31-11
First Quarter 7-01-11 to 9-30-11
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ITEM 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS - continued
2011
Fourth Quarter 4-01-11 to 6-30-11
Third Quarter 1-01-11 to 3-31-11
Second Quarter 10-01-10 to 12-31-10
First Quarter 7-01-10 to 9-30-10
Dividend Policy
We have not declared any cash dividends. We do not intend to pay dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the NASD's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.
Securities authorized for issuance under equity compensation plans
We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.
Status of our public offering