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MainStreetChamber Holdings, Inc.

US:MSCH
US$0.140Close 6 Oct 2026 · delayed

Past year: ▲ 25%(11.2c – 28.0c USD)

Market cap
A$2.2m
Shares on issue
11.3m
Story beats
14 since 2008
Last event
13 Dec 2021

History

A shell company that tried and dropped many ventures, was diluted by a Nevada mining deal it later reversed, and by December 2021 was buying Nevada businesses with stock.

2008-2012: A shell in search of a business

The company, then filing as Goldspan Resources, Inc., began as a small mineral explorer. In September 2008 it handed its Pepper Hope claim in British Columbia back to its former officer Jeff Wiegel, who returned his 2,500,000 shares and took on the claim's liabilities. The company said its exploration plan was no longer commercially viable and it had no new business. Alan Shinderman became sole officer and director, bought 750,000 new shares for $7,500, and the offices moved to Las Vegas.

In 2010 it chased several ideas. In February it won a 45-day chance to take 35% of a manganese mine joint venture in Cote d'Ivoire, at an estimated $8.4 million fee. In March it agreed to buy 7.5% of X9 Gold Development for $375,000, though it had no firm financing. In May it signed a non-binding letter of intent for a New York home heating oil retailer, Able Energy New York. By June 1 it ended the manganese venture after lab tests on ore samples; the fee was never paid. The filings do not report how the X9 and Able proposals ended. In April 2012 it signed a non-binding letter of intent for an option on 60% of the Golden Zone Property in Alaska, from Alix Resources.

2012-2014: The SJE deal

The record shows 73,699,631 shares at the end of 2012 and 3,217,985 a year later, a change the beats do not explain. The Alaska deal lapsed because the company could not meet its terms, and a March 2013 letter of intent to buy 80% of Equipment & Trucks Inc. ended without liability. The company said it had limited cash and had terminated operations.

On July 31, 2014 it bought Nevada mining claims in Washoe and Churchill Counties from SJE Mining LLC, issuing 200 million new shares, about 71% of the post-closing total, and assuming $150,000 of SJE notes. It planned a 1:25 reverse split and an equity offering of up to $4 million. Existing holders were heavily diluted, and Phillip Allen took over as President. Share counts were 11,217,985 at the end of 2014 and 11,308,049 a year later.

2017-2019: Unwinding and going quiet

Now called Walker Lane Exploration, the company announced in April 2017 that it was rescinding the SJE purchase, saying the promised financing never came and the claims were nearly worthless. Holders of 50.02% of shares replaced the board with Phillip Allen, Keith Simon and Iain Stewart. The board said financial statements from July 31, 2014 onward should not be relied on; no resolution is reported. The rescission was finalised effective December 26, 2017: SJE returned 6.15 million shares for cancellation and kept 500,000, and the company paid $5,000 in expenses and held no claims.

In February 2018 it agreed to buy Texas-based XON Energy Resources for 6,115,279 new shares, which would give XON holders about 45%. The outcome is not reported. In February 2019 the company suspended its duty to file periodic reports with the SEC.

2021: A new acquisition programme

In September 2021 the company said it had agreed to acquire up to twelve operating companies over a year, paying in restricted shares. Larry Kozin was named manager of the targets, and the sellers would hold about 65% of the shares once all deals closed. Three directors had resigned on August 27, and Kozin and Huntley Andrews joined. It planned to rename itself MainStreetChamber Holdings.

On October 27 it signed for two Nevada companies, and in November it said it would not file the audited financials it had promised, saying they were not required. On December 7, 2021 it completed three more, issuing 21,801,000 restricted shares. As of December 13, 2021, five unnamed Nevada businesses had been bought, no mining claims were held, and no debt was disclosed.

Written from the 14 story beats below (2008 to 13 Dec 2021), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

202111.3m shares · US$4.5m market cap

  1. 13 Dec

    On December 7, 2021 the company signed and completed Asset Purchase Agreements for the third, fourth and fifth acquisitions, three Nevada companies, paying with restricted shares of 10,900,500, 5,450,250 and 5,450,250 (21,801,000 in total). This continues the acquisition programme announced in August 2021 and further dilutes existing shareholders. The filing does not name the companies or describe what they do.

    material agreement

    11.3m shUS$4.5m
  2. 3 Nov

    This amendment reports the first concrete step of the August 2021 plan: on October 27, 2021 the company signed an Asset Purchase Agreement with two Nevada companies, paying in restricted shares. The filing does not state the number of shares or the price in its text. It also corrects the earlier filing: the company says it will not file the audited financial statements and Form 10-type information it had promised, because it says that information is not required.

    material agreement

    11.3m shUS$4.5m
  3. 8 Sept

    Walker Lane said it had agreed to acquire up to twelve operating companies over the next year, paying for each with newly issued restricted shares. The filing says the sellers' principals would over time gain control of the company and that it plans to rename itself MainStreetChamber Holdings. The press release names Larry Kozin as the manager of the target companies and says that, once all deals are done, about 65% of the shares then outstanding would have been issued to the sellers, diluting existing holders. This follows the 2018 XON share exchange proposal, whose outcome the filings do not report; it also follows the 2018 suspension of periodic reporting. The press release also states that three directors resigned on Aug 27, 2021 and Larry Kozin (COO) and Huntley Andrews (Senior Strategic Development Advisor) were added. Revenue figures for the first target (up to $1.5 million) are management's expectations, not reported results.

    material agreement

    11.3m shUS$4.2m

201911.3m shares · US$4.0m market cap

  1. 15 Feb

    MainStreetChamber Holdings, Inc. suspended its duty to file periodic reports with the SEC.

    listing compliance notice

    11.3m shUS$4.0m

201811.3m shares · US$1.1m market cap

  1. 23 Feb

    On February 20, 2018 the company signed a share exchange agreement with the stockholders of XON Energy Resources Inc., a Texas corporation, to buy all of XON for 6,115,279 new restricted shares. If it closes, XON holders would own about 45% of the company, diluting existing shareholders. It is subject to conditions, and closing would be reported by amendment.

    material agreement

    11.3m shUS$1.1m
  2. 8 Feb

    On February 8, 2018 the company reported that the SJE Mining rescission announced in April 2017 was finalised, with an effective date of December 26, 2017. SJE returned 6.15 million shares for cancellation and kept 500,000 shares, subject to resale limits; SJE took back the liabilities, the company assigned the mining claims back, and it paid SJE $5,000 in expenses. This resolves the 2014 SJE acquisition thread, and the company now holds no claims from it.

    asset acquisition disposition

    11.3m shUS$1.1m

201711.3m shares · US$1.1m market cap

  1. 25 Apr

    Now named Walker Lane Exploration, the company said on April 25, 2017 that it was rescinding, effective July 31, 2014, the SJE Mining purchase: it would return the Nevada claims and repudiate the $150,000 of notes it had assumed. The board said the promised financing never came and the claims proved nearly worthless. Holders of 50.02% of shares removed the prior directors and installed Phillip Allen, Keith Simon and Iain Stewart, and the board said financial statements from July 31, 2014 onward should not be relied on. This reverses the 2014 deal.

    asset acquisition disposition

    11.3m shUS$1.1m

201411.2m shares · US$561k market cap

  1. 7 Aug

    On July 31, 2014 Goldspan bought mining claims in Washoe and Churchill Counties, Nevada from SJE Mining LLC by issuing 200 million new shares (about 71% of the post-closing shares), assuming $150,000 of SJE notes, and planning a 1:25 reverse split and an equity offering of up to $4 million. The filing states the Alaska Golden Zone deal lapsed because the company could not meet its terms, and that a March 2013 letter of intent to buy 80% of Equipment & Trucks Inc. also ended without liability. Existing holders were heavily diluted, and new directors and officers (Phillip Allen as President) took over. The filing says it had limited cash and terminated operations before this deal.

    business combination

    11.2m shUS$561k

2012

  1. 25 Apr

    On April 5, 2012 the company (then named Goldspan Resources) signed a non-binding letter of intent with Alix Resources Corp. for an option to acquire a 60% interest in the Golden Zone Property in Alaska. It would pay CDN $1,000,000 to Alix over 24 months, fund CDN $3,500,000 of exploration over 24 months, and take on Alix's payment and share-issuance obligations to the property owners. It is conditional on a definitive agreement, due diligence and owner approval. This is a new direction after the earlier Able NY and X9 proposals, whose outcomes this filing does not report.

    farm in farm out agreement

2010

  1. 1 June

    The company ended its Kousassi-Datekro manganese joint venture agreement with Wingspan Foundation, resolving the February 2010 opportunity. It says lab tests on ore samples brought back by its vice president, Mr. Hedderly-Smith, led it to decide the venture was not in its interest, and NABC SA could not supply more geologic data during the extended diligence period. No contractual penalties apply, and the $8.4 million fee was never paid.

    material agreement termination

  2. 24 May

    On May 22, 2010 the company signed a non-binding letter of intent with American Bio Fuels, LLC to buy 100% of its subsidiary Able Energy New York, Inc., a New York home heating oil retailer. Payment is expected to be a mix of company shares and convertible notes, with a definitive agreement targeted by June 15, 2010 after audits of Able NY's June 2009 and June 2010 years. This is another new business direction and is not binding.

    material agreement

  3. 30 Mar

    On March 26, 2010 the company agreed to buy 75 shares (7.5%) of private company X9 Gold Development, Inc. for $375,000, within 120 days, and must try to raise up to $2 million of private equity to do so. X9 holds a licence to the B9 Bubble Mill ore-milling process. If the purchase closes and X9's tests succeed (8 of 10 ores), the company would acquire the rest of X9 for 9,250,000 new shares. The filing says the company has no firm financing arrangements, so this is contingent and unfunded for now.

    material agreement

  4. 16 Feb

    On February 12, 2010 the company signed a letter agreement with Wingspan Foundation giving it the chance to take a 35% stake in a joint venture for the Kousassi-Datekro manganese mine in Cote d'Ivoire (other owners: NABC SA 25%, Wingspan 30%, the Ivorian government 10%). It has a 45-day due diligence period, and if it proceeds it must pay an estimated $8.4 million fee (about $2 million within four business days of signing the joint venture agreement, the rest after a feasibility study). This is a new direction after the Pepper Hope claim was given up; it is only an opportunity, not a completed purchase.

    material agreement

2008

  1. 3 Sept

    The company (filing under the name Goldspan Resources, Inc.) handed its Pepper Hope mineral claim in British Columbia to its former officer and director Jeff Wiegel, who returned his 2,500,000 shares for cancellation and took on the claim's liabilities. The company says its exploration plan is no longer commercially viable, it has no new business identified yet, and there is no assurance it can continue as a going concern. Alan Shinderman became sole officer and director and bought 750,000 new shares at $0.001 each ($7,500), leaving him the largest shareholder at about 11.92%; offices moved to Las Vegas.

    business combination