SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
AMENDMENT NO. 2
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest reported): June 12, 2003
GoldSpring, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
000-32429 65-0955118
(Commission File Number) (IRS Employer Identification No.)
14354 N. Frank Lloyd Wright Blvd., Suite 4, Scottsdale, Arizona 85260
(Address of Principal Executive Offices)(Zip Code)
(480)477-6440
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
The Registrant files this Amendment No. 1 to its Form 8-K dated June 12, 2003,
as previously filed with the SEC July 3, 2003, to include certain financial
statements pursuant to item 7 of the Form 8-K, commencing on page F-1
immediately following the signatures.
Item 1. Changes in Control of Registrant
On June 12, 2003 (the "Effective Date"), pursuant to a Plan and Agreement of
Reorganization ("Agreement") by exchange by Goldspring, Inc. ("Goldspring" or
the "Company") with Ecovery, Inc. the Company purchased two wholly owned
affiliates of Ecovery, Ecovat Copper Nevada L.L.C. and GoldSpring L.L.C. These
two entities contained substantially all of the assets of Ecovery, Inc. In
consideration for these two L.L.C.'s the Company issued a total of 90,000,000
restricted common shares of the Company and 46,500 newly authorized $100
Preferred Convertible/Redeemable shares plus $100,000 in full satisfaction of
$4,750,000 of production payments due from the operation. Total consideration
for the GoldSpring mining claims was $4,750,000, which has been reported as an
asset on the Company's balance sheet. The Agreement was entered into on March
20, 2003, to be effective March 11, 2003 and all of the requirements of
conditions of the closing were satisfied as of June 12, 2003.
The Company's balance sheet, post closing, now reflects assets of approximately
$13.8 million which includes the GoldSpring Placer Gold Claims (GoldSpring,
L.L.C.) and the Big Mike Copper project (Ecovat Copper Nevada, L.L.C., at cost,
and no debt (See Exhibits). Goldspring, LLC was formed in March 2003 for the
purpose of acquiring the Goldspring Placer Gold Claims and therefore to date has
no audited financial statements. Pursuant to such agreement, the Company
cancelled the previously issued 79,500,000 restricted common shares and reissued
90,000,000 restricted common shares to the Ecovery shareholders.
Based on the Bourne and Pelke Engineering Reports, Goldspring, LLC has proven
Gold reserves of 1,199,999 ounces. At the current price for Gold reserves of
$370 per ounce, such gold reserves amount to approximately $443,600,000.00.
Based on geological reports, Big Mike has 25,000,000 pounds of reported copper
ore reserves Based on a current market price of $.75 per pound for copper
reserves, such reserves amount to approximately $17,500,000.00.
Pursuant to the terms of the Agreement, Antonio Treminio resigned from the Board
of Directors of the Company and John Cook and Les Cahan were appointed to the
Board of Directors. In addition, Antonio Treminio resigned as President, Chief
Executive Officer and Chief Financial Officer and John Cook was named as
President and Chief Executive Officer of the Company. Les Cahan was named as the
Treasurer of the Company. In addition, on June 9, 2003, the Company appointed
Robert Faber, CPA, to its Board of Directors and named him Chief Financial
Officer of the Company.
Subsequent to the filing of the initial 8K, we completed a private placement
offering in which we sold 2 million restricted shares at $0.125. This financing
netted the Company $250,000.00, which is being used to advance the gold
production timing on the Company's GoldSpring Placer gold claims near Carson
City, Nevada, and for general corporate purposes. We have also closed the Stage
2 equity financing with the London Stock Exchange Listed Investment Trust which
will net us $1.7M. The offering of restricted common shares was ultimately
oversubscribed and the proceeds received were greater that expected. This
placement, coupled with the private placement we completed in August 2003, gives
us nearly $2M in working capital that will stabilize our ability to commence
gold production in the Gold Spring placer claims in Nevada. This financing
enables full execution of the staged deployment of four RMS-Ross built and
designed turnkey gravity gold recovery plants commencing in the fourth quarter
of 2003 and first quarter of 2004. Proceeds will also be used for general
corporate purposes and to pursue additional opportunities currently under
evaluation by the Company's acquisition team.
The Acquisition was approved by the unanimous consent of the Board of Directors
of the Company and by the majority of the Board of Directors of Ecovery on March
12, 2003.
The following is a biographical summary of the directors and officers of the
Company:
John Cook has been our President, Chief Executive Officer and a Director since
March 2003. He is a professional mining engineer (PEng) with an extensive
background in worldwide mining projects and operations. Most recently, he has
been involved in the construction of a gravity gold extraction plant in eastern
Canada. He is the non-executive Chairman of Anaconda Gold Corp. and is a
director of three other public companies. Mr. Cook has previously worked in
senior positions with Navan Resources, Goldcorp and Lac Minerals. In all he has
more than 40 years experience in the mining industry.
Leslie L. Cahan has been our Treasurer and a Director since March 2003. Mr.
Cahan was the former owner of the GoldSpring placer gold claims and will serve
as Company treasurer and will oversee the management of the GoldSpring claims.
He has owned the claims since 1986 and has been intimately involved in the
exploration and development activities over the past 17 years. Mr Cahan has a
history of real estate development in U.S.A and Canada.
Robert Faber has been a member of our Board of Directors and Chief Financial
Officer since June 2003. Mr. Faber is a financial executive with 20 years of
diverse financial management, business and acquisition experience including
substantial international experience. Mr. Faber has extensive experience in
developing and implementing business strategies for complex multi-country,
multi-currency, multi-location and multi-cultural environments as well as
extensive merger and acquisition experience with over 50 separate transactions
ranging from $250 million to $500,000. Mr. Faber previously served as the
Assistant Regional Controller with Allied Waste Industries, where his team was
responsible for management of a $1.2 billion multi state business operation.
Prior to Allied, Faber spent 17 years with Waste Management, Inc., a $12 billion
publicly traded environmental services company, during which time he served at
senior positions such as Director of Finance, London, England. He has extensive
experience in SEC reporting.
The following is a biographical summary of the outside Professional Consultants:
P.K. Rana Medhi, Mining Engineer was the senior operations engineer with Cypress
Minerals for 15 years, working directly with the President of the Company. Rana,
as a senior advisor to the Company, brings large scale earthmoving experience
and extensive mining and permitting background to the Company.
Paul A. Pelke, Registered Geologist, has over 20 years experience as project
manager/geologist in gold projects around the world. A graduate of MIT, Paul, as
a resident of Reno, NV has had the opportunity to be involved in the GoldSpring
claims and has intimate knowledge of the exploration activities through the
years. The knowledge and information he brings is invaluable to the current
operation.
Terry Plummer, President of RMS - Ross Corporation, has 35 years in the placer
mining industry world wide and has visited over 250 placer mining operations.
RMS -Ross is a leading supplier of placer mining processing equipment and a
licensed dealer for Falcon concentrators. Terry will head up GoldSpring's
processing equipment team and will be instrumental in both the start up and
ongoing phases of operations. The initial plant will be capable of handling 200
tons per hour and has been fully designed and specified following Terry's March
site visit.
Jerrie Gasch is a Registered Geophysicist and Geologist from Gasch and
Associates of Sacramento, Ca. www.geogasch.com. Jerrie has been involved in
virtually all of the exploration and engineering work conducted on the
GoldSpring placer claims over the past 20 years.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
ECOVAT COPPER NEVADA, LLC
December 31, 2002 and 2001
AND
For the six months ended June 30, 2003 (UNAUDITED)
INDEX TO FINANCIAL STATEMENTS
Page
-----
Independent Auditors' Report.......................................... 2
Balance Sheets........................................................ 3
Statements of Operations and Members Capital.......................... 4
Statements of Cash Flows.............................................. 5
Notes to the Financial Statements..................................... 6-12
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the member
Ecovat Copper Nevada, LLC
We have audited the accompanying balance sheets of Ecovat Copper Nevada, LLC. (a
Nevada Limited Liability Corporation) ("The Company") as of December 31, 2002
and 2001 and the related statements of operations and members capital, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ecovat Copper Nevada, LLC. as
of December 31, 2002 and 2001, and the results of its operations and its cash
flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
September 5, 2003
ECOVAT COPPER NEVADA, LLC
BALANCE SHEETS
December 31 June 30
---------------------------- 2003
2002 2001 (Unaudited)
-------- -------- ---------
ASSETS
Land development $119,138 $119,138 $119,138
Cash 30 30 30
-------- -------- --------
TOTAL ASSETS $119,168 $119,168 $119,168
======== ======== ========
LIABILITIES AND MEMBERS CAPITAL
Members capital $119,168 $119,168 $119,168
-------- -------- --------
TOTAL LIABILITIES AND
MEMBERS CAPITAL $119,168 $119,168 $119,168
======== ======== ========
ECOVAT COPPER NEVADA, LLC
STATEMENT OF OPERATIONS AND MEMBERS CAPITAL
For the years ended December 31, Six Months Ended June 30
2002 2001 2003 2002
--------- --------- -------------- --------------
(Unaudited) (Unaudited)
Revenues $ -- $ -- $ -- $ --
--------- --------- -------------- --------------
Promotional expenses -- 8,951 -- --
--------- --------- -------------- --------------
NET LOSS $ -- (8,951) $ -- $ --
============== ==============
MEMBERS' CAPITAL - beginning $ 119,168 128,119
--------- ---------
MEMBERS' CAPITAL - ending $ 119,168 $ 119,168
========= =========
ECOVAT COPPER NEVADA, LLC
STATEMENTS OF CASH FLOWS
For the years ended December 31 Six months ended June 30
---------------------------- ----------------------------
2002 2001 2003 2002
-------- -------- -------- --------
(Unaudited) (Unaudited)
Cash Flows From Operating Activities
Net loss $ -- (8,951) $ -- $ --
Adjustments to reconcile net loss to net
cash used by operating activities -- -- -- --
-------- -------- -------- --------
Total adjustments -- -- -- --
-------- -------- -------- --------
Net Cash Used in Operating Activities -- (8,951) -- --
-------- -------- -------- --------
Cash Flows From Investing Activities -- -- -- --
-------- -------- -------- --------
Cash Flows From Financing Activities
Principal payments on note payable -- (23,000) -- --
Member contributions -- 31,951 -- --
-------- -------- -------- --------
Net Cash Provided by Financing Activities -- 8,951 -- --
-------- -------- -------- --------
NET INCREASE IN CASH -- -- -- --
CASH AT BEGINNING OF PERIOD 30 30 30 30
-------- -------- -------- --------
CASH AT END OF PERIOD $ 30 $ 30 $ 30 $ 30
======== ======== ======== ========
ECOVAT COPPER NEVADA, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations: Ecovat Copper Nevada, LLC (a Nevada
Limited Liability Corporation) ("the Company")was formed in 1999 for the purpose
of acquiring the rights, title and interest to approximately 310 acres of raw
land located in Pershing County, Nevada. This land consists of 17 unpatented
lode mining claims and one placer mine claim , all engineering reports and
technical data, and all previously mined material presently sitting on the
surface of the claims consisting of an approximate quantity on 1.2 million tons
of raw copper ore.
Ecovat Copper Nevada, LLC is a single member LLC that has Ecovery, Inc. as it
sole and managing member.
As further discussed in Note B, the company has been acquired, and financing has
been obtained to facilitate the commencement mining operations.
Research and Development Costs: Generally accepted accounting principles state
that costs that provide no discernible future benefits, or allocating costs on
the basis of association with revenues or among several accounting periods that
serve no useful purpose, should be charged to expense in the period occurred.
SFAS No. 2 "Accounting for Research and Development Costs" requires that certain
costs be charged to current operations including, but not limited to: salaries
and benefits; contract labor; consulting and professional fees; depreciation;
repairs and maintenance on operational assets used in the production of
prototypes; testing and modifying product and service capabilities and design;
and, other similar costs.
Property and Equipment: Property and equipment are stated at cost. Depreciation
and amortization are provided in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives. When
applicable, leasehold improvements and capital leases are amortized over the
lives of respective leases, or the service lives of the improvements, whichever
is less.The straight-line method of depreciation is used for financial reporting
purposes.
The estimated useful lives, of property and equipment, are as follows:
YEARS
-----
Computer equipment, peripherals and software 2-3
Office equipment 3-5
Furniture and fixtures 5-7
ECOVAT COPPER NEVADA, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Expenditures for renewals and improvements that significantly extend the useful
life of an asset are capitalized. The costs of software used in the business
operations are capitalized and amortized over their expected useful lives.
Expenditures for maintenance and repairs are charged to operations when
incurred. When assets are sold or retired, the cost of the asset and the related
accumulated depreciation are removed from the accounts and any gain or loss is
recognized at such time.
Use of Estimates: In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenditures during the reported periods. Actual
results could differ materially from those estimates. Estimates may include, but
not be limited to, those pertaining to the estimated useful lives of property
and equipment and software, determining the estimated net realizable value of
receivables, and the realization of deferred tax assets.
Interests in Mineral Properties: Interests in mineral properties include
acquired interests in production stage, development stage and exploration stage
properties. The fair value of acquired royalty interests in mineral properties
are capitalized as intangible assets.
Acquisition costs of production and development stage royalty interests are
depleted using the units of production method over the live of the mineral
property, which is estimated using proven and probable reserves. Acquisition
costs of interests on exploration stage mineral properties, where there are no
proven and probable reserves, are amortized on a straight-line basis over the
expected useful life of the royalty interest. At such time as the associated
exploration stage mineral interests are converted to proven and probable
reserves, the remaining unamortized basis is amortized over the mineral
properties remaining life, using proven and probable reserves. Exploration costs
are charged to expense when incurred.
ECOVAT COPPER NEVADA, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Long-Lived Assets and Asset Impairment: It is the Company's policy to review the
carrying value of long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying value of such assets may not be
recoverable. Measurement of the impairment loss is based on the fair value of
the asset. The recoverability of the carrying value of royalty interests in
production and development stage mineral properties is evaluated based upon
estimated future undiscounted net cash flows from each royalty interest property
using estimates of proven and probable reserves. The recoverability of the
carrying value of royalty interests is evaluated in exploration stage mineral
properties in the event of significant decreases in the price of the mining
material, and whenever new information regarding the mineral properties is
obtained from the operator that could affect the future recoverability of our
royalty interests. Impairments in the carrying value of each property are
measured and recorded to the extent that the carrying value in each property
exceeds its estimated fair value, which is generally calculated using future
discounted cash flows.
Our estimate of metal prices, operator's estimates of proven and probable
reserves related to our properties and operators estimates of operating, capital
and reclamation costs are subject to certain risks and uncertainties which may
affect the recoverability of our investment in these interests in mineral
properties. Although management has made its best assessment of these factors
based on current conditions, it is possible that changes could occur, which
could adversely affect the net cash flows expected to be generated from these
interests.
Revenue recognition: Revenue will be recognized when earned on the basis of
production for mine operations pursuant of the terms of the relevant mining
agreements and SAB 101. Income Taxes: The Company is a single member limited
liability company that takes on the characteristics of a partnership to tax
reporting purposes. Accordingly, the single member of the Company is responsible
for taxes on the Company's income in its corporate income tax return and no
provision or liability for income taxes is reflected in the accompanying
financial statements.
Recent Accounting Pronouncements:
The Financial Accounting Standards Board has recently issued several new
accounting pronouncements which may apply to the Company.
Statement No. 141 "Business Combinations" establishes revised standards for
accounting for business combinations. Specifically, the statement eliminates the
pooling method, provides new guidance for recognizing intangible assets arising
in a business combination, and calls for disclosure of considerably more
information about a business combination. This statement is effective for
business combinations initiated on or after July 1, 2001. The adoption of this
ECOVAT COPPER NEVADA, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
pronouncement on July 1, 2001 did not have a material effect on the Company's
financial position, results of operations or liquidity.
Statement No. 142 "Goodwill and Other Intangible Assets" provides new guidance
concerning the accounting for the acquisition of intangibles, except those
acquired in a business combination, which is subject to SFAS 141, and the manner
in which intangibles and goodwill should be accounted for subsequent to their
initial recognition. Generally, intangible assets with indefinite lives, and
goodwill, are no longer amortized; they are carried at lower of cost or market
and subject to annual impairment evaluation, or interim impairment evaluation if
an interim triggering event occurs, using a new fair market value method.
Intangible assets with finite lives are amortized over those lives, with no
stipulated maximum, and an impairment test is performed only when a triggering
event occurs. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 142 on January 1, 2002 did not have a
material effect on the Company's financial position, results of operations or
liquidity.
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." The standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value each period, and the
capitalized cost is depreciated over the useful life of the related asset. Upon
settlement of the liability, an entity either settles the obligation for its
recorded amount or incurs a gain or loss upon settlement. The standard is
effective for fiscal years beginning after June 15, 2002. The adoption of SFAS
No. 143 is not expected to have a material impact on the Company's financial
position, results of operations or liquidity.
Statement No. 144 "Accounting for the Impairment or Disposal of Long-Lived
Assets" supercedes Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" ("SFAS 121").
Though it retains the basic requirements of SFAS 121 regarding when and how to
measure an impairment loss, SFAS 144 provides additional implementation
guidance. SFAS 144 excludes goodwill and intangibles not being amortized among
other exclusions. SFAS 144 also supercedes the provisions of APB 30, "Reporting
the Results of Operations," pertaining to discontinued operations. Separate
reporting of a discontinued operation is still required, but SFAS 144 expands
the presentation to include a component of an entity, rather than strictly a
business segment as defined in SFAS 131, "Disclosures about Segments of an
Enterprise and Related Information." SFAS 144 also eliminates the current
exemption to consolidation when control over a subsidiary is likely to be
temporary. This statement is effective for all fiscal years beginning after
December 15, 2001.
ECOVAT COPPER NEVADA, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
The adoption of SFAS 144 on January 1, 2002 did not have a material effect on
the Company's financial position, results of operations or liquidity.
Statement No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
of FASB Statement No. 13, and Technical Corrections," updates, clarifies, and
simplifies existing accounting pronouncements. Statement No. 145 rescinds
Statement 4, which required all gains and losses from extinguishment of debt to
be aggregated and, if material, classified as an extraordinary item, net of
related income tax effect. As a result, the criteria in Opinion 30 will now be
used to classify those gains and losses. Statement 64 amended Statement 4, and
is no longer necessary because Statement 4 has been rescinded. Statement 44 was
issued to establish accounting requirements for the effects of transition to the
provisions of the motor Carrier Act of 1980. Because the transaction has been
completed, Statement 44 is no longer necessary. Statement 145 amends Statement
13 to require that certain lease modifications that have economic effects
similar to sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. This amendment is consistent with FASB's goal
requiring similar accounting treatment for transaction that have similar
economic effects. This statement is effective for fiscal years beginning after
May 15, 2002. The adoption of SFAS No. 145 is not expected to have a material
impact on the Company's financial position, results of operations or liquidity.
Statement No. 146, "Accounting for Exit or Disposal Activities" ("SFAS 146")
addresses the recognition, measurement, and reporting of cost that are
associated with exit and disposal activities that are currently accounted for
pursuant to the guidelines set forth in EITF 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to exit an Activity
(including Certain Cost Incurred in a Restructuring)," cost related to
terminating a contract that is not a capital lease and one-time benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF 94-3. Under SFAS 146, the cost associated with an exit
or disposal activity is recognized in the periods in which it is incurred rather
than at the date the Company committed to the exit plan. This statement is
effective for exit or disposal activities initiated after December 31, 2002 with
earlier application encouraged. The adoption of SFAS 146 is not expected to have
a material impact on the Company's financial position, results of operations or
liquidity.
Statement No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure", amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation." In response to a growing number of companies announcing plans to
record expenses for the fair value of stock options, Statement 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition,
Statement 148 amends the disclosure requirements of Statement 123 to require
more prominent and more frequent disclosures in financial statements about the
effects of stock-based
ECOVAT COPPER NEVADA, LLC
NOTES TO FINANCIAL STATEMENTS
December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
compensation. The Statement also improves the timeliness of those disclosures by
requiring that this information be included in interim as well as annual
financial statements. In the past, companies were required to make pro forma
disclosures only in annual financial statements. The transition guidance and
annual disclosure provisions of Statement 148 are effective for fiscal years
ending after December 15, 2002, with earlier application permitted in certain
circumstances. The interim disclosure provisions are effective for financial
reports containing financial statements for interim periods beginning after
December 15, 2002. The Company adopted the disclosure provisions of Statement
148 for the year ended December 31, 2002, but will continue to use the method
under APB 25 in accounting for stock options. The adoption of the disclosure
provisions of Statement 148 did not have a material impact on the Company's
financial position, results of operations or liquidity.
NOTE B - SUBSEQUENT EVENT
On June 12, 2003, as part of a Plan and Agreement of Reorganization between
Goldspring, Inc., and Ecovery, Inc. (the Company's sole and managing member),
the Company was acquired by Goldspring, Inc. subject to terms and conditions of
that agreement.
(b) Pro forma financial information
The following unaudited Pro Forma Combined Financial Statements of GoldSpring,
Inc. and Ecovat Copper Nevada L.L.C./GoldSpring L.L.C. give effect to the merger
between GoldSpring L.L.C. and Ecovat Copper Nevada, L.L.C./GoldSpring under the
purchase method of accounting prescribed by Accounting Principles Board Opinion
No. 16, Business Combinations. These Pro Forma statements are presented for
illustrative purposes only. The Pro Forma adjustments are based upon available
information and assumptions that management believes are reasonable. The
Unaudited Pro Forma Combined Financial Statements do not purport to represent
what the results of operations or financial position of GoldSpring, Inc. would
actually have been if the merger had in fact occurred on January 1, 2003. Nor do
the Pro Forma Financials purport to project the results of operations or
financial position of GoldSpring, Inc. for any future period or as of any date.
The acquisition of Ecovat Copper Nevada, L.L.C./GoldSpring, L.L.C. by
GoldSpring, Inc. has been accounted for as a reverse acquisition under the
purchase method for business combinations.
GoldSpring, Inc.
Unaudited Pro Forma Combined Balance Sheet
As of June 30, 2003
Pro Forma
Adjustments
--------------------------------------------
GoldSpring, GoldSpring,
Inc. LLC & Ecovat DR CR Pro Forma
---------- ----------- ----------- ----------- -----------
ASSETS
CURRENT ASSETS:
Cash 318 1,000 -- -- 1,318
Accounts Receivable -- -- -- -- --
Inventory -- -- --
Other Current Assets -- -- -- -- --
---------- ----------- ----------- ----------- -----------
Total Current Assets 318 1,000 -- -- 1,318
PROPERTY AND EQUIPMENT - NET:
Land & Development (Big Mike) -- 119,138 -- -- 119,138
Land & Development (Spring Valley
and Gold Canyon) -- 4,750,000 -- -- 4,750,000
Other Property & Equipment 1,118 -- -- -- 1,118
---------- ----------- ----------- ----------- -----------
Total Property and Equipment 1,118 4,869,138 -- -- 4,870,256
OTHER ASSETS:
Goodwill - Net -- -- 8,920,543(1) -- 8,920,543
Other Assets -- -- -- -- --
---------- ----------- ----------- ----------- -----------
Total Other Assets -- -- 8,920,543 -- 8,920,543
TOTAL ASSETS 1,436 4,870,138 8,920,543 -- 13,792,117
========== =========== =========== =========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable -- -- -- -- --
Accrued Expenses 49,322 1,000 -- 50,000(3) 100,322
Bank Revolver -- -- -- -- --
Current Portion Long-term Debt -- -- -- -- --
Due to Affiliate -- 129,457 129,457(1) -- --
Other
Payable -- 4,750,000 4,650,000(2) -- 100,000
---------- ----------- ----------- ----------- -----------
Total Current Liabilities 49,322 4,880,457 4,779,457 50,000 200,322
SHAREHOLDER'S EQUITY:
Perferred Stock -- -- -- 4,650,000(2) 4,650,000
Common Stock 18,774 -- -- 59,940(1) 78,714
Treasury Stock -- -- -- -- --
Additional Paid-in Capital 4,627,391 -- -- 8,940,060(1) 13,567,451
Deferred Consulting Fees (4,123,278) -- -- -- (4,123,278)
Accumulated Retained Earnings (570,773) (10,319) -- -- (581,092)
---------- ----------- ----------- ----------- -----------
Total Stockholder's Equity (47,886) (10,319) -- 13,650,000 13,591,795
TOTAL LIABILITIES & SHAREHOLERS'S
EQUITY 1,436 4,870,138 4,779,457 13,700,000 13,792,117
========== =========== =========== =========== ===========
GoldSpring, Inc.
Unaudited Pro Forma Adjustments
Pro Forma Adjustments reflect the following transactions:
DR CR
------------------- ---------------
1
Additional Paid-in Capital ..................................................... 8,940,060
Common Stock ................................................................... 59,940
Goodwill ....................................................................... 8,770,543
Due to Affiliates .............................................................. 229,457
To record the issuance of 90 million shares of restricted common stock at a fair
market value of $0.10 per share to Ecovery, Inc. for the purchase of Ecovat
Copper Nevada LLC and GoldSpring LLC ...........................................
2
Preferred Stock ................................................................ 4,650,000
Other Payable .................................................................. 4,650,000
To record the conversion of debt into 46,500 newly authorized $100 Preferred
Convertible / Redeemable shares ................................................
3
Goodwill ....................................................................... 50,000
Accrued Expenses ............................................................... 50,000
Purchase accounting reserve for legal, accounting and other professional fees
associated with this purchase transaction.
GoldSpring, Inc.
Unaudited Pro Forma Combined Statement of Operations
For the Six Month Period Ended June 30, 2003
Pro Forma
Adjustments
-----------------------------
GoldSpring, GoldSpring, Pro
Inc. LLC & Ecovat DR CR Forma
-------------------------------------------------------------
NET SALES ................................................. - - - - --
COST OF SALES ............................................. - - - - --
-------------------------------------------------------------
GROSS PROFIT .............................................. - - - - --
OPERATING EXPENSES:
General and Administrative ................... - - - - --
Research and Development ..................... - - - - --
Organization ................................. - - - - --
Marketing and Promotion ...................... - - - - --
Other Operating Expenses ..................... - - - - --
Total Operating Expenses ........ - - - - --
EBITDA .................................................... - - - - --
DEPRECIATION AND AMORTIZATION:
Depreciation ................................. - - - - --
Amortization ................................. - - - - --
-------------------------------------------------------------
Total Depreciation and
Amortization .................... - - - - --
EBIT ...................................................... - - - - --
OTHER INCOME AND (EXPENSES):
Interest Income .............................. - - - - --
Other Income ................................. - - - - --
Interest Expense ............................. - - - - --
Othe Expense ................................. - - - - --
-------------------------------------------------------------
Total Other Income and (Expenses) - - - - --
NET INCOME (LOSS) BEFORE TAXES ............................ - - - - --
=============================================================
(c) Exhibits
Number Exhibit
------ -------
2.1 Plan and Agreement of Reorganization by exchange by Goldspring, Inc. of
its voting stock for substantially all of the assets of Ecovery, Inc.*
2.2 Manufacturing Agreement between Goldspring Inc. with RMS-Ross
Corporation dated June 2, 2003*
* filed with the original 8K filing on July 3, 2003.
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 hereunto duly authorized.
GOLDSPRING, INC.
By: /s/ Robert Faber
----------------------------------
Robert Faber
Chief Financial Officer
September 25, 2003