U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file no. 0-32429
GOLDSPRING, INC.
--------------------------------------------
(Name of small business issuer in its charter)
Florida 65-0955118
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
117 West 58th Street, 2I, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (212) 581-2506
VISATOR, INC.
719 5th Street
Miami Beach, FL 33139
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(Former name and/or former address, if changes since last report)
Securities registered under Section 12(b) of the Exchange Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.000666 par value
--------------------------------
(Title of class)
Copies of Communications Sent to:
Anslow & Jaclin, LLP
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
Tel: (732) 409-1212 - Fax: (732) 577-1188
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes No x
----- -----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
The Registrant's revenue for the fiscal year ended December 31, 2002: $1,157
Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of April 14, 2003, was: $1,091.240
Number of shares of the registrant's common stock outstanding as of April 14,
2003 is: 107,687,346.
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format: Yes [ ] No [X]
SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS
PART I
Item 1. Description of Business.
Item 2. Description of Property.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
Item 7. Financial Statements.
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act.
Item 10. Executive Compensation.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits, List and Reports on Form 8-K.
PART I
Forward Looking Statements
This Form 10-KSB includes "forward looking statements". All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-KSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
demand for the Company's products and services, expansion and growth of the
Company's business and operations, and other such matters are forward looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward looking statements made in this Form
10-KSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
ITEM 1. Description of Business
We were incorporated under the name Click and Call Corporation in the State of
Florida in October, 1999 and on June 5, 2000 a Certificate of Amendment was
filed with the Secretary of State of Florida changing our name to StartCall.com,
Inc. On December 27, 2003 we filed a Certificate of Amendment in the State of
Florida changing our name to Visator, Inc. and on March 12, 2003 we filed a
Certificate of Amendment in the State of Florida changing our name to
Goldspring, Inc.
Our business plan has been to serve as an application service provider (ASP)
which offered real-time interaction technology as an out source service. It was
established to suit the need for a quick and easy solution to customer service
while conducting e-commerce business over the Internet.
We offered businesses the opportunity to improve their online customer care
service by placing an Internet voice box and a Text Chat button with a URL push
feature on their website. These tools allowed their visitors and customers
visiting their websites to receive live help at the crucial point of purchase
and or when any type of assistance is needed.
The nature of our products or services was to offer a technology that would
enable visitors to a web site to simply click on a button and request live help
at the crucial point of purchase or when needed or desired by the customer. We
provided two ways of Interaction: Via Voice or through Voice over Protocol
Technology and Interactive Text Chat or Instant Messaging.
We also intended to branch out into the areas of Internet long distance
telecommunication services with the use of the StartCall Dial Pad and the Banner
Ad Center which offers businesses the opportunity to let interested parties
contact them directly from their banner ads and/or press releases via e-mail.
However, we did not own the technology use or the proprietary service behind our
the StartCall Dial Pad Service and Banner Ad and these concepts could be
duplicated by other companies. Nonetheless we intended to start marketing the
Interactive Banner Ad but due to market conditions we did not develop this
service and instead focused on our ClickiChat service.
We used technology that belonged to other companies. Our ClickiChat technology
was available to us by Click 121 and the technology for our ClickiCall services
was owned by Vocaltec NASDAQ: (VOCL). We attempted to and were not successful in
developing technology for our own ClickiChat services. We did not pay or receive
revenues from other sources such as joint ventures or strategic alliances or
online affiliated programs. We expected to receive revenues from Strategic
Alliances, Online Affiliated Programs and Link Exchanges. Our strategic
marketing alliances were simply associations with companies that will help
StartCall promote the usage and sale of our services ClickiCall and ClickiChat
to their customers and prospects. This type of relationship generated revenues
to us when one of our strategic alliance refers one of its customers to buy our
services. In exchange we provide this strategic marketing allied company a
percentage of the revenue collected from each sale.
In the fourth quarter of 2002, our management decided that we could not compete
in this market place due to its failure to receive additional capital and
financing as well as its inability to generate sufficient revenues to maintain
our operations. Therefore, we began to look for potential acquisitions or
mergers with companies in our industry or similar indutries. In December 2002,
we entered into a Stock Purchase Agreement and Share Exchange with Web
Intelligence Technology ApS and ARN Invest ApS in which we acquired all of the
shares of Web Intelligence from ARN in consideration for the issuance of
79,500,000 of our common shares to ARN. Pursuant to the Agreement, Web
Intelligence became our wholly owned subsidiary and we filed a Certificate of
Amendment in the State of Florida changing our name to Visator, Inc.
Pursuant to the terms of the Agreement, Antonio Treminio and Sylvio Martini
resigned as from our Board of Directors and Anders Nielsen and Jesper Toft were
appointed to the Board of Directors. In addition, Antonio Treminio resigned as
our President, Chief Executive Officer and Chief Financial Officer and Sylvio
Martini resigned as our Chief Technical Officer and Anders Nielsen was named as
our President, Chief Executive Officer and Secretary and Jesper Toft was named
as the new our Chief Financial Officer.
Pursuant to the Agreement, Web Intelligence became our wholly owned subsidiary
and our operating company. Web Intelligence is one of Europe's leading suppliers
of online competitive intelligence services for the professional market. It has
developed a technology, from which several products have been derived, ensuring
that the individual user will receive precisely the intelligence that is
relevant to him - based on criteria defined by his needs and deliver at the
exact times the
individual demands. In other words, an optimization of intelligence adapted to
the success criteria of the individual user. The explosive growth in the amount
of information published daily on the Internet has created a new demand which
will grow proportionally with the amount of information and news available
online: The demand for sorting information, or as it is called "exformation".
Since Web Intelligence was established in March of 2001, the focus has been on
sales of the first product, "Media Intelligence". The company successfully built
up a broad foundation of more than 100 regular customers in the Danish market.
Among these customers are large corporations, such as for example, Coca-Cola,
CSC, DaimlerChrysler, Dell, ISS, MSD - Merck Sharpe & Dohme, among others. In
addition, Web Intelligence customers are be found among Non Governmental
Organizations, political parties, unions, ministries, telecommunications
companies, as well as other and smaller types of companies, etc.
It was Web Intelligence's goal to sell and develop automatic tools/services for
an individual news-/intelligence monitoring that cuts across the existing news
sources and structures on the Internet. Our management believed that Web
Intelligence could become one of the worlds' most profitable companies in its
sector within just a few years since the market for online exformation services
was only in its infancy and Web Intelligence already had a strong and well
functioning technology and has shown ability to sell its product.
In February 2003, Web Intelligence, ARN Invest ApS and our former principals
mutually agreed that it was in the best interest of all parties if the
transaction was voided. Based upon same, on February 28, 2003, pursuant to a
Termination Agreement and Mutual Release between Visator, Web Intelligence and
ARN Invest ApS, the parties agreed to terminate and deem null and void the Stock
Purchase Agreement and Share Exchange between the parties dated December 6,
2002. Pursuant to the Termination Agreement, ARN Invest agreed to return the
79,500,000 shares to Anotnio Treminio in consideration for the payment of
$20,000 by the Company to Web Intelligence.
Pursuant to the terms of the Termination Agreement, Agreement, Anders Nielsen
resigned as our President, Chief Executive Officer and Secretary and Jesper Toft
resigned as our Chief Financial Officer of the Company. In addition, both Mr.
Nielsen and Mr. Toft resigned as members of our Board of Directors. Antonio
Treminio was reappointed as our interim President, Chief Executive Officer,
Chief Financial Officer, Secretary and sole director of the Company.
After the termination of the Agreement, our management believed that it is the
best interest of the shares to change our business direction. Therefore we
entered into a Letter of Intent to acquire substantially all the assets of
Ecovery Inc., a private Nevada corporation. The assets shall include, but not be
limited to Seller's accounts receivable, corporate name, trade name, trademarks
and logos, mining tenements and any and all mining claims. We agreed to transfer
the 79,500,000 shares held by Antonio Treminio pursuant to the termination
agreement with Web Intelligence as well as issue an additional 10,500,000
restricted shares to the Ecovery shareholders.
Pursuant to this letter of intent, the Company changed its name to GoldSpring,
Inc. We have entered into an asset purchase agreement with Ecovery, Inc. whereby
we purchase substantially all of the assets of Ecovery for the issuance of a
total of 90,000,000 shares to the Ecovery shareholders and the payment of
additional consideration. To date, all of the terms of such agreement have not
been met and therefore the parties have not closed on such transaction. Our
management believes
that we will meet all of the conditions within the next ninety (90) days and
close on the purchase of the assets at such time.
The primary assets, as described in the Bourne Report, include the Gold Canyon
and Spring Valley gold placer properties (Goldspring) which contain 1,199,000
ounces of gold reserves in 41,000,000 cubic yards of marketable sand and gravel.
Under standard Nevada placer mining practice, these reserves would be classified
as proven given the amount of work carried out and the continuity of gold
values. The (Goldspring) property consists of 21 unpatented placer mining claims
covering approximately 850 acres located 30 miles south east of Reno and 7 miles
east of Carson City, Nevada. The claim groups lie immediately south of the
famous Comstock Lode gold/silver mining camp, which is considered the source of
the placer gold values in the immediate area.
Exploration work completed on these claim groups has been carried out under the
supervision of experienced and knowledgeable mining consultants thoroughly
familiar with the gold mineralization of the Carson City area.
Spring Valley
The Spring Valley gold placer property consists of 15 contiguous unpatented
placer claims covering approximately 450 acres in Lyon County in northwestern
Nevada.
The operation will be similar to a sand and gravel operation with a simple
gravity gold recovery circuit attached. The in-ground value of the proven gold
reserves at today's gold price of $300 - $350 is $390,000,000.00, or just over
$9.50/cu.yd. Operating and other costs should not exceed $3.50/cu.yd. which
leaves approximately $6.00/cu.yd., or $246,000,000.00 of revenue from gold
recovery alone. The sand and gravel at $1.00 /cu. yd. would yield an additional
$41,000,000.00
In addition, there are approximately 3,000,000 tons of ore dumps and tailings
from previous operations which lie on top of the claims that would be suitable
for recovery through a highly efficient, fully self contained process.
Gold Canyon
Immediately east of the Spring Valley property lies the Gold Canyon claim group
consisting of six unpatented placer claims covering approximately 400 acres in
Lyon County, Nevada. An integrated exploration program, including magnetic and
seismic surveys, reverse circulation drilling and sampling has indicated in
excess of 29 million cubic yards grading 0.032 ounces gold per cubic yard.
The assets also include "The Big Mike Project", located in Winnemucca, Nevada
which has 1.2 million tons of already mined copper ore containing 25,000,000
pounds of copper. This ore is above ground and in heaps, which tests show are
suitable for immediate leaching. We plan to begin production from excess cash
flow from the gold operation or immediately on higher copper prices.
EMPLOYEES
As of April 14, 2003, we had no employees. We had four people in management and
four part-time directors. We planned to employ people as we continue to
implement our plan of operation and finalize the purchase of the Ecovery assets.
In addition, depending on demand, we will utilize manpower agencies to contract
between additional persons on a temporary, part-time basis.
ITEM 2. Description of Property
As of April 14, 2003, we use approximately 700 square feet of leased space in
New York located at 117 West 58th Street, 2I, New York, New York. Antonio
Treminio, our Director of Corporate Development and principal shareholder has
contributed the office space at no charge to us.
ITEM 3. Legal Proceedings
We are currently not a party to any pending legal proceedings and no such action
by, or to the best of our knowledge, against us has been threatened.
ITEM 4. Submission of Matters to a Vote of Security Holders
On December 6, 2002, a majority of our shareholders, by written consent without
a meeting authorized a 1-25 reverse split of our outstanding common shares.
PART II
ITEM 5. Market For Common Equity and Other Shareholder Matters.
On April 14, 2003, we had 76 shareholders of record of our common stock. Based
on information received from brokers and others in fiduciary capacities, we
estimate that the total number of shareholders of our common stock does not
exceed 500. Our shares of common stock are currently traded on the OTC
Electronic Bulletin Board under the symbol "GSPG."
Initially our shares traded under the symbol SCAL. In December 2002, we changed
our trading symbol to VSTR in connection with the change of our name to Visator,
Inc. In March 2003, in connection with the name change to Goldspring, Inc., we
changed our trading symbol to GSPR. The following table sets forth the high and
low bid prices for the common stock since the first quarter of 2002.
YEAR QUARTER HIGH LOW
---- ------- ---- ---
2002 1st $1.30 $0.03
2002 2nd $0.65 $0.20
2002 3rd $0.17 $0.01
2002 4th $0.05 $0.02
2003 1st $1.25 $0.06
Dividend Policy
We have not declared or paid cash dividends or made distributions in the past,
and we do not anticipate that we will pay cash dividends or make distributions
in the foreseeable future. We currently intend to retain and reinvest future
earnings, if any, to finance our operations.
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
financial statements and the accompanying notes appearing subsequently under the
caption "Financial Statements." The following discussion and analysis contains
forward-looking statements, which involve risks and uncertainties. Our actual
results may differ significantly from the results, expectations and plans
discussed in these forward-looking statements.
Our Independent Accountants Have Included A "Going Concern" Paragraph In Their
Audit Report Accompanying These Financial Statements That Cautions The Users Of
Our Financial Statements That These Statements Do Not Include Any Adjustments
That Might Result From The Outcome Of This Uncertainty. Furthermore, The "Going
Concern" Paragraph States That Our Ability To Continue Is Also Dependent On Our
Ability To, Among Other Things, Obtain Additional Debt And Equity Financing,
Identify Customers, Secure Vendors And Suppliers, And Establish An
Infrastructure For Our Operations.
During the past two years, we have spent considerable time and capital resources
defining and developing our strategic plan for delivering and operating our
real-time interactive e-commerce technology.
We attempted to manage the marketing launch of our services from our office in
New York where we currently manage the administration and coordination for all
our other activities. Such responsibilities included the administration of our
Interactive Online Services and related products to business' websites as well
as technical support, daily bookkeeping and scheduling of employee
responsibilities. Our primary service was ClickiChat/Support which was
automatically available to our potential customers via Online. Upon receiving an
online order it takes approximately 60 to 120 seconds to process such order and
send back to the new register user an account number, login name and password
with all instructions in order to set-up their new Interactive Online Solution
ClickiChat/Support account. Please visit our sign up page at:
www.liveinternethelp.com/signup.htm.
We attempted to launch our services in July 2001 and intended to continue
attracting new marketing partners to continue increasing the brand name of our
services and continue increasing our customer base. We also intended to continue
our ongoing marketing campaign for the following 12 months but we were spending
approximately $15,000 per month. In order to fund the Company, our officers and
directors had to continue to make capital contributions since we failed to
generate sufficient revenue to continue operations. Finally, in December 2002,
our management decided to close our current business operations and pursue
potential merger candidates.
In December 2002 we entered into a Stock Purchase Agreement and Share Exchange
with Web Intelligence Technology ApS and ARN Invest ApS (both Denmark
Corporations) in consideration for the issuance of 79,500,000 shares of
Startcall to ARN. However, in February 2003 the parties to this agreement
entered into a termination agreement and mutual release in which the parties
mutually agreed to terminate and deem null and void the Stock Purchase Agreement
and Share Exchange and ARN Invest agreed to return the 79,500,000 shares of
stock in consideration for the payment of $20,000 by the Company to Web
Intelligence. Concurrent with the execution of the termination agreement
described above, management signed a letter of intent and subsequent purchase
agreement with Ecovery, Inc. to purchase substantially all of the assets used by
Ecovery in conducting its mining business in Nevada. The assets shall include,
but not be limited to Seller's accounts receivable, corporate name, trade name,
trademarks and logos, mining tenements and any and all mining claims. The
Company agreed to transfer the 79,500,000 shares held in treasury and issue an
additional 10,500,000 restricted shares.
Development Stage Revenues
--------------------------
Our operations have been devoted primarily to designing our business and
marketing plans and building an infrastructure. Our ability to achieve our
business objectives was contingent upon our success in raising additional
capital until adequate revenues are realized from operations.
Development Stage Expenses
--------------------------
Development stage expenses during the twelve-month period primarily consisted of
accounting, legal, consulting and office expenses which are necessitated by
operating in a public environment. Ongoing increases to development stage
expenses are anticipated during the year 2003.
Liquidity and Capital Resources
-------------------------------
We have received capital contributions and related party loans to maintain
operations but we have experienced cash flow shortages that has slowed our
growth and forced to pursue other business opportunities. Through December 31,
2002, the consequences of those cash flow shortages was an increase of accrued
expenses and stockholder loans.
We have primarily financed our activities from sales of our capital stock and
from loans from our shareholders. A significant portion of the funds raised from
the sale of capital stock was used to cover working capital needs such as office
expenses and various consulting and professional fees.
We continue to experience cash flow shortages, and anticipates this continuing
through the foreseeable future. Management believes that additional funding will
be necessary in order for us to continue as a going concern. We are
investigating several forms of private debt and equity financing, although there
can be no assurances that we will be successful in procuring such financing or
that it will be available on terms acceptable to us.
Item 7 FINANCIAL STATEMENTS
VISATOR, INC. F/K/A STARTCALL.COM, INC.
AUDITED FINANCIAL STATEMENTS
December 31, 2002 and 2001
INDEX TO AUDITED FINANCIAL STATEMENTS
Page
----
Report of Independent Accountants.............................................................. 2
Balance Sheet.................................................................................. 3
Statements of Operations....................................................................... 4
Statements of Changes in Stockholders Equity
(Deficiency).............................................................................. 5
Statements of Cash Flows....................................................................... 6
Notes to the Financial Statements.............................................................. 7-14
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholders
Visator, Inc.
Miami, FL
We have audited the accompanying balance sheets of Visator, Inc. (f/k/a
Startcall.com, Inc). (the "Company") as of December 31, 2002 and the related
statements of operations, changes in stockholders' deficiency, and cash flows
for each of the years in the two year period ended December 31, 2002 and 2001.
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 have conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 the Company. as of December 31,
2002 and the results of its operations and its cash flow for each of the years
in the two year period then ended in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note A to the financial
statements, the Company has the characteristics of a holding company that has
effectively discontinued its development stage activities and is in the process
of seeking candidates for a merger or acquisition. The Company has an
accumulated deficit of approximately $571,000. Accordingly, the Company's
ability to continue as a going concern is dependent on its ability to, among
other things, to secure candidates for a merger or acquisition. Management's
plans in regard to these matters are also described in Note A. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
April 8, 2003
Hollywood, FL
VISATOR, INC.
BALANCE SHEET
December 31, 2002
ASSETS
CURRENT ASSETS
Cash $ 318
TOTAL CURRENT ASSETS
PROPERTY AND EQUIPMENT, net 1,118
TOTAL ASSETS $ 1,436
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
LIABILITIES
CURRENT LIABILITIES
Accounts payable and
accrued expenses $ 49,322
TOTAL CURRENT LIABILITIES 49,322
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY (47,886)
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIENCY $ 1,436
See report of independent accountants and notes to the financial statements.
VISATOR, INC.
STATEMENTS OF OPERATIONS
Years ended December 31,
------------------------
2002 2001
---- ----
REVENUES $ 1,157 $ 3,471
GENERAL AND ADMINISTRATIVE
EXPENSES 80,086 88,212
LOSS BEFORE INCOME TAX BENEFIT (78,929) (84,741)
INCOME TAX BENEFIT, net -- --
NET LOSS $(78,929) $(84,741)
Loss per share of common stock - Basic and Diluted $ -- $ --
See accompanying report of independent accountants and notes
to the financial statements.
VISATOR, INC.
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
Years ended December 31,
------------------------
2002 2001
---- ----
Cash Flows From Operating Activities
Net loss $ (78,929) $ (84,741)
Adjustments to reconcile net loss to net
cash used by operating activities
Depreciation 13,264 13,265
Decrease in prepaid assets 25,000 5,419
Increase (decrease) in accounts payable
and accrued expenses 11,924 (4,328)
Total adjustments 50,188 14,356
Net Cash Used in Operating Activities (28,741) (70,385)
Cash Flows From Investing Activities
Security deposits forfeited 4,355 --
Net Cash Provided by Investing Activities 4,355 --
Cash Flows From Financing Activities
Net proceeds from notes payable -
related parties 31,629 74,748
Net Cash Provided by Financing Activities 31,629 74,748
NET INCREASE IN CASH 7,243 4,363
CASH OVERDRAFT AT BEGINNING OF PERIOD (6,925) (11,288)
CASH (OVERDRAFT) AT END OF PERIOD $ 318 $ (6,925)
Non-cash investing and financing activity
Shareholder notes payable and accrued interest
converted to common stock $ 179,809 $ --
See accompanying report of independent accountants and notes to financial
statements.
VISATOR, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
Common Stock
150,000,000 shares authorized
Shares Par Value Stock
Issued $.000666 per share Subscribed
------ ------------------ ----------
BALANCE - DECEMBER 31, 2000 2,207,450 $ 1,472 $ --
Net loss
BALANCE - DECEMBER 31, 2001 2,207,450 $ 1,472 $ --
Eleven for one forward stock split 22,074,500 14,702
Shares issued in exchange for consulting services 726,932 484
Twenty-five to one reverse stock split (24,008,527) (15,990)
Shares issued in exchange for consulting services 18,500,000 12,321
Shares issued and reacquired
as treasury stock 79,500,000 52,947 52,947
Shares surrendered to treasury and retired (16,500,000)
Shares issuable for cancellation of
Stockholder debt 1,198,726 791
Net loss for the period January 1, 2002
Through December 31, 2002
BALANCE - DECEMBER 31, 2002 83,699,081 $ 66,727 $ 52,947
Common Treasury
Stock Stock Additional
Subscriptions Subscriptions Paid-In
Receivable Payable Capital
---------- -------- -------
BALANCE - DECEMBER 31, 2000 $ -- $ -- $ 317,428
Net loss
BALANCE - DECEMBER 31, 2001 $ -- $ -- $ 317,428
Eleven for one forward stock split (14,702)
Shares issued in exchange for consulting services 22,794
Twenty-five to one reverse stock split 15,990
Shares issued in exchange for consulting services 18,672,679
Shares issued and reacquired
as treasury stock (52,947) 20,000 (52,947)
Shares surrendered to treasury and retired (16,665,000)
Shares issuable for cancellation of
Stockholder debt 203,196
Net loss for the period January 1, 2002
Through December 31, 2002
BALANCE - DECEMBER 31, 2002 ($ 52,947) $ 20,000 $ 2,499,438
Treasury Deferred
Stock Accumulated Consulting
(at cost) Deficit Fees Total
--------- ------- ---- -----
BALANCE - DECEMBER 31, 2000 $ -- ($ 407,103) $ -- ($ 88,203)
Net loss (84,741) -- (84,741)
BALANCE - DECEMBER 31, 2001 $ -- ($ 491,844) $ -- ########
Eleven for one forward stock split --
Shares issued in exchange for consulting services (23,278) --
Twenty-five to one reverse stock split --
Shares issued in exchange for consulting services (18,685,000) --
Shares issued and reacquired
as treasury stock (20,000) --
Shares surrendered to treasury and retired 16,665,000 --
Shares issuable for cancellation of
Stockholder debt 203,987
Net loss for the period January 1, 2002
Through December 31, 2002 (78,929) (78,929)
BALANCE - DECEMBER 31, 2002 ($ 20,000) ($ 570,773) ($ 2,043,278) ($ 47,886)
See accompanying report of independent accountants and notes to financial
statements.
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Summarized below are the significant accounting policies of VISATOR, INC. (f/k/a
STARTCALL.COM, INC.)
THE COMPANY: The Company, incorporated in the State of Florida effective October
19, 1999 (Date of Inception) under the name of Click and Call, Inc. and,
established its corporate offices in Miami, Florida.
On June 7, 2000, the Company filed an
amendment to the Articles of Incorporation effecting a name change to
STARTCALL.COM, INC., and changed its capital structure as disclosed in Note H to
these financial statements.
The Company, prior to and for part of the current year, met the criteria of a
Development Stage Enterprise and presented its financial statements in
accordance with Statements of Financial Accounting Standards ("SFAS") Number 7,
Accounting and Reporting by Development Stage Enterprises. However, during the
current year and pursuing the termination of the agreement with Web Intelligence
Technology APS and ARN Invest APS., as more fully described below, management of
the Company, in the best interest of the shareholders determined that the
Company should pursue other opportunities and no longer engage in development
activities. Accordingly, the Company is no longer in the development stage.
NATURE OF THE BUSINESS: The Company formerly planned on operating as an
Application Service Provider, or ASP, and offering real-time interaction
technology as an outsource service. In December 2002 management entered into a
Stock Purchase Agreement and Share Exchange with Web Intelligence Technology ApS
and ARN Invest ApS (both Denmark Corporations) in consideration for the issuance
of 79,500,000 shares of Startcall to ARN. The Company subsequently filed a
Certificate of Amendment in the State of Florida changing its name to Visator,
Inc. Pursuant to the agreement, Antonio Treminio and Sylvio Martini resigned as
officers and directors and Anders Nielsen and Jesper Toft were appointed new
officers and directors of the Company. However, in February 2003 the parties to
this agreement entered into a termination agreement and mutual release in which
the parties mutually agreed to terminate and deem null and void the Stock
Purchase Agreement and Share Exchange and ARN Invest agreed to return the
79,500,000 shares of stock in consideration for the payment of $20,000 by the
Company to Web Intelligence. Upon, termination of this agreement, management
determined in the best interest of the shareholders to seek other opportunities
for the Company that is more fully described in Note H The financial statements
are being presented as though the termination took place in 2002.
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
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.
Since the Company is in its development stage, 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.
BASIS OF PRESENTATION: The Company's independent accountants are including a
"going concern" paragraph in their audit report accompanying these financial
statements that cautions the users of the Company's financial statements that
these statements do not include any adjustments that might result from the
outcome of this uncertainty. Furthermore, the "going concern" paragraph states
that the Company's ability to continue is also dependent on its ability to,
among other things, obtain additional debt and equity financing, identify
customers, secure vendors and suppliers, and establish an infrastructure for its
operations.
Management continues to actively seek various sources and methods of short and
long-term financing and support; however, there can be no assurances that some
or all of the necessary financing can be obtained. Management continues to
explore alternatives that include seeking strategic investors, lenders and/or
technology partners and pursuing other transactions that, if consummated, might
ultimately result in the dilution of the interest of the current stockholders.
Because of the nature and extent of the uncertainties, many of which are outside
the control of the Company, there can be no assurances that the Company will be
able to ultimately consummate planned principal operations or secure the
necessary financing.
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:
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
YEARS
-----
Computer equipment, peripherals and software 2-3
Office equipment 3-5
Furniture and fixtures 5-7
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.
EARNINGS PER COMMON SHARE: In calculating earnings per common share, basic
earnings per share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding, excluding the diluted effects of
stock options.
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.
STOCK-BASED COMPENSATION: The Company will account for stock-based compensation
using the intrinsic vale method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees". Compensation costs
for stock options, if any, are measured as the excess of the quoted market price
of the Company's stock at the date of grant over the amount the employee must
pay to acquire the stock. Restricted stock is recorded as compensation costs
over the requisite vesting periods based on the market value on the date of
grant. Compensation costs for shares issued under performance share plans are
recorded based upon the current market value of the Company's stock at the end
of each period.
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation", established accounting and disclosure requirements
using a fair-value-based method of accounting for stock-based employee
compensation plans. The Company is electing to use APB Opinion No. 25 as its
method of accounting and is adopting the disclosure requirements of SFAS No.
123.
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
The fair value of each option grant is to be estimated on the date of grant
using the Black-Scholes option pricing model and certain weighted-average
assumptions. As of December 31, 2002 no options have been granted.
RISKS AND UNCERTAINTIES: Management regularly evaluates risks and uncertainties
and, when probable that a loss or expense will be incurred, a charge to current
period operations is recorded.
Additionally, the Company has agreed, as set forth in its By-Laws, to indemnify
to the fullest extent permitted or authorized by current or future legislation,
judicial or administrative decision, all past and present employees, agents,
directors, officers and representatives against any fine, liability, cost or
expense asserted against them or incurred by them in the above capacities.
INCOME TAXES: The Company recognizes deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and
liabilities using the enacted tax rates and laws that are expected to be
recovered. The Company provides a valuation allowance for deferred tax assets
for which it does not consider realization of such assets to be more likely than
not.
NOTE B - PROPERTY AND EQUIPMENT
At December 31, property and equipment consists of the following:
2002
----
Computer equipment, peripherals and
software $ 34,896
Office equipment 8,162
Less: accumulated depreciation (41,940)
--------
TOTAL $ 1,118
========
NOTE C - STOCKHOLDERS' EQUITY
On September 27, 2002, the stockholders approved an amendment to the Company's
Articles of Incorporation pursuant to which the Company will increase the
authorized shares of common stock from 50,000,000 to 150,000,000.
On February 4, 2002, the Board of Directors approved an 11-1 forward split of
the Company's outstanding stock. At the time of the stock split outstanding
common shares totaling 2,207,450 was exchanged for 24,281,950 common shares.
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE C - STOCKHOLDERS' EQUITY - continued
In October 2002, the Company issued and aggregate of 726,932 shares for
consulting services to be rendered. The Company valued these common shares at
the fair market value on the issuance date of $23,278, which will be amortized
over the service period.
On December 6, 2002, the Board of Directors approved a 25-1 reverse split of the
Company's outstanding stock. At the time of the stock split, outstanding common
shares totaling 25,033,882 were exchanged for 1,001,335 common shares. Weighted
average shares outstanding for 2001 have been restated to reflect this reverse
split.
During December 2002 the Company entered into consulting agreements for investor
relation services and business advisory services to be rendered. As compensation
for these services the Company issued an aggregate of 18,500,000 shares of
common stock to these consultants. The Company valued these common shares at the
fair market value on the contract date of $18,685,000. However, in concurrent
with the termination agreement further described in Note H, 16,500,000 of these
shares were surrendered to treasury and retired which was recorded as of
December 31, 2002 at the issuance cost of $1.01 per share (the fair market value
on the issuance date) aggregating $16,665,000 that also was recorded as a
reduction to deferred consulting fees and additional paid-in capital. The
consulting services have not yet been performed. The remaining deferred
consulting fees will be amortized over remaining service period.
NOTE D - STOCK BASED COMPENSATION
The Company will account for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", under which no compensation cost for stock options
is recognized for stock option awards granted at or above fair market value. If
the compensation expense for the Company's three stock-based plans are
determined based upon fair values at the grant dates for awards under these
plans in accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation", the Company's net earnings and with earnings per share will be
reduced to pro forma amounts to be disclosed in the financial statements for the
applicable periods.
As of December 31, 2002, the Company has not granted any stock options or
rights.
NOTE E- CONTINGENCIES
GOING CONCERN: As discussed previously in Note A to these financial statements,
uncertainties exist with respect to the Company's ability to continue as a going
concern.
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE F- EARNINGS (LOSS) PER SHARE OF COMMON STOCK
Statement of Financial Accounting Standards No 128, "Earnings Per Share,"
requires two presentations of earnings (loss) per share - "basic" and "diluted."
Basic earnings per share is computed by dividing income available to common
stockholders (the numerator) by the weighted-average number of common shares
(the denominator) for the period. The computation of diluted earnings (loss) per
share is similar to basic earning per share, except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potentially dilutive common shares had been issued. The
numerator in calculating both basic and diluted earnings (loss) per share for
each period is the reported net income (loss). The denominator is based on the
following weighted-average number of common shares outstanding for each of the
respective periods:
December 31, 2002 December 30, 2001
--------------------------- ------------------------
4,228,181 971,278
========= =======
A difference between basic and diluted weighted-average common shares arises
from the assumption that dilutive stock options outstanding, if any, are
exercised. Stock options and warrants are not included in the diluted earnings
(loss) per share calculation when the exercise price is greater than the average
market price. The Company does not have any stock options outstanding as of
December 31, 2002.
NOTE G - INCOME TAXES
The Company did not provide any current or deferred US federal or state income
tax provision or benefit for any of the periods presented because it has
experienced operating losses since inception. The Company has provided a full
valuation allowance on the deferred tax asset, consisting primarily of a net
operating loss, because of the uncertainty regarding its realizability.
At December 31, 2002 the Company had a net operating loss carryforward of
approximately $570,000. Utilization of these net operating losses, which begin
to expire in year 2019, may be subject to certain limitations under section 382
of the Internal Revenue Code of 1986, as amended, and other limitations under
state tax laws.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets at December 31 are approximately as follows:
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE G - INCOME TAXES - continued
2002 2001
---------------- ----------------
Net operating loss carryforward $ 222,300 $ 192,500
Valuation allowance for deferred tax assets. (222,300) (192,500)
---------------- ----------------
Net deferred tax assets $ -- $ --
================ ================
NOTE H - SUBSEQUENT EVENTS
Termination of Stock Purchase Agreement:
----------------------------------------
As mentioned in Note A to the Financial Statements, the Company entered into a
termination agreement and mutual release in which the parties to the agreements
mutually agreed to terminate and deem null and void the Stock Purchase Agreement
and Share Exchange and ARN Invest agreed to return the 79,500,000 shares in
consideration for the payment of $20,000. Such shares are disclosed as treasury
stock as of December 31, 2002.
Purchase and Sale Agreement:
----------------------------
Concurrent with the termination agreement described above, management signed a
letter of intent and subsequent purchase agreement with Ecovery, Inc. ("Seller")
to purchase substantially all of the assets used by Ecovery in conducting its
mining business in Nevada. The assets shall include, but not be limited to
Seller's accounts receivable, corporate name, trade name, trademarks and logos,
mining tenements and any and all mining claims. The Company agreed to transfer
the 79,500,000 shares held in treasury and issue an additional 10,500,000
restricted shares.
Pursuant to this letter of intent and agreement, the Company changed its name to
GoldSpring, Inc. As of the date of this audit report the Company is currently
working to finalize the terms of the Asset Purchase Agreement.
Cancellation of Shareholder Debt:
---------------------------------
In March 2003, in consideration for the issuance of 1,198,726 restricted shares
of common stock, certain shareholders of the Company canceled all of the debt
and promissory notes and accrued interest owed to them by the Company. At
December 31, 2002, these shares were recorded in stockholders equity as shares
issuable at an aggregate amount of $203,897.
VISATOR, INC. F/K/A STARTCALL.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002 and 2001
NOTE H - SUBSEQUENT EVENTS - continued
Consulting Agreements:
----------------------
In March 2003, the Company entered into three consulting agreements whereby the
Company issued an aggregate of 24,000,000 shares of stock, with an aggregate
offering price of $2,080,000 (fair market value at the time of the contracts) in
exchange for consulting services. Each contract has a term of one year that is
renewable by either party.
PART III
ITEM 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
The members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of the Company are
as follows:
Name Age Position
---- --- --------
John Cook 63 President and Chief Operating
Officer and Director
George Poulos 42 Secretary and Director
Leslie Cahan 77 Treasurer and Chief Financial
Officer and Director
Antonio Treminio 33 Director of Corporate
Development and Director
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.
George Poulos has been our Secretary and a Director since March 2003. As our
secretary, George Poulos will assist us company with all public company
regulatory, compliance and administrative matters. He was most recently the
president of another OTC BB that has just completed a major acquisition.
Leslie L. Cahan has been our Treasurer, Chief Financial Officer and 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.
Antonio Treminio was our President, Chief Executive Officer and a Director
since inception. He resigned as President and CEO in December 2002 and was
reappointed as interim President in January 2003. In March 2003 he resigned as
interim President and was appointed as Director of Corporate Development. As
Director of Corporate Development, Mr. Treminio will guide and oversee all
aspects of corporate development, branding, investor and shareholder relations
for GoldSpring. He brings to GoldSpring a unique blend of technological skill,
human relations and business expertise. Educated in Canada, he moved to the
United States in 1993 to work with then Dean Witter Reynolds to establish
business agreements with Latin American financial institutions.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
executive officers and directors and persons who own more than 10% of a
registered class of our equity securities, to file with the Securities and
Exchange Commission (hereinafter referred to as the "Commission") initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of our Common Stock and other equity
securities on Forms 3, 4, and 5, respectively. Executive officers, directors and
greater than 10% shareholders are required by Commission regulations to furnish
us with copies of all Section 16(a) reports they file. To our knowledge, of our
executive officers, directors and greater than 10% beneficial owners of its
common Stock, have not complied with Section 16(a) filing requirements
applicable to them during our most recent fiscal year.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid by us
to our Chief Executive Officer and all other executive officers for services
rendered. No salaries are being paid at the present time, and will not be paid
unless and until there is available cash flow from operations to pay salaries.
There were no grants of options or SAR grants given to any executive officers
during the last fiscal year.
Annual Compensation
-------------------
Name and Position Salary Bonus Annual Deferred Salary
----------------- ------ ----- ----------------------
None
ITEM 11. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of the Company as of the date of this
disclosure(1), by (i) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of common stock, (ii) each of the Company's directors and executive
officers, and (iii) all directors and executive officers as a group.
Name and Address Number of Shares Percentage Owned(1)
---------------- ---------------- ----------------
John Cook 0 0
347 Bay St
Suite 301
Toronto, ON
M5H 2R7
George Poulos 0 0
14354 N Frank Lloyd Wright Blvd
Suite 4
Scottsdale AZ
85260
Les Cahan 0 0
14354 N Frank Lloyd Wright Blvd
Suite 4
Scottsdale AZ
85260
Antonio Treminio 79,862,582 74.16%
117 West 58th Street
2I
New York, New York 10019
All Directors, Officers
and 5% Shareholders as
a Group 79,862,582 74.16%
(1) Table is based on current outstanding shares of 107,687,346 as of April 14,
2003.
Item 12. Certain Relationships and Related Transactions
We use approximately 700 square feet of leased space in New York located at 117
West 58th Street, 2I, New York, New York. Antonio Treminio, our Director of
Corporate Development and principal shareholder has contributed the office space
at no charge to us. Item 13. Exhibits and Reports on Form 8-K
ITEM 13. EXHIBITS AND REPORTS ON FORM 8K
(a) The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
Exhibit No. Description
----------- ----------------------------------------------------
3(i) Articles of Incorporation filed November 18, 1999 (1)
3(ii) By-laws (1)
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
ITEM 14. CONTROLS AND PROCEDURES
Evaluation of disclosure controls and procedures
Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.
Changes in internal controls
----------------------------
We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.
SIGNATURES
----------
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GOLDSPRING, INC.
(Registrant)
Date: April 15, 2003 By: /s/ John F. Cook
-----------------------------------
John F. Cook, President & CEO
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Date Signature Title
---- --------- -----
April 15, 2003 By: /s/ John Cook President, Chief Executive
------------------------ Officer and Director
JOHN COOK
April 15, 2003 By: /s/ George Poulos Secretary and Director
------------------------
GEORGE POULOS
April 15, 2003 By /s/ Les Cahan Treasurer, Chief Financial
------------------------- Officer and Director
LES CAHAN
April 15, 2003 By: /s/ Antonio Treminio Director of Corporate
-------------------------- Development and Director
ANTONIO TREMINIO
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, John Cook certify that:
1. I have reviewed this annual report on Form 10-KSB of Goldspring, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about effectiveness
of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors and material weakness in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: April 15, 2003
/s/ John Cook
----------------------------
John Cook
Chief Executive Officer
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Les Cahan certify that:
1. I have reviewed this annual report on Form 10-KSB of Goldspring, Inc.
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date with 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about effectiveness
of the disclosure controls and procedures based on our evaluation as
of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors and material weakness in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: April 15, 2003
/s/ Les Cahan
----------------------------
Les Cahan
Chief Financial Officer