U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Quarterly Period Ended June 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from
Commission File No. 000-32429
GOLDSPRING, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-0955118
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
14354 N. Frank Lloyd Wright Blvd., Suite 4, Scottsdale, Arizona 85260
(Address of Principal Executive Offices)
480-477-6440
(Issuer's telephone number)
117 West 58Th Street, 2I, New York, New York 10019
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 19, 2003: 118,187,346 shares of common stock outstanding,
$0.000666 Par value.
BALANCE SHEET
June 30, 2003 June 30, 2002
ASSETS
CURRENT ASSETS
Cash $ 1,318 $ --
TOTAL CURRENT ASSETS
PROPERTY AND EQUIPMENT, net $ 127,547 $ 7,751
OTHER ASSETS $6,830,000 $ --
TOTAL ASSETS $6,958,983 $ 7,751
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable and
accrued expenses $ 150,322 $ 69,400
TOTAL CURRENT LIABILITIES $ 150,322 $ 69,400
COMMITMENTS AND CONTINGENCIES $ -- $ 168,810
STOCKHOLDERS' EQUITY $2,159,661 $ (230,459)
PREFFERRED STOCK $4,650,000 $ --
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $6,958,983 $ 7,751
GOLDSPRING, INC.
STATEMENT OF OPERATIONS
For the Six
Months Ended
June 30, 2003 June 30, 2002
REVENUES $ -- $ 1,022
GENERAL AND ADMINISTRATIVE $ -- $ 58,537
EXPENSES
LOSS BEFORE INCOME TAX BENEFIT $ -- $(57,515)
INCOME TAX BENEFIT $ -- $ --
NET LOSS $ -- $(40,836)
Loss per share of common stock- $ -- $ (0.04)
Basic and Diluted
For the three
Months Ended
June 30, 2003 June 30, 2002
REVENUES $ -- $ 511
GENERAL AND ADMINISTRATIVE $ -- $ 17,190
EXPENSES
LOSS BEFORE INCOME TAX BENEFIT $ -- $(16,679)
INCOME TAX BENEFIT $ -- $ --
NET LOSS $ -- $(16,679)
Loss per share of common stock- $ -- $ (0.01)
Basic and Diluted
GOLDSPRING, INC.
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH
For the Six
Months Ended
June 30, 2003 June 30, 2002
Cash Flows From Operating Activities
Net loss $ -- $(57,515)
Adjustments to reconcile net loss to net
cash used by operating activities
Depreciation $ -- $ 6,632
Decrease in prepaid assets $ -- $ 6,059
Total adjustments $ -- $ 12,691
Net Cash Used in Operating Activities $ -- $(44,824)
Cash Flows From Investing Activities
Security deposits paid $ -- $ --
Net Cash Provided by Investing Activities $ -- $ --
Cash Flows From Financing Activities
Checks drawn in excess of cash balance $ -- $ 6
Net proceeds from notes payable
related parties $ -- $ 51,737
Net Cash Provided by Financing Activities $ -- $ 51,743
NET INCREASE IN CASH $ -- $ 6,919
CASH AT BEGINNING OF PERIOD $ 1,318 $ (6,925)
CASH AT END OF PERIOD $ 1,318 $ 6
GOLDSPRING, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2003 and 2002
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBASIS 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 equity financing, identify customers, secure
vendors and suppliers, and establish an infrastructure for its operations.
Management continues to secure and pursue 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 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.
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six month period ending June 30, 2003
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2003. For further information, refer to the financial
statements and footnotes thereto included in the Company's 10-KSB and/or Annual
Report for the fiscal year ended December 31, 2002
Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS
The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and footnotes. 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.
OVERVIEW
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 substantially all of the
assets of Ecovery, Inc. for a total of 90,000,000 restricted common shares of
the Company and 46,500 newly authorized $100 Preferred Convertible/Redeemable
shares in full satisfaction of $4,650,000 of production payments due from the
operation of the claims and $100,000. 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 Company's balance sheet, post closing, now reflects
assets of approximately $4.9 million which includes the GoldSpring Placer Gold
Claims and the Big Mike Copper project, at cost, and no debt. 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.
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. As of June 12, 2003 none of the previous
management of the Company were still involved in the Company.
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.
Pursuant to the Agreement, the Company purchased substantially all of the assets
of Ecovery, Inc. for 90,000,000 shares of the Company's common stock., 46,500
$100 Preferred Convertible/Redeemable shares valued at $4,650,000 plus $100,000.
Pursuant to this Agreement, the Company controls 100% of the Gold Canyon and
Spring Valley Gold Placer Properties, which, according to Donald A. Bourne,
P.Eng, consulting geologist, "contains 1,199,000 proven ounces of gold in
41,000,000 cubic yards of alluvial sand and gravel." The 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 values in the immediate area.
Several lode mines are located at higher elevations in close proximity to the
Spring Valley
properties and practically all of the eroded material from these veins would be
deposited on the Company's claim group. 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.
The in ground value of the reported gold reserves at a gold price of $330
(currently $350-$370) is roughly $350,000,000.00(using 900 fine), or just over
$8.50/cu.yd. Operating and other costs should not exceed $3.50/cu.yd. which
leaves 5.00/cu.yd., or $200,000,000.00+ of net operating revenue from gold
recovery.
As announced on June 2, 2003, the Company has contracted with RMS-Ross
Corporation of Chilliwack, BC, Canada for the manufacture of the first turnkey
gravity gold recovery plant on the claims. The Company has negotiated terms on
the total cost of $515,455. The plant includes a gold room for $101,000 which
will provide the required security for the recovery operation as well as
assuring higher recovery through a state of the art finishing circuit. The
Company's business plan calls for the securing of $1,000,000 to implement Spring
Valley 1, the first of four plants on the claims, commencing in Sept/Oct. 2003.
The opening of the three additional production facilities, Spring Valley 2 and
Gold Canyon 1 and Gold Canyon 2, will systematically begin in July 2004 and be
completed by April 2005. The Company's financial model forecasts in excess of
100,000 ounces of gold recovery per year. Cash flow from gold productions will
fund all three of these additional projects. (For a complete discussion of the
Company's financial model please refer to the 8-K filed with the SEC on July 3,
2003.
The company also owns, pursuant to this agreement, 100% of a copper ore recovery
project known as "The Big Mike Project" located about 2 hours east of Reno in
Winnemucca, Nevada. There are 25,000,000 pounds of reported copper, mined and on
the ground. The value of the contained copper at today's price of $0.75/pound is
$17.75 million. Operating costs should not exceed $0.30/ pound. The Company
intends to develop this project from internal cash flow when copper prices are
suitable.
PLACER GOLD MINING - PRE-PRODUCTION ACTIVITIES
The Company's initial focus for immediate development is the GoldSpring Placer
Gold mining claims, located about 6 miles east of Carson City, Nevada. According
to Donald A. Bourne, P.Eng, consulting geologist, in his report dated March
1994, which was completed right after the 1993 extensive sampling and testing
programs, "these claims have reported reserves of 1,199,000 ounces of gold which
is contained in 41,000,000 cubic yards of sand and gravel".
The GoldSpring property consists of 21 unpatented placer mining claims covering
approximately 850 acres. 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.
A recent geological report dated May 2003 prepared by consulting geologist Paul
A. Pelke, of Reno, Nevada, further supports the earlier Bourne report and adds
important additional information that the writer learned from time spent with
John Uhalde, a mining engineer that was intimately associated with the previous
owners of the claims.
Pelke's knowledge, coupled with his long term relationship with Jerrie Gasch
registered Geophysicist and Geologist of Gasch and Associates, from Sacramento ,
California, has enabled the Company to identify the production starting location
and to design the operating plant for initial production. Gasch has been
involved in virtually all exploration work carried out on the claims over the
past 20 years.
Subsequent to the end of the 2nd quarter the Company successfully concluded
Stage 1 financing in the form of a private placement for $250,000 for restricted
shares and has received a term sheet for an institutional private placement for
Stage 2 financing for $1,000,000. Once stage 2 financing is completed the
Company will implement its business plan and proceed to gold production and
revenue.
Development Stage Revenues
--------------------------
Our recent operations have been devoted primarily to preparing to place the
GoldSpring Placer Gold Claims into production. Our ability to achieve our
business objectives is contingent upon our success in raising additional capital
which, once finalized, will lead to revenues 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 undertake gold
production operations.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 professional fees.
Our
business of operating a producing gold mine is contingent upon our ability
to secure adequate financing. Management believes that this financing will be
necessary in order for us to continue as a going concern. We are actively
pursuing several forms of 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.
SUBSEQUENT FINANCING
On June 24, 2003 the Company commenced a private placement of $250,000 for
restricted shares that was successfully concluded in July. On August 19, 2003
the "Company" announced that as a follow up to its July 31, 2003 Press Release,
the Company has received a Term Sheet for Stage 2 Financing from a London (FTSE)
Stock Exchange Listed Investment Trust. The Term Sheet is conditioned upon final
approvals by their Investment Committee and GoldSpring's Board of Directors as
well as final due diligence regarding Patriot Act compliance by both companies
and GoldSpring's directors. In furtherance of such Term Sheet, GoldSpring has
been invited to open an account with Christows Limited of London to facilitate
the transaction.
This financing, if and when completed in the next few weeks, will enable the
Company to fully execute its Plan of Operation, which calls for the initial 200
ton per hour plant, contracted on June 2, 2003 with RMS - Ross Corporation, to
commence operation in the fourth quarter of 2003 on the Company's Spring Valley
placer gold claims.
Item 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(C))]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.
(b) Changes in internal controls.
Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable
Item 2. Changes in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a
Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports of Form 8-K. Certification Form 99
On July 3, 2003 we filed an 8K
based on Changes in Control
of Registrant.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on August 19, 2003.
GOLDSPRING, INC.
Date: August 19, 2003 By: /s/ John Cook
---------------------------------
John Cook
Chief Executive Officer and President
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 quarterly report on Form 10-QSB of Goldspring, Inc.
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the quarterly 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 the quarterly report;
4. I am 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,
if any, is made known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. 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 any 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. I have indicated in the quarterly 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: August 19, 2003
/s/ John Cook
-------------------------------------
John Cook
Chief Executive Officer and President
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, Robert T. Faber certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Goldspring, Inc.
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in the quarterly 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 the quarterly report;
4. I am 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,
if any, is made known to us by others within those entities, particularly during
the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. 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 any 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. I have indicated in the quarterly 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: August 19, 2003
/s/ Robert Faber
------------------------------
Robert T. Faber
Chief Financial Officer