SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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)
INFORMATION TO BE INCLUDED IN THE REPORT
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 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 $6.9 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.
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.
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 table sets forth information regarding the beneficial ownership of
the shares of the Common Stock (the only class of shares previously issued by
the Company) at July 1, 2003, by (i) each person known by the Company to be the
beneficial owner of more than five percent (5%) of the Company's outstanding
shares of Common Stock, (ii) each director of the Company, (iii) the executive
officers of the Company, and (iv) by all directors and executive officers of the
Company as a group, prior to and upon completion of this Offering. Each person
named in the table, has sole voting and investment power with respect to all
shares shown as beneficially owned by such person and can be contacted at the
address of the Company.
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
-------------- ---------------- ------------ ----------------
Common Ecovery, Inc. 90,000,000 %
Common John Cook (1) (1)
Common Les Cahan (2) (2)
Common Robert Faber 0 0
DIRECTORS AND (3) (3)
OFFICERS AS A
GROUP
(1) John Cook does not directly own any shares at this time. However, as a
shareholder of Ecovery, Inc. he is entitled to 8,000,000 Goldspring,
Inc. shares which he will receive when such shares have been
distributed to the Ecovery, Inc. shareholders.
(2) Les Cahan does not directly own any shares at this time. However, as a
shareholder of Ecovery, Inc. he is entitled to 8,000,000 Goldspring,
Inc. shares which he will receive when the Goldspring shares have been
distributed to the Ecovery, Inc. shareholders.
(3) Les Cahan and John Cook do not directly own any shares at this time.
However, as shareholders of Ecovery, Inc. they are entitled to a total
of 16,000,000 Goldspring, Inc. shares which they will receive when the
Goldspring shares have been distributed to the Ecovery, Inc.
shareholders.
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.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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. Cash flow from operations will fund all three of these
additional projects.
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.
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 businesses acquired
(b) Pro forma financial information
Pro forma financial information has been filed herewith.
(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.
2.3 Consolidated Income Statements.
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/ John Cook
-----------------------------------
John Cook
President
July 2, 2003