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 September 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.)
8585 E. Hartford Drive, Suite 400, Scottsdale, Arizona 85255
(Address of Principal Executive Offices)
480-505-4040
(Issuer's telephone number)
14354 North Frank Lloyd Wright Blvd., Scottsdale, AZ 85260
(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 September 30, 2003: 171,904,000 shares of common stock
outstanding, $0.000666 Par value.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
Introduction
GoldSpring, Inc. (the "Company" or "GSPG") is a gold mining company specializing
in the economical and efficient production of precious metals. Through "state of
the art" technology the Company intends to reduce the unit cost of gold
production by enhancing production efficiency and increasing output. The Company
has plans to expand through strategic acquisitions of ready to mine gold
projects with advanced permits and proven reserves that can be economically
recovered. The Company's initial focus for production will be within the
Comstock Lode and Como District of northern Nevada, with future expansion to
occur in other key locations in Nevada, the Mother Lode of California, and
Mexico.
In March 2003 the Company acquired GoldSpring, LLC and Ecovat Copper Nevada, LLC
from Ecovery, Inc., a private Nevada corporation. The assets acquired included
the Gold Canyon and Spring Valley gold placer projects in Lyon County, located
about 3 miles south of Gold Hill, Nevada. These placer projects have reported
gold reserves of 1,199,000 ounces. These claims consist of 21 unpatented placer
mining claims covering approximately 850 acres. The claim groups lie within the
Comstock region, immediately south of the famous Comstock Lode, which is
considered the source of the placer gold values in the area. The in-ground value
of the reported gold reserves at a gold price of $380 (currently $370-$390) is
roughly $455,620,000.00(using 900 fine).
In addition to the Gold Canyon and Spring Valley claims, the acquisition from
Ecovery included the "Big Mike" Copper recovery project located about 2 hours
east of Reno in Winnemucca, Nevada. The project has 25,000,000 pounds of
reported copper, already mined and on the ground. The value of the contained
copper at today's price of $0.90/pound is $22.5 million.
As a subsequent event, the Company in October 2003, completed the acquisition of
The Plum Mining Company, LLC ("Plum"). The Plum project, based on geological
studies conducted by third parties, contains over 3,150,000 tons of economic
gold and silver bearing ore in three distinct projects. The "Billie The Kid"
open pit (private land) contains 1,600,000 tons, with a Phase 1 mining plan in
place, targeting 500,000 tons of 0.06 ounces per ton gold and 0.4 ounces silver.
The "Billie the Kid" project is a fully permitted open pit mine. The permit
allows for cyanide heap leach mineral processing and is the only such permit in
the Comstock Lode. The adjacent "Lucerne" pit (private land) has remaining
resources from the original mine plan in excess of 850,000 tons of 0.06 ounces
gold and 0.51 ounces silver. The Como District Claims, located in the
Hulley-Logan Trend about 30 miles southeast of Plum were also acquired and
contain about 700,000 tons of 0.09 ounces of gold per ton and 3.9 ounces of
silver per ton. The in ground values of this gold and silver ore are estimated
at $75million and $7.8million, respectively. (See Subsequent Events for purchase
price details).
The Plum acquisition also included 40 acres of private land with buildings,
laboratories, operating permits, and heavy earth moving equipment with adequate
rolling stock to mine the "Billie the Kid" claims. In addition, there are
approximately 9,000 tons of ore already mined and hauled from "Billie the Kid"
stacked next to the crusher with an estimated 630 ounces of gold and 5,400
ounces of silver. Based on today's prices these precious metals have a value of
$260,000. Also, the Company plans to commence infrastructure development
including leach ponds and pad construction. Furthermore the Company estimates
mining 25,000 additional tons amounting to 34,000 tons of ore on the pad and
leaching before year-end 2003.
Once again these assets provide the needed infrastructure to effectively execute
our business strategy in the Comstock Lode and surrounding regions. The Company
continues to identify new acquisitions within Nevada in the Comstock and Como
regions and in the Carlin Trend.
Plan of Operation
The Company acquired 100% of The Plum Mining, LLC, located in Gold Hill, NV, in
the Comstock Lode, about three miles north of the GoldSpring placer gold claims
in October 2003. Plum contains over 3,150,000 tons of economic gold and silver
bearing ore in three distinct projects and is fully permitted and will begin
gold and silver production operations on November 18, 2003 at the Billie The Kid
open pit. The Company plans to commence infrastructure development including
leach ponds and pad construction on November 18, 2003. In addition, there are
approximately 9,000 tons of ore already mined and hauled from "Billie the Kid"
stacked next to the crusher with an estimated 630 ounces of gold and 5,400
ounces of silver. Based on today's prices these precious metals have a value of
$260,000. Also, the Company plans to commence infrastructure development
including leach ponds and pad construction. Furthermore the Company estimates
mining 25,000 additional tons amounting to 34,000 tons of ore on the pad and
leaching before year-end 2003.
The Company contracted with RMS-Ross Corporation for the first of four, turnkey
200 ton per hour gravity gold recovery plants on the GoldSpring placer gold
claims. The first plant is in route and scheduled to arrive prior to November
18, 2003. Production will commence in the fourth quarter of 2003. Each plant
will recover approx. 25,000 oz. au/yr. Three additional plants are scheduled to
be in operation by April 2005. The four plant operation will handle
approximately 1,000 tons/hour and will produce in excess of 100,000 oz. au/yr.
GoldSpring has several additional projects under Letter of Intent status,
(Please see Press Releases) which, subject to due diligence, will be added to
the Company's expanding portfolio of operations either prior to 12/31/2003 or in
First quarter 2004. The Company intends to use its cash flow and valuable stock
to grow its operations through strategic acquisitions of additional projects
that can easily be put into production by providing plant, equipment and working
capital.
The Company also intends to put the Gold Canyon and Spring Valley placer
projects into production immediately after the "Billie the Kidd" project
commences. The Company is creating a high-quality portfolio of precious metals
producing assets to achieve substantial, long-term growth and cash flow.
Production and Revenue Guidance for the Fourth Quarter
As noted earlier, the Company will be producing gold and silver during the
fourth quarter 2003. Current plans include the processing of the 9,000 tons
already stock piled at the Plum property plus the mining of 16,000 tons of ore
at "Billie the Kid" and 4,000 tons of ore at the GoldSpring placer mines. The
estimated revenue to be realized in the fourth quarter based on the processing
of these 29,000 tons of ore and considering a $380 gold price and a $4.75 silver
price is approximately $475,000. The leached material, however, will only be
partially recovered by year-end. The remainder of the gold and silver will be
captured during the first quarter 2004. Revenue related to the gold and silver
produced after year-end from these 29,000 tons will be recognized in the first
quarter 2004 as well.
Reported Reserves and In-Ground Values
o The GoldSpring Placer Properties: 1,199,000 reported Ounces of Gold in sand
and gravel representing an in-ground value of $455,620,000 for $380 gold.(
Silver content not available.)
o The Big Mike Copper Project: 25,000,000 pounds of already mined copper on the
ground, representing $22.5million for $ .90 copper.
o The Plum Mining, LLC: 3,150,000 tons of gold and silver bearing ore
representing in ground value of $75million in gold and $7.8 million in silver.
Total in ground value: $530,620,000 in gold, $7,800,000in silver and $22,500,000
in copper.
Funding Events
Between June 30 and September 30 the Company raised approximately $2.03 million
dollars in equity; $250,000 from the private placement of restricted common
shares to accredited private investors (Stage 1 Equity Financing) and $1.78
million from the placement of restricted common shares with an institutional
investor Jubilee Investment Trust, a London, England (Stage 2 Equity
Financing).These stock placements, provided the enterprise with funds to acquire
Plum Mining (See Subsequent Events) capital to commence gold production on the
Billie the Kid, Gold Canyon and Spring Valley gold claims in Storey and Lyon
Counties and required working Capital. The balance of the proceeds will be
deployed to advance gold production, pursue acquisition opportunities, and for
general corporate purposes
As of September 30, 2003 the Company has approximately $15.6 million in assets,
$1.6 million in cash, a fully paid RMS Ross Turnkey Gravity Gold Recovery Plant,
and no debt.
10% Stock Dividend
On September 9, 2003 the Company announced its intent to issue a 10% stock
dividend that would be effective for all shareholders of record at the close of
market September 15. Pursuant to this announcement the Company issued an
additional 15.6 million common shares effective September 16, 2003. The
corporate transfer agent (Corporate Stock Transfer, 3200 Cherry Creek Drive
South, Denver Colorado 80209 - telephone number 303-282-4800) automatically
issued the dividend shares on the pay date of September 25, 2003.
COMMON SHARES OUTSTANDING
UNRESTRICTED RESTRICTED TOTAL
------------ ---------- -----
Common Shares Outstanding
at December 31, 2002 3,000,355 80,698,726 83,699,081
2003 ACTIVITY
-------------
Cancellation of Treasury Shares - Previously
issued to Web Intelligence Technology and
ARN Investment under a stock exchange that
agreement that was cancelled. (March 11, 2003) 0 (79,500,000) 4,199,081
Restricted Common Shares issued to Ecovery in
consideration for the purchase of Ecovat Copper
Nevada, LLC and GoldSpring LLC
(Issued June 12, 2003 with an effectuation date of
March 11, 2003) 0 90,000,000 94,199,081
Company entered into three separate Consulting
Agreements whereby common shares were
exchanged for services (March 11, 2003) 24,000,000 0 118,199,081
Company issued restricted common shares in
exchange for consulting services
(August 20, 2003) 0 89,000 118,288,081
Private placement offering of restricted
common shares (September 15, 2003) 0 2,000,000 120,288,081
Sale of 36 million shares to Jubilee Trust
(September 15, 2003) 0 36,000,000 156,288,081
10% Stock Dividend
(September 16, 2003) 2,700,036 12,915,883 171,904,000
------------ ------------ ------------
SHARES OUTSTANDING AT SEPTEMBER 30, 2003 29,700,391 142,203,590 171,904,000
------------ ------------ ------------
Weighted Average Shares Outstanding at September 30, 2003 122,597,690
SUBSEQUENT EVENTS
Acquisition of The Plum Mining Company, LLC
In November 2003, the Company completed the acquisition of The Plum Mining
Company, LLC ("Plum"). The purchase price was $1.4 million, payable as follows:
with $200,000 cash at closing, 750,000 restricted common shares at a value of
$0.267 per share in lieu of $200,000 and a note for $ 1million payable in equal
quarterly installments over thirty months with an annual interest rate of 0%.
The Plum acquisition also included 40 acres of private land with buildings and
laboratories. This provides the needed infrastructure to effectively execute our
business strategy in the Comstock region.
CAPITAL RESOURCES
Management intends to raise additional funds to accelerate production at
existing locations as well as providing capital for future acquisitions.
BASIS OF PRESENTATION:
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 nine-month period ending September 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.
GOLDSPRING, INC.
UNAUDITED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2003
September 30, September 30,
2003 2002
Balance Sheet Balance Sheet
------------- -------------
ASSETS
CURRENT ASSETS:
Cash .............................................. 1,600,505 299
Accounts Receivable ............................... -- --
Inventory ......................................... -- --
Other Current Assets .............................. 20,791 --
----------- -----------
Total Current Assets .................. 1,621,296 299
PROPERTY AND EQUIPMENT - NET:
Land & Development (Big Mike) ..................... 119,138 --
Land & Development (Spring Valley and Gold Canyon) 4,750,000 --
Water Rights ...................................... 8,000 --
Other Equipment .................................. 201,118 7,750
----------- -----------
Total Property and Equipment .......... 5,078,256 7,750
OTHER ASSETS:
Goodwill - Net .................................... 8,920,543 --
Investment in Subs ................................ -- --
Intercompany ...................................... -- --
Other Assets ...................................... -- --
----------- -----------
Total Other Assets .................... 8,920,543 --
TOTAL ASSETS .......................... 15,620,095 8,049
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable .................................. -- --
Accrued Expenses .................................. 99,322 71,036
Bank Revolver ..................................... -- --
Current Portion Long-term Debt ................... -- 1,760
Due to Affiliate .................................. -- --
Other Payable ..................................... -- --
----------- -----------
Total Current Liabilities ............. 99,322 72,796
LONG-TEM LIABILITIES:
Related Parties-Net of Current Portion ............ -- 175,699
SHAREHOLDER'S EQUITY:
Perferred Stock ................................... 4,650,000 --
Common Stock ...................................... 114,453 1,472
Treasury Stock .................................... -- --
Additional Paid-in Capital ........................ 15,573,350 341,156
Deferred Consulting Fees .......................... (4,129,908) (23,728)
Accumulated Retained Earnings ..................... (581,092) (491,844)
Net Income Current Period ......................... (106,031) (67,502)
----------- -----------
Total Stockholder's Equity ............ 15,520,773 (240,446)
TOTAL LIABILITIES & SHAREHOLERS'S
EQUITY .................... 15,620,095 8,049
=========== ===========
GOLDSPRING, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 / 2002
For the Nine Month Period Ended:
--------------------------------
September 30, September 30,
2003 2002
-------- --------
NET SALES ................................................. -- 1,157
COST OF SALES ............................................. -- --
-------- --------
GROSS PROFIT .............................................. -- 1,157
OPERATING EXPENSES:
Business Development .......................... 15,711 --
General and Administrative .................... -- 52,382
Financial Services ............................ 9,509 --
Professional Services ......................... 28,058 --
Consulting .................................... 26,823 --
Office Supplies ............................... 2,437 --
Utilities ..................................... 6,990 --
Rent .......................................... 3,445 --
Marketing and Promotion ....................... 582 --
Research and Development ...................... -- 9,645
Other Operating Expenses ...................... 12,476 --
-------- --------
Total Operating Expenses .......... 106,031 62,027
EBITDA .................................................... (106,031) (60,870)
DEPRECIATION AND AMORTIZATION:
Depreciation .................................. -- 6,632
Amortization .................................. -- --
-------- --------
Total Depreciation and Amortization -- 6,632
EBIT ...................................................... (106,031) (67,502)
OTHER INCOME AND (EXPENSES):
Interest Income ............................... -- --
Other Income .................................. -- --
Interest Expense .............................. -- --
Othe Expense .................................. -- --
-------- --------
Total Other Income and (Expenses) . -- --
NET INCOME (LOSS) BEFORE TAXES ............................ (106,031) (67,502)
======== ========
Loss Per Share of Common Stock (weighted average) ......... $ (0.001) (0.003)
GOLDSPRING, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003 / 2002
For the Nine Month Period Ended:
--------------------------------
September 30, September 30,
2003 2002
-------- --------
NET SALES ................................................. -- 135
COST OF SALES ............................................. -- --
-------- --------
GROSS PROFIT .............................................. -- 135
OPERATING EXPENSES:
Business Development .......................... 15,711 --
General and Administrative .................... -- 7,911
Financial Services ............................ 9,509 --
Professional Services ......................... 28,058 --
Consulting .................................... 26,823 --
Office Supplies ............................... 2,437 --
Utilities ..................................... 6,990 --
Rent .......................................... 3,445 --
Marketing and Promotion ....................... 582 --
Research and Development ...................... -- --
Other Operating Expenses ...................... 12,476 --
-------- --------
Total Operating Expenses .......... 106,031 7,911
EBITDA .................................................... (106,031) (7,776)
DEPRECIATION AND AMORTIZATION:
Depreciation .................................. -- 2,211
Amortization .................................. -- --
-------- --------
Total Depreciation and Amortization -- 2,211
EBIT ...................................................... (106,031) (9,987)
OTHER INCOME AND (EXPENSES):
Interest Income ............................... -- --
Other Income .................................. -- --
Interest Expense .............................. -- --
Othe Expense .................................. -- --
-------- --------
Total Other Income and (Expenses) . -- --
NET INCOME (LOSS) BEFORE TAXES ............................ (106,031) (9,987)
======== ========
GOLDSPRING, INC.
STATEMENT OF CASH FLOW
FOR THEEE NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 / 2002
For the Nine Month Period Ended:
--------------------------------
September 30, September 30,
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) .............................................. (106,031) (67,502)
Adjustments to Reconcile Net Loss to Net Cash
Flows Used in Operating Activities:
Depreciation ............................... -- 6,632
(Increase) Decrease in:
Accounts Receivable ............ -- --
Inventory ...................... -- --
Other Current Assets ........... (20,791) 29,355
Increase (Decrease) in:
Accounts Payable ............... (100,000) 9,461
Accrued Expenses ............... -- --
Other Current Liabilities ...... -- --
Due to Affiliates .............. -- --
---------- ----------
Net Cash Flows Used in Operating Activities ............. (226,822) (22,054)
---------- ----------
Increase in Bank Overdraft ................. -- 29,278
Proceeds from Stock Issuance Jubilee Trust . 1,785,008 --
Proceeds from Private Placement ............ 250,000 --
Purchase RMS - Ross Equipment .............. (200,000) --
Purchase of Water Rights ................... (8,000) --
Spring Valley and Gold Canyon .............. -- --
---------- ----------
Net Cash Flows Provided by (used in) Financing Activities 1,827,008 29,278
---------- ----------
Net Increase (Decrease) in Cash ......................... 1,600,186 7,224
Cash Beginning of Year .................................. 319 (6,925)
Cash End of Period ...................................... 1,600,505 299
========== ==========
GOLDSPRING, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2003 AND 2002
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES/ OVERVIEW
Forward-Looking Statements
The following discussion contains, in addition to historical information,
forward-looking statements regarding GoldSpring, Inc. (the "Company" or "GSPG"),
that involve risks and uncertainties. The Company's actual results could differ
materially. For this purpose, any statements contained in this Report that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
possible need for additional financing; dependence on management; government
regulation; and other factors discussed in this report and the Company's other
filings with the Securities and Exchange Commission.
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 999
On July 3, 2003 we filed an 8K based on a Change in Control of
Registrant and on September 23, 2003 and September 25, 2003 we filed
8K based on amendments to the July 3, 2003 8K.
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: November 11, 2003 By: /s/ Robert T. Faber
--------------------------------
Robert T. Faber
Chief Financial Officer
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: November 11, 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: November 11, 2003
/s/ Robert Faber
------------------------------
Robert T. Faber
Chief Financial Officer