-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OfgRwAnDaPKSQtiMM4ETgZclHuN+tWflCh3hBczOGYN8sSD3TgusTXYQnH4PSASF jWZqcKSeRICuDRR5okJYqg== 0000889812-95-000593.txt : 19951020 0000889812-95-000593.hdr.sgml : 19951020 ACCESSION NUMBER: 0000889812-95-000593 CONFORMED SUBMISSION TYPE: 8-K/A CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950721 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951019 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLD SECURITIES CORP CENTRAL INDEX KEY: 0000773487 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 911224178 STATE OF INCORPORATION: ID FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-08958 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: ONE KALISA WAY STE 108 CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2012615234 MAIL ADDRESS: STREET 1: C/O EVOLUTIONS INC STREET 2: 65 RAILROAD AVENUE CITY: RIDGEFIELD STATE: NJ ZIP: 07657 8-K/A 1 AMENDED CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 21, 1995 GOLD SECURITIES CORPORATION (Exact name of registrant as specified in its charter) IDAHO (State or other Jurisdiction of Incorporation) 1-8958 91-1224178 (Commission File No.) (I.R.S. Employer Identification No.) One Kalisa Way, Suite 108, Paramus, New Jersey 07652 (Address of principal executive offices) (zip code) Registrant's telephone number including area code (201) 261-5234 Item 7. Financial Statements and Exhibits. (a) Financial Statements Complete financial statements for Evolutions, Inc. from its date of inception on January 21, 1994 until December 31, 1994, and for the six month period ending June 30, 1995 are filed herewith. (b) Pro Forma Financial Information Pro forma financial information is filed herewith. EVOLUTIONS, INC. INDEX TO FINANCIAL STATEMENTS Page Report of Independent Certified Public Accountants F-1 Balance sheets as of December 31, 1994 and June 30, 1995 (unaudited) F-2 Statements of operations for the period January 21, 1994 (inception) to December 31, 1994, six months ended June 30, 1995 (unaudited), and period January 21, 1994 (inception) to June 30, 1994 F-3 Statement of stockholders' equity for the period January 21, 1994 (inception) to December 31, 1994 and six months ended June 30, 1995 (unaudited) F-4 Statements of cash flows for the period January 21, 1994 (inception) to December 31, 1994, six months ended June 30, 1995 (unaudited), and period January 21, 1994 (inception) to June 30, 1994 F-5 - F-6 Notes to financial statements F-7 - F-11 Independent Auditors' Report Board of Directors and Stockholders Evolutions, Inc. Paramus, New Jersey We have audited the balance sheet of Evolutions, Inc. as of December 31, 1994 and the related statements of operations, stockholders' equity and cash flows for the periods January 21, 1994 (inception) to December 31, 1994 and January 21, 1994 (inception) to June 30, 1994. 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 audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Evolutions, Inc. as of December 31, 1994 and the results of its operations and its cash flows for the periods January 21, 1994 (inception) to December 31, 1994 and January 21, 1994 (inception) to June 30, 1994 in conformity with generally accepted accounting principles. HOLTZ RUBENSTEIN & CO., LLP CERTIFIED PUBLIC ACCOUNTANTS September 22, 1995 Melville, New York F-1 EVOLUTIONS, INC. BALANCE SHEETS December 31, June 30, 1994 1995 ASSETS (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 22,713 $ 9,717 Investments in available-for-sales securities (Notes 3 and 8) 279,384 2,280,822 Accounts receivable - 7,567 Due from contractor (Note 4) 197,864 204,152 Inventory 9,000 59,000 Note receivable - related party (Note 5) 40,000 40,000 Prepaid expenses and other current assets - 3,434 --------- ---------- 548,961 2,604,692 NOTE RECEIVABLE (Note 6) - 796,000 PROPERTY AND EQUIPMENT, net of accumulated depreciation of $1,653 and $2,653, respectively 6,611 11,576 OTHER 950 950 --------- ---------- $ 556,522 $3,413,218 ========= ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 78,954 $ 92,402 Loans payable (Note 7) 14,500 29,500 Due to related parties (Note 8) - 796,000 --------- ---------- 93,454 917,902 --------- ---------- STOCKHOLDERS' EQUITY: (Note 9) Common stock, $10 par value; 100,000 shares authorized; issued and outstanding 1,000 and 1,650 shares, respectively 10,000 16,500 Additional paid-in capital 865,000 2,783,500 Deficit (341,538) (428,346) Unrealized holding (loss) gain on securities available-for-sale (70,394) 123,662 --------- ---------- 463,068 2,495,316 --------- ---------- $ 556,522 $3,413,218 ========= ========== See notes to financial statements F-2 EVOLUTIONS, INC. STATEMENTS OF OPERATIONS Period Period January 21, 1994 Six Months January 21, 1994 (Inception) to Ended (Inception) to December 31, 1994 June 30, 1995 June 30, 1994 (Unaudited) REVENUES: (Note 4) $ 124,281 $266,205 $ 97,447 --------- -------- --------- COSTS AND EXPENSES: Cost of sales 216,389 183,682 162,927 Selling, general and administrative 227,245 137,778 117,520 --------- -------- --------- 443,634 321,460 280,447 --------- -------- --------- OPERATING LOSS (319,353) (55,255) (183,000) --------- -------- --------- OTHER: Loss on sale of securities 60,874 28,470 - Interest expense 3,573 30,000 2,000 Interest income (42,262) (26,917) - --------- -------- --------- 22,185 31,553 2,000 --------- -------- --------- NET LOSS $(341,538) $(86,808) $(185,000) ========= ======== ========= NET LOSS PER SHARE (Note 9) $(533.65) $(60.58) $(840.91) ======== ======= ======== Weighted average number of shares of common stock outstanding (Note 9) 640 1,433 220 === ===== === See notes to financial statements F-3 EVOLUTIONS, INC. STATEMENT OF STOCKHOLDERS' EQUITY
Unrealized Gain (Loss) on Available- Common Stock Paid-in for-Sale Shares Amount Capital Deficit Securities Total Initial capitalization (Note 9) - January 21, 1994 200 $ 2,000 $ 23,000 $ - $ - $ 25,000 Issuance of stock to parent (Note 9) 800 8,000 842,000 - - 850,000 Unrealized holding loss on available-for-sale securities - - - - (70,394) (70,394) Net loss - - - (341,538) - (341,538) ----- ------- ---------- --------- -------- ---------- Balance, December 31, 1994 1,000 10,000 865,000 (341,538) (70,394) 463,068 Issuance of stock to parent (Note 9) (unaudited) 850 8,500 1,916,500 - - 1,925,000 Surrender of stock (Note 9) (unaudited) (200) (2,000) 2,000 - - - Unrealized holding gain on available-for-sale securities (unaudited) - - - - 194,056 194,056 Net loss (unaudited) - - - (86,808) - (86,808) ----- ------- ---------- --------- -------- ---------- Balance, June 30, 1995 (unaudited) 1,650 $16,500 $2,783,500 $(428,346) $123,662 $2,495,316 ===== ======= ========== ========= ======== ==========
See notes to financial statements F-4 EVOLUTIONS, INC. STATEMENTS OF CASH FLOWS
Period Period January 21, 1994 Six Months January 21, 1994 (Inception) to Ended (Inception) to December 31, 1994 June 30, 1995 June 30, 1994 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (341,538) $ (86,808) $(185,000) Adjustments to reconcile net ---------- --------- --------- loss to net cash used in operating activities: Depreciation 1,653 1,000 - Non-cash compensation 25,000 - 25,000 Loss on sale of securities 60,874 28,470 - Non-cash interest income (37,500) - - Changes in operating assets and liabilities: (Increase) in assets: Accounts receivable - (7,567) - Due from contractor (147,864) (15,318) - Inventory (9,000) (50,000) (9,000) Prepaid expenses and other current assets - (3,434) - Other assets (950) - - Increase in liabilities: Accounts payable and accrued expenses 78,954 13,448 30,574 ---------- --------- --------- Total adjustments (28,833) (33,401) 46,574 ---------- --------- --------- Net cash used in operating activities (370,371) (120,209) (138,426) ---------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to property and equipment (8,264) (5,965) - Proceeds from sales of securities 1,205,170 93,148 - Purchases of available- for-sale securities (878,322) (4,000) - Increase in loan receivable (50,000) - (50,000) Repayment of loan receivable - 9,030 - Increase in note receivable - officer (40,000) - - Increase in note receivable - (796,000) - ---------- --------- --------- Net cash provided by (used in) investing activities 228,584 (703,787) (50,000) ---------- --------- ---------
(Continued) F-5 EVOLUTIONS, INC. STATEMENTS OF CASH FLOWS (Continued)
Period Period January 21, 1994 Six Months January 21, 1994 (Inception) to Ended (Inception) to December 31, 1994 June 30, 1995 June 30, 1994 (Unaudited) CASH FLOWS FROM FINANCING ACTIVITIES: Increase in loan payable $ 14,500 $ 15,000 $ - Loan from related party 54,000 796,000 54,000 Repayment to related party (54,000) - - Proceeds from issuance of stock 150,000 - 150,000 -------- -------- -------- Net cash provided by financing activities 164,500 811,000 $204,000 -------- -------- -------- Net increase (decrease) in cash 22,713 (12,996) 15,574 Cash and cash equivalents at beginning of period - 22,713 - -------- -------- -------- Cash and cash equivalents at end of period $ 22,713 $ 9,717 $ 15,574 ======== ======== ========
See notes to financial statements F-6 EVOLUTIONS, INC. NOTES TO FINANCIAL STATEMENTS PERIOD JANUARY 21, 1994 (INCEPTION) TO DECEMBER 31, 1994, SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED), AND PERIOD JANUARY 21, 1994 (INCEPTION) TO JUNE 30, 1994 (Information with respect to the six months ended June 30, 1995 is unaudited) 1. Organization: Evolutions, Inc. (the "Company") was formed on January 21, 1994 and is engaged in the manufacturing and marketing of clothing made from recycled materials. Effective June 27, 1994, the Company became a majority owned subsidiary of Pure Tech International, Inc. ("Pure Tech"). 2. Summary of Significant Accounting Policies: a. Inventory Inventory, consisting principally of finished goods, is valued at the lower of cost (first-in, first-out method) or market. b. Revenue recognition The majority of the Company's revenue is from the sale of clothing manufactured from recycled materials. The Company recognizes revenues as products are shipped. c. Depreciation Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. d. Income taxes The Company provides for Federal and State income taxes based upon financial accounting income. Deferred income taxes are recorded in instances where transactions are included in different periods for financial reporting and income tax purposes. e. Statement of cash flows For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. f. Marketable securities Trading securities consist of equity securities held for the purpose of selling in the near term. They are reported at fair market value, with unrealized gains and losses included in earnings. F-7 2. Summary of Significant Accounting Policies: (Continued) f. Marketable securities (Continued) Available-for-sale securities are carried at fair value with the unrealized holding gain (loss) included in stockholders' equity. g. Reclassifications Certain reclassifications have been made to the financial statements for the period January 21, 1994 (inception) to June 30, 1994 to conform with the classifications used in 1995. h. Interim financial statements The unaudited financial statements reflect all adjustments (consisting only of normal recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results for the period. The results of operations are not necessarily indicative of the results expected for the fiscal year. 3. Investments in Available-for-Sale Securities: a. Investments in available-for-sale securities Investments in available-for-sale securities consist of the following: December 31, June 30, 1994 1995 (Unaudited) Pure Tech International common stock $ 27,815 $1,946,875 Other equity securities 251,569 333,947 -------- ---------- $279,384 $2,280,822 ======== ========== b. Trading securities The Company held no trading securities at December 31, 1994 or June 30, 1995. In July 1994, the Company sold 153,850 shares of the common stock of its parent, Pure Tech International, Inc. (classified as trading securities) for net proceeds of approximately $700,000. 4. Due from Contractor: Due from contractor consists of the following: December 31, June 30, 1994 1995 (Unaudited) Note receivable (a) $ 50,000 $ 40,970 Advances (b) 147,864 163,182 -------- -------- $197,864 $204,152 ======== ======== F-8 4. Due from Contractor: (Continued) (a) Note receivable, bearing interest at 10%, is due on demand and is collateralized by borrower's accounts receivable. This note can be repaid by cash or services. (b) In August 1994, the Company entered into a one-year product financing agreement with a clothing manufacturer. Under the agreement, the Company will advance to the manufacturer up to 90% of the value of sales orders the manufacturer has received from third parties. Maximum advances under this agreement are $200,000, and are collateralized by a lien on the related inventory. The Company earns a financing fee based upon sales order value. Revenue under this agreement approximated $2,000 for the period January 21, 1994 (inception) to December 31, 1994 and $9,000 for the six months ended June 30, 1995. 5. Note Receivable - Related Party: Note receivable - related party consists of a $40,000 demand note due from an officer/stockholder. The note bears interest at 10% and is collateralized by 6,000 shares of Pure Tech common stock held by the officer/stockholder. 6. Note Receivable: At June 30, 1995, note receivable includes a $750,000 note, bearing interest at 12%, due on September 1, 1996. The note is secured by certain marketable securities held by the borrower and an interest in certain accounts receivable. Subsequent to June 30, 1995, the Company entered into a proposed acquisition with the borrower (see Note 11). 7. Loans Payable: Loans payable bear interest at 10% per annum and are due upon demand. 8. Due to Related Parties: At June 30, 1995, due to related parties consist of the following: Secured notes (a) $770,000 Loans payable - officers (b) 26,000 -------- $796,000 ======== (a) Consist of two notes to relatives of shareholders/officers. The notes are due on demand and bear interest at 12%. The notes are secured by 350,000 shares of the parent corporation's stock held by the Company. (b) Loans payable to officers are due on demand and bear interest at 10%. F-9 9. Stockholders' Equity: a. Capitalization The Company's authorized capital consists of 100,000 shares of common stock with a par value of $10 a share. b. Initial capitalization In January 1994, the Company issued 200 shares to the founding shareholders in consideration for services provided. The services and shares were valued at $25,000. c. Issuance of shares to parent In June 1994, the Company issued 800 shares of common stock (representing 80% of the outstanding shares) to Pure Tech International, Inc. ("Pure Tech") for $150,000 cash and 153,850 shares of Pure Tech common stock (valued at $700,000). In March 1995, the Company issued an aggregate of 850 shares of common stock and 55 stock options ("1995 options") to Pure Tech and certain of its officers for 350,000 shares of Pure Tech common stock (valued at $1,925,000). Concurrently, the founding shareholders surrendered 200 shares of common stock and outstanding options in exchange for 165 stock options ("1995 options"). The 1995 options have an exercise price of $100, and are exercisable through 2000. As of June 30, 1995, Pure Tech holds 88% of the Company's outstanding common stock. d. Loss per share Net loss per common share was computed by dividing the net loss by the weighted average number of shares of common stock outstanding during each period presented. 10. Supplementary Information - Statement of Cash Flows: Cash paid for interest approximated $3,600 for the period January 21, 1994 (inception) to December 31, 1994, $-0- for the six months ended June 30, 1995, and $2,000 for the period January 21, 1994 (inception) to June 30, 1994. In January 1994, the Company issued common stock to the founding shareholders for services provided (see Note 9). In June 1994 and March 1995, the Company issued common stock to Pure Tech for an aggregate of 503,850 shares of Pure Tech common stock (see Note 9). In October 1994, the Company received marketable securities (valued at $37,500) as consideration for a loan made to a third party. F-10 11. Subsequent Events: a. Business combination On July 24, 1995, Gold Securities Corporation ("Gold") acquired Evolutions by merging a wholly-owned subsidiary, GSC Acquisition Corporation, into the Company. The holders of Evolutions stock received an aggregate of 10,000,000 shares of Gold common stock and the right to receive an additional 88,851,174 upon shareholder approval to increase Gold's authorized number of shares. Although in the form of a merger, the transaction is, in substance, an acquisition of Gold by Evolutions as the control of Gold will transfer from the management of Gold to the management of Evolutions. b. Proposed acquisition Subsequent to June 30, 1995, the Company entered negotiations to purchase of rights and interest in certain product lines of a distributor of infant, preschool, and general soft toy products. Proposed consideration includes cash, shares of Evolutions common stock, and the right to receive additional shares of Evolutions common stock based upon certain performance levels of the product lines over the next three years. As part of the proposed agreement, the seller will manage the product lines for a specified period, for which it will receive an amount equal to its monthly operating costs. These management services will include the services of the seller's president. As an inducement for the Company to enter into this agreement, the seller will issue to Evolutions warrants to purchase 100,000 shares of its stock at an exercise price of $.10 and 200,000 shares of its stock at an exercise price of $.20. In March 1995, the Company loaned the seller $750,000 under a secured note (see Note 6). In July 1995, the Company loaned an additional $300,000, under a note, to the seller. The July note is secured by certain accounts receivable and is due on October 31, 1995. Upon consummation of the proposed acquisition, the two notes will be cancelled. Under certain circumstances, at the option of seller on or before December 31, 1995, the seller can reacquire the product lines but will be obligated to repay the two notes (aggregating $1,050,000) and return all Evolutions shares previously issued. F-11 GOLD SECURITIES CORPORATION AND EVOLUTIONS, INC. PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 1995 On July 24, 1995, Gold Securities Corporation ("Gold") acquired Evolutions, Inc. ("EVI") by merging a wholly owned subsidiary, GSC Acquisition Corporation, into EVI. The holders of EVI stock received an aggregate of 10,000,000 shares of Gold common stock and the right to receive an additional 88,851,174 upon shareholder approval to increase Gold's authorized number of shares. Although in the form of a merger, the transaction is, in substance, an acquisition of Gold by EVI as the control of Gold will transfer from the management of Gold to the management of EVI. For purposes of the pro forma financial statements, the value of the recorded assets and liabilities of EVI, as being the most indicative measurement. Such value aggregated $2,495,316 at June 30, 1995. EVOLUTIONS, INC. AND GOLD SECURITIES CORPORATION PRO FORMA COMBINED BALANCE SHEET JUNE 30, 1995
GOLD EVOLUTIONS SECURITIES PRO FORMA PRO FORMA INC CORPORATION ADJUSTMENTS COMBINED ---------- ----------- ----------- --------- ASSETS CURRENT ASSETS: Cash $9,717 $20,011 $ - $29,728 Securities - available for sale 2,280,822 - - 2,280,822 Accounts receivable 7,567 - - 7,567 Due from contractor 204,152 - - 204,152 Inventory 59,000 - - 59,000 Note receivable - related party 40,000 - - 40,000 Prepaid expenses 3,434 - - 3,434 ---------- -------- ------------ ---------- Total current assets 2,604,692 20,011 - 2,624,703 Notes receivable 796,000 - - 796,000 Property and equipment 11,576 - - 11,576 Mining properties - 61,621 (1) (61,621) - Goodwill - - (1) 197,519 420,621 (2) 223,102 Other assets 950 - - 950 ---------- -------- ------------ ---------- $3,413,218 $81,632 $359,000 $3,853,850 ========== ======== ============ ========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $92,402 $597 $ - $92,999 Loans payable 29,500 - - 29,500 Due to related parties 796,000 - - 796,000 ---------- -------- ------------ ---------- Total current liabilities 917,902 597 - 918,499 STOCKHOLDERS' EQUITY: Common stock, $10 par value; authorized 100,000 shares; 1,650 issued and outstanding 16,500 - (1) (16,500) - Common stock; no par value issued and outstanding 8,606,189 and 116,295,499, respectively - 640,269 (1) 2,376,664 3,240,035 (2) 223,102 Additional paid-in capital 2,783,500 - (1) (2,783,500) - Deficit (428,346) (559,234)(1) 559,234 (428,346) Unrealized holding gain on securities available for sale 123,662 - - 123,662 ---------- -------- ------------ ---------- 2,495,316 81,035 359,000 2,935,351 ---------- -------- ------------ ---------- $3,413,218 $81,632 $359,000 $3,853,850 ========== ======== ============ ==========
See notes to pro forma combined balance sheet GOLD SECURITIES CORPORATION AND EVOLUTIONS, INC. NOTES TO PRO FORMA COMBINED BALANCE SHEET JUNE 30, 1995 (UNAUDITED) The pro forma combined balance sheet of Gold and EVI gives effect to the July 24, 1995 issuance of 10,000,000 shares of Gold common stock for 1,650 shares (100% of the outstanding stock) of EVI and the additional issuance of 88,851,174 shares of Gold common stock to be issued to EVI stockholders, as if the transaction had occurred on June 30, 1995. PRO FORMA ADJUSTMENTS: 1)to record issuance of shares 2)to record issuance of 8,838,136 shares of Gold as a brokerage fee in connection with the acquisition. EVOLUTIONS, INC. AND GOLD SECURITIES CORPORATION PRO FORMA STATEMENTS OF OPERATIONS
PERIOD ENDED DECEMBER 31, 1994 SIX MONTHS ENDED JUNE 30, 1995 -------------------------------------------------- ------------------------------------------------- GOLD GOLD EVOLUTIONS SECURITIES PRO FORMA PRO FORMA EVOLUTIONS SECURITIES PRO FORMA PRO FORMA INC CORPORATION ADJUSTMENTS COMBINED INC CORPORATION ADJUSTMENTS COMBINED ---------- ----------- ----------- --------- ---------- ----------- ----------- --------- NET REVENUES $124,281 $924 $ - $125,205 $266,205 $ - $ - $266,205 ---------- --------- -------- ----------- -------- ------- -------- ----------- COSTS AND EXPENSES: Cost of goods sold 216,389 - 216,389 183,682 - - 183,682 Selling,general, and administrative 227,245 30,830 (1) 42,100 300,175 137,778 - (1) 21,000 158,778 ---------- --------- -------- ----------- -------- ------- -------- ----------- 443,634 30,830 42,100 516,564 321,460 - 21,000 342,460 ---------- --------- -------- ----------- -------- ------- -------- ----------- OPERATING LOSS (319,353) (29,906) (42,100) (391,359) (55,255) - (21,000) (76,255) ---------- --------- -------- ----------- -------- ------- -------- ----------- OTHER: Loss on sale of securities 60,874 - 60,874 28,470 - - 28,470 Abandoned mining claims - 226,325 (2) (226,325) - - - - - Interest expense 3,573 - 3,573 30,000 - - 30,000 Interest income (42,262) - (42,262) (26,917) - - (26,917) ---------- --------- -------- ----------- -------- ------- -------- ----------- 22,185 226,325 (226,325) 22,185 31,553 - - 31,553 ---------- --------- -------- ----------- -------- ------- -------- ----------- NET LOSS ($341,538) ($256,231) $184,225 ($413,544) ($86,808) $ - ($21,000) ($107,808) ========= ======== ======== =========== ======== ======= ======== =========== LOSS PER SHARE ($533.65) ($0.03) ($0.00) ($60.58) ($0.00) ========= ======== ======== =========== ======== ======= ======== =========== WEIGHTED AVERAGE NUMBER OF SHARES 640 116,295,499 1,433 116,295,499 ========= ======== ======== =========== ======== ======= ======== ===========
See notes to pro forma combined statements of operations GOLD SECURITIES CORPORATION AND EVOLUTIONS, INC. NOTES TO PRO FORMA COMBINED STATEMENTS OF OPERATIONS PERIOD FROM INCEPTION (JANUARY 21, 1994) TO DECEMBER 31, 1994 AND SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED) The pro forma combined statements of operations for the periods ended December 31, 1994 and June 30, 1995 give effect to the issuance of the Gold shares as if such transaction had occured as of the inception of EVI (January 21, 1994). PRO FORMA ADJUSTMENTS: 1)Amortization of goodwill arising from the acquisition, assuming an amortization period of 10 years. 2)Write down of assets to fair value based on purchase accounting 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 thereunto duly authorized. GOLD SECURITIES CORPORATION By /s/ Michael Nafash ------------------------- Michael Nafash, President Date: September 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----