<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
EVOLUTIONS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Unrealized
Gain (Loss)
on Available-
Common Stock Paid-in for-Sale
Shares Amount Capital Deficit Securities Total
<S> <C> <C> <C> <C> <C> <C>
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
===== ======= ========== ========= ======== ==========
</TABLE>
See notes to financial statements
F-4
<PAGE>
EVOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
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:
<S> <C> <C> <C>
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)
---------- --------- ---------
</TABLE>
(Continued)
F-5
<PAGE>
EVOLUTIONS, INC.
STATEMENTS OF CASH FLOWS
(Continued)
<TABLE>
<CAPTION>
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:
<S> <C> <C> <C>
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
======== ======== ========
</TABLE>
See notes to financial statements
F-6
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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.
<PAGE>
EVOLUTIONS, INC.
AND
GOLD SECURITIES CORPORATION
PRO FORMA COMBINED BALANCE SHEET
JUNE 30, 1995
<TABLE>
<CAPTION>
GOLD
EVOLUTIONS SECURITIES PRO FORMA PRO FORMA
INC CORPORATION ADJUSTMENTS COMBINED
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
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
========== ======== ============ ==========
</TABLE>
See notes to pro forma combined balance sheet
<PAGE>
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.
<PAGE>
EVOLUTIONS, INC.
AND
GOLD SECURITIES CORPORATION
PRO FORMA STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
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
---------- ----------- ----------- --------- ---------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
========= ======== ======== =========== ======== ======= ======== ===========
</TABLE>
See notes to pro forma combined statements of operations
<PAGE>
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
<PAGE>
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
