SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 29, 2002
GSV, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23901
(Commission File No.)
13-3979226
(IRS Employer Identification No.)
191 Post Road West
Westport, Connecticut
(Address of Principal Executive Offices)
06880
(Zip Code)
Registrant's telephone number, including area code: (203) 221-2690
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. The following
financial statements are filed herewith:
Independent Auditors' Report F-1
Statements of Net Revenue of the
Assets Acquired from Polystick U.S.
Corp. for the ten month period ended
December 31, 2001 (audited) and for the five
month period ended May 31, 2002 (unaudited) F-2
Notes to Statements of Net Revenue of the
Assets Acquired from Polystick U.S. Corp. F-3 to F-6
(b) UNAUDITED PROFORMA FINANCIAL STATEMENTS
(c) EXHIBITS
Exhibit 2.1 Asset Purchase Agreement, dated
as of June 1, 2002, by and between GSV, Inc.,
Cybershop, LLC and Polystick U.S. Corp.
(previously filed)
Exhibit 10.1 Management Agreement,
dated as of June 1, 2002, by and between
GSV, Inc. and Polystick U.S. Corp.
(previously filed)
Exhibit 99.1 Press Release, dated May 30, 2002
(previously filed)
Independent Auditors' Report
To the Board of Directors
GSV, Inc.
Westport, Connecticut
We have audited the accompanying statements of net revenue of the
assets acquired by GSV, Inc. from Polystick U.S. Corp. for the
ten month period ended December 31, 2001. This financial
statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is
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 statement referred to above
presents fairly, in all material respects, the net revenue
of the assets acquired by GSV, Inc. from Polystick U.S. Corp.
for the ten month period ended December 31, 2001, in
conformity with accounting principles generally accepted
in the United Stated of America.
/s/ Comiskey & Company
PROFESSIONAL CORPORATION
Denver, Colorado
August 7, 2002
F-1
GSV, Inc.
Statements of Net Revenue of the
Assets Acquired from Polystick U.S. Corp.
for the ten month period ended December 31, 2001 and
for the five month period ended May 31, 2002
May 31, 2002 December 31, 2001
(Unaudited)
____________ _________________
Revenues
Oil Revenues $ 41,211 $ 31,928
Gas Revenues 207,051 299,575
Revenue Offsets (170) (380)
_________ _________
Total Revenues 248,092 331,123
Direct Operating Expenses
Production Taxes 19,945 19,799
_________ _________
Total Direct Operating Expenses 19,945 19,799
_________ _________
Net Revenue Available to
Working Interest $ 228,147 $ 311,324
_________ _________
_________ _________
The accompanying notes are an integral part of the financial statement.
F-2
GSV, Inc.
Notes to Statements of Net Revenue of the
Assets Acquired from Polystick U.S. Corp.
for the ten month period ended December 31, 2001 and
for the five month period ended May 31, 2002 (unaudited)
Note 1 - Summary of Significant Accounting Policies
___________________________________________________
Effective as of June 1, 2002, a subsidiary of GSV, Inc. ("the
Company") acquired a 0.027778% working interest in two oil and
gas properties pursuant to an asset purchase agreement with
Polystick U.S. Corp., a privately held New York corporation.
The Company also acquired an option, including a right of
first refusal, to purchase other oil and gas properties held
by Polystick U.S. Corp.
The accompanying financial statement includes the revenues
and direct expenses of the working interests in two oil and
gas wells located in Assumption Parish, Louisiana.
The working interests in the properties were acquired
through the issuance of common stock of the Company
and a cash payment.
Concurrent with the asset purchase agreement, the Company
signed a management agreement with Polystick U.S. Corp. to
assist the Company in the management of its oil and gas
working interests and the development of new oil and gas
activities. The agreement is for one year with an annual
consulting fee of $150,000, paid in monthly installments.
The accompanying statement presents the revenues and the
production taxes of these properties, as incurred by the
various owners for the ten month period ended December 31,
2001 and for the five month period (unaudited) ended May
31, 2002. This statement does not include lease operating
expenses and other direct expenses, depreciation, amortization,
or depletion, or any allocation of corporate overhead or any
other indirect expenses including interest or income taxes.
This financial statement should be read in conjunction
with Form 8-K dated May 29, 2002 and filed by GSV, Inc. on
June 5, 2002.
F-3
GSV, Inc.
Notes to Statements of Net Revenue of the
Assets Acquired from Polystick U.S. Corp.
for the ten month period ended December 31, 2001 and
for the five month period ended May 31, 2002 (unaudited)
Note 2: Unaudited Oil and Gas Reserve Quantities
_________________________________________________
This section provides information required by Statement of Financial
Accounting Standards No. 69, "Disclosures about Oil and Gas Producing
Activities."
The following unaudited reserve estimates were prepared by Pressler
Petroleum Consultants, Inc., an independent engineering company, as of
February 1, 2002, and adjusted by the Company for actual production
through May 31, 2002. There are many uncertainties inherent in estimated
proved reserve quantities and in projecting future production rates and
the timing of development expenditures. In addition, reserve estimates
of new discoveries that have little production history are more imprecise
than those of properties with more production history. Accordingly,
these estimates are expected to change as future information becomes
available.
Proved oil and gas reserves are the estimated quantities of crude oil,
condensate, natural gas, and natural gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable
in future years from known reservoirs under existing economic and
operating conditions.
Proved developed oil and gas reserves are those reserves expected to be
recovered through existing wells with existing equipment and operating
methods.
Unaudited net quantities of proved and proved developed reserves of crude
oil (including condensate) and natural gas, all of which are located within
the continental United States, are summarized below:
Changes in Proved Reserves:
(BBLS) (MCF)
Estimated quantity, March 1, 2001 11,493 660,353
Production (1,387) (88,550)
Acquisitions - -
Discoveries - -
______ _______
Estimated quantity, December 31, 2001 10,106 577,803
Production (1,504) (68,804)
Acquisitions - -
Discoveries - -
______ _______
Estimated quantity, May 31, 2002 8,602 508,999
______ _______
F-4
GSV, Inc.
Notes to Statements of Net Revenue of the
Assets Acquired from Polystick U.S. Corp.
for the ten month period ended December 31, 2001 and
for the five month period ended May 31, 2002 (unaudited)
Note 2: Unaudited Oil and Gas Reserve Quantities (continued)
_____________________________________________________________
Proved developed reserves:
Oil (BBLS)
December 31, 2001 10,106
May 31, 2002 8,602
Gas (MCF)
December 31, 2001 577,803
May 31, 2002 508,999
The following table presents a standardized measure of the discounted
future net cash flows attributable to the Company's proved oil and
gas reserves. Future cash inflows were computed by applying period-
end prices of oil and gas to the estimated future production of proved
oil and gas reserves. The future production and development costs
represent the estimated future expenditures (based on current costs)
to be incurred in developing and producing the proved reserves, assuming
continuation of existing economic conditions. Future unexpected costs
or changes in production could affect discounted future net cash flows.
A discount factor of 10% was used to reflect the timing of future
net cash flows. The standardized measure of discounted future
net cash flows is not intended to represent the replacement cost
or fair market value of the Company's oil and gas properties.
As of May 31,
2002
_____________
Future cash inflows $1,750,622
Future production costs (151,615)
___________
Future net cash flows 1,599,007
10% annual discount for
estimating timing of cash flows (488,237)
___________
Standardized measure of
discounted future net cash flows $1,110,770
___________
___________
F-5
GSV, Inc.
Notes to Statements of Net Revenue of the
Assets Acquired from Polystick U.S. Corp.
for the ten month period ended December 31, 2001 and
for the five month period ended May 31, 2002 (unaudited)
Note 2: Unaudited Oil and Gas Reserve Quantities (continued)
_____________________________________________________________
As of May 31,
2002
_____________
Standardized measure of
discounted future net
cash flows, December 31, 2001 $1,288,178
Changes due to operations:
Production (193,293)
Production costs 15,045
Accretion of discount 840
___________
Standardized measure of
discounted future net
cash flows, May 31, 2002 $1,110,770
___________
___________
F-6
GSV, Inc.
Unaudited Proforma Financial Statements
The following condensed financial information portrays the effects of the
acquisition by GSV, Inc. of oil and gas working interests as if the
transaction occurred effective March 1, 2001, which is the beginning of
the earliest production period presented for the working interests. The
condensed financial information for the period ended December 31, 2001 has
been derived from the audited financial statements of GSV, Inc. included in
its Form 10-KSB, and for the acquired working interests as contained
in this form 8-K. The condensed financial information for the six and
five month periods ended June 30, 2002 and May 31, 2002 respectively, were
derived from unaudited financial statements for the respective periods. No
adjustment has been made for the tax effect of proforma net income, since
cumulative tax loss carryforwards exist in excess of the proforma amount.
Acquired
GSV, Inc. Working Interest
12 months 10 months
ended ended Proforma
December 31, December 31, December 31,
2001 2001 Adjustments 2001
___________ ____________ ___________ ____________
Current assets $ 1,337,343 $311,324 $(550,000) 1 $ 1,148,667
Total assets $ 1,832,464 $311,324 $ 115,500 1,2 $ 2,259,288
Current liabilities $ 178,625 $ --- $ --- $ 178,625
Stockholders' equity $ 1,653,839 $311,324 $ 115,500 1,2 $ 2,080,663
Revenues $ 127,219 $331,123 $ --- $ 458,342
Net income (loss) $(2,446,463) $311,324 $ (97,000) 2 $(2,232,139)
Net loss per share $ (1.36) $ --- $ --- $ (1.24)
1 Purchase of working interests - $550,000 cash and $212,500 value of common
stock
2 Depletion of reserves - $97,000 for the ten months
Acquired
GSV, Inc. Working Interest
6 months 5 months
ended ended Proforma
June 30, May 31, June 30,
2002 2002 Adjustments 2002
___________ ____________ ___________ ____________
Current assets $ 640,965 $228,147 $ 311,324 1 $ 1,180,436
Total assets $ 1,865,352 $228,147 $ 125,324 1,2 $ 2,218,823
Current liabilities $ 228,855 $ --- $ --- $ 228,855
Stockholders' equity $ 1,636,497 $228,147 $ 125,324 1,2 $ 1,989,968
Revenues $ 135,392 $248,092 $ --- $ 383,484
Net income (loss) $ (229,842) $228,147 $ (89,000) 2 $ (90,695)
Net loss per share $ (0.12) $ --- $ --- $ (0.05)
1 2001 effects of the transaction
2 Depletion of reserves - $89,000 for the five months
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.
Date: August 12, 2002 GSV, INC.
By: /s/Gilad Gat
Gilad Gat, Chief Executive Officer