SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March 26, 2010
GOLDSPRING,
INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
(State
or Other
Jurisdiction
of Incorporation)
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000-32429
(Commission
File Number)
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65-0955118
(I.R.S.
Employer
Identification
Number)
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1200
American Flat Toll Road, Virginia City, Nevada 89440
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
Telephone Number, including Area Code: 775-847-5272
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Item
5.07 Submission of Matters to a Vote of Security Holders.
On March
24, 2010, the Board of Directors of GoldSpring Inc. (the “Company”) filed a
definitive consent solicitation statement on Schedule 14A (the “Consent
Solicitation Statement”). The Consent Solicitation Statement was the
second amendment to the preliminary consent solicitation statement filed on
February 25, 2010. The Consent Solicitation Statement is being mailed
on or about March 29, 2010 to the stockholders of record as of the close of
business on March 1, 2010.
The
Consent Solicitation Statement will be sent to stockholders for the purpose of
granting the Board of Directors the authority to effect a reverse stock split of
the Company’s issued and outstanding common stock, if and when determined by the
Board of Directors in a ratio of 1:200, without a corresponding reduction in the
number of authorized shares of the Company’s common stock.
The
proposed reverse stock split was proposed in connection with the Company’s
efforts to effect an orderly restructuring of the Company’s balance sheet and
capital structure. The purpose of restructuring the balance sheet is to provide
sufficient shares to meet the Company’s outstanding obligations, such as
reserving sufficient shares to cover conversion of its current convertible
indebtedness as well as to reduce the number of outstanding shares to a level
which it believes is more in line with a typical capital structure which would
be more attractive to potential future investors. The Company also desires to
have shares available to raise further capital needed to achieve its business
plan and to possibly use as currency for future merger and acquisition
activity.
Pursuant
to Section 78.320 of the Nevada Revised Statues, any action required or
permitted to be taken at a meeting of the stockholders may be taken without a
meeting if a written consent to such action is signed by stockholders holding at
least a majority of the voting power. If a majority of the Company’s
stockholders approve the proposed reverse stock split in accordance with the
instructions set forth in the Consent Solicitation Statement, the Board of
Directors may elect whether or not to declare a reverse stock split on or prior
to December 31, 2011. The number of shares of common stock held by
each stockholder prior to the reverse stock split would be reduced by dividing
the number of shares held immediately before the reverse stock split by 200, and
then rounding up the nearest whole share. The reverse stock split would be
implemented by filing a certificate of change to the Articles of Incorporation
with the Secretary of State of Nevada.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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99.1
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Press
release dated March 26, 2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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GOLDSPRING,
INC.
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Date: March
26, 2010
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By:
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/s/
William J. Nance
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William
J. Nance
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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Press
release dated March 26, 2010.
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