Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25

           Commission File Number 333-105793

                           NOTIFICATION OF LATE FILING

(Check One):
o Form 10-K
o Form 11-K
 o Form 20-F
x Form 10-Q
 
o Form N-SAR
      

For Period Ended:                 March 31, 2009            

o
 Transition Report on Form 10-K
o  Transition Report on Form 10-Q
o
 Transition Report on Form 20-F
o  Transition Report on Form N-SAR
o
Transition Report on Form 11-K
  

For the Transition Period Ended: ______________________

READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR TYPE. Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

 

 
PART I
REGISTRANT INFORMATION

Full name of registrant        Goldspring, Inc.                           
Former name if applicable                                                          

P.O. Box 1118

Address of principal executive office (Street and number)

Virginia City, NV 89440



PART II
RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box.)

x (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

x (b) The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and

 
 
 

o (c) The accountant's statement or other exhibit required by Rule 12b-25(c)has been attached if applicable.


PART III
NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Due to the need to complete outside auditors review, the Registrant will unable to file the Form 10-Q for the quarter ended March 31, 2009 by May 11, 2009 without unreasonable effort or expense.

PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Rob Faber
480
603-5151
(Name)
(Area Code)
(Telephone number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
                               x Yes   o No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
                               o Yes   x No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Goldspring, Inc.
(Name of Registrant as Specified in Charter)

Has caused this  notification  to be signed on its  behalf by the  undersigned hereunto duly authorized.

     
       
Date:  May 8, 2009
By:
/s/ Rob Faber
  
   
Name:  Rob Faber
  
   
Title: Chief Executive Officer
  
       
 
 
 
 

INSTRUCTION. The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.


ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal violations. (See 18 U.S.C. 1001).