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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number 1-13012

(Check One)

         
þ Form 10-K
   o Form 20-F   o Form 11-K
 
        
o Form 10-Q
   o Form N-SAR   o Form N-CSR
     
For period ended:
        December 31, 2004
 
    

o Transition Report on Form 10-K and Form 10-KSB

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q and Form 10-QSB

o Transition Report on Form N-SAR

     
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:
    
 
    
 
    
Address of principal executive office (Street and number):
        8585 East Hartford Drive, Suite400
 
    
 
    
City, state and zip code:
        Scottsdale, AZ 85255
 
    

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 box if appropriate.)

         
þ
   (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
        
þ
   (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

     Recent stockholder disputes have caused the Registrant delays in connection with its fiscal year-end reporting, and, as a result, the Registrant is unable to file its Form 10-KSB on the prescribed due date without unreasonable effort or expense.

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PART IV

OTHER INFORMATION

         
(1)   Name and telephone number of person to contact in regard to this notification.
 
        
 
   Robert T. Faber   (480) 505-4040
     
 
   (Name)   (Area Code) (Telephone Number)
 
        
(2)   Have all other periodic reports required under Section 13 or 15(d) or 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).
 
        
 
   þ 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          þ 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 thereunto duly authorized.
         
     
Date    March 30, 2005       By:   /s/ Robert T. Faber  
  Robert T. Faber   
  President and 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.

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