GOLDSPRING INC (Form: 8-K, Received: 04/26/2010 11:16:03)

UNITED STATES

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): April 21, 2010

GOLDSPRING, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other

Jurisdiction of Incorporation)

000-32429

(Commission File Number)

65-0955118

(I.R.S. Employer

Identification Number)

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

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On April 21, 2010, GoldSpring, Inc. (the “Company”) entered into an Employment Agreement with Corrado De Gasperis as Chief Executive Officer and President of the Company. A description of the Employment Agreement is set forth below in Item 5.02.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of a New Officer

On April 21, 2010, the Board of Directors of the Company elected Corrado De Gasperis as Chief Executive Officer and President of the Company, effective immediately. He is also serving as Principal Financial Officer of the Company. Mr. De Gasperis succeeds Robert Reseigh, who has served as the Interim Chief Executive Officer since October 6, 2009, and Robert T. Faber who has served as President since September 2004 and Principal Financial Officer since June 2003. Both Mr. Reseigh and Mr. Faber will continue in their roles as directors of the Company, and Mr. Faber will assume the role of Chief Accounting Officer of the Company, working directly and facilitating the transition with Mr. De Gasperis.

Mr. De Gasperis, age 44, brings more than 20 years of experience in manufacturing, metals and mining operational and financial management, construction project management, and capital markets to the Company. Most recently, he served as the Chief Executive Officer of Barzel Industries Inc. (“Barzel”) from its formation in April 2006 to September 2009. Barzel operated a network of 15 manufacturing, processing and distribution facilities in the United States and Canada that offered a wide range of metal solutions to a variety of industries, from construction and industrial manufacturing to transportation, infrastructure development and mining. Mr. De Gasperis resigned from Barzel in September 2009, after it reached agreement to sell substantially all of its assets to a Canadian-based steel company in a planned transaction that was consummated as a sale pursuant to Section 363 of the U. S. Bankruptcy Code, following a multiple entity bidding process with multiple suitors focused on both in-court and out-of-court transactions . From 2001 to 2005, he served as Chief Financial Officer of GrafTech International Ltd., a global manufacturer of industrial graphite and carbon-based materials, in addition to his duties as Vice President and Chief Information Officer, which he assumed in 2000. He served as Controller of GrafTech from 1998 to 2000. From 1987 to 1998, Mr. De Gasperis was a certified public accountant with KPMG LLP, an international provider of accounting, tax and other advisory services. As a Senior Assurance Manager in the Manufacturing, Retail and Distribution Practice, he served clients such as General Electric Company and Union Carbide Corporation. KPMG announced his admittance, as a Partner, effective July 1, 1998. He holds a BBA from the Ancell School of Business at Western Connecticut State University, with honors. He is a member of the Prospectors and Developers Association of Canada.

Mr. De Gasperis served as a director of GBS Gold International Inc from August 2005 to March 2009, where he was Chairman of the Audit and Governance Committee and the Compensation Committee and a member of the Nominations Committee and the Advisory Committee. He also served as a director of Barzel from April 2006 to September 2009.

Implementation of Strategic Plan

The Board has approved a strategic plan designed to restructure and recapitalize the Company, accelerate mine development and production, and continue exploration. The principal features of the plan encompass a recapitalization and balance sheet restructuring (which may include a reverse stock split, a debt-for-equity exchange, a land-for-debt exchange and a new capital raise to fund gold mine operations, exploration and development) and an operational and management restructuring. The goal of the plan is to deliver stockholder value by commencing commercial mining and processing operations by early 2011, respectively, with annual production rates of 20,000 gold equivalent ounces and by validating qualified resources (at least measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013. Mr. De Gasperis will lead implementation of the plan and, as described below, key aspects of Mr. De Gasperis’ compensation are contingent on achievement of these goals and key intermediate objectives. Further detail regarding the strategic plan is set forth in Item 8.01 of this Form 8-K.

Mr. De Gasperis’ Employment Agreement

In connection with his election as Chief Executive Officer and President, on April 21, 2010, the Company entered into an Employment Agreement with Mr. De Gasperis, which provides for his election as an officer and also as a director upon closing of the recapitalization or the capital raise. Key terms of the Employment Agreement are set forth below:

The Employment Agreement expires on April 21, 2014 and will be automatically extended for an additional one year term unless timely notice of termination is previously provided by either party. If a change in control of the Company occurs and the remaining term of the Employment Agreement is less than three years, then the term of the Employment Agreement will be extended for three years beyond the date upon which such change in control is consummated.

The Employment Agreement provides for an annual base salary of $360,000 and Mr. De Gasperis’ participation in any incentive or compensation plan of the Company. Mr. De Gasperis will be entitled to participate in each medical, pension or other employee benefit plan generally available to employees of the Company. The Employment Agreement requires the Company to adopt an equity incentive plan providing for the issuance of up to six percent of the fully diluted equity after giving effect to the above referenced strategic plan, and at least 50% of the equity issued is required to be granted to Mr. De Gasperis in the form of restricted stock awards. The awards to Mr. DeGasperis shall vest as follows: (i) 20% upon validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 1,000,000 ounces of gold equivalent and the first metal pour from the mining operations; (ii) 20% upon the third month of consecutive mining operations at an annual production rate of 15,000 ounces of gold equivalent; (iii) 20% upon validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 2,000,000 ounces of gold equivalent and the third month of consecutive mining operations at an annual production rate of 17,500 ounces of gold equivalent; and (iv) the remaining 40% upon validation of qualified resources (at least measured and indicated) and reserves (probable and proven) aggregating to at least 3,250,000 ounces of gold equivalent and the third month of consecutive mining operations at an annual production rate of 20,000 ounces of gold equivalent. If a change in control of the Company occurs, all shares granted to Mr. DeGasperis vest immediately.

The Employment Agreement also requires the Company to adopt a profit sharing plan whereby 10% of net cash profits before principal payments of indebtedness and investments in fixed assets will be set aside for semi-annual payments to employees, no less than 35% of which shall be payable to Mr. De Gasperis.

The Employment Agreement requires Mr. De Gasperis to devote substantially all of his business time to the Company’s affairs, establishes standards of conduct, prohibits competition with the Company during the term thereof and thereafter, affirms rights respecting the ownership and disclosure of confidential information of the Company, provides for the acts and events that would give rise to termination of the Employment Agreement, and provides for compensation upon a termination thereof.A copy of the Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Resignation of Mr. Golden

James V. Golden, Chief Operating Officer of the Company, has resigned in his capacity as such, effective April 1, 2010. In connection with his resignation, the Company and Mr. Golden entered into a Resignation and Release Agreement (the “Resignation Agreement”), dated April 21, 2010. Under the terms of the Resignation Agreement, and in consideration for his execution of a general release of claims, the Company will provide Mr. Golden with (i) a lump sum of $37, 500 plus an amount equal to his current base salary (less withholdings and deductions) through December 31, 2010, (ii) medical insurance coverage under the Company’s current medical plan through December 31, 2010, (iii) title to the current vehicle owned by the Company in his possession, (iv) a laptop and printer, (v) the mining rights to a certain property described as the Big Mike Copper Mine and (vi) subject to approval by the Board of Directors of the Company, all vested options to purchase stock of the Company granted to Mr. Golden under the Company’s 2006 Stock Option and Incentive Plan shall remain exercisable until December 31, 2012.

A copy of the Resignation Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 8.01. Other Information.

As stated in Item 5.02 above, the Company’s Board has approved a strategic plan designed to restructure and recapitalize the Company, accelerate mine development and production, and continue exploration.

The recapitalization and balance sheet restructuring phase of the plan is currently expected to include:

a 200:1 reverse stock split, thereby reducing the common shares outstanding to approximately 18.3 million shares and eliminating the Company’s current default under its convertible indebtedness due to lack of sufficient authorized and unissued common shares by making sufficient authorized and unissued shares of Company common stock available to satisfy its obligations;

a debt-for-equity exchange with the holders of its convertible indebtedness, thereby eliminating the majority of the Company’s current indebtedness;

the issuance of new senior secured convertible indebtedness with less onerous terms than the existing convertible indebtedness in exchange for the rights to two integral parcels of land for exploration and to facilitate operations on the Company’s existing parcels;

a restructuring of the Company’s bridge loans, possibly including the issuance of senior equity rights in exchange for additional extensions of credit; and

the raising of new capital, possibly in the form of one or more equity transactions.

The Company anticipates completing these recapitalization and balance sheet restructuring transactions by about mid-year 2010. In connection therewith, the Board has agreed to pursue listing of the common shares on an appropriate securities exchange in due course. The strategic plan has scheduled the start of mine operations in the latter half of 2010 and the exploration and development drilling intended to validate mine design and increased qualified resources and reserves in the latter half of 2010 through 2013, with two intermediate objectives of 1,000,000 gold equivalent ounces and 2,000,000 of gold equivalent ounces with the long term planned objective of 3,250,000 gold equivalent ounces. The plan has also scheduled the start of production operations in early 2011, initially from using existing heap leach operating assets, and then scaling to an annual run rate of at least 20,000 gold equivalent ounces.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

10.1

Employment Agreement, dated as of April 21, 2010, between GoldSpring, Inc. and Corrado De Gasperis.

10.2

Resignation and Release Agreement, dated as of April 21, 2010, between GoldSpring, Inc. and James V. Golden.

99.1

Press release dated April 26, 2010.

SIGNATURE

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.

	GOLDSPRING, INC.

Date: April 26, 2010	By:	/s/ William J. Nance
		William J. Nance
		Chairman of the Board of Directors

EXHIBIT INDEX

Exhibit Number		Description

10.1		Employment Agreement, dated as of April 21, 2010, between GoldSpring, Inc. and Corrado De Gasperis.

10.2		Resignation and Release Agreement, dated as of April 21, 2010, between GoldSpring, Inc. and James V. Golden.

99.1		Press release dated April 26, 2010.

EXHIBIT 99.1

GOLDSPRING ANNOUNCES NEW CHIEF EXECUTIVE OFFICER

AND STRATEGIC PLAN

Contact:

GoldSpring, Inc.

P.O. Box 1118

Virginia City, NV 89440

Phone: (775) 847-5272

Fax: (775) 847-4762

Robert T. Faber

rfaber@goldspring.us

VIRGINIA CITY, NEVADA – April 26, 2010 – GoldSpring, Inc. (OTCBB: GSPG) announced today that Corrado De Gasperis has been named Chief Executive Officer and President of the Company, effective immediately. Mr. De Gasperis will also serve as its principal financial officer.

“Corrado is a proven senior executive and one of the most focused managers I have encountered in any industry,” stated William J. Nance, Chairman of the Board. “He has demonstrated operational and project management skills and the strategic focus to position GoldSpring as a significant producer in the U.S. mining industry over the next three years. He is also a thoughtful leader that the Board believes will accelerate the delivery of known value while positioning us to realize the greater potential from our Comstock properties.”

“The Board thanks Robert Reseigh for stepping in as Interim CEO, and Robert Faber for his service as President and the contributions each has made to GoldSpring’s success over the last 5 years. Bob, Rob and I look forward to working directly with Corrado to ensure a smooth transition for the Company and its employees and a successful implementation of our business plan,” stated Mr. Nance.

Mr. De Gasperis brings more than 20 years of manufacturing, metals and mining operational and financial management, construction project management, and capital markets experience to the Company. Most recently, he served as the Chief Executive Officer of Barzel Industries Inc. Barzel operated a network of 15 manufacturing, processing and distribution facilities in the United States and Canada that offered a wide range of metal solutions to a variety of industries, from construction and industrial manufacturing to transportation, infrastructure development and mining. Mr. De Gasperis resigned from Barzel in September 2009, after it reached agreement to sell substantially all of its assets to a Canadian-based steel company in a planned transaction that was consummated in a sale pursuant to Section 363 of the U.S. Bankruptcy Code following a multiple party bidding process with suitors focused on both in-court and out-of-court transactions . From 2001 to 2005, he served as Chief Financial Officer of GrafTech International Ltd., a global manufacturer of industrial graphite and carbon-based materials, in addition to his duties as Vice President and Chief Information Officer, which he assumed in 2000. He served as Controller of GrafTech from 1998 to 2000. From 1987 to 1998, Mr. De Gasperis was a certified public accountant with KPMG LLP, an international provider of accounting, tax and other advisory services. As a Senior Assurance Manager in the Manufacturing, Retail and Distribution Practice, he served clients such as General Electric Company and Union Carbide Corporation. KPMG announced his admittance, as a Partner, effective July 1, 1998. He holds a BBA from the Ancell School of Business at Western Connecticut State University, with honors.

EXHIBIT 99.1

Mr. De Gasperis has served as a director of GBS Gold International Inc., where he was Chairman of the Audit, and Governance Committee and the Compensation Committee and a member of the Nominations and Advisory Committees. Mr. De Gasperis is also a Member of the Prospectors and Developers Association of Canada.

“Corrado has already worked with our team and facilitated, along with the Board, development of a strategic plan designed to deliver shareholder value by commencing commercial mining and processing operations by late 2010 and early 2011, respectively, with annual production rates increasing to 20,000 gold equivalent ounces and by validating qualified resources and reserves of 3,250,000 gold equivalent ounces by 2013.” stated Mr. Nance. “The new plan is intended to recapitalize the Company and position it to realize the greater potential from our Comstock properties.”

The recapitalization and balance sheet restructuring phase of the plan is currently expected to include:

a 200:1 reverse stock split, thereby reducing the common shares outstanding to approximately 18.3 million and eliminating the Company’s current default under its convertible indebtedness due to lack of sufficient authorized and unissued common shares;

a debt-for-equity exchange with the holders of its convertible indebtedness, thereby eliminating the majority of the Company’s current indebtedness;

a restructuring of the Company’s bridge loans, possibly including the issuance of senior equity rights in exchange for additional extensions of credit; and

the raising of new equity capital.

The Company anticipates completing these recapitalization and balance sheet restructuring transactions by about mid-year 2010.

About GoldSpring, Inc.

GoldSpring, Inc. is a North American precious metals mining company, with extensive land holdings in the Comstock Gold-Silver District of Nevada. The Company has defined an initial gold and silver deposit at the Hartford / Lucerne complex and has secured several of the key mining permits required to develop the project. The Company is currently engaged in an exploration program to define the extent of the Hartford / Lucerne complex, assess other key exploration targets on its large land holdings and push the project toward production. The Company believes that the high-grade nature of the bulk tonnage of the Hartford / Lucerne deposit demonstrated to date and its favorable configuration has positioned the Company to become a new gold-silver producer in the future.

EXHIBIT 99.1

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This press release and any related calls or discussions may contain “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. Forward-looking statements include statements about matters such as: future prices and sales of and demand for our products; future industry market conditions; future changes in our production capacity and operations; future production, operating and overhead costs; recapitalization and balance sheet restructuring activities (including stock split, debt-for-equity exchange, land-for-debt exchange, capital raising and other activities); operational and management restructuring activities (including implementation of methodologies and changes in the board of directors); future employment and contributions of personnel; tax and interest rates; capital expenditures and their impact on us; nature and timing of restructuring charges and the impact thereof; productivity, business process, rationalization, restructuring, investment, acquisition, consulting, operational, tax, financial and capital projects and initiatives; contingencies; environmental compliance and changes in the regulatory environment; offerings, sales and other actions regarding debt or equity securities; and future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so.

These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our SEC filings and the following: the current global economic downturn and capital market weakness; the speculative nature of gold or mineral exploration, including risks of diminishing quantities or grades of qualified resources and reserves; operational or technical difficulties in connection with exploration or mining activities; contests over our title to properties; our substantial indebtedness and the impact such indebtedness may have on us; the possibility that the recession, our operating performance and operating prospects, and capital market conditions will limit our ability to timely meet our debt service obligations, comply with debt covenants, obtain necessary financing or refinancing or restructure indebtedness or our debt service obligations on acceptable terms or at all; potential inability to continue to comply with government regulations; adoption of or changes in legislation or regulations adversely affecting our businesses; business opportunities that may be presented to or pursued by us; changes in the United States or other monetary or fiscal policies or regulations in response to the recent capital markets and economic crises; interruptions in our production capabilities due to unexpected equipment failures; fluctuation of prices for of gold or certain other commodities (such as silver, copper, diesel fuel, and electricity); changes in generally accepted accounting principles; geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues organically; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies and equipment raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the SEC; potential inability to list our securities on any securities exchange or market; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. We undertake no obligation to publicly update or revise any forward-looking statement.

Neither this press release nor any related calls or discussions constitutes an offer to sell or the solicitation of an offer to buy any securities.