UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NO. 1 TO
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): January 23, 2006
(Exact
Name of Registrant as Specified in its Charter)
Florida
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000-32429
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65-0955118
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1200
American Flat Road, Gold Hill, Nevada 89440
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(Address
of principal executive offices) (Zip Code)
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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 (see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a-
12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE
OF CONTENTS
Item
8.01. Other Events
SIGNATURES
EXHIBIT
INDEX
EX-99.2
Item
8.01. Other Events.
On
January 23, 2006, the United States Court of Appeals for the Ninth Circuit
issued a Memorandum disposition in the matter of Faber
v. Parent,
stating, “We reverse the district court’s decision to grant the preliminary
injunction for failure to comply with the requirements of Rule 52(a). However,
the injunction shall remain intact for a reasonable time not to exceed 90 days
from the date on which this disposition is filed or until an earlier date on
which the district court enters a succeeding preliminary injunction. During
this
time, the district court may issue a new preliminary injunction if, after
undertaking the required analysis and making the necessary findings, it deems
such an injunction appropriate.” The preliminary injunction, issued by the
district court on February 15, 2005, had reinstated GoldSpring’s Board of
Directors as it existed prior to Mr. Parent’s takeover of GoldSpring on December
10, 2004. The Memorandum disposition also stated that, “If, after further
proceedings, the district court does not order a new preliminary injunction,
we
leave it to the district court to restore, as near as possible, the situation
that would have existed if the preliminary injunction had never been granted.” A
copy of Memorandum disposition is filed herewith as Exhibit 99.2 and is hereby
incorporated by reference under this Item 8.01.
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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.
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GOLDSPRING,
INC.
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February
1, 2006
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By:
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/s/ Robert
T.
Faber
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Robert
T. Faber
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President
and Chief Financial Officer
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EXHIBIT
INDEX
Exhibit
Number
99.2
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Memorandum
disposition from the United States Court of Appeals for the Ninth
Circuit
in the matter of Faber
v. Parent,
D.C. No. CV-04-02960-EHC
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