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<SEC-DOCUMENT>0001085037-04-001414.txt : 20041214
<SEC-HEADER>0001085037-04-001414.hdr.sgml : 20041214
<ACCEPTANCE-DATETIME>20041214121220
ACCESSION NUMBER:		0001085037-04-001414
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20041209
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041214
DATE AS OF CHANGE:		20041214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLDSPRING INC
		CENTRAL INDEX KEY:			0001120970
		STANDARD INDUSTRIAL CLASSIFICATION:	GOLD & SILVER ORES [1040]
		IRS NUMBER:				650955118
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-32429
		FILM NUMBER:		041200706

	BUSINESS ADDRESS:	
		STREET 1:		8585 E. HARTFORD DRIVE
		STREET 2:		SUITE 400
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85255
		BUSINESS PHONE:		480-505-4040

	MAIL ADDRESS:	
		STREET 1:		8585 E. HARTFORD DRIVE
		STREET 2:		SUITE 400
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85255

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GOLDSPRING
		DATE OF NAME CHANGE:	20030821

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STARTCALL COM INC
		DATE OF NAME CHANGE:	20010305
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<B><FONT SIZE=2><P ALIGN="CENTER">UNITED STATES SECURITIES AND<BR>
EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
</FONT><FONT FACE="Arial"><P ALIGN="CENTER">FORM 8-K</P>
</FONT><FONT SIZE=2><P ALIGN="CENTER">CURRENT REPORT<BR>
</B>Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934</P>
<P ALIGN="CENTER">Date of Report (Date of earliest event reported)  <B>December 9, 2004</P>
<P ALIGN="CENTER">GOLDSPRING, INC.<BR>
</B>(Exact name of registrant as specified in its charter)</P>
<B><P>Florida</B><BR>
(State or other jurisdiction of incorporation)</P>
<B><P>000-32429</B><BR>
(Commission File Number)</P>
<B><P>65-0955118</B><BR>
(IRS Employer Identification No.)</P>
<B><P>8585 East Hartford Drive, Suite 400, Scottsdale, AZ  85255</B><BR>
(Address of principal executive offices and Zip Code)</P>
<P>Registrant's telephone number, including area code  <B>480-505-4040</P>
<P>N/A<BR>
</B>(Former name or former address, if changed since last report)</P>
<P>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:</P>
<P>[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>
<P>[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>
<P>[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>
<P>[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>
<B><P>Item 5.02  Departure of Directors of Principal Officers; Election of Directors; Appointment of Principal Officers</P>
</B><P>Pursuant to a shareholders' consent resolution dated December 9, 2004, executed by seven shareholders who collectively hold 51% of the company's issued and outstanding common stock, effective as at that date, the following directors were removed as members of the company's Board of Directors, and were removed from all officer positions where applicable: </P><DIR>
<DIR>

<P>(i)&#9;Robert T. Faber;<BR>
(ii)&#9;John F. Cook;<BR>
(iii)&#9;Leslie L. Cahan;<BR>
(iv)&#9;Todd S. Brown;<BR>
(v)&#9;Christopher L. Aguilar;</P></DIR>
</DIR>

<P ALIGN="CENTER">-2-</P><DIR>
<DIR>

<P>(vi)&#9;Stanley A. Hirschman; and <BR>
(vii)&#9;Phillip E. Pearce.</P></DIR>
</DIR>

<P>The consenting shareholders who removed the foregoing directors were of the view that such directors were not acting in the best interests of the company or its shareholders.  This was evidenced by the meeting of the Board of Directors of the company held on November 30, 2004 at which time such directors approved the conversion of the private placement of $10,000,000 in equity that occurred in March of 2004 through Merriman Curhan Ford &amp; Co. to an $11,000,000 convertible debt obligation of the company.  Mr. Stephen Parent registered his written dissent to this action with the company, and in addition delivered a notice to the company demanding that a special meeting of the company's shareholders be held in accordance with the company's by-laws and the provisions of the <I>Florida Business Corporation Act.  </I>However, subsequent to the demand being delivered to the company, the consenting shareholders by majority consent approved of the action described herein.</P>
<P>The result of the action of the removed directors was to substitute the existing equity investment for indebtedness of the company.  The effect on the balance sheet of GoldSpring will be as if the company had borrowed money for the purpose of repurchasing its common stock from a favored class of investors.  The consenting shareholders felt that such action was detrimental to the company and its shareholders, and the effect of this transaction on the balance sheet of the company will be disastrous.  This action, combined with the fact that the convertible debenture has given the debenture holders a right of first refusal and anti-dilution rights, will restrict the company from being able to raise additional needed funds and will likely prevent the company from realizing its goal of having the stock listed on the American Stock Exchange.  In addition, if the convertible debentures are converted back into equity in accordance with their terms, the effect will be to more than double the number of shares issua
ble by the company in exchange for the investment made by these investors.</P>
<P>Finally, in regards conversion of the equity investment to the convertible debenture obligation, at least four of the members of the board of directors appear to have financial interests in, or are affiliated with, the investors/debenture holders who have been given this benefit.  As such, there appeared to be inherent conflicts of interests for such affiliated board members, and such conflicts have not been adequately disclosed.  The consenting shareholders were concerned that the attempted board approval of the convertible debenture was not done in accordance with the "conflict of interest" provisions of section 607.0832 of the <I>Florida Business Corporation Act</I>.</P>
<P>Following the change in directors, the directors of GoldSpring will be:</P><DIR>
<DIR>

<P>Jerri W. Gasch;<BR>
Purnendu K. Rana Medhi; and<BR>
Stephen Parent</P></DIR>
</DIR>

<P>The new board of directors have also appointed Mr. Stephen Parent as GoldSping's President and Mrs. Judith Parent as GoldSpring's Secretary.  Stephen Parent will act as our principal executive and principal financial officer pending further reorganization of our management structure.</P>
<P>Mr. Parent, Director and Founder of GoldSpring, Inc., served as Chairman of the Board of Directors and Chief Executive Officer of GoldSpring from March 2004 until September 2004.  From March 2003-March 2004, Mr. Parent was the Manager for GoldSpring's exploration and test mining operations. Prior to founding GoldSpring, Mr. Parent worked in the automotive industry for Penske's United Auto Group (UAG) during 2002 and 2003. Mr. Parent served as Chief Executive Officer of Ecovery, Inc., a private Nevada corporation from June 1998 until March 2003 when it sold its mining assets to GoldSpring. Mr. Parent currently serves as President and Chief Executive Officer of Ecovery. Since January 1995, Mr. Parent has served as President and Chief Executive Officer of Aztech Environmental Industries, Inc. Mr. Parent has held an active real estate license in Arizona since 1991. </P>
<P>Mrs. Judith Parent, the spouse of Stephen Parent, has been assisting Mr. Parent with the management of private and public companies for the past 25 years.  Mrs. Parent is a paralegal, working as a securities paralegal, and has a corporate finance educational background.  During the last year, Mrs. Parent has worked as GoldSpring's part-time office manager.</P>
<P ALIGN="CENTER">-3-</P>
<P>We will provide the directors that have been removed with a copy of this Form 8-K Current Report, in order that they have an opportunity to promptly respond in writing to the statements contained herein.  We will file any written response received from a former director as an exhibit to an amendment to this Form 8-K, within two business days of receipt of such written response.</P>
<B><P>Item 9.01.  Financial Statements and Exhibits.</P>
</B><P>99.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;News Release issued by the Registrant on December 14, 2004.<BR>
99.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Written Dissent of Stephen Parent<BR>
99.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Majority Shareholder Consent Resolution</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>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.</P>
<B><P>GOLDSPRING, INC.</P>
</B><U><P>/s/ Stephen Parent&#9;</U><BR>
Stephen Parent, President and Director</P>
<P>Date: December 14, 2004</P></FONT></BODY>
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<FONT FACE="Verdana Ref,Tahoma" SIZE=5><P ALIGN="CENTER">NEWS RELEASE</P>
</FONT><FONT FACE="Tahoma" SIZE=5><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">December 14, 2004</P>
</FONT><FONT FACE="Tahoma" SIZE=1><P ALIGN="CENTER"></P><DIR>
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<DIR>

</FONT><B><FONT FACE="Tahoma"><P ALIGN="CENTER">GoldSpring Shareholders Prevent Re-Capitalization Effort and Remove Majority of the Board.</P>
</B></FONT><FONT FACE="Tahoma" SIZE=1><P ALIGN="CENTER"></P></DIR>
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</FONT><B><FONT FACE="Arial" SIZE=2><P ALIGN="JUSTIFY">SCOTTSDALE AZ: December 14, 2004</B> - Steve Parent, President of GoldSpring, Inc. (OTCBB: GSPG) announces today that a majority of the Company's common shareholders signed a Consent Resolution on December 9, 2004 which removed seven members of the Company's Board of Directors and rescinded the November 30, 2004 Board Resolution that apparently authorized a re capitalization scheme, that if executed, could give majority shareholder control of GoldSpring to the group that financed the Company through an equity private placement in March of 2004. The removed directors and officers are: Robert T. Faber, John F. Cook, Leslie L. Cahan, Todd S. Brown, Christopher L. Aguilar, Stanley A. Hirschman and Phillip E. Pearce<U>.</U>  The Majority Shareholder Consent Resolution directed the remaining members of the board to carry out the rescission of all business conducted at the November 30<SUP>th</SUP> Board meeting.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The shareholder action was initiated by Stephen Parent, one of the Company's directors, filing a formal dissent with the Company regarding the November 30<SUP>th</SUP> meeting and delivering to the Company a Demand for a Special Shareholders Meeting on December 7, 2004.  Several shareholders, including Jubilee Investment Trust in London, who provided the first equity round of financing of the Company and who holds approximately 20% of its shares, then became concerned that the recapitalization scheme adopted by the directors on November 30 did not conform to the terms or the spirit of the original financing.  Instead it appeared to be a scheme by which the investment group either could recover their investment at a premium or obtain two to three times the number of shares and warrants they purchased without any additional investment.  These options were not offered to the remainder of the Company shareholders.  In addition, four of the members of the board of directors appear to have finan
cial interests in, or are affiliated with, the investors/debenture holders who have been given this benefit.  As a result, seven shareholders controlling approximately 51% of the outstanding shares took action by majority consent, in accordance with the Company's Bylaws and the provisions of the <I>Florida Business Corporation Act</I>.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">A Unanimous Director's Consent Resolution was also signed by the remaining Board members which appointed Steve Parent, President and his wife Judy as Secretary so that the Company would have the proper officers to conduct its business. In addition to removing the above named directors, Faber and Cook were also removed as officers and Cahan was terminated as a human resources consultant. None of the aforementioned former officers and directors has any further involvement with GoldSpring, other than as shareholders.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The current board of directors is comprised of Steve Parent, Rana Medhi and Jerrie Gasch.  Mr. Gasch is independent and on GoldSpring's audit committee. An additional independent director candidate is being interviewed to join the audit committee. His background is solid in the mining business at a senior financial level. The board is also pursuing one additional member with legal and or financial expertise to round out its five person working board.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">On Friday, December 10, 2004 the offices and property of the Company in Scottsdale, AZ were secured as well as the bank accounts at the Company's bank in Scottsdale. The Board has requested an independent forensic audit of existing cash on hand, receivables, payables and obligations of the Company as of December 10<SUP>th</SUP>, prior to authorizing any further banking activity by the Company.  All accounts will also be reconciled back to the September 30, 2004 10-Q, filed with the SEC on November 9, 2004.  </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The new Board and Management team at GoldSpring are committed to the profitable operation of existing mining projects and to the closing of several pending deals. We are also committed to communicate with the shareholders often and with accurate and timely information.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Pursuant to the financing completed in March, 2004, the investors purchased shares at $0.46 per share plus additional warrants to purchase further shares at $0.46 and $0.86.  The Company agreed to register the shares and warrants under a Form S-1 Registration Statement filed with the SEC.  The S-1 was filed in April, 2004 and is still not effective.  Pursuant to the original subscription agreement, penalties would ensue against the Company if the S-1 did not become effective in a timely manner. To date the Company allegedly owes the finance group over $1,000,000.00 in registration penalties. The current Board has determined that the existing S-1 may contain some material deficiencies, and has decided that no penalty will be paid until such time as the board investigates this matter fully.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The proposed re capitalization would create $12,000,000.00 in new debt, in place of the $10,000,000.00 of original equity. This would put the Company in a financially untenable position, would disqualify the pending AMEX listing and make it almost impossible to get additional financing on favorable terms, if at all.  The proposed re-capitalization would allow conversion of the debt into new shares of the Company at $0.20 per share, less than half of the original price, with no new consideration.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The re-capitalization deal was announced on December 7, 2004 in a Press Release and in an 8-K filing with the SEC.  The present board of directors believes that the Press Release was incomplete and potentially misleading in it's disclosure by characterizing the re-financing to be a "win - win" situation and that it "cemented the relationship with the investors".</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Further information will be provided as soon as it is available.  </P>
<P ALIGN="JUSTIFY"></P>
<U><P>Corporate &amp; Investor Relations:<BR>
</U>Craig Moore 480.505.4040<BR>
Email: info@goldspring.us<BR>
GoldSpring, Inc.&#9;<BR>
www.goldspring.us</P>
<B>
</B></FONT><FONT FACE="Arial" SIZE=1><P ALIGN="JUSTIFY">Statements contained in this press release, which are not historical facts, are forward looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based largely on the Company's expectations and are subject to a number of risks and uncertainties beyond the company's control, including but not limited to economic, competitive and other factors affecting the Company's operations, management team effectiveness, expansion strategies, available financing, market prices and recovery costs, government regulations involving the Company, facts and events not known at the time of this release, and other factors discussed in the Company's filings with the Securities and Exchange Commission. These statements are not guarantees of future performance and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Th
e Company undertakes no obligation to update publicly any forward-looking statements   </P>
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<B><P ALIGN="CENTER">STEPHEN B. PARENT<BR>
</B>16706 North 109<SUP>th</SUP> Way<BR>
Scottsdale, Arizona 85255</P>
<P ALIGN="CENTER"></P>
<P ALIGN="CENTER">December 4, 2004</P>
<P ALIGN="CENTER"></P>
<P>Board of Directors<BR>
GoldSpring, Inc.<BR>
8585 East Hartford Drive, Suite 400<BR>
Scottsdale, Arizona 85255</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Gentlemen:</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">At the meeting of the board of directors held November 30, 2004, I opposed and voted against the proposal to convert the existing shares of stock held by various subscribers into convertible notes and warrants of the Company.  I wish the corporate records of the Company to reflect my vote against the proposal and my continuing opposition to it. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">I have carefully reviewed the original subscription agreement that was mutually executed for the $10,000,000.00 equity offering completed last March.  Nowhere does it reference the action taken by the Board at the meeting as a remedy for default. The apparent replacement subscription agreement comes from thin air as far as I am concerned.  It was also of interest that as a Board member I was not consulted at all about his matter prior to the meeting.  I was not even given the courtesy of an agenda of the meeting either.  Ambush tactics are usually perceived to be inappropriate conduct in bonafide corporate matters. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">Since the shareholders of GoldSpring approved the then Board of Directors at the June 12, 2004 Annual General Meeting held in Reno and the actions of the Board in securing the $10,000,000.00 equity Private Placement, I do not believe they would have cast the same vote if the Board had incurred $10,000,000.00 of Convertible debt. </P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">The result of the action will be to substitute indebtedness of this Company for existing equity.  The effect on the balance sheet of GoldSpring will be as if the Company had borrowed money for the purpose of repurchasing its common stock from a favored class of investors.  The Company cannot afford to do so, and the effect of this transaction on the balance sheet of the Company will be disastrous.  It will prohibit the Company from being able to raise additional needed funds and will likely prevent us from realizing our goal of having the stock listed on the American Stock Exchange.  If the convertible notes are converted back into equity, the effect will be to more than double the number of shares issued by the Company in exchange for the investment made by these investors.  At best, this is unfair treatment of the other shareholders of the Company who did not receive the opportunity to enter into this transaction.</P>
<P ALIGN="JUSTIFY"></P>
<P>The proposal is all the more egregious because at least four of the members of the board of directors have financial interests in or are affiliated with the investors who have been given this benefit.  When each was challenged about their conflict, each refused to abstain from voting on the matter and voted in favor of it notwithstanding their clear conflict of interest. With Sarbanes Oxley requirements of more transparency in business transactions, this clearly self-serving activity is at least inappropriate if not outright illegal, in my opinion.  I am also concerned that the attempted board approval of this matter was not done in accordance with the "conflict of interest" provisions of section 607.0832 of the Florida Business Corporation Act.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">For these reasons, I voted against the proposal at the meeting of the board of directors and have elected to pursue my rights provided under Florida law and the Bylaws of the Company.  Please include this letter with the official minutes of the meeting.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="CENTER">Yours truly,</P>
<P ALIGN="CENTER"></P>
<I><P ALIGN="CENTER">"Stephen Parent"</P>
</I><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">Stephen Parent</P></BODY>
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<P ALIGN="CENTER">CONSENT RESOLUTIONS IN LIEU OF<BR>
A SPECIAL MEETING OF THE SHAREHOLDERS<BR>
OF GOLDSPRING, INC.</P>

<P>The undersigned, representing the shareholders of a majority of each class of outstanding stock entitled to vote of GOLDSPRING, INC., a Florida corporation ("Corporation"), do hereby authorize and approve the actions set forth in the following resolutions, according to the Florida Business Corporation Act Section 607.0704 and the Corporation's Bylaws, and declare them to be in full force and effect as if they were adopted at a regularly scheduled meeting of the shareholders of the Corporation, and hereby declare that they are deemed effective as of the date hereof:</P>

<P>RESOLVED, that the following directors are removed as directors of the Corporation:</P>
<DIR>
<DIR>

<P>(i)&#9;Robert T. Faber;</P>
<P>(ii)&#9;John F. Cook;</P>
<P>(iii)&#9;Leslie L. Cahan;</P>
<P>(iv)&#9;Todd S. Brown;</P>
<P>(v)&#9;Christopher L. Aguilar;</P>
<P>(vi)&#9;Stanley A. Hirscham; and </P>
<P>(vii)&#9;Phillip E. Pearce.</P>
</DIR>
</DIR>

<P>RESOLVED, that all action taken at the meeting of the Board of Directors of the Corporation held on November 30, 2004 is rescinded, repealed and revoked.</P>

<P>RESOLVED, that the Board of Directors of the Corporation shall not take any action that would have the effect of converting the private placement of $10,000,000 in equity that occurred in March of 2004 through Merriman Curhan Ford &amp; Co. to any form of debt obligation of the Company.</P>

<P>The undersigned shareholders own 98,106,750 shares of voting stock of the Corporation.  There is a total of 192,859,611 outstanding shares of voting stock of the Corporation.  The undersigned thereby represent 51% of the outstanding shares of voting stock of the Corporation.  The undersigned by affixing their signatures hereto, do hereby consent to, authorize and approve the foregoing actions in their capacity as the shareholders of GOLDSPRING, INC., and direct that the same be placed in the official minutes and records of the Corporation as official resolutions of the shareholders of the Corporation.</P>

<P>DATED: December 9, 2004</P>

<P>SHAREHOLDERS:</P>

<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P><U>/s/ Stephen Parent</U>________<BR>
Stephen Parent</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P><U>/s/ Judith Parent</U>_____<BR>
Judith Parent</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>AZTECH ENVIRONMENTAL<BR>
INDUSTRIES, INC.<BR>
By<U>/s/ signed</U>_______</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>JASMINE HOUSE, LLC<BR>
<BR>
By <U> /s/ signed</U>_________</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P>AEGEAN CAPITAL MANAGEMENT<BR>
<BR>
By<U> /s/ signed</U>_______</TD>
<TD WIDTH="50%" VALIGN="TOP">
<P>JUBILEE INVESTMENT TRUST<BR>
<BR>
By <U> /s/ signed</U>______</TD>
</TR>
<TR><TD WIDTH="50%" VALIGN="TOP">
<P><U> /s/ Ronald M. Haswell</U>_____<BR>
Ronald M. Haswell</TD>
<TD WIDTH="50%" VALIGN="TOP">&nbsp;</TD>
</TR>
</TABLE>

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