Comstock Inc. — Major Shareholding Notification 2008

Jan 10, 2008

SC 13G 1 v099353_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)

GOLDSPRING, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $ 0.000666 PER SHARE

(Title of Class of Securities)

381536101 (CUSIP Number)

January 10, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes ).

CUSIP No. 381536101 13G Page 2 of 5 Pages

| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | --- | --- | | | D. Jonathan Merriman | | 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | | | (a) ¨ | | | (b) ¨ | | 3. | SEC USE ONLY | | 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | | | United States |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	66,495,809
	6. SHARED
VOTING POWER
	276,819,886
	7. SOLE
DISPOSITIVE POWER
	66,495,809
	8. SHARED
DISPOSITIVE POWER
	276,819,886
9.	AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	343,315,695 (1)
10.	CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)	¨
11.	PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	13.7%
12.	TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

(1) Pursuant to Rule 13d-4, the Reporting Person expressly disclaims beneficial ownership of 276,819,886 shares of the Issuer, where such shares are beneficially owned by Merriman Curhan Ford & Co., of which the Reporting Person is Chief Executive Officer.

CUSIP No. 381536101 13G Page 3 of 5 Pages

SCHEDULE 13G

Item 1(a). Name of Issuer:

Goldspring, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

P.O. Box 1118, Virginia City, NV 89440

Item 2(a). Name of Person Filing:

D. Jonathan Merriman

Item 2(b). Address of Principal Business Office or, if none, Residence:

600 California Street

9 th Floor

San Francisco, CA 94108

Item 2(c). Citizenship:

D. Jonathan Merriman is a United States citizen.

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.000666 per share

Item 2(e). CUSIP Number:

381536101

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) ¨ An investment advisor in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

(a) Amount beneficially owned: 343,315,695 (1)

(b) Percent of class: 13.2%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote 66,495,809

(ii) Shared power to vote or direct the vote 276,819,886

(iii) Sole power to dispose or to direct the disposition of 66,495,809

(iv) Shared power to dispose or to direct the disposition of 276,819,886

(1) Pursuant to Rule 13d-4, the Reporting Person expressly disclaims beneficial ownership of 276,819,886 shares of the Issuer, where such shares are beneficially owned by Merriman Curhan Ford & Co., of which the Reporting Person is Chief Executive Officer.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

CUSIP No. 381536101 13G Page 4 of 5 Pages

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 10, 2008

By: D. Jonathan Merriman

Signature
/s/
D. Jonathan Merriman Name/Title:
D. Jonathan Merriman, an individual