SecProbe.io

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July 21, 2006

Via mail and facsimile
Mr. Robert Faber
CEO and President
Goldspring Inc.
PO Box 1118
Virginia City, NV 89440
F: (866) 471-3819

Re:	Goldspring, Inc.
		Preliminary Proxy Statement on Schedule 14A
      Filed July 17, 2006
	File No. 0-32429

		Form 10-KSB for the Fiscal Year Ended December 31, 2005
		Filed April 13, 2006

		Form 10-QSB for the Fiscal Quarter Ended March 31, 2006
		Filed May 15, 2006, as amended

Dear Mr. Faber:

      We have limited our review of the above filing to only the
areas upon which we have issued comments.  Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with supplemental information so we may
better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Where comments on one document or section also relate to
disclosure in another document or section, please make parallel
changes to all affected disclosure. This will eliminate the need
for
us to repeat similar comments.  For example, amend the above
mentioned Form 10-QSB to comply with any comments with respect to
the
Form 10-KSB, as well as all future periodic reports.

Preliminary Proxy Statement on Schedule 14A

Proposal 1: Increase in Authorized Capital Stock

2. Please revise this proposal to better clarify whether you have
any
current plans, proposals or arrangements to issue any of the
additional shares.  For example, it remains unclear whether you
plan
to issue any of the additional shares as part of your pending $2.2
million financing package and mine acquisition.  If so, please
include all of the information required by Schedule 14A with
respect
to the acquisition.  Refer to Note A of Schedule 14A.

Proposal 2: Approval of 2006 Stock Option and Incentive Plan

3. Pursuant to Item 10 of Schedule 14A, please provide an equity
compensation plan table.

Proposal 4: Authorize the Company to Effect a Reverse Stock Split
of
the Company`s Common Stock in the Range of Not Less Than 1:10 and
Not
More Than 1:200, as Determined in the Sole Discretion of Its Board
of
Directors
4. It appears that you are proposing approval of authority for
"blank
check" reverse stock split ratios.  Provide your analysis
supporting
any conclusion that the board of directors has adopted a
resolution
properly setting forth a proposed amendment as required by Florida
or
Nevada law.  Proposal 4, as it currently reads, allows the board
of
directors to determine at a later date whether it will effect a
reverse stock split of common stock in any ratio from one-for-ten
to
one-for-two-hundred.  Why is this procedure consistent with the
requirements of Florida or Nevada law for the adoption of
amendments
to the articles of incorporation?

5. We call your attention to Exchange Act Rule 10b-17, which you
should consult in connection with the process of implementing any
reverse stock split.

6. Please disclose, in a table or other similar format, the number
of
shares of your common stock that will be: (i) issued and
outstanding;
(ii) authorized and reserved for issuance; and (iii) authorized
but
unreserved as a result of the adoption of a stock split.

Form 10-KSB for the Fiscal Year Ended December 31, 2005

Controls and Procedures, page 26

7. We note that you identified conditions as of December 31, 2005
that you believe are significant deficiencies in internal
controls.
Please advise us of whether the significant deficiencies
identified
constitute a material weakness(es).  We note your disclosure in
the
Form 10-QSB for the fiscal quarter ended March 31, 2006 that the
conditions identified "might be considered material weaknesses."
We
may have further comment.

8. It does not appear that you have provided the disclosure
required
by Item 308(c) of Regulation S-B.  Please disclose whether there
were
any changes to your internal control over financial reporting that
occurred during your fourth fiscal quarter for the fiscal year
ended
December 31, 2005 that materially affected, or are reasonably
likely
to materially affect, your internal control over financial
reporting.
Please ensure to include this disclosure in all future filings in
which it is required.  We note this disclosure is also missing
from
the Form 10-QSB for the fiscal quarter ended March 31, 2006.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2006

9. Item 307 of Regulation S-B requires the effectiveness of the
small
business issuer`s disclosure controls and procedures to be
evaluated
as of the end of the period covered by the report, rather than as
of
a date "within 90 days of the filing" of the periodic report.
See
the first paragraph under section II.F.3 in Securities Act Release
No. 33-8238.  Please revise this language.  We note that the Form
10-
KSB cited above contains the correct evaluation date.

10. Please revise to cite to the updated rules that govern
disclosure
controls and procedures.  See Rules 13a-15(e) and 15d-15(e) for
additional guidance.  Also ensure that you cite the new rules in
all
future filings.  We note that the Form 10-KSB cited above cites
the
correct rules.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please contact Jason Wynn at (202) 551-3756 or, in his
absence,
me at (202) 551-3685 with any questions.  Direct all
correspondence
to the following ZIP code:  20549-7010.

									Sincerely,

									Tangela S. Richter
									Branch Chief

      cc:  J. Wynn

Mr. Robert Faber
Goldspring, Inc.
July 21, 2006
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF CORPORATION FINANCE
     MAIL STOP 7010

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