SecProbe.io

CORRESP
1
filename1.htm

    Goldspring,
      Inc.

    P.O.
      Box
      1118

    Virginia
      City, NV 89440

    August
      8,
      2006

    Tangela
      S. Richter

    Branch
      Chief

    Bureau
      of
      Corporation Finance

    U.
      S.
      Securities and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Re:
      Your
      Letter of July 21, 2006 Regarding Goldspring, Inc.

    Dear
      Ms.
      Richter:

    I
      am in
      receipt of your letter of July 21st
      regarding our Preliminary Proxy Statement on Schedule 14A, filed July 17, 2006
      (“Preliminary Proxy”), Form 10-KSB for the Fiscal Year Ended December 31, 2005
      (“10-KSB”) and Form 10-QSB for the Fiscal Quarter Ended March 31, 2006, filed
      May 15, 2006, as amended (“10-QSB”). As always we appreciate the time and effort
      put in by the Commission’s Staff in reviewing these filings and fully intend to
      respond to all comments within the time period allotted. This letter is a follow
      up to the one sent on August 4, 2006, to respond to your numbered comments
      7 -
      10 (our responses are numbered to correspond to your numbered
      paragraphs).

    Please
      note that in order to facilitate your review, in addition to filing this letter
      with our amended filings, we will send this to your office via telefax, along
      with a copy of the marked changed pages of the amended filings.

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

    Controls
      and Procedures, page 26

    7.
      Clarification as to whether identified significant deficiencies constitute
      a
      material weakness(es).

    We
      do not
      believe that the deficiencies constitute material weaknesses due to (i) use
      of
      accounting personnel made available by consolidation of offices with our Plum
      Mine operation, (ii) use of outside consultants, and (iii) oversight from our
      Audit Committee. We have amended the disclosure to reflect this explanation
      and
      accordingly amended the disclosure in our 10-QSB for the quarter ended March
      31,
      2006.

    8.
      Disclosure required by Item 308 (c) of Regulation S-B.

        Ms.
          Tangela Richter

        August
          8,
          2006

        Page
          2

    Disclosure
      required has been added in Section 8-A and also in Part I, Item 3 of the 10-QSB
      for the quarter ended March 31, 2006. We will also ensure that this disclosure
      in all future filings in which it is required.

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

    9.
      Revision of language to describe evaluation of small business issuer’s
      disclosure controls and procedures as of the end of the period covered by the
      report.

    Requested
      revision has been made.

    10.
      Revision to cite updated rules governing disclosure controls and
      procedures.

    Requested
      revision has been made.

    On
      behalf
      of the Company, I acknowledge that:

    A.
      The
      Company is responsible for the adequacy and accuracy of the disclosure in the
      filing;

    B.
      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

    C.
      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.

    I
      thank
      you in advance for your assistance in ensuring that our filings provide the
      best
      quality disclosure possible to the public and encourage you to contact either
      myself at (480) 603-5151 or our counsel, Jolie Kahn, at (214) 263-5407 with
      any
      questions or comments regarding the foregoing.

    Very
      truly yours,

    /s/
      Robert T. Faber

    Robert
      T.
      Faber

    CEO