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CORRESP
1
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      Unassociated Document

    November
      21, 2008

    VIA
      EDGAR
      AND TELEFAX

    (202)
      772-9210

    Jill
      S.
      Davis

    Branch
      Chief

    United
      States Securities and Exchange Commission

    Washington,
      D.C. 20549

    Mailstop
      7010

            Re:

              Goldspring,
                Inc.

    Form
      10-KSB for Fiscal Year Ended December 31, 2007

    Filed
      April 11, 2008

    Form
      10-Q
      for Fiscal Quarter Ended June 30, 2008

    Filed
      August 8, 2008

    File
      No.
      000-32429

    Dear
      Ms.
      Davis:

    We
      are in
      receipt of your letter to us, dated September 30, 2008, regarding the Form
      10-KSB we filed on April 11, 2008 (the “10-KSB”) and the Form 10-Q we filed on
      August 8, 2008. We thank you for taking the time to review the filing and
      providing your comments. Your input is invaluable to us in our efforts to fully
      comply with SEC regulations and also to improve the quality of our disclosure
      documents.

    In
      order
      to fully respond to your letter, we have repeated your comments (bolded) below
      followed by our responses.

    Form
      10-KSB for the Fiscal Year Ended December 31, 2007

    Management’s
      Discussion and Analysis, page 17

    1.    Please
      tell us and expand your disclosure to explain why the line item titled
“Reclamation, exploration and test mining expenses” reflected a negative balance
      of $197,356 for the quarter ended December 31, 2007, as required by Item 307
      of
      Regulation S-B, or otherwise advise. Please expand your disclosure to include
      the required disclosure under Item 307 of Regulation S-B.

    On
      April
      11, 2006, in the First Judicial District Court, Storey County, Nevada, wherein
      N.A. Degerstrom, Inc. (“Degerstrom”) sued the Company on various counts,
      including breach of contract, quantum
      merit,
      foreclosure of mechanic's lien, and assertion that the Degerstrom lien has
      priority over all other liens on the Plum Mine property. The plaintiff claimed
      damages in excess of $806,000 plus interest. The litigation was settled in
      early
      December 2007. Under the settlement agreement, GoldSpring paid Degerstrom
      $250,000 and both parties agree to dismiss their claims against the other.
      The
      agreement was subject to GoldSpring remitting $100,000 by December 11, 2007
      and
      the balance of $150,000 by January 31, 2008. The Company made the final payment
      on January 31, 2008. In December 2007, obligations to N.A. Degerstrom were
      adjusted to reflect the settlement amount resulting in a reduction in accrued
      contract mining liabilities of approximately $500,000.

          GoldSpring,
            Inc P.O. Box 1118 ~ Virginia City, NV 89440 ~ T: 775.847.5272 F:
            775.847.4762

          www.goldspring.us

    We
      have
      expanded our disclosure to comply with Item 307 of Regulation S-B.

    Controls
      and Procedures, page 26

    2.
      Please confirm, if true, that you inadvertently excluded your management’s
      conclusion as to the effectiveness of your disclosure controls and procedures
      as
      of December 31, 2007, as required by Item 307 of Regulation S-B, or otherwise
      advise. Please expand your disclosure to include the required disclosure under
      Item 307 of Regulation S-B.

    I
      confirm
      that the exclusion was inadvertent. The disclosure is accordingly expanded
      in
      the Amendment No. 1 to Form 10-KSB being filed in connection
      herewith.

    Management’s
      Annual Report on Internal Control over Financial Reporting, page
      26

    3.
      Please include a statement identifying the framework used by management to
      evaluate the effectiveness of your internal control over financial reporting
      as
      required by Item 308(a)(2) of Regulation S-B.

    The
      framework used was the
      criteria set forth by the Committee of Sponsoring Organizations of the Treadway
      Commission (COSO) in Internal
      Control - Integrated Framework and
      Internal
      Control over Financial Reporting-Guidance for Smaller Public Companies.
This
      has
      been so disclosed in the Amendment No. 1 to Form 10-KSB being filed in
      connection herewith.

    4.
      Please tell us what you mean by the following statement, “Except as stated
      below, Management’s assessment of the effectiveness of the small business
      issuer’s internal control over financial reporting is as of the year ended
      December 31, 2007.” In this regard and in accordance with Item 308(a)(3) of
      Regulation S-B, management is required to include a statement as to whether
      or
      not internal control over financial reporting is effective as of the end of
      the
      most recent fiscal year. Please confirm, if true, that your assessment under
      Item 308(a)(3) of Regulation S-B was made as of December 31, 2007 or otherwise
      advise. In addition, please modify your disclosure to comply with the referenced
      guidance, as appropriate.

    The
      “except as stated below” reference is inadvertent. I confirm that our assessment
      under Item 308(a)(3) of Regulation S-B was made as of December 31,
      2007.

    5.    We
      note your disclosure regarding the remedial measures you initiated and planned
      to undertake to address the significant deficiencies in your internal control
      over financial reporting. Please expand your disclosure here and in your
      quarterly report for the quarter ended June 30, 2008 to address whether there
      is
      an established timeline for implementing such remedial measures. In addition,
      please expand your disclosure in your annual report and quarterly report to
      provide quantitative information regarding the cost of the remedial actions
      you
      have identified.

    During
      the quarter ended September 30, 2008, we authorized the establishment of an
      audit committee which we expect to occur on or about January 1, 2009. The
      proposed committee will be composed of three board members, two of which can
      be
      considered independent board members and a “financial
      expert”.
The audit
      committee intends to develop an audit committee charter, within the next six
      months.  To further enhance the effectiveness of our financial reporting,
      we have engaged the services of ProLianze Group, LLC to assist management in
      the
      preparation and review of its quarterly and annual public filings.
ProLianze Group provides consulting services to supplement the accounting and
      financial capabilities of smaller public companies.  We estimate the annual
      cost of these remedial actions which include compensation, fees, additional
      insurance, board meetings, travel and record keeping costs to be approximately
      $60,000.

    Executive
      Compensation, page 28

    Stock
      Options, page 28

    6.
      Please update the disclosure under this heading to indicate whether you issued
      any stock options during fiscal year 2007.

    The
      disclosure was updated to read: We
      granted stock options to an officer in 2007. There were shares of common stock
      underlying unexercised stock options at December 31, 2007. This information
      is
      summarized herein below.

    .

    7.
      Based upon your disclosure on page 30, we note that Mr. Faber has outstanding
      vested stock options. However, we are unable to locate any of the required
      disclosures under paragraphs 64 and A240 and 241 of FAS 123R. Please expand
      your
      footnotes to the financial statements accordingly or otherwise advise how you
      have complied with the disclosure requirements under FAS
      123R.

    Although
      Mr. Faber’s Employment Agreement calls for a stock option grant of 80,000,000,
      it does not specify the date the Company would make the grant. The Company
      granted Mr. Faber the 80,000,000 share options in January 2008 and thus the
      footnotes are accurate. Furthermore, we deemed the grant not to be material
      and
      thus did not include it as a subsequent event.

    Consolidated
      Balance Sheet, pages F-3 and F-4

            8.

              Please
                tell us and include disclosure within your footnotes and your management’s
                discussion and analysis to explain the nature of the line items “Other -
                embedded derivative” totaling $906,989 and “Derivative liability” totaling
                $776,385 as of December 31, 2007 and the accounting guidance your
                are
                relying on in support of your
                presentation.

    We
      will
      add the following comments to our MD&A discussion:

    “Other
      -
      embedded derivatives” totaling $906,989 at December 31, 2007 represents the net
      debt discount resulting from the original determination of the fair value of
      the
      conversion feature (embedded derivative) included in the debt, net of periodic
      amortizations of interest expense.

    “Derivative
      liability” totaling $776,385 at December 31, 2007 represents the fair value of
      warrants and the conversion features (embedded derivatives).

    Consolidated
      Statements of Operations, page F-5

            9.

              Please
                explain to us why you have not reflected the change in the fair value
                of
                your derivatives in your determination of net loss for the year ended
                December 31, 2007.

    We
      are
      aware that derivatives, by their nature, are estimates of the Company’s
      potential liability for the issuance of common shares in the future. During
      the
      end of 2007, we were engaged in financing negotiations that would essentially
      establish a fixed conversation price for the convertible notes. The results
      of
      the financing negotiations occurred in the first quarter of 2008 and were
      recorded in the second quarter of 2008. In negotiating additional financing,
      a
      favorable conversion rate was established. That favorable rate with a new lender
      triggered “favored nations” clauses in all our convertible debentures, which
      ultimately resulted in the elimination of all legacy amounts reflected as “Other
      - embedded derivatives” and “Derivative liability” as of June 30, 2008.

    We
      evaluated the fair value of the “Derivative liability” at December 31, 2007 and
      concluded, based in part on our estimates of their changes in fair value and
      in
      part on our knowledge that the completion of the financing negotiations in
      progress regarding conversion pricing would most likely change the nature and
      the character of the amounts recorded. We further concluded that to record
      any
      changes in fair value in 2007 would not be meaningful when considering the
      upcoming changes and when compared to our $17.2 million stockholders’ deficit at
      December 31, 2007 and our $4.1 million net loss for the year then ended.

    Note
      3 - Summary of Significant Accounting Policies, page
      F-8

    Revenue
      recognition, page F-9

    10.
      It
      appears from your disclosure that you have sales contracts that include
      provisional pricing mechanisms. Please confirm, if true, that these contracts
      are accounted for as embedded derivative instruments under FAS 133 or otherwise
      advise. If applicable, please expand your disclosure to provide further detail
      as to the nature of the pricing arrangements and your accounting for the
      arrangements as embedded derivatives. Refer to Topic VII of the September 25,
      2002 AICPA SEC Regulations Committee meeting highlights, at the following
      website address:

    Our
      sales
      contract with the refiner, Johnson-Matthey, does not include pricing mechanisms.
      All sales are based on the quantity of metals delivered and the value of the
      metals at the time of sale.

    Reclamation
      Liabilities and Asset Retirement Obligations, page
      F-11

    11.
      We note your statement that “Since we do not yet have proven or probable
      reserves as defined by Industry Guide 7, and in accordance with SFAS No. 143
      our
      asset retirement obligation was expensed directly as a reclamation expense.”
Please confirm, if true, that the fair value of the liability of your asset
      retirement obligations, determined in accordance with 8 of FAS 143, are reported
      in your balance sheet as of December 31, 2007, or otherwise advise, In this
      regard, we note your statement on page F-15 that you have recorded a liability
      to reflect your obligation to reclaim the Plum Mine facility and that “Costs of
      future expenditures for environmental remediation are not discounted to their
      present value unless subject to a contractually obligated fixed payment
      schedule;” and that such “costs are based on management’s current estimate of
      amounts expected to be incurred when the remediation work in performed within
      current laws and regulations.”

    It
      is
      true, that the fair value of the liability of our asset retirement obligations,
      determined in accordance FAS 143, are reported on our balance sheet as of
      December 31, 2007.

    Earnings
      per Common Share, page F-11

    12.
      We note your disclosure that “For the years ended December 31, 2007 and 2006, we
      had net losses for which the affect of common stock equivalents would be
      anti-dilutive. Accordingly on basis and dilutive loss per share is presented.”
Please expand your disclosure to include the number of shares that were
      considered anti-dilutive for purposes of calculating diluted EPS, in accordance
      with paragraph 40(c) of FAS 128.

    Our
      disclosure has been updated to include a summary of all securities that could
      potentially dilute basic EPS in the future that were not included in the
      computation of diluted EPS because to do so would have been anti-dilutive for
      the periods presented.

    Note
      8 - Convertible Debentures and Notes Payable, page
      F-16

    General

    13.
      It appears from your disclosure of the terms of the various outstanding
      convertible debentures and notes payable that certain of these instruments
      may
      contain embedded conversion features requiring bifurcation from the host
      contract. Please tell us and disclose how you have considered and applied the
      accounting guidance of FAS 133 and EITF 00-19, as applicable, for each of your
      outstanding convertible debentures and notes payable with embedded conversion
      features. As part of your response, please provide a detailed summary schedule,
      by outstanding instrument, to aid our understanding of your accounting and
      disclosure for the periods ended as of December 31, 2007 and June 30, 2008.
      For
      further guidance on this topic, please refer to Item II.B. of the Current
      Accounting and Disclosure Issues in the division of Corporation Financing
      concerning the classification and measurement of warrants and embedded
      conversion features, located on our website at the following address:
http://www.sec.gov/divisions/corpfin/dfacctdisclosureissues.pdf

    We
      are
      providing the following information in response to your request.

                Goldspring
                  , Inc.

                Schedule
                  of Convertible Debentures

                December