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    Unassociated Document

    March 5,
2010

    VIA EDGAR
AND TELEFAX

    (202)
772-9210

    Mark C.
Shannon

    Branch
Chief

    United
States Securities and Exchange Commission

    Washington,
D.C. 20549

    Mailstop
4628

              Re:

              Goldspring,
      Inc.

    Form 10-K for Fiscal Year Ended
December 31, 2008

    Filed April 15, 2009

    Form 10-Q for the Fiscal Quarter Ended
September 30, 2009

    Filed November 16, 2009

    Response Letter Dated December 14,
2009

    File No. 000-32429

    Dear Mr.
Shannon:

    Pursuant to your request, find below
our response to the SEC Comment Letter dated February 18, 2010. Once again, we
thank you for taking time out of your busy schedule yesterday to assist us in
improving our financial reporting.  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.

    Form
10-K for the Fiscal Year Ended December 31, 2008

    General

              1.

              In
      your next response to us, please provide the representations requested at
      the end of our comment letter.

    In
connection with our response to the Commission’s Comment Letter, the Company
makes the following acknowledgements and representations:

              ·

              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 proceedings
      initiated by the Commission or any person under the federal securities
      laws of the United States.

    Consolidated Balance Sheets,
page F-2

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

      www.goldspring.us

              2.

              We
      note from your response to prior comment number three you recorded an
      increase to your asset retirement obligation (“ARO”)related to your
      Comstock mine facility in 2008 0f $476,222.  We also note you
      presented this increase as a separate on your balance sheet, which you
      propose to re-label as “Long-lived Deferred Reclamation
      Expense.”  Based on your response, it appears the increase in
      your ARO should be accounted for in accordance with ASC 410-20-35-8 [FAS
      143, paragraph 15].  In this regard, increases to ARO estimates
      should be recognized as an increase to the carrying amount of the
      associated liability and a corresponding increase to the related long-term
      asset, which appears to be labeled ‘Mineral Rights” on your balance
      sheet.  Please confirm to us that you will modify your future
      presentation accordingly or advise.

    Our
future filing will be modified to comply fully with ASC 410-20-35-8 {FAS 143,
paragraph 15].

              3.

              We were unable to agree with
      the resolution you proposed in response to prior comment number
      11.  Item 307 of Regulation S-K does not contemplate “internal
      control of disclosure controls and procedures.” Please revise your
      conclusion to definitively state whether your disclosure controls and
      procedures were effective at December 31, 2008.  In this regard,
      we do not believe it is appropriate to state “internal control over
      disclosure controls and procedures as of December 31, 2008 are
      effective.”  This comment also applies to your Form 10-Q for the
      fiscal quarter ended September 30,
2009.

      We have
reviewed our language in light of your comment above and in light of Item 307 of
Regulation S-K, and we propose to resolve this comment by revising the operative
disclosure as below for the 2008 10-K and future quarterly filings. Our Amended
2008 10-K filed on March 5, 2010 includes the revised language
below.

    As of the end of the period covered by this [Annual]
[Quarterly Report] on Form [10-K] [10-Q], management performed, with the
participation of our Principal Executive Officer and Principal Accounting
Officer, an evaluation of the effectiveness of our disclosure controls and
procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in the report we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within the time periods
specified in the SEC’s forms, and that such information is accumulated and
communicated to our management including our Principal Executive Officer and our
Principal Accounting Officer, to allow timely decisions regarding required
disclosures. Our Principal Executive Officer and our Principal Accounting
Officer concluded that, as of [December 31, 2008] [September 30, 2009], our
disclosure controls and procedures were effective.

    Form 10-Q for the Fiscal
Quarter Ended September 30, 2009

    Cover
Page

              4.

              We
      note from your response to prior comment number two that “the Company was
      not required to fulfill the large reporting company requirements until
      10-Q for the first quarter of 2009.” However, we note you have not
      identified on the cover of your 2009 quarterly reports on Form 10-Q your
      new status as an accelerated filer.  Based on your new status,
      please indicate by check mark your appropriate status in your future
      filings. In addition, please confirm, if true, that your 2009 quarterly
      reports on Form 10-Q contain the standard non-scaled disclosure, or
      otherwise advice.

        2

      We
confirm that are our first quarter 2009 quarterly report on Form 10-Q contained
the standard nonscaled disclosure.  Furthermore, we checked the
appropriate box for that filing.

      However,
with the second quarter 2009 filing we returned to smaller reporting company
status, and have appropriately checked that box starting with that
filing.  Our reasoning is as set forth below.

      Please
note the following in Rule 12b-2 under the definition for “smaller reporting
company”: “An issuer in this category must reflect this determination in the
information it provides in its quarterly report on Form 10-Q for the first
fiscal quarter of the next year, indicating on the cover page of that filing,
and in subsequent filings for that fiscal year, whether or not it is a smaller
reporting company, except that, if a determination based on public float
indicates that the issuer is newly eligible to be a smaller reporting company,
the issuer may choose to reflect this determination beginning with its first
quarterly report on Form 10-Q following the determination, rather than waiting
until the first fiscal quarter of the next year.”

      This is
also stated in SEC Rel. No.  33-8876:

      “As
adopted, the rules provide that a larger reporting company that determines it is
a smaller reporting company as of the last business day of its most recently
completed second fiscal quarter is permitted to transition to the scaled
disclosure requirements in the Form 10-Q quarterly report corresponding to the
determination date’s second fiscal quarter rather than, as proposed, the
following fiscal year’s first quarterly report.”

      Thus,
while the Company was required to indicate it was not a smaller reporting
company for the first quarter of 2009 due to its public float as of June 30,
2008, it became a smaller reporting company again based upon its public float as
of June 30, 2009 and was again permitted to utilize that status with its next
Quarterly Report which was the 10-Q filed on August 14, 2009.

    Condensed Consolidated
Statement of Operations, page 5

              5.

              In
      order not to imply a greater degree of precision than exists, please
      revise your presentation of net loss per share in future filings to round
      only to the nearest cent.

    In order to ensure our presentation of
net per share does not suggest a higher level of precision than exists, all
future filings will be express net loss per share to the nearest
cent.

    Engineering
Comments

              6.

              We
      note your response to comment 16, indicating you have omitted the terms
      from your third quarter 10-Q filing.  Our comment was directed
      to your 10-K filing.  We re-issue comment 16, please modify your
      10-K filing and remove these terms.

    The terms
ore, ores, ore-grade and ore body have been omitted from our amended 2008
10K.

              7.

              You
      indicated you will modify the term gold ore to gold dore in future filings
      as you addressed comment 17.  Please provide a draft copy of the
      affected pages or paragraphs which would serve as a template for your
      future filings.

    The
product of the electric furnace has correctly been identified as dore in our
amended 2008 10K.  The specific language is as follows:

    "The
resulting zinc precipitate collected in the presses is dried and smelted on the
property using an electric furnace to produce gold and silver dore"

              8.

              We
      note your response to comment 18 in which you reply that future filings
      will comply with provisions of Industry Guide 7.  We re-issue
      comment 18, please modify your filing to replace or remove entirely your
      resource disclosure.

    All
resource disclosures have been removed from our amended 2008 10K, or restated in
terms of mineralized material inventory.

              9.

              We
      re-issue comment 19, please modify your filing and disclose, modify,
      replace and / or remove entirely your cutoff grade
    estimates.

    Our 2008 10K has been amended to
eliminate any references to cutoff grades.

        3

    Again, thank you very much for your
time and assistance during this process.  Please feel free to contact
either me or our counsel, Jolie Kahn (at joliekahnlaw@sbcglobal.net
or (212) 422-4910) with any further comments regarding the foregoing or if we
can be of any further assistance.

    Very
truly yours,

    /s/
Robert T. Faber

    Robert T.
Faber

    cc:  Jolie
Kahn, Esq.

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