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    Unassociated Document

    March 16,
2010

    VIA EDGAR
AND TELEFAX

    (703)
813-6982

    Anne
Nguyen Parker

    Branch
Chief

    United
States Securities and Exchange Commission

    Washington,
D.C. 20549-4628

    Re:           Goldspring,
Inc.

    Preliminary Proxy Statement on Schedule
14A 2008

    Filed February 25, 2010

    File No. 000-32429

    Dear Ms.
Parker:

    Pursuant to your request, find below
our response to the SEC Comment Letter dated March 12, 2010. Once again, we
thank you for your assistance in review of our filings.  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.

    Preliminary Proxy Statement
Filed February 25, 2010

              1.

              We
      note that you have included a “Written Consent” and a “Consent Card” at
      the beginning of the filing, before the Notice.  Both the
      “Written Consent” and the “Consent Card” are followed by blanks to be
      filled in by shareholders.  This method of presenting both may
      cause confusion to the shareholders as to what needs to be completed by
      them and returned, and may result in their filling out duplicative
      information.  Please revise to remove the “Written Consent” and
      the “Consent Card” from the beginning of the document and provide one
      consent card at the end.

    To
eliminate any potential confusion and to ensure shareholders do not fill out
duplicative information, we have removed the “Written Consent” and “Consent
Card” from the beginning of the document and instead replaced with one Consent
Card at the end of the filing.

              2.

              We
      note the first sentence of the “Written Consent of the Shareholders of
      GoldSpring, Inc. in Lieu of a Special Meeting of
      Shareholders.”  Please ensure that you are not requesting the
      shareholders to represent that they are “holding a majority of the
      outstanding shares of Common Stock,” since the minority shareholders
      should not be required to make this
  representation.

      ______________________________________________________________________________________________

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

      www.goldspring.us

    The
Written Consent is being deleted per paragraph 1 above so this change is not
applicable.

              3.

              We
      note that you have captioned your filing as a “Notice of Shareholder
      Action to be Taken by Written Consent in March 2010 or Thereafter” and
      “Proxy Statement for Written Consent in Lieu of Special Meeting of
      Shareholders.” The “notice” caption makes it seem that the action will be
      taken without the need for any further action by the
      shareholders.  The “proxy statement” caption suggests that you
      are simultaneously proxies and consents.  Please revise for
      clarity.  For example, you may wish to describe this document as
      a “Consent Solicitation Statement.”

    To
improve the clarity of our proxy statement, we have amended our notice caption
to state “Consent Solicitation Statement.”

    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.

    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.