SecProbe.io

CORRESP
 1
 filename1.htm

 lode20250624_corresp.htm

 COMSTOCK INC.

 June 25, 2025

 VIA EDGAR

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn: Margaret Sawicki

 Re: Comstock Inc.
Registration Statement on Form S-3
Originally Filed: June 18, 2025
File Number: 333-288149

 Dear Ms. Sawicki:

 On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, June 30, 2025, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

 •

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 For purposes of Rules 460 and 461, there is no underwriter.

 Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

 Best regards,

 Comstock Inc.

 By:

 /s/ Corrado De Gasperis

 Name:

 Corrado De Gasperis, Executive Chairman & CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

Corrado De Gasperis
Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440

 Re: Comstock Inc.
 Registration Statement on Form S-3
 Filed June 18, 2025
 File No. 333-288149
Dear Corrado De Gasperis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Clyde Tinnen, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 lode20250402_corresp.htm

 COMSTOCK INC.

 April 2, 2025

 VIA EDGAR

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn: Nicholas O’Leary

 Re:

 Comstock Inc.
 Registration Statement on Form S-3
 Originally Filed: March 25, 2025
 File Number: 333-286091

 Dear Mr. O’Leary:

 On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, April 7, 2025, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

 •

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 For purposes of Rules 460 and 461, there is no underwriter.

 Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

 Best regards,

 Comstock Inc.

 By: /s/ Corrado De Gasperis

 Name: Corrado De Gasperis, Executive Chairman & CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 2, 2025

Corrado De Gasperis
Executive Chairman and Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440

 Re: Comstock Inc.
 Registration Statement on Form S-3
 Filed March 25, 2025
 File No. 333-286091
Dear Corrado De Gasperis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Clyde Tinnen, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 lode20250325_corresp.htm

 COMSTOCK INC.

 March 26, 2025

 VIA EDGAR

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn: Nicholas O’Leary

 Re:

 Comstock Inc.
 Registration Statement on Form S-3
 Originally Filed: March 18, 2025
 File Number: 333-285878

 Dear Mr. O’Leary:

 On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Friday, March 28, 2025, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

 •

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 For purposes of Rules 460 and 461, there is no underwriter.

 Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

 Best regards,

 Comstock Inc.

 By: /s/ Corrado De Gasperis

 Name: Corrado De Gasperis, Executive Chairman & CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 25, 2025

Corrado De Gasperis
Executive Chairman and Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440

 Re: Comstock Inc.
 Registration Statement on Form S-3
 Filed March 18, 2025
 File No. 333-285878
Dear Corrado De Gasperis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Clyde W. Tinnen, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 lode20250319_corresp.htm

 COMSTOCK INC.

 March 20, 2025

 VIA EDGAR

 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

 Attn: Nicholas O’Leary

 Re:

 Comstock Inc.
 Registration Statement on Form S-3
 Originally Filed: March 12, 2025
 File Number: 333-285744

 Dear Mr. O’Leary:

 On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, March 24, 2025, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

 •

 Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 •

 The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 For purposes of Rules 460 and 461, there is no underwriter.

 Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

 Best regards,

 Comstock Inc.

 By:

 /s/ Corrado De Gasperis

 Name:

 Corrado De Gasperis, Executive Chairman & CEO

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 19, 2025

Corrado De Gasperis
Executive Chairman and Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440

 Re: Comstock Inc.
 Registration Statement on Form S-3
 Filed March 12, 2025
 File No. 333-285744
Dear Corrado De Gasperis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Clyde Tinnen, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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	lode20241030_corresp.htm

COMSTOCK INC.

October 31, 2024

			VIA EDGAR

			Securities and Exchange Commission

			100 F Street, N.E.

			Washington, D.C. 20549

			Attn: Ben Richie

			Re:

			Comstock Inc.

			Registration Statement on Form S-3

			Originally Filed: October 24, 2024

			File Number: 333-282814

Dear Mr. Richie:

On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, November 4, 2024, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In connection with the foregoing, the Company hereby acknowledges that:

			•

			Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

			•

			The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

			•

			The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For purposes of Rules 460 and 461, there is no underwriter.

Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

			Very truly yours,

			Comstock Inc.

			By:     /s/ Corrado DeGasperis

			Name: Corrado DeGasperis, Executive Chairman & CEO

October 30, 2024
Corrado De Gasperis
Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Inc.
Registration Statement on Form S-3
Filed October 24, 2024
File No. 333-282814
Dear Corrado De Gasperis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Benjamin Richie at 202-551-7857 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Clyde W. Tinnen, Esq.

CORRESP
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COMSTOCK INC.

July 13, 2023

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jessica Ansart

Re: Comstock Inc.

 Registration Statement on Form S-3

 Originally Filed:  June 28, 2023

 Amendment No. 1 Filed:  July 11, 2023

 File Number 333-272986

Dear Ms. Ansart:

On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, July 17, 2023, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.  In connection with the foregoing, the Company hereby acknowledges that:

•Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For purposes of Rules 460 and 461, there is no underwriter.

Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

Very truly yours,

Comstock Inc.

By: /s/ Corrado DeGasperis

Name: Corrado DeGasperis, Executive Chairman & CEO

United States securities and exchange commission logo
July 5, 2023
Corrado De Gasperis
Executive Chairman & Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Inc.
Registration Statement on Form S-3
Filed June 28, 2023
File No. 333-272986
Dear Corrado De Gasperis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Clyde Tinnen

CORRESP
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COMSTOCK INC.

July 26, 2022

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Attn: Arthur Tornebene-Zalas and Loan Lauren Nguyen

Re:    Comstock Inc.
Registration Statement on Form S-1
Originally Filed:  July 8, 2022
Amendment No. 1 Filed:  July 25, 2022
File Number 333-266069

Dear Mr. Tornabene-Zalas and Ms. Nguyen:

On behalf of Comstock Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, I respectfully request acceleration of effectiveness of the above-referenced registration statement for Thursday, July 28, 2022, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.  In connection with the foregoing, the Company hereby acknowledges that:

•Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For purposes of Rules 460 and 461, there is no underwriter.

Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

Very truly yours,

Comstock Inc.

By:  _/s/ Corrado DeGasperis

Name: Corrado DeGasperis, Executive Chairman & CEO

4866-1330-6923.1

United States securities and exchange commission logo
July 22, 2022
Corrado DeGasperis
Chief Executive Officer
Comstock Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Inc.
Registration Statement on Form S-1
Filed July 8, 2022
File No. 333-266069
Dear Mr. DeGasperis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Loan Lauren Nguyen, Legal
Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Clyde Tinnen, Esq.

CORRESP
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COMSTOCK MINING INC.

April 7, 2022

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Attn: Cheryl Brown

Re:    Comstock Mining Inc.
Registration Statement on Form S-3
Originally Filed:  March 28, 2022
Amendment No. 1 Filed:  April 6, 2022
File Number 333-263930

Dear Ms. Brown:

On behalf of Comstock Mining Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, April 11, 2022, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.  In connection with the foregoing, the Company hereby acknowledges that:

•Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For purposes of Rules 460 and 461, there is no underwriter.

Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

Very truly yours,

Comstock Mining Inc.

By:  _/s/ Corrado DeGasperis

Name: Corrado DeGasperis, Executive Chairman & CEO

4864-4939-3946.1

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COMSTOCK MINING INC.

April 7, 2022

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Attn: Cheryl Brown

Re:    Comstock Mining Inc.
Registration Statement on Form S-3
Originally Filed:  March 28, 2022
Amendment No. 1 Filed:  April 6, 2022
File Number 333-263930

Withdrawal of Acceleration Request

Dear Ms. Brown:

Comstock Mining  Inc. (the “Registrant”) hereby respectively requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to withdraw the acceleration request previously provided for the above-captioned Registration Statement (the “Registration Statement”) set forth in a letter dated April 6, 2022.

Please contact our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026, with any questions you may have concerning this request.

Very truly yours,

Comstock Mining Inc.

By:  _/s/ Corrado DeGasperis

Name: Corrado DeGasperis, Executive Chairman & CEO

4854-6920-1691.1

CORRESP
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COMSTOCK MINING INC.

April 6, 2022

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Attn: Cheryl Brown

Re:    Comstock Mining Inc.
Registration Statement on Form S-3
Originally Filed:  March 28, 2022
Amendment No. 1 Filed:  April 6, 2022
File Number 333-263930

Dear Ms. Brown:

On behalf of Comstock Mining Inc., a Nevada corporation (the “Company”), and pursuant to Rule 461 under the Securities Act of 1933, as amended, we respectfully request acceleration of effectiveness of the above-referenced registration statement for Monday, April 6, 2022, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.  In connection with the foregoing, the Company hereby acknowledges that:

•Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

For purposes of Rules 460 and 461, there is no underwriter.

Please confirm the date and time of effectiveness of the registration statement to our counsel, Clyde Tinnen at Foley & Lardner LLP, at (414) 297-5026.

Very truly yours,

Comstock Mining Inc.

By:  _/s/ Corrado DeGasperis

Name: Corrado DeGasperis, Executive Chairman & CEO

4864-4939-3946.1

United States securities and exchange commission logo
April 4, 2022
Corrado De Gasperis
Chief Executive Officer
Comstock Mining Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Mining Inc.
Registration Statement on Form S-3
Filed March 29, 2022
File No. 333-263930
Dear Mr. De Gasperis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Loan Lauren Nguyen,
Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Clyde Tinnen, Esq.

United States securities and exchange commission logo
March 24, 2022
Corrado De Gasperis
Chief Executive Officer
Comstock Mining, Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Mining, Inc.
Form 10-K for the year ended December 31, 2020
Filed March 10, 2021
File No. 001-35200
Dear Mr. De Gasperis:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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(775) 848-5310

degasperis@comstockmining.com

March 22, 2022

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-9303

Attention:    Mr. Craig Arakawa

        Mr. Brian McAllister

Re:    Comstock Mining, Inc.

Form 10-K for the year ended December 31, 2020

Filed March 10, 2021

Form 10-Q for the quarterly period ended September 30, 2021

Filed November 9, 2021

Response dated March 14, 2022

File No. 001-35200

Gentlemen:

This letter is in response to your comment letter dated March 18, 2022. Your remaining comment is reproduced below in bold italics, followed by the response of Comstock Mining Inc. (the “Company,” “we,” “our,” or “us”).

5. Assets Held for Sale, page 23

1.    We note your response to prior comment 2 and acknowledge that COVID-19 pandemic related delays may be a circumstance beyond your control. However, in addition to that circumstance you are still required to meet the criteria in ASC 360-10-45-9 to classify the asset group as held-for-sale. Provide a response that specifically supports the determination that you continue to meet the held-for-sale criteria at September 30, 2021.

Please address the following:

In addition to extending the closing date of the sale during the one-year period that followed September 26, 2019, specifically identify actions initiated by you to respond to the changes in circumstances and allow you to continue to conclude that the sale was probable. In chronologic order explain how the terms and conditions of the sale evolved through amendments dated November 30, 2019, December 26, 2019, March 31, 2020, June 30, 2020, October 1, 2020, and December 30, 2020. Tell us if there were additional amendments during 2021 to support the asset group’s continued held for sale classification.

Your response states that you expect to sell the properties by June 30, 2022 in accordance with the current agreements. Tell us the precise events that transpired and lead you to believe a sale

on that date is probable to occur when you assessed the asset group’s presentation as of September 30, 2021. For example, tell us how you confirmed and verified that the buyer has secured financing to complete the sale as of that date.

Response:

We will reclassify the Silver Springs properties effective as of December 31, 2021, from assets held for sale to property, plant and equipment.  The reclassification has minimal impact on our financial statements because the assets are non-depreciable lands and there is no impact at all on total assets, net loss, of cash flows from operating, investing or financing activities.

As of September 30, 2021, we met the six criteria under ASC 360-10-45-9, and believe the sale of the properties was probable, meaning that it is probable to occur based on the executed agreements with Sierra Springs Enterprises (“SSE”), the high non-refundable deposits and the resumption, in October 2021, of SSE’s capital raising efforts.

Since we entered into the agreements with SSE and classified the assets as held for sale, a global pandemic occurred only months after the agreements were signed, which shut down the entire world, contributing to significant delays in the buyer’s ability to move forward with their planned operations, including the purchase of the properties.  To respond to the change in circumstances, we amended the agreements eight times to provide the buyer with the time necessary to obtain funding.  The terms and conditions of the sale remained the same, except for extending the closing date, in each amendment.

The latest amendments to the agreements extended the closing date to no later than June 30, 2022, and we believed it was likely the sale would be completed by that date, which was within the one-year timeframe specified in ASC 360-10-45-9(d).

We assessed the facts and circumstances at each period end over the two-year timeframe and continued to believe we met the six criteria with each assessment.  We continued to be committed to a plan to sell, the assets were available for immediate sale, we had located a buyer and had taken the actions required to sell, the price was reasonable and below market, there was no indication the plan to sell would be withdrawn, and the only changes that occurred were related to extending the closing dates.

The sole criteria that required judgment was related to the probability of sale within one year, and we believed we met the exception in ASC 360-10-45-11(c) where events or circumstances beyond our control extended the period required to complete the sale beyond one year. Clearly, the circumstances leading to delays remain out of our control and given the buyer’s inability to obtain sufficient financing to close timely, as well as macroeconomic factors affecting the buyer, including rising inflation and the expected

2

rise in interest rates, we concluded that a sale within one year is no longer probable and we will reclassify the properties from assets held for sale to property, plant and equipment as of December 31, 2021.

We will continue to monitor SSE’s capital raising activities and reclassify to assets held for sale when their ability to raise the necessary capital for our closing becomes probable.

We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding.

Please contact me if you need any additional information.

Sincerely,

/s/ Corrado DeGasperis

Corrado DeGasperis

Executive Chairman and Chief Executive Officer

3

United States securities and exchange commission logo
March 18, 2022
Corrado De Gasperis
Chief Executive Officer
Comstock Mining, Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Mining, Inc.
Form 10-K for the year ended December 31, 2020
Filed March 10, 2021
Form 10-Q for the quarterly period ended September 30, 2021
Filed November 9, 2021
Response dated March 14, 2022
File No. 001-35200
Dear Mr. De Gasperis:
            We have reviewed your March 14, 2022 response to our comment letter and have the
following comment.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 2, 2022 letter.
Form 10-Q for the quarterly period ended September 30, 2021
5. Assets Held for Sale, page 23
1.We note your response to prior comment 2 and acknowledge that COVID-19 pandemic
related delays may be a circumstance beyond your control.  However, in addition to that
circumstance you are still required to meet the criteria in ASC 360-10-45-9 to classify the
asset group as held-for-sale.  Provide a response that specifically supports the
determination that you continue to meet the held-for-sale criteria at September 30, 2021.
Please address the following:

 FirstName LastNameCorrado De Gasperis
 Comapany NameComstock Mining, Inc.
 March 18, 2022 Page 2
 FirstName LastName
Corrado De Gasperis
Comstock Mining, Inc.
March 18, 2022
Page 2
•In addition to extending the closing date of the sale during the one-year period that
followed September 26, 2019, specifically identify actions initiated by you to respond
to the changes in circumstances and allow you to continue to conclude that the sale
was probable.  In chronologic order explain how the terms and conditions of the sale
evolved through amendments dated November 30, 2019, December 26, 2019, March
31, 2020, June 30, 2020, October 1, 2020, and December 30, 2020.  Tell us if there
were additional amendments during 2021 to support the asset group’s continued held-
for sale classification.

•Your response states that you expect to sell the properties by June 30, 2022 in
accordance with the current agreements.  Tell us the precise events that transpired
and lead you to believe a sale on that date is probable to occur when you assessed the
asset group’s presentation as of September 30, 2021.  For example, tell us how you
confirmed and verified that the buyer has secured financing to complete the sale as of
that date.
            You may contact Brian McAllister at (202) 551-3341 or Craig Arakawa at (202) 551-
3650 if you have questions regarding comments on the financial statements and related matters.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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March 14, 2022

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-9303

Attention:    Mr. Craig Arakawa

        Mr. Brian McAllister

Re:    Comstock Mining, Inc.

Form 10-K for the year ended December 31, 2020

Filed March 10, 2021

Form 10-Q for the quarterly period ended September 30, 2021

Filed November 9, 2021

File No. 001-35200

Gentlemen:

This letter is in response to your comment letter dated March 2, 2022. Your comments are reproduced below in bold italics, followed in each case by the response of Comstock Mining Inc. (the “Company,” “we,” “our,” or “us”).

Item 1. Financial Statements

Acquisition and Investments, page 16

1.Please refer to comment 4 in our letter dated December 23, 2021. Based on the information provided at Exhibit A of your letter dated February 2, 2022, it appears that summarized financial information for your equity method investments in the aggregate was required in your financial statements for the quarter ending September 30, 2021. Rule 8-03(b)(3) of Regulation S-X requires summarized information if the significance of any individual or any combination of investees exceeds the 20% thresholds using any of the three tests in Rule 1-02(w) of Regulation S-X. Additionally, ASC 323-10-50-3c states that summarized information may be necessary if equity method investments are material in relation to the financial position and results of operations of an investor. Please revise your disclosures accordingly. Please also disclose which investments are accounted for using a lag basis.

Response:

Rule 8-03 provides the rules on Interim financial statements for smaller reporting companies. Rule 8-03(b)(3) provides in relevant part, “(3) Significant equity investees. Sales, gross profit, net income (loss) from continuing operations, net income, and net income attributable to the investee must be disclosed for equity investees that constitute 20 percent or more of a registrant's consolidated assets, equity or income from continuing operations attributable to the registrant.”

Notably, Rule 8-03(b)(3) provides no explicit direction as to whether significance investees must be individually assessed or aggregated.  In addition, it is worth mentioning that the Company’s investees referenced in our initial response were acquired over multiple periods in multiple fiscal years, as noted in our initial response.

Rule 3-05 of Regulation S-X explicitly provides that acquired businesses should not be aggregated unless such businesses are related businesses, as explained in Rule 3-05.

The corollary for Rule 8-03(b)(3) for large accelerated filers is Rule 10-01(b).  Rule 10-01(b)(1) provides “(1) Summarized statement of comprehensive income information shall be given separately as to each subsidiary not consolidated or 50 percent or less owned persons or as to each group of such subsidiaries or fifty percent or less owned persons for which separate individual or group statements would otherwise be required for annual periods. Such summarized information, however, need not be furnished for any such unconsolidated subsidiary or person which would not be required pursuant to § 240.13a-13 or § 240.15d-13 of this chapter to file quarterly financial information with the Commission if it were a registrant.”

Notably, the higher burdened disclosure obligations of Rule 10-01(b)(1) explicitly reference the separate disclosure of such summarized financial data for subsidiaries and exempts disclosure altogether if such subsidiaries would not independently be required to file quarterly financial information. Given that the Company is a smaller reporting company, the burden of disclosure is presumably less than the large accelerated filer standard.

To determine whether the 20% threshold applies on an individual or aggregate basis, we also referred to reputable third party guidance.  The below table in EY’s Financial reporting developments, A comprehensive guide, Equity method investments and joint ventures May 2021.

For domestic registrants, additional considerations with respect to presentation and disclosure requirements for equity method investments are summarized below.

Financial statement period

Financial statement type

SEC rule

Type of test

 Applied individually or in the aggregate

Threshold for   significance

EY FRD

section reference

Acquisitions Financial statements S-X Rule 3-05 •Asset

•Investment

•Income

 •Individually

 20% Section 8.5.1

Pro forma financial information

 S-X Article 11 •Asset

•Investment

•Income

 •Individually

 20% Section 8.5.1

Annual Financial statements S-X Rule 3-09 •Investment

•Income

 •Individually

 20% Section 8.5.2

Annual Summarized financial statement information

 S-X Rule 4-08(g) •Asset

•Investment

•Income

 •Individually

•Aggregate

 10% Section 8.5.3

Interim Summarized income statement information

 S-X Rule 10-01(b)(1)

 •Investment

•Income

 •Individually

 20% Section 8.5.3.1

The SEC rules listed in the table above and in more detail in the sections below do not

We also referred to section 9.3.9.2 of EY’s 2021 SEC Annual Reports – Form 10-K guide to understand the requirements for smaller reporting companies (SRCs).

SRCs are not required to provide separate financial statements of significant equity method investees. However, under Rule 8-03(b)(3), they are required to provide summarized financial data, including sales, gross profit, net income from continuing operations and net income for significant equity investees that individually [emphasis added] represent 20% or more of their consolidated assets, equity or income from continuing operations attributable to the registrant in both annual and interim financial statements. While this requirement is similar to the interim reporting requirement for larger companies, the threshold for SRCs is higher (20%) than the threshold for summarized information in annual financial statements for larger companies (10%), and SRCs aren’t required to provide any balance sheet data.

In both the table and the additional interpretation of the guidance for SRCs, the interim requirement indicates the 20% threshold should be applied on an individual basis.  None of our equity method investments individually exceeded 20% of our consolidated assets, equity or income from continuing operations as of September 30, 2021.  In the absence of specific guidance in ASC 323-10-50-3c on the definition of material, we relied on the above referenced interpretive guidance to arrive at our conclusion.

The Company will disclose summarized financial information, including current assets, noncurrent assets, current liabilities, noncurrent liabilities, sales, gross profit, net income (loss) from continuing operations, net income, and net income attributable to the investee for each of the equity investees in our annual report on Form 10-K.

Summary financial information will be included in our annual report on Form 10-K for affiliated companies (20% to 50%-owned) accounted for by the equity method.

All of our equity method investments are accounted for on a one-quarter lag, and we will disclose this in our annual report.

5. Assets Held for Sale, page 23

2.We note your response to prior comment 5 does not adequately explain how the Silver Spring properties continue to qualify for the exception to the one-year requirement after more than two years have passed since the asset group was classified as held for sale. Please provide a detail analysis of ASC 360-10-45-11(c) that clearly describes the events or circumstances that arose during the two year period that contributed to the delay in sale and the specific actions you have taken to respond to these events or circumstances to allow you to conclude that the properties continue to be available for immediate sale in its present condition and that the sale continues to be probable. Please further describe any price reductions or renegotiations with Sierra Springs and the reasons why you believe the price continues to be reasonable in relation to the fair value of the Silver Spring properties.

Response:

We have executed valid and binding purchase and sale agreements with Sierra Springs Enterprises, Inc. for the sale of the Silver Springs properties for $10.1 million, which provide for the closing to occur on before June 30, 2022.  Pursuant to such agreements the Company has received more than $400,000 in non-refundable deposits.  This purchase price is significantly more than the $6.3 million value recorded on our balance sheet as of September 30, 2021, and significantly less than recent sold and offered comparable properties.  We expect to sell the properties by June 30, 2022, in accordance with the current agreements. The agreed upon date for the closing of the sale has been extended by amendments to the purchase and sale agreements multiple times, as a result of COVID-19 related delays, which were circumstances well beyond our control.

We entered into the original agreements and accepted down payments toward the purchase prices in September 2019, and shortly after, the world experienced significant socioeconomic challenges as a result of COVID-19, and as a result, the buyer has been delayed in securing the balance of funds required to complete the sale.  We believe this meets the exception under ASC 360-10-45-11(c) where events or circumstances beyond our control have delayed the sale beyond one year and all of the criteria set forth below are met.

We initiated actions necessary to respond to the change in circumstances by extending the date of close in the agreements.

We are contractually bound by valid agreements with a buyer for a price, which is below the current market value of such properties based on the sale of recent comparable properties in close proximity.

The properties continue to meet the six criteria required to be met to be classified as assets held for sale under ASC 360-10-45-9, as described below, and, accordingly, are properly classified as assets held for sale.

a.Management commits to a plan to sell the assets.

b.The assets are available for immediate sale in their present condition subject only to terms that are usual and customary for sales of such assets.

c.An active program to locate a buyer and other actions required to complete the plan to sell the assets have been initiated.

d.The sale of the assets is probable, and transfer of the assets is expected to qualify for recognition as a completed sale, within one year. The term probable refers to a future sale that is likely to occur.

e.The assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value. The price at which a long-lived asset is being marketed is indicative of whether the entity currently has the intent and ability to sell the asset. A market price that is reasonable in relation to fair value indicates that the asset is available for immediate sale, whereas a market price in excess of fair value indicates that the asset is not available for immediate sale.

f.Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Silver Springs, Nevada, represents a ley location in one of the rapidly developing areas in the United States, as it is now directly connected and adjacent to the Northern Nevada Industrial Center (“NNIC”) and the Tahoe Reno Industrial Center (“TRIC”), home of some of the fastest growing technology companies in the world, including industrial development by Tesla’s Gigafactory, Walmart, Switch, Google, Blockchains LLC, and over 100 more industrial companies, including most recently, Nanotech Energy, whose 517-acre campus near Silver Springs is being called the most significant development since Tesla’s Gigafactory #1.   The properties held for sale are being sold by the Company for an average value of $20,000 - $22,500 per acre. Recent known offers on immediately comparable properties are now in excess of $50,000 per acre with other comparable sales existing in excess of $100,000.  Despite the COVID-related circumstances delaying the progress on the closing of these assets held for sales, values have only moved higher in the past 24 months.  We believe it is probable that these properties will consummate prior to the June 20, 2022 deadline.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations  Comparative Financial Information, page 51

3.We note your response to prior comment 7. Please explain how the one-time $812,500 contribution payment was originally recorded and identify its location and balance in the balance sheet as of September 30, 2021. In addition, please explain why the full amount of this capital contribution payment was recognized immediately against expenses whereas your recurring monthly and annual capital contributions are recognized over the term of the operating agreement on a straight line basis.

Response:

Per the terms of the Northern Comstock LLC Limited Liability Company Operating Agreement, as last amended in September 2015 (the “Agreement”), we agreed to make monthly cash capital contribution payments of $30,000 and an annual capital contribution in August of each year in the amount of $482,500 in stock or cash through September 1, 2027, subject to acceleration under predetermined circumstances provided under the Agreement.  The Agreement provides exclusive rights of production and exploration on certain property in Storey County, Nevada.

At inception, we calculated the total payments over the term of the Agreement and have been amortizing them on a straight-line basis to mining claims expense, given that the payments are similar to our mineral leases and

we are legally bound to make such payments on such due dates under the terms of the Agreement.  A deferred balance exists because the straight line recognition of the expense differs from the actual payments.  Consistent with our policy for mineral rights and properties, we are expensing the cost as incurred, which is ratably over the term, not when payments are made.

In March 2021, the Company triggered an acceleration under the Agreement. Up until the accelerated payment was made in March 2021, the payments were recorded as a debit to a short-term accrual account and the monthly expense was recorded as a credit to the accrual account and a debit to mining costs.  Pursuant to the express terms of the Agreement, the one-time accelerated payment of $812,500 was applied to the last year of contracted payments due in 2027 and was recorded as a debit to the short-term accrual account.  This resulted in a debit balance in the accrual, which was reclassified to a long-term prepaid account as of March 31, 2021 and is included in other assets on our balance sheet as of September 30, 2021.  The term of the agreed upon payment stream was reduced by one year and the amortization of the accelerated payment was included in the calculation of the monthly expense.

Separately, Tonogold Resources, Inc. (“Tonogold”) agreed to reimburse us for all payments made to Northern Comstock LLC pursuant to the Amended and Restated Membership Interest Purchase Agreement, as amended and restated as of March 20, 2020 (the “Purchase Agreement”) for the sale of Comstock Mining LLC.  We invoice Tonogold monthly for all cash payments made in connection with Northern Comstock LLC and other amounts Tonogold agreed to reimburse the Company under the terms of the Purchase Agreement.  We recognize the reimbursed cost as a credit to net income (loss) at the time it is determined probable that Tonogold will reimburse us, typically when we invoice Tonogold. Because we have no additional obligations related to the reimbursements, they do not meet the definition of a liability under FASB Concepts Statement No 8, Chapter 4 paragraph E.38 and are immediately rec

United States securities and exchange commission logo
March 2, 2022
Corrado De Gasperis
Chief Executive Officer
Comstock Mining, Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Mining, Inc.
Form 10-K for the year ended December 31, 2020
Filed March 10, 2021
Form 10-Q for the quarterly period ended September 30, 2021
Filed November 9, 2021
Response dated February 2, 2022
File No. 001-35200
Dear Mr. De Gasperis:
            We have reviewed your February 2, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 23, 2021 letter.
Form 10-Q for the quarterly period ended September 30. 2021
Item 1. Financial Statements
2. Acquisition and Investments, page 16
1.Please refer to comment 4 in our letter dated December 23, 2021.  Based on the
information provided at Exhibit A of your letter dated February 2, 2022, it appears that
summarized financial information for your equity method investments in the aggregate
was required in your financial statements for the quarter ending September 30, 2021.
Rule 8-03(b)(3) of Regulation S-X requires summarized information if the significance of
any individual or any combination of investees exceeds the 20% thresholds using any of

 FirstName LastNameCorrado De Gasperis
 Comapany NameComstock Mining, Inc.
 March 2, 2022 Page 2
 FirstName LastName
Corrado De Gasperis
Comstock Mining, Inc.
March 2, 2022
Page 2
the three tests in Rule 1-02(w) of Regulation S-X.  Additionally, ASC 323-10-50-3c states
that summarized information may be necessary if equity method investments are material
in relation to the financial position and results of operations of an investor.  Please revise
your disclosures accordingly. Please also disclose which investments are accounted for
using a lag basis.
5. Assets Held for Sale, page 23
2.We note your response to prior comment 5 does not adequately explain how the Silver
Spring properties continue to qualify for the exception to the one-year requirement after
more than two years have passed since the asset group was classified as held for sale.
Please provide a detail analysis of ASC 360-10-45-11(c) that clearly describes the events
or circumstances that arose during the two year period that contributed to the delay in sale
and the specific actions you have taken to respond to these events or circumstances to
allow you to conclude that the properties continue to be available for immediate sale in its
present condition and that the sale continues to be probable.  Please further describe any
price reductions or renegotiations with Sierra Springs and the reasons why you believe the
price continues to be reasonable in relation to the fair value of the Silver Spring
properties.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Comparative Financial Information, page 51
3.We note your response to prior comment 7. Please explain how the one-time $812,500
contribution payment was originally recorded and identify its location and balance in the
balance sheet as of September 30, 2021. In addition, please explain why the full amount of
this capital contribution payment was recognized immediately against expenses whereas
your recurring monthly and annual capital contributions are recognized over the term of
the operating agreement on a straight line basis.
            You may contact Brian McAllister at (202) 551-3341 or Craig Arakawa, Accounting
Branch Chief, at (202) 551-3650 if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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775.848.5310

degasperis@comstockmining.com

February 2, 2022

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-9303

Attention:       Mr. Craig Arakawa

                       Mr. Brian McAllister

Re:      Comstock Mining, Inc.

Form 10-K for the year ended December 31, 2020

Filed March 10, 2021

Form 10-Q for the quarterly period ended September 30, 2021

Filed November 9, 2021

File No. 001-35200

Gentlemen:

This letter is in response to your comment letter dated December 23, 2021. Your comments are reproduced below in bold italics, followed in each case by the response of Comstock Mining Inc. (the “Company”).

Form 10-Q for the quarterly period ended September 30, 2021

2. Acquisitions and Investments, page 16

1.Your disclosures suggest that you applied the acquisition method of accounting when you acquired Plain Sight Innovations Corporation (PSI). Please tell us how you considered the acquisition of PSI as an asset acquisition rather than a business. In doing so tell us how you considered that substantially all of the gross assets acquired is concentrated in the PSI license agreement. See ASC 805-10-55-3A through 55-5C.

Response:

We concluded that the acquisition of PSI met the definition of a business acquisition, rather than an asset acquisition, under the ASC 805 framework. PSI’s assets were recorded at their fair values, and the difference between the consideration transferred and the fair values of such assets was recorded as goodwill. Our disclosure indicates we acquired 100% of the voting shares of PSI and expensed the acquisition costs, consistent with the accounting for a business combination.  Our disclosure also indicates the PSI purchase price consideration was allocated to the net assets acquired, including goodwill, which is also consistent with the accounting for a business combination.

We made our determination to treat the PSI acquisition as a business acquisition based on the guidance in ASC 805-10-55-5D and our assessment of whether or not the set of acquired assets and activities met the definition of a business.  A set of acquired assets and activities must have both an input and a substantive process that together significantly contribute to the ability to create outputs to be considered a business.  The guidance notes that when the set of assets and activities acquired does not include outputs, it will have both an input and a substantive process only if the set includes employees that form an organized workforce and an input that the workforce could develop or convert into output. Although PSI did not have outputs, it had both inputs in the form of intangible assets and processes in the form of an experienced and developed workforce and infrastructure in place to perform activities related to renewable clean technology, such as research, development and commercialization, with an emphasis on the extraction and valorization of natural resources. Prior to the acquisition, PSI was a self-operating business and was run as a stand-alone business with a workforce that had the necessary skills and experience to provide the necessary processes capable of being applied to inputs to create outputs.

Substantially all of the gross assets acquired were not concentrated in the PSI license agreement. More than 90% of the gross assets acquired were comprised of PSI-developed technology. In addition to goodwill, we recorded the fair value of three intangible assets in the PSI acquisition, including a research agreement with Virginia Polytechnic Institute and State University, a license agreement with American Science Technology Corporation, and internally developed technology, which is comprised of patented proprietary process technologies that convert woody feedstocks into cellulosic ethanol and a number of co-products used in the production of bio-fuels, bio-graphite and bio-plastics.  As of the acquisition date, PSI operated a pre-commercial pilot cellulosic fuel facility based on its technologies and was in the process of scaling up that production.

2.We note that you reported the acquisition of PSI in a Form 8-K filed on September 7, 2021 however you did not include separate financial statements for this acquisition. Please provide an analysis that supports your conclusion that separate financial statements were not required under Rule 8-04 of Regulation S-X.

Response:

We considered the guidance in Rule 8-04, which applies Rule 3-05, to determine whether PSI met the definition of a significant subsidiary.  Rule 3-05(b)(2) uses the investment, asset and income tests in Rule 1-02(w) to determine the periods for which financial statements of acquired businesses are to be filed.  We determined none of the following conditions exceeded 20% with respect to the PSI acquisition, and accordingly, that financial statements were not required. The significant subsidiary tests for the PSI acquisition are detailed below:

Investment test — We compared the fair value of consideration transferred and the aggregate worldwide market value of our common equity (determined as the average of the last five trading days of August 2021, which was the most recently completed month ending prior to the September 7, 2021, agreement date of the acquisition) and determined the PSI acquisition was 9.9% of our total market capitalization at that time.

Asset test — We compared PSI’s total assets as of the date of acquisition, to our total assets as of December 31, 2020 and determined PSI was approximately 16% of our total assets as of December 31, 2020.  PSI was incorporated on March 1, 2021, and had assets of $nil as of December 31, 2020.

Income test — The income test consists of an income component and a revenue component.  Since PSI did not have material revenue prior to the acquisition, we evaluated the income component only.  We compared our share of PSI’s pretax income or loss from continuing operations as reflected in their most recent annual pre-acquisition financial statements to our loss from continuing operations for the same period and determined PSI was 0% of our net loss.  Because PSI was incorporated in March 2021, it did not have income in the year prior to acquisition.

3.We note your pro forma information related to the MANA acquisition reflects revenues

commensurate with the historical revenue generated by MANA from the acquisition         date through September 30, 2021. Please revise your pro forma information to reflect the combined results of operations for the nine months ended September 30, 2021 as if the acquisition had occurred as of the beginning of the period presented. Refer to ASC 80510-50-2(h).

Response:

The disclosure will be updated to present combined revenue and net loss in our annual 10-K filing.  Please note that MANA was incorporated February 16, 2021 and there is no substantive difference in the combined results of operations reported in the Form 10-Q and the combined results of operations for the nine months ended September 30, 2021.

4.We refer you to page 19 and the disclosures for equity method investments under this heading. Please revise your disclosures to include the summarized financial information required by Rule 8-03(b)(3) of Regulation S-X and ASC 323-10-50-3c or tell us why this guidance does not apply to you.

Response:

Under Rule 8-03(b)(3) of Regulation S-X, we assessed the individual significance of each equity method investment to determine if any constituted 20% or more of our consolidated assets, equity or income from continuing operations as of September 30, 2021.  Our equity method investments are accounted for on a one quarter lag, and the assets and income amounts used for the investee were as of June 30, 2021.  The individual significance evaluations for each equity method investment are detailed in Exhibit A.

We concluded none of our equity method investments exceeded the 20% threshold on an individual basis.

Under ASC 323-10-50-3c, we assessed the aggregate significance of our equity method investments to determine if the total constituted 50% or more of our consolidated assets, equity or income from continuing operations as of September 30, 2021 (based on Rule 3-05(b)(2)(iv) of Regulation S-X).

We concluded the aggregate significance of our equity method investments did not exceed the 50% threshold and accordingly, additional disclosures were not required.

5. Assets Held for Sale, page 23

5.We note the Silver Spring properties in the amount of $6,328,338 continue to be classified as a current asset and held-for-sale after being classified as such on September 26, 2019 when you originally entered into an agreement with Sierra Springs Enterprises, Inc. Please tell us how you determined that this asset group continues to meet the criteria to be classified as current and as assets held-for-sale for this length of time. See ASC 360-1045-9 and paragraph 45-11.

Response:

We first entered into agreements with Sierra Springs Enterprises, Inc. in September 2019.  We have amended the purchase and sale agreements with Sierra Springs Enterprises, Inc., on multiple occasions to extend the latest date of the closing on the sale of the Silver Springs properties.  The most recent amendments extended the date of sale to June 30, 2022, and management is committed to sell the assets and expects them to be sold during this contract period. We believe we meet the exception under ASC 360-10-45-11(c) where events or circumstances beyond our control have delayed the sale beyond one year.  Circumstances previously considered unlikely arose, in part due to COVID-related delays, with the buyer and the Company taking the actions necessary to respond by extending the closing date.  We believe the price continues to be reasonable and the properties continue to meet the six criteria required to be met to be classified as assets held for sale under ASC 360-10-45-9 and, accordingly, are properly classified as assets held for sale.

6. Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,  page 46

Item 303(c) of Regulation S-K requires the inclusion of a discussion of the material changes in the items specifically in paragraph (b) of Item 303 to enable readers to assess material changes in your financial condition and results of operations. Given that you have 3 reportable segments, please add a discussion of the relevant reportable segment information necessary to understand changes in the significant components of your revenues and expenses.

Response:

The Natural Resource Renewal segment was first presented in our Form 10-Q for the quarterly period ended June 30, 2021, after the acquisition of Renewable Process Solutions Inc. (“RPS”), and consists of remediation, recycling and materials development operations, and related assets, including investments in and loans to MCU, MCU-P, LINICO, GenMat and RPS.  There are no comparative results for this segment because substantially all of these investments and subsidiaries were acquired within the second and third quarter of 2021.  After the RPS acquisition, the Company began managing this segment independently from the mining and real estate segments.  Based on our judgment, we provided descriptions of material changes in our financial condition and results of operations from this and the real estate and mining segments in the comparative financial information and liquidity and capital resources sections.

As the new subsidiaries and investments are integrated into the business and management begins to receive more information and review the results of the Natural Resource Renewal segment, it will include disclosures allowing investors to view this segment from management’s perspective.  Activities related to Natural Resource Renewal as of September 30, 2021, were primarily comprised of the previously disclosed engineering services revenue and costs and increase in labor costs related to employees from 2021 acquisitions.  Results of operations for the real estate and mining segment are more detailed as these segments have been in existence for some time and have comparative information.

7.  Comparative Financial Information, page 51

We note you are reporting negative costs related to your mining and mining claims line item in your statement of operations for both the three and nine month periods ending September 30, 2021 and 2020. You also attribute changes in this line item at pages 52 and 53 to reimbursements of an accelerated payment made to Northern Comstock LLC. Based on disclosures at page 63 of your Form 10-K, we understand that the $812,500 accelerated payment was a one-time acceleration of required capital contributions to Northern Comstock based on an underlying operating agreement. Considering the nature of the accelerated payment, please clarify your accounting for the $812,500 payment and the related reimbursements providing details sufficient to understand the types of costs that you incur and are being reimbursed for under the operating agreement and when the costs and related reimbursements are recognized in your statements of operations.

Response:

Pursuant to the terms of the Amended and Restated Membership Interest Purchase Agreement, as amended and restated as of March 20, 2020 (the “Purchase Agreement”) for the sale of Comstock Mining LLC, Tonogold Resources, Inc. (“Tonogold”) agreed to reimburse us for all costs associated with Comstock Mining LLC and capital contributions and other expenses related to Northern Comstock LLC.

We invoice Tonogold monthly for all payments made in connection with Northern Comstock LLC and other amounts Tonogold agreed to reimburse the Company under the terms of the

Purchase Agreement.  We have consistently recognized a reduction in the related expenses that are reimbursed at the time the payments are probable, typically when we receive the payments.   Because we have no additional obligations related to the reimbursements, they are immediately recognized in the Company’s income statement as an offset against such accrued expenses.

Under the Northern Comstock Limited Liability Company Operating Agreement, dated as of October 19, 2010, as amended on August 27, 2015 (the “Agreement”), we agreed to make monthly cash capital contribution payments of $30,000 and an annual capital contribution in the amount of $482,500 in stock or cash in August of each year through September 1, 2027.  At inception, we calculated the total payments over the term of the Agreement and are amortizing them on a straight-line basis.  For each payment made, we recognize the straight line amortization as an expense.

Under the Agreement, a one-time acceleration of required capital contributions is required when we receive net cash proceeds from sources other than operations that exceed $6,250,000. On March 4, 2021, we made a one-time accelerated capital contribution payment of $812,500 as a result of the net proceeds received from the sale of our common stock in March 2021.  Tonogold was required to reimburse the entire accelerated payment which was greater than the straight line amortization for the period resulting in a credit balance in the related mining expense.

We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding.

Please contact me if you need any additional information.

Sincerely,

/s/ Corrado DeGasperis

Corrado DeGasperis

Executive Chairman and Chief Executive Officer

Exhibit A

Asset Test

  September 30, 2021

 June 30, 2021

 Date of investment

 Investment

 Ownership %

 Total Assets

 Company's Portion of Assets

 % of Company Assets

LP Biosciences LLC

 7/23/2021

 $4,256,016

 50.00%

 $1,635,372

 $817,686

 0.76%

Quantum Generative Materials LLC

 6/2

United States securities and exchange commission logo
December 23, 2021
Corrado De Gasperis
Chief Executive Officer
Comstock Mining, Inc.
117 American Flat Road
Virginia City, NV 89440
Re:Comstock Mining, Inc.
Form 10-K for the year ended December 31, 2020
Filed March 10, 2021
Form 10-Q for the quarterly period ended September 30, 2021
Filed November 9, 2021
File No. 001-35200
Dear Mr. De Gasperis:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the quarterly period ended September 30, 2021
2. Acquisitions and Investments, page 16
1.Your disclosures suggest that you applied the acquisition method of accounting when you
acquired Plain Sight Innovations Corporation (PSI).  Please tell us how you considered the
acquisition of PSI as an asset acquisition rather than a business.  In doing so tell us how
you considered that substantially all of the gross assets acquired is concentrated in the PSI
license agreement.  See ASC 805-10-55-3A through 55-5C.
2.We note that you reported the acquisition of PSI in a Form 8-K filed on September 7,
2021 however you did not include separate financial statements for this acquisition.
Please provide an analysis that supports your conclusion that separate financial statements
were not required under Rule 8-04 of Regulation S-X.

 FirstName LastNameCorrado De Gasperis
 Comapany NameComstock Mining, Inc.
 December 23, 2021 Page 2
 FirstName LastNameCorrado De Gasperis
Comstock Mining, Inc.
December 23, 2021
Page 2
3.We note your pro forma information related to the MANA acquisition reflects revenues
commensurate with the historical revenue generated by MANA from the acquisition date
through September 30, 2021.  Please revise your pro forma information to reflect the
combined results of operations for the nine months ended September 30, 2021 as if the
acquisition had occurred as of the beginning of the period presented.   Refer to ASC 805-
10-50-2(h).
4.We refer you to page 19 and the disclosures for equity method investments under this
heading.  Please revise your disclosures to include the summarized financial information
required by Rule 8-03(b)(3) of Regulation S-X and ASC 323-10-50-3c or tell us why this
guidance does not apply to you.
5. Assets Held for Sale, page 23
5.We note the Silver Spring properties in the amount of $6,328,338 continue to be classified
as a current asset and held-for-sale after being classified as such on September 26, 2019
when you originally entered into an agreement with Sierra Springs Enterprises, Inc.
Please tell us how you determined that this asset group continues to meet the criteria to be
classified as current and as assets held-for-sale for this length of time.  See ASC 360-10-
45-9 and paragraph 45-11.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations,
page 46
6.Item 303(c) of Regulation S-K requires the inclusion of a discussion of the material
changes in the items specifically in paragraph (b) of Item 303 to enable readers to assess
material changes in your financial condition and results of operations.  Given that you
have 3 reportable segments, please add a discussion of the relevant reportable segment
information necessary to understand changes in the significant components of your
revenues and expenses.
Comparative Financial Information, page 51
7.We note you are reporting negative costs related to your mining and mining claims line
item in your statement of operations for both the three and nine month periods ending
September 30, 2021 and 2020.  You also attribute changes in this line item at pages 52 and
53 to reimbursements of an accelerated payment made to Northern Comstock LLC.
Based on disclosures at page 63 of your Form 10-K, we understand that the $812,500
accelerated payment was a one-time acceleration of required capital contributions to
Northern Comstock based on an underlying operating agreement.  Considering the nature
of the accelerated payment, please clarify your accounting for the $812,500 payment and
the related reimbursements providing details sufficient to understand the types of costs
that you incur and are being reimbursed for under the operating agreement and when the
costs and related reimbursements are recognized in your statements of operations.

 FirstName LastNameCorrado De Gasperis
 Comapany NameComstock Mining, Inc.
 December 23, 2021 Page 3
 FirstName LastName
Corrado De Gasperis
Comstock Mining, Inc.
December 23, 2021
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Brian McAllister, Staff Accountant, at (202) 551-3341or Craig
Arakawa, Accounting Branch Chief, at (202) 551-3650 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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filename1.htm

		Document

March 5, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ruairi Regan

RE:                          Comstock Mining Inc.

Registration Statement on Form S-3

File No. 333-229890

Acceleration Request

Dear Mr. Regan:

With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Comstock Mining Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement March 7, 2019, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

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

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call Clyde W. Tinnen of Withers Bergman LLP, counsel to the Company, at (203) 302-4079 with any comments or questions regarding the Registration Statement.

 Very truly yours,

 Comstock Mining Inc.

 /s/ Corrado De Gasperis

 Name: Corrado De Gasperis

 Title: Executive Chairman and Chief Executive Officer

March 4, 2019
Corrado De Gasperis
Chief Executive Officer
Comstock Mining Inc.
1200 American Flat Road
Virginia City, NV 89440
Re:Comstock Mining Inc.
Registration Statement on Form S-3
Filed February 26, 2019
File No. 333-229890
Dear Mr. De Gasperis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ruairi Regan at (202) 551-3269 with any questions.
Sincerely,
Division of Corporation Finance
Office of Beverages, Apparel and
Mining
cc:       Clyde W. Tinnen, Esq.

CORRESP
1
filename1.htm

		CORRESP

February 3, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: John Reynolds, Assistant Director

RE:                          Comstock Mining Inc.

Registration Statement on Form S-3

File No. 333-208824

Acceleration Request

Dear Mr. Reynolds:

With respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”), and pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests, on behalf of Comstock Mining Inc. (the “Company”), that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement to February 5, 2016, at 4:00 p.m. Eastern Time, or as soon as practicable thereafter.

In connection with the foregoing request, the Company acknowledges the following:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

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

The cooperation of the staff in meeting the timetable described above is very much appreciated.

Please call Clyde W. Tinnen of Withers Bergman LLP, counsel to the Company, at (203) 302-4079 with any comments or questions regarding the Registration Statement.

 Very truly yours,

 Comstock Mining Inc.

 /s/ Corrado De Gasperis

 Name: Corrado De Gasperis

 Title: Chief Executive Officer

January 15 , 2016
Mail Stop 3561

Via E -mail
Judd Merrill
Chief Financial Officer
1200 American Flat Road
Virginia City, NV 89440

Re: Comstock Mining Inc.
  Registration Statement on Form S-3
Filed  December 31, 20 15
  File No.  333-208824

Dear Mr. Merrill :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  our comment , we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies  to your facts and
circumstances or do not be lieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibits

1. Please file t he trust indenture or “form of indenture” prior to effectiveness under Item
601(b)(4) of Regulation S -K.  Please refer to Compliance and Disclosure Interpretations ,
Trust Indenture Act of 1939,  Interpretation 201.04, which can be found on our website,
for guidance.

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

Judd  Merrill
Comstock Mining Inc.
January 15 , 2016
Page 2

 Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

 Please contact Michael K illoy at (202) 551 -7576  or me at (202) 551 -3536  with any other
questions.

Sincerely,

 /s/ James Lopez (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel
and Mining
cc: Clyde Tinnen, Esq.
 Withers Bergman LLP

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

DIVISION OF
CORPORATION FINANCE

        January 13, 2011  Corrado de Gasperis Chief Executive Officer Comstock Mining Inc. 1200 American Flat Road Virginia City, Nevada 89440
 Re: Comstock Mining Inc.
  Item 4.01 Form 8-K
Filed January 10, 2011
  File No. 000-32429
Dear Mr. De Gasperis:

We have completed our review of your fili ngs and do not have any further comments at
this time.

        S i n c e r e l y ,                             Mark C. Shannon         B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    January
12 2011

              To:

              Jennifer
      O’Brien

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street NE

    Washington
D.C. 20549

              Re:

              Comstock
      Mining Inc.

    Current
Report on Form 8-K, filed January 10, 2011

    Dear Ms.
O’Brien:

    In
reference to your letter dated January 11, 2011, pertaining to the
above-referenced filing, please see the corresponding response following each
item below.  We have repeated the text of your comments in italics
font.

    Item 4.01 Form 8-K Filed
January 10, 2011

    1.
Please note that Item 304(a)(1)(ii) of Regulation S-K requires a statement as to
whether the accountant’s report on the financial statements for either of the
past two years contained an adverse opinion or a disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope or accounting principles;
and a description of the nature of each such adverse opinion, disclaimer of
opinion, modification or qualification.  This would include disclosure
of uncertainty regarding the ability to continue as a going concern in the
accountant’s report.  Please amend your filing
accordingly.

    2.
To the extent that you make changes to the Form 8-K to comply with our comments,
please obtain and file and updated Exhibit 16 letter from the former accountants
stating whether the accountant agrees with the statements made in your revised
Form 8-K.

    Response:

    Our
disclosure has been updated to include additional language pertaining to our
going concern opinions and to fully comply with with Item 304 (a) (1) (ii) of
Regulation S-K.  The registrant will be filing an Amended Form 8-K
containing the disclosure revisions with the updated Exhibit 16 letter from our
former accountant on or before January 13, 2011. Further, Comstock Mining Inc.
(hereinafter referred to as “we” or “our”) acknowledges that:

    1.)           We
are responsible for the adequacy and accuracy of the disclosure in the
filings;

                    PO
      Box 1118 · 1200
      American Flat Rd · Virginia City,
      NV  89440

                    Investors
      (775) 847-4755 ·
      Facsimile (800) 750-5740

        Page 1 of
2

    2.)           Staff
comments or changes to disclosure in response to staff comments do not foreclose
the Securities and Exchange Commission (hereinafter referred to as “the
“Commission”) from taking any action with respect to the filings;
and

    3.)           We
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.

    If you
have any questions regarding our responses, you can contact me at (775)
847-5272.

              Very
      truly yours,

              /S/
      Corrado De Gasperis

              Name:  Corrado.
      De Gasperis

              Title:
      Chief Executive Officer and President

                  PO
      Box 1118 · 1200
      American Flat Rd · Virginia City,
      NV  89440

                  Investors
      (775) 847-4755 ·
      Facsimile (800) 750-5740

        Page 2 of
2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE
        March 29, 2010

Via U.S. mail and facsimile

Mr. Robert T. Faber Chief Executive Officer and Chief Financial Officer GoldSpring, Inc. P.O. Box 1118 Virginia City, NV  89440
 Re: GoldSpring, Inc.
  Preliminary Proxy Statement on Schedule 14A, Amendment No. 1
Filed March 16, 2010
  File No. 0-32429

Dear Mr. Faber:

This is to confirm that on March 23, 2010 we informed your company that we had
no further comments on the above-referenced filing.

     S i n c e r e l y ,

 Anne Nguyen Parker
Branch Chief

CORRESP
1
filename1.htm

    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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        March 16, 2010

Mr. Robert T. Faber
Chief Executive Officer Goldspring, Inc. P.O. Box 1118 Virginia City, NV 89440
 Re: Goldspring, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed April 15, 2009
  File No. 000-32429

 Dear Mr. Faber:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,
Mark C. Shannon Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE

        March 12, 2010

Mr. Robert T. Faber
Chief Executive Officer and Chief Financial Officer GoldSpring, Inc. P.O. Box 1118 Virginia City, NV  89440
 Re: GoldSpring, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed February 25, 2010
  File No. 0-32429

 Dear Mr. Faber:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document 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 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 filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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 the shareholders.  This method of presenting both may cause confusion to 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

Mr. Robert T. Faber
GoldSpring, Inc.
March 12, 2010 Page 2

“Consent Card” from the beginning of the document and provide 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 minority shareholders should not be required to make this representation.
 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 need for any further action by the shareholders.  The “proxy statement” caption suggests that you are simultaneously requesting proxies and consents.  Please revise for clarity.  For example, you may wish to describe this document as a “Consent Solicitation Statement.”
 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

Mr. Robert T. Faber
GoldSpring, Inc. March 12, 2010 Page 3

‚ 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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
Please contact Norman Gholson at ( 202) 551-3237 or me at (202) 551-3611 with
any questions.          S i n c e r e l y ,
Anne Nguyen Parker Branch Chief

CORRESP
1
filename1.htm

    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.

        4

CORRESP
1
filename1.htm

    Unassociated Document

    February
26, 2010

    Jennifer
O’Brien

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E., Stop 7010

    Washington,
D.C. 20549

              Re:

              GoldSpring,
      Inc

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

              Filed
      April 15, 2009

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

              Filed
      November 16, 2009

              Response
      Letter Dated December 14, 2009

              File
      No. 000-32429

    Dear Ms.
O’Brien:

    Pursuant
to our telephone conversation, GoldSpring intends to submit its response to the
SEC Comment letter dated February 18, 2010 on Friday, March 5,
2010.  Our responses will address, in detail, each of your
comments.  In the event we have questions regarding the comments we
will contact your office for clarification.

    If you
have any questions, please contact me at 480-603-5151 or
775-847-5272.

    Sincerely,

    GOLDSPRING,
INC.

    By:
Robert T. Faber

    President

              Cc:

              Jolie
      Kahn

              Mark
      Shannon

              George
      Schular

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

          www.goldspring.us

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        February 18, 2010

Mr. Robert T. Faber
Chief Executive Officer Goldspring, Inc. P.O. Box 1118 Virginia City, NV 89440
 Re: Goldspring, Inc.
  Form 10-K for the 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. Faber:
We have reviewed your filings and response letter and have the following
comments.  We have limited our review to only your financial statements and related
disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    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.
 Consolidated Balance Sheets, page F-2

 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 of $476,222.  We also note you presented this increase as a separate asset on your balance sheet, which you propose to re-label as ‘Long-

Mr. Robert T. Faber
Goldspring, Inc.
February 18, 2010 Page 2

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-lived 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 otherwise advise.
 Controls and Procedures, page 52

 3. We are unable to agree with the resolution you proposed in response to prior comment number 11.  Item 307 of Regulati on S-K does not contemplate ‘internal
control over disclosure controls and procedures.’  Please revise your conclusion to definitively state whether your disclosure controls and procedures were effective as of December 31, 2008.  In this regard, we do not believe it is appropriate to state your “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.
 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 page 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 advise.
 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.
 Engineering Comments

 6. We note your response to comment 16, indicating you have omitted the terms from your third quarter 10-Q filings.  Our comment was directed to your 10-K

Mr. Robert T. Faber
Goldspring, Inc.
February 18, 2010 Page 3

filing.  We re-issue comment 16, please modify your 10-K filing and remove these terms.
 7. You indicated you will modify the term gold ore to gold dore in future filings as your addressed comment 17.  Please provide a draft copy of the affected pages or
paragraphs which would serve as a template for your future filing.
 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 disclosures.
 9. We re-issue comment 19, please modify your filing and disclose modify, replace, and/or remove entirely your cutoff grade estimates.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your 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.

Mr. Robert T. Faber
Goldspring, Inc. February 18, 2010 Page 4

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Jennifer O’Brien at (202) 551-3721, if you have questions
regarding comments on the financial statements and related matters.  You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about
engineering comments.  Please contact me at (202) 551-3299 with any other questions.          S i n c e r e l y ,
Mark C. Shannon
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    December
14, 2009

    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, As Amended

    Filed April 15, 2009

    Form 10-Q Fiscal Quarter Ended June 30,
2009

    Filed August 14, 2009

    File No. 000-32429

    Dear Mr.
Shannon:

    Pursuant to your request, find below
our response to the SEC Comment Letter dated November 3, 2009. 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.

              To
      minimize the likelihood that we will reissue comments, please make
      corresponding changes where applicable throughout your document. For
      example, we might comment on one section or example, but our silence on
      similar or related disclosure elsewhere does not relieve you of the need
      to make appropriate revisions elsewhere as
  appropriate.

    We will insure that all the changes are
reflected in future filings.

    Cover
page

              2.

              Please
      tell us why you qualify as a smaller reporting company at December 31,
      2008. In this regard, we note that the aggregate market value of your
      outstanding shares held by non-affiliates as of June 30, 2008 was in
      excess of $75 million.

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

    Under
Rel. No. 33-8876, page 40, a smaller reporting company becomes a larger
reporting company as of the first fiscal quarter following the date of
determination.  This is also consistent with Item 10(f)(2)(i) of Regulation
S-K.

    Thus, the
Company was not required to fulfill the large reporting company requirements
until 10-Q for the first quarter of 2009.

    Consolidated Balance Sheets,
page F-2

              3.

              Please
      add disclosure in your filing, where applicable, to explain the nature of
      the new line item titled 'Other Long-Lived Assets,' totaling $489,236. In
      responding to this comment, please provide a draft of your proposed
      disclosure, or explain to us why you do not believe expanded disclosure is
      necessary.

    In order
to improve the clarity of our balance sheet and footnotes, we will change the
title to “Long-lived Deferred Reclamation Expense”.  Second, I believe
the amount noted in your comment represents Plant and equipment,
net.  The line item titled “Other Long-Lived Assets” at December 31,
2008 totals $408,190.  Our disclosure will be amended as
follows:

    Note
8 — Long-lived Deferred Reclamation Expense and Long-term Reclamation
Liability

    We have
an accrued a long-term liability of $1,105,342 and $553,190 as of December 31,
2008 and 2007 respectively, with regard to our obligations to reclaim our
Comstock Mine facility based on our reclamation plan submitted and approved by
the Nevada State Environmental Commission and Division of Environmental
Protection in 2008.  In conjunction with recording the reclamation
liability we recorded a deferred reclamation expense of which the value is being
amortized over the period of the anticipated land disturbance. Correspondingly,
a long-lived deferred reclamation expense of $476,222 was recorded in
2008.  Costs of future expenditures for environmental remediation are
discounted to their present value. Such costs are based on management’s current
estimate of amounts expected to be incurred when the remediation work is
performed within current laws and regulations. It is reasonably possible that,
due to uncertainties associated with the application of laws and regulations by
regulatory authorities and changes in reclamation or remediation technology, the
ultimate cost of reclamation and remediation could change in the future. We
periodically review accrued liabilities for such reclamation and remediation
costs as evidence becomes available indicating that our liabilities have
potentially changed.  The reclamation liability accretion expense for
2008 was $75,930 and the amortization of long-lived deferred reclamation expense
was $68,032 for 2008.

    Following
is a reconciliation of the aggregate retirement liability associated with on our
reclamation plan for our Comstock Project:

              2008

              Long-term
      reclamation obligation 1/1/2008

              $

              553,190

              Additional
      obligations incurred

              476,222

              Liabilities
      settled during the period

              -

              Increase
      in present value of the reclamation obligation (accretion
      expense)

              75,930

              Long-term
      asset retirement obligation 12/31/2008

              $

              1,105,342

          2

    Following
is a reconciliation of the aggregate long-lived deferred reclamation expense
associated with on our reclamation plan for our Comstock Project:

              2008

              Net
      long-lived deferred reclamation expense 1/1/2008

              $

              -

              Additional
      obligations incurred

              476,222

              Amortization
      of deferred reclamation expense

              (68,032

              )

              Long-term
      asset retirement obligation 12/31/2008

              $

              408,190

    Consolidated Statements of
Operations, page F-4

              4.

              We
      note the new line item in 2008 captioned 'Derivative Change in Fair Value'
      totaling $(31,965). We also note the line item you report as 'Derivative
      liability' increased $4,591,948 during the periods presented. Please
      explain to us why the line item on your consolidated statements of
      operations did not change relative to the change in the derivative
      liability balance. In addition, please explain why you believe it is
      appropriate to reflect approximately $6.3 million related to the fair
      value calculation for convertible features contained in your various notes
      within the line item captioned 'Interest expense.' Your response should
      separately address each instrument that contributed to the change in
      derivative liability and recorded interest
  expense.

    We have
reviewed your comment wherein you ask use to explain why the line item on our
consolidated statements of operations did not change relative to the change in
derivative liability balance.

    The
addition to the amount carried on the consolidated balance sheet as derivative
liability increased as of the result of new notes issued.  The offset
to the derivative liability would ordinarily be note discount which would reduce
the reported outstanding debt and adjust the effective interest
rate.  Because these notes are immediately in default and subject to a
repayment demand, we do not accrete the note discount but rather make an
immediate charge to interest expense, again to reflect the effective rate of our
debt.  Please note that our reported interest expense is in excess of
$9 million.   A significant portion of our interest expense is a
result of the immediate expensing of debt discount.

    We
appreciate your observations and in future fillings we will broaden our Note 16
–Embedded Derivatives to include a table that reports the derivative liability
increase or decrease during the reporting period as well as the associated
impact on the statement of operations related to such liabilities, specifically,
interest expense and increase or decrease in revaluing derivative
liabilities.  This table, prepared for the years ended December 31,
2007 and 2008, is as follows:

              As
      of December 31, 2008

              Derivative
      liability at 1/1/2008

              $

              127,136

              Additional
      obligations incurred

              4,591,948

              Total
      derivative liability at 12/31/2008

              $

              5,368,333

          3

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

    Recent Authoritative
Pronouncements, page F-12

    Fair Value Measurements,
page F-16

              5.

              Please
      tell us how you considered the disclosure requirements of paragraphs 32
      through 35 of SF AS 157.

    NOTE XXX – FAIR VALUE OF FINANCIAL
INSTRUMENTS

    SFAS No.
157 defines fair value as the price that would be received upon sale of an asset
or paid upon transfer of a liability in an orderly transaction between market
participants at the measurement date and in principal or most advantageous
market for that asset or liability.  The fair value should be
calculated based on assumptions that market participants would use in pricing
the asset or liability, not on assumptions specific to the entity.  In
addition, the fair value of liabilities should include consideration of
non-performance risk, including the Company’s own credit risk.

    In
addition to defining fair value, SFAS No. 157 expands the disclosure
requirements around fair value and establishes a fair value hierarchy for
valuation inputs.  The hierarchy prioritizes the inputs into three
levels based on the extent to which inputs used in measuring fair value are
observable in the market.  Each fair value measurement is reported in
one of three levels, which is determined by the lowest level input that is
significant to the fair value measurement in its entirety.  These
levels are:

              ·

              Level
      1 – inputs are based upon unadjusted quoted prices for identical
      instruments traded in active
markets.

              ·

              Level
      2 – inputs are based upon quoted prices for similar instruments in active
      markets, quoted prices for identical or similar instruments in markets
      that are not active, and model-based valuation techniques for which all
      significant assumptions are observable in the market or can be
      corroborated by observable market data for substantially the full term of
      the assets or liabilities.

              ·

              Level
      3 – inputs are generally unobservable and typically reflect management’s
      estimates of assumptions that market participants would use in pricing the
      asset or liability.  The fair values are therefore determined
      using model-based techniques that include option pricing models,
      discontinued cash flow models, and similar
  techniques.

    The
following section describes the valuation methodologies the Company uses to
measure financial assets and liabilities at fair value.

    Derivatives

    The fair
values for the derivative liabilities included in Level 2 are estimated using
industry standard valuation models, such as the Black-Scholes-Merton
model.  Level 2 derivative liabilities primarily include certain
over-the-counter options.

    Derivative
liability represents the discount on convertible notes proceeds associated with
the fair value of the embedded derivative features consisting of warrants and
conversion rights bifurcated from the host instrument determined in accordance
with the guidance provided in SFAS 133 and EITF 00-19.

          4

    Liabilities
Measured at Fair Value on a Recurring Basis

    The
following table presents our liabilities at December 31, 2008, which are
measured at fair value on a recurring basis:

              Fair
      Value Measurements at December 31, 2008

              Total

              Level
      1

              Level 2

              Level
      3

              Liabilitites:

              Derivatives

            $
            5,368,333

            $
            -

            $
            5,368,333

            $
            -

              Total
      Liabilities:

            $
            5,368,333

            $
            -

            $
            5,368,333

            $
            -

    Note 10 - Convertible
Debentures, page F -20

    Convertible Notes Payable -
2008, page F-23

              6.

              We
      note your disclosure that because the notes issued to Winfield are
      convertible at the issuance date, you recorded the entire amount of the
      beneficial conversion feature as interest expense in fiscal 2008. We also
      note these notes appear to have a stated redemption date of two years from
      the date of issuance. Please tell us how you considered paragraph 6 of
      EITF 08-4 with respect to these
notes.

    We have
reviewed your comment wherein you ask use to explain how we considered paragraph
6 of EITF 08-4 with respect to the Winfield notes.  The guidance
offered in paragraph 6 of EITF 08-4, states that  “For convertible instruments that
have a stated redemption date, a discount resulting from recording a beneficial
conversion option shall be required to be amortized from the date of issuance to
the stated redemption date of the convertible instrument, regardless of when the
earliest conversion date occurs.”

    We
understand this guidance however we also considered the fact that the note was
in default in regards to both the failure to make required interest payments and
because certain clauses stipulated that any default in other notes triggered a
default in these notes.  Because the notes were in default, they
immediately became redeemable.  We determined that such a change did
not merely create an earlier opportunity to convert but rather, in effect,
overrode the original terms of the note, specifically the stated redemption
date, and reset that redemption date to immediately
redeemable.   Accordingly, since the notes were deemed
immediately redeemable, we recorded the entire amount of the beneficial
conversion feature as interest expense in fiscal 2008.

    Note 16 - Embedded
Derivatives, page F-31

              7.

              We
      note the reference you make to your "Derivative liability" of $4,435,194
      in this footnote does not equal the amount presented on your Consolidated
      Balance Sheets of $5,368,333. We further note your reference to footnotes
      9 and 11 do not include disclosure to explain the nature of this line
      item. Please expand this footnote to clearly explain to the reader the
      nature of the line item captioned "Derivative liability" and the material
      accounting methodology you have applied for each of the periods
      presented.

          5

    Our
footnote should have reported a derivative liability of $5,368,333, consistent
with the derivative liability reported on our balance sheet.

    Note 16- Derivative
liability

    “Derivative
liability” totaling $5,368,333 at December 31, 2008 represents the discount on
convertible notes proceeds associated with the fair value of the embedded
derivative features consisting of warrants and conversion rights bifurcated from
the host instrument determined in accordance with the guidance provided in SFAS
133 and EITF 00-19.

    Note 18 - Stock Warrants,
page F-33

              8.

              We
      note your disclosure in this footnote which indicates you recognized
      $1,129,220 in warrant expense during 2008, and your presentation of this
      expense on your Consolidated Statements of Operations as 'Financing cost -
      warrant issuances.' We further note disclosure in your filing indicating
      you raised a total of $1,520,000 in exchange for issuing 137,000,000
      shares of your common stock and 84,200,000 warrants. Please explain to us
      i

CORRESP
1
filename1.htm

    Unassociated Document

    November
13, 2009

    Jennifer
O’Brien

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E., Stop 7010

    Washington,
D.C. 20549

    Re:          GoldSpring,
Inc

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

    Filed April 15, 2009

    Form 10-Q for Fiscal Quarter Ended June
30, 2009

    Filed August 14, 2009

    File No. 000-32429

    Dear Ms.
O’Brien:

    Pursuant
to our telephone conversation, GoldSpring intends to submit its response to the
SEC Comment letter dated November 3, 2009 on Monday, December 14,
2009.  Our responses will address, in detail, each of your
comments.  In the event we have questions regarding the comments we
will contact your office for clarification.

    If you
have any questions, please contact me at 480-603-5151 or
775-847-5272.

    Sincerely,

    GOLDSPRING,
INC.

    By:
Robert T. Faber

    President

    Cc:           Jolie
Kahn

    Mark Shannon

    George Schular

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        November 3, 2009
 Mr. Robert T. Faber Chief Executive Officer Goldspring, Inc. P.O. Box 1118 Virginia City, NV 89440
 Re: Goldspring, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed April 15, 2009
  Form 10-Q for the Fiscal Quarter Ended June 30, 2009
Filed August 14, 2009
  File No. 000-32429

 Dear Mr. Faber:
We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with 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 filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

 General

 1. To minimize the likelihood that we will reissue comments, please make corresponding changes where applicable throughout your document.  For example, we might comment on one section or example, but our silence on similar or related disclosure elsewhere does not relieve you of the need to make appropriate revisions elsewhere as appropriate.

Mr. Robert T. Faber
Goldspring, Inc.
November 3, 2009 Page 2

 Cover page

 2. Please tell us why you qualify as a smaller reporting company at December 31, 2008.  In this regard, we note that the aggregate market value of your outstanding shares held by non-affiliates as of June 30, 2008 was in excess of $75 million.

Consolidated Balance Sheets, page F-2

3. Please add disclosure in your filing, where applicable, to explain the nature of the new line item titled ‘Other Long-Lived Assets,’ totaling $489,236.  In responding to this comment, please provide a draft of your proposed disclosure, or explain to us why you do not believe expanded disclosure is necessary.

Consolidated Statements of Operations, page F-4

4. We note the new line item in 2008 captioned ‘Derivative Change in Fair Value’ totaling $(31,965).  We also note the line item you report as ‘Derivative liability’ increased $4,591,948 during the periods presented.  Please explain to us why the line item on your consolidated statements of operations did not change relative to the change in the derivative liability balance.  In addition, please explain why you believe it is appropriate to reflect approximately $6.3 million related to the fair value calculation for convertible features contained in your various notes within the line item captioned ‘Interest expense.’ Your response should separately address each instrument that contributed to the change in derivative liability and recorded interest expense.
 Note 3 – Summary of Significant Accounting Policies, page F-8

Recent Authoritative Pronouncements, page F-12

Fair Value Measurements, page F-16

5. Please tell us how you considered the disclosure requirements of paragraphs 32
through 35 of SFAS 157.

Mr. Robert T. Faber
Goldspring, Inc.
November 3, 2009 Page 3

Note 10 – Convertible Debentures, page F-20
 Convertible Notes Payable – 2008, page F-23

 6. We note your disclosure that because the notes issued to Winfield are convertible at the issuance date, you recorded the entire amount of the beneficial conversion feature as interest expense in fiscal 2008.  We also note these notes appear to have a stated redemption date of two years from the date of issuance.  Please tell us how you considered paragraph 6 of EITF 08-4 with respect to these notes.

Note 16 – Embedded Derivatives, page F-31

7. We note the reference you make to your “Derivative liability” of $4,435,194 in this footnote does not equal the amount presented on your Consolidated Balance Sheets of $5,368,333.  We further note your reference to footnotes 9 and 11 do not include disclosure to explain the nature of this line item.  Please expand this footnote to clearly explain to the reader the nature of the line item captioned “Derivative liability” and the material accounting methodology you have applied for each of the periods presented.
 Note 18 – Stock Warrants, page F-33

 8. We note your disclosure in this footnote which indicates you recognized $1,129,220 in warrant expense during 2008, and your presentation of this expense on your Consolidated Statements of Operations as ‘Financing cost – warrant issuances.’  We further note disclosure in your filing indicating you raised a total of $1,520,000 in exchange for issuing 137,000,000 shares of your common stock and 84,200,000 warrants.  Please explain to us in sufficient detail why you believe it was appropriate to recognize an expense for the issuance of the warrants and cite the authoritative literature you are relying on to support your presentation.  Similar concerns apply to the expense recognized in the second quarter of fiscal 2009.
 Note 19 – Extinguishment of Debt, page F-35

 9. Your disclosures appear to indicate you r ecorded beneficial conversion features
upon modification of your Convertible Notes Payable – 2006 & 2007 and Long-Term Convertible Notes (July 2008).  Please provide us with a comprehensive accounting analysis that supports your treatment of the modification.  As part of your response, please tell us if either of these notes contained embedded conversion options that were bifurcated pursuant to EITF 00-19, how you considered the scope of EITF 06-6, and how you considered paragraph 6 of EITF 08-4.  Refer to other authoritative accounting literature as appropriate.

Mr. Robert T. Faber
Goldspring, Inc.
November 3, 2009 Page 4

 Debt Extinguishment December 22, 2008, page F-36

 10. We note you determined the amendment to your July 2008 Longview Note was substantially modified on December 22, 2008 as a result of other financing arrangements and that you recorded “a gain of $1,220,552, representing the difference between the July 10, 2008 valuation of the convertible feature and the December 10, 2008 valuation of the convertible feature.”  Please provide us with the journal entries surrounding the recognition of this gain and an analysis to support your extinguishment accounting under EITF’s 96-19 and 06-6.

Controls and Procedures, page 52

11. We note your statement under this heading that “Based on the evaluation as described above, our internal control over disclosure controls and procedures as of December 31, 2008 are effective.”  Please modify your conclusion to definitively state whether your disclosure controls and procedures were effective as of December 31, 2008.  In this regard, Item 307 of Regulation S-K does not contemplate ‘internal control over disclosure controls and procedures.’  This comment also applies to your quarterly filing for the fiscal quarter ended June 30, 2009.
 Exhibits 31.1 and 31.2

 12. It appears you have omitted the portion of the introductory language in paragraph 4 of the certification required by Exchange Act Rules 13a-14(a) and 15d-14(a) that refers to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b).  Please revise your certification to include this required language.  This comment also applies to your quarterly filing for the fiscal quarter ended June 30, 2009.

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

Condensed Consolidated Balance Sheets, page 3

13. Please add disclosure in your filing, where applicable, to explain the nature of the new line item titled ‘Debt Discount,’ totaling $977,167.  In responding to this comment, please provide a draft of your proposed disclosure, or explain to us why you do not believe expanded disclosure is necessary.
Notes to Consolidated Financial Statements, page 10

General

Mr. Robert T. Faber
Goldspring, Inc.
November 3, 2009 Page 5

 14. Please expand your disclosure, where applicable, to address the new disclosure requirements of FAS 161, which became effective for you on January 1, 2009, or otherwise explain to us why you do not believe this disclosure is necessary.
 Note 12 – Long-term Convertible Debt Obligation, page 22

 Convertible Loan Agreement – May 1, 2009, page 23

 15. We note you received $1,500,000 in financing under a convertible loan agreement on May 1, 2009.  Based on the terms as disclosed, please expand your disclosure to explain how you have accounted for this instrument.  In this regard, please address whether this instrument contains features that are accounted for as derivatives under FAS 133 and/or EITF 00-19.
 Engineering Comments

 Overview, page 3

 Risk Factors, page5 & 6

 Early 2009 Developments, page 38

 16. We note you use the term ore in several locations in your filing.  Under SEC Industry Guide 7, the terms ores, ore-grade or ore body are treated the same as a reserve, implying a reserve is present on your property.  Since you do not report reserves and not all deposits are necessarily reserves, please remove the term ore from your filing.

Description of Equipment and other Infrastructure Facilities, page 31

17. We note you describe the final product smelted on your property using an electric furnace to produce gold ore.  We believe you intended to use the term dore.

Mr. Robert T. Faber
Goldspring, Inc.
November 3, 2009 Page 6

Mineralized Material, page 32
 2008 Developments, page 40

 18. With the passage of National Instrument 43-101 in Canada, disclosure using non-SEC reserve definitions, such as resource estimates, is allowed for Canadian incorporated companies under the exception in Instruction 3 to Paragraph (b)(5) of Industry Guide 7.  However, your jurisdiction of incorporation is Nevada and as such, only those terms specified by Industry Guide 7 may be used in U. S. SEC filings.  The provisions in Industry Guide 7 preclude the use of any terms other than proven or probable reserves for disclosure in SEC documents.  You may, however used the term mineralized material to describe a mineralized body, which has been delineated by appropriate drilling and/or underground sampling to establish continuity and support an estimate of tonnage and an average grade of the selected metal(s).  Such a deposit does not qualify as a reserve until a comprehensive evaluation, based upon unit costs, grade, recoveries, and other factors concludes economic and legal feasibility.  Mineralized material should only be reported as an in-place tonnage and grade, and should not be disclosed as units of product, such as ounces of gold or pounds of copper.
 19. We note your resource estimate is defined by a cutoff grade.  The cutoff grade is a critical component used to evaluate the potential of the mineral properties.  Please disclose the operating costs and recovery parameters used to determine your cutoff grade estimate.  Please show that this calculation demonstrates the cutoff grade or tenor used to define your mineral resource has reasonable prospects for economic extraction.  In establishing your cut-off grade, your disclosure must realistically reflect the location, deposit scale, continuity, assumed mining method, metallurgical processes, costs, and reasonable metal prices, i.e. based on a three-year historic average.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your 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

Mr. Robert T. Faber
Goldspring, Inc. November 3, 2009 Page 7

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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
You may contact Jennifer O’Brien at (202) 551-3721, if you have questions
regarding comments on the financial statements and related matters.  You may contact George K. Schuler, Mining Engineer, at (202) 551-3718 with questions about
engineering comments.  Please contact me at (202) 551-3299 with any other questions.          S i n c e r e l y ,
Mark C. Shannon
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    April 6,
2009

    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, As Amended

    Filed
December 10, 2008

    Form 10-Q
Fiscal Quarter Ended September 30, 2008

    Filed
November 14, 2008

    Response
Letter Dated February 26, 2009

    File No.
000-32429

    Dear Ms.
Davis:

    Pursuant to my conversation with
Jennifer O’Brien on March 31, 2009, find below the revised draft disclosures
for: 1.) Restatement of 2007 Consolidated Financial Statements 2.). ITEM 9A(T).
CONTROLS AND PROCEDURES, and 3.) Share Based Compensation for your review and
comments.   In addition, find attached our draft disclosure for
Debt Extinguishment that was requested. 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.  Thank you for your assistance.

    1.  RESTATEMENT
OF 2007 CONSOLIDATED FINANCIAL STATEMENTS

    During
the fourth quarter 2007, we made an error in our amortization of the note
discount originating from the determination of the fair value of the conversion
feature (embedded derivative) included in the debt. The impact of this error was
an understatement of 2007 interest expense of $378,639 and an overstatement in
the balance sheet account “Other - embedded derivatives”.  In
addition, the balance after the restatement of $528,350 in “Other – embedded
derivatives” has been classified as an adjustment to “Convertible Notes” to
offset the debt balance.

    The
effect of the restatement on results of operations and financial position as of
and for the year ended December 31, 2007 are as follows:

                    As
      previously

                    reported

                    Restated

                    Total
      revenue

                  $
                  395,541

                  $
                  395,541

                    Loss
      from Operations

                  (1,188,901
                  )

                  (1,188,901
                  )

                    Interest
      expense

                  (2,868,455
                  )

                  (3,247,094
                  )

                    Net
      Loss

                  (4,057,356
                  )

                  (4,435,995
                  )

                    Net
      loss per common share – basic

                  (0.003
                  )

                  (0.003
                  )

                    Other
      – embedded derivative

                  $
                  906,989

                  $
                  -

                    Total
      assets

                  3,675,448

                  2,768,459

                    Convertible
      debt

                  9,568,239

                  9,039,889

                    Total
      Liabilities

                  20,876462

                  20,348,112

                    Stockholders’
      equity

                  (17,201,014
                  )

                  (17,579,653
                  )

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

    www.goldspring.us

    2.  ITEM
9A(T). CONTROLS AND PROCEDURES.

    Evaluation
of Disclosure Controls and Procedures

    As of the
end of the period covered by this Annual Report on Form 10-K, management
performed, with the participation of our Chief Executive Officer and Chief
Financial 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 Chief Executive Officer and our
Chief Financial Officer, to allow timely decisions regarding required
disclosures. Based on the evaluation as described above, our internal control
over financial reporting, disclosure controls and procedures as of December 31,
2008 are adequate.

    Management's
Annual Report on Internal Control Over Financial Reporting.

    Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:

    (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets;

    (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements; and

    (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized transactions.

    Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

    Management's
assessment of the effectiveness of our internal control over financial reporting
is for the year ended December 31, 2008. In making this assessment, our
management used 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.

    Management's
assessment of the effectiveness of the business issuer's internal control over
financial reporting is as of the year ended December 31, 2008. We believe that
internal control over financial reporting is effective as of December 31,
2008.

    This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.

    There
have been no changes during the quarter ended December 31, 2008 in our Company's
internal control over financial reporting identified in connection with the
evaluation required by Exchange Act Rules 13a-15(d) and 15d-15(d) that have
material affected, or are reasonably likely to materially affect, our internal
controls over our financial reporting.

        2

     3.  SHARE
BASED COMPENSATION

    Effective
2006, the Company adopted a stock option and incentive plan (“2006 Plan”), which
provided for a maximum of 800,000,000 shares of common stock to be
issued.  Under the plan, stock options generally vest over three and
expire in ten years from the date of the grant.  Options are granted
to employees and non-employee directors at exercise prices equal to the fair
market value at the date of the grant.

    As of
January 01, 2008, Goldspring Inc had 2,743,508,248 outstanding common shares and
10,000,000 outstanding Standard Employee Options and Warrants to acquire company
shares, of which 10,000,000 of these derivatives were vested and exercisable.
During the period ended December 31, 2008, 10,000,000 of these derivatives were
exercised. Standard Employee Options and Warrants outstanding at December 31,
2008 were 182,000,000. No Standard Employee Options and Warrants expired during
the period ended December 31, 2008. Outstanding common shares totaled
3,380,948,371 at December 31, 2008.

    The
Company recognizes stock based compensation expense over the requisite service
period of the individual grant, which generally equals the vesting
period.  The plan entitles the holder to shares of common stock when
the award vests.   Awards generally vest ratably over three
years.  The fair value of the award is based upon the market price of
the underlying common stock as of the date of the grant and is amortized over
the applicable vesting period using the straight-line method.  The
Company uses newly issued shares of common stock to satisfy option exercises and
stock awards.

    The fair
value of each grant was estimated at the date of the grant using the
Black-Scholes option pricing model.  Black-Scholes utilizes
assumptions related to volatility, the risk free interest rate, the dividend
yield (which is assumed to be zero, as the Company has not paid, nor anticipates
paying any, cash dividends and employee exercise behavior.  Expected
volatilities utilized in the model are based mainly on the historical volatility
of the Company’s stock price and other factors.

    The
following is a summary of the assumptions used and the weighted average
grant-date fair value of the stock options granted during the fiscal years ended
December 31, 2008 and 2007.

                                                  2008

                                                  2007

                                                  Expected
      volatility

                                                199
                                                %

                                                206
                                                %

                                                  Expected
      term (years)

                                                5.14

                                                5.70

                                                  Risk
      free rate

                                                3.09
                                                %

                                                3.67
                                                %

                                                  Dividend
      Yield

                                                0.0
                                                %

                                                0.0
                                                %

                                                  Weighted
      average grant date fair value

                                                $
                                                0.01

                                                $
                                                0.01

    Compensation
expense for stock options is recognized using the fair value when the stock
options are granted and is amortized over the options' vesting period. During
the 12 month ended December 31, 2008, $2,305,102 was recognized as compensation
expense in the consolidated statements of loss with a corresponding increase in
contributed surplus. As at December 31, 2008, 182,000,000 stock options were
exercisable and the weighted average years to expiration were 9.3
years.

    A summary
of the option activity under the Company’s share base compensation plan for the
fiscal years ended December 31, 2008 and 2007 is as follows:

                                      2008
      Options

                                      2008
      Weighted Average Exercise Price

                                      2007
      Options

                                      2007
      Weighted Average Exercise Price

                                      Balance,
      Beginning of year

                                    10,000,000

                                    $
                                    0.00963

                                    0

                                          Granted

                                    182,000,000

                                    $
                                    0.011

                                    10,000,000

                                    $
                                    0.00963

                                          Exercised

                                    (10,000,000
                                    )

                                    $
                                    0.00963

                                    0

                                          Forfeited

                                    -

                                    0

                                      Balance,
      end of year

                                    182,000,000

                                    $
                                    0.011

                                    10,000,000

                                    $
                                    0.00963

                                      Exercisable
      at December 31,

                                    170,000,000

                                    $
                                    0.0104

                                    10,000,000

                                    $
                                    0.00963

        3

    The
following table sets forth stock options outstanding at December 31,
2008.

                  Total
      Outstanding Options:

                  182,000,000

                  Total
      "in-the-money" Outstanding Options:

                  170,000,000

                  Average
      Price of Outstanding Options:

                  $0.0110

                  Average
      Price of "in-the-money" Outstanding Options:

                  $0.0104

                  Total
      Vested Options:

                  170,000,000

                  Total
      "in-the-money" Vested Options:

                  170,000,000

                  Average
      Price of Vested Options:

                  $0.0104

                  Average
      Price of "in-the-money" Vested Options:

                  $0.0104

                  Total
      Unvested Options:

                  12,000,000

                  Total
      "in-the-money" Unvested Options:

                  0

        Options
Breakdown by Range as at 12/31/2008

                                        Outstanding

                                        Vested

                                        Range

                                        Outstanding
      Options

                                        Remaining
      Contractual Life

                                        Weighted
      Average Outstanding Strike Price

                                        Vested
      Options

                                        Remaining
      Vested Contractual Life

                                        Weighted
      Average Strike Price

                                        $0.000
      to $0.040

                                      182,000,000

                                      9.3819

                                      $
                                      0.0110

                                      170,000,000

                                      9.3555

                                      $
                                      0.0104

                                        $0.050
      to $0.090

                                      0

                                      0.0000

                                      $
                                      0.0000

CORRESP
1
filename1.htm

    Unassociated Document

    March 27,
2009

    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-KSBfor Fiscal Year Ended
December 31, 2007, As Amended

    Filed December 10, 2008

    Form 10-Q Fiscal Quarter Ended
September 30, 2008

    Filed November 14, 2008

    Response Letter Dated February 26,
2009

    File No. 000-32429

    Dear Ms.
Davis:

    Pursuant to your request, find below
draft disclosure for your review and comment for the following items: 1.)
Restatement of 2007 Consolidated Financial Statements 2.). ITEM 9A(T). CONTROLS
AND PROCEDURES, and 3.) Share Based Compensation.   In addition,
find below our response to our conversation regarding Item
4.02(a).  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.

    1.  RESTATEMENT
OF 2007 CONSOLIDATED FINANCIAL STATEMENTS

    After
further review, we have decided to expense $378,639 included in the balance for
“Other – embedded derivatives” at December 31, 2007.  Although we
believe this amount to be immaterial based on our interpretation of SAB 99, we
are making the adjustment to maintain the relevance of our reported financial
information and to improving its overall usability for our
readers.   In addition, the balance after the restatement of
$528,350 in “Other – embedded derivatives” has been classified as an adjustment
to “Convertible Notes” for comparative reasons.

    The
effect of the restatement on results of operations and financial position as of
and for the year ended December 31, 2007 are as follows:

                  As
      previously

                  reported

                  Restated

                  Total
      revenue

                $
                395,541

                $
                395,541

                  Loss
      from Operations

                (1,188,901
                )

                (1,188,901
                )

                  Interest
      expense

                (2,868,455
                )

                (3,247,094
                )

                  Net
      Income

                (4,057,356
                )

                (4,435,995
                )

                  Other
      – embedded derivative

                $
                906,989

                $
                -

                  Total
      assets

                3,675,448

                2,768,459

                  Convertible
      debt

                9,568,239

                9,039,889

                  Total
      Liabilities

                20,876462

                20,348,112

                  Stockholders’
      equity

                (17,201,014
                )

                (17,579,653
                )

    2.  ITEM
9A(T). CONTROLS AND PROCEDURES.

    Evaluation
of Disclosure Controls and Procedures

    As of the
end of the period covered by this Annual Report on Form 10-K, management
performed, with the participation of our Chief Executive Officer and Chief
Financial 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 Chief Executive Officer and our
Chief Financial Officer, to allow timely decisions regarding required
disclosures. Based on the evaluation and the identification of the significant
deficiencies in our internal control over financial reporting described below,
which we do not believe to be material weaknesses, our Chief Executive Officer
and our Chief Financial Officer concluded that, as of December 31, 2007, our
disclosure controls and procedures were effective.

    Management's
Annual Report on Internal Control Over Financial Reporting.

    Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:

    (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets;

    (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements; and

    (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized transactions.

    Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

    Management's
assessment of the effectiveness of our internal control over financial reporting
is for the year ended December 31, 2008. In making this assessment, our
management used 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.

    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, 2008. We believe
that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current operations and any risks or errors in financial reporting under
current operations.

        2

    This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.

    There was no change in our internal
control over financial reporting that occurred during the fiscal quarter ended
December 31, 2008, that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.

    There
have been no changes during the quarter ended December 31, 2008 in our Company's
internal control over financial reporting identified in connection with the
evaluation required by Exchange Act Rules 13a-15(d) and 15d-15(d) that have
material affected, or are reasonably likely to materially affect, our internal
controls over our financial reporting.

     3.  SHARE
BASED COMPENSATION

    Effective
2006, the Company adopted a stock option and incentive plan (“2006 Plan”), which
provided for a maximum of 800,000,000 shares of common stock to be
issued.  Under the plan, stock options generally vest over three and
expire in ten years from the date of the grant.  Options are granted
to employees and non-employee directors at exercise prices equal to the fair
market value at the date of the grant.

    As of
January 01, 2008, Goldspring Inc had 3,378,948,371 outstanding common shares and
10,000,000 outstanding Standard Employee Options and Warrants to acquire company
shares, of which 10,000,000 of these derivatives were vested and exercisable.
During the period ended December 31, 2008, 10,000,000 of these derivatives were
exercised. Standard Employee Options and Warrants outstanding at December 31,
2008 were 182,000,000. No Standard Employee Options and Warrants expired during
the period ended December 31, 2008. Outstanding common shares totaled
3,380,948,371 at December 31, 2008.

    The
Company recognizes stock based compensation expense over the requisite service
period of the individual grant, which generally equals the vesting
period.  The plan entitles the holder to shares of common stock when
the award vests.   Awards generally vest ratably over three
years.  The fair value of the award is based upon the market price of
the underlying common stock as of the date of the grant and is amortized over
the applicable vesting period using the straight-line method.  The
Company uses newly issued shares of common stock to satisfy option exercises and
stock awards.

    The fair
value of each grant was estimated at the date of the grant using the
Black-Scholes option pricing model.  Black-Scholes utilizes
assumptions related to volatility, the risk free interest rate, the dividend
yield (which is assumed to be zero, as the Company has not paid, nor anticipates
paying any, cash dividends and employee exercise behavior.  Expected
volatilities utilized in the model are based mainly on the historical volatility
of the Company’s stock price and other factors.

    The
following is a summary of the assumptions used and the weighted average
grant-date fair value of the stock options granted during the fiscal years ended
December 31, 2008 and 2007.

                2008

                2007

                Expected
      volatility

                199%

                206%

                Expected
      term (years)

                5.14

                5.70

                Risk
      free rate

                3.09%

                3.67%

                Dividend
      Yield

                0.0%

                0.0%

                Weighted
      average grant date fair value

                $0.01

                $0.01

    Compensation
expense for stock options is recognized using the fair value when the stock
options are granted and is amortized over the options' vesting period. During
the 12 month ended December 31, 2008, $2,305,102 was recognized as compensation
expense in the consolidated statements of loss with a corresponding increase in
contributed surplus. As at December 31, 2008, 182,000,000 stock options were
exercisable and the weighted average years to expiration were 9.3
years.

        3

    A summary
of the option activity under the Company’s share base compensation plan for the
fiscal years ended December 31, 2008 and 2007 is as follows:

                      2008

                      Options

                      2008

                      Weighted

                      Average

                      Exercise
      Price

                      2007

                      Options

                      2007

                      Weighted

                      Average

                      Exercise
      Price

                      Balance,
      Beginning of year

                    10,000,000

                    $
                    0.00963

                    0

                          Granted

                    182,000,000

                    $
                    0.011

                    10,000,000

                    $
                    0.00963

                          Exercised

                    (10,000,000
                    )

                    $
                    0.00963

                    0

                          Forfeited

                    -

                    0

                      Balance,
      end of year

                    182,000,000

                    $
                    0.011

                    10,000,000

                    $
                    0.00963

                      Exercisable
      at December 31,

                    170,000,000

                    $
                    0.0104

                    10,000,000

                    $
                    0.00963

    The
following table sets forth stock options outstanding at December 31,
2008.

                    Total
      Outstanding Options:

                   182,000,000

                    Total
      "in-the-money" Outstanding Options:

                    170,000,000

                    Average
      Price of Outstanding Options:

                   $0.0110

                    Average
      Price of "in-the-money" Outstanding Options:

                    $0.0104

                    Total
      Vested Options:

                  170,000,000

                    Total
      "in-the-money" Vested Options:

                  170,000,000

                    Average
      Price of Vested Options:

                   $0.0104

                    Average
      Price of "in-the-money" Vested Options:

                    $0.0104

                    Total
      Unvested Options:

                  12,000,000

                    Total
      "in-the-money" UN-Vested Options:

                  0

            Options
Breakdown by Range as at 12/31/2008

                      Outstanding

                      Vested

                      Range

                      Outstanding
      Options

                      Remaining
      Contractual Life

                      WA
      Outstanding Strike Price

                      Vested
      Options

                      Remaining
      Vested Contractual Life

                      WA
      Vested Strike Price

                      $0.000
      to $0.040

                      182,000,000

                      9.3819

                      $0.0110

                      170,000,000

                      9.3555

                      $0.0104

                      $0.050
      to $0.090

                      0

                      0.0000

                      $0.0000

                      0

                      0.0000

                      $0.0000

                      $0.100
      to $0.140

                      0

                      0.0000

                      $0.0000

                      0

                      0.0000

                      $0.0000

                      $0.150
      to $0.190

                      0

                      0.0000

                      $0.0000

                      0

                      0.0000

                      $0.0000

                      $0.200
      to $0.250

                      0

                      0.0000

                      $0.0000

                      0

                      0.0000

                      $0.0000

                      $0.000
      to $0.250

                      182,000,000

                      9.3819

                      $0.0110

                      170,000,000

                      9.3555

                      $0.0104

    The total
options outstanding at December 31, 2008 had a weighted average remaining life
of 9.3 years and an average intrinsic value of $618,000 based upon the closing
price of the Company’s common stock of March 20, 2009.  The total
options exercisable at December 31, 2008 had a weighted average remaining life
of 9.3 years and an average intrinsic value of $618,000 based upon the closing
price of the Company’s common stock of March 20, 2009.  The options
exercised in 2008 were “cashless options”.  Because the Company
maintained a full valuation allowance on our

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE

        February 26, 2009

Mr. Robert T. Faber
President and Chief Financial Officer Goldspring, Inc. P.O. Box 1118 Virginia City, Nevada 89440
 Re: Goldspring, Inc.
  Form 10-KSB for Fiscal Year Ended December 31, 2007, As Amended
Filed November 21, 2008 Response Letter Dated February 9, 2009 File No. 000-32429

 Dear Mr. Faber:
We have reviewed your response letter and have the following comments.  We
have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Form 10-KSB/A-1 For the Fiscal Year Ended December 31, 2007

Consolidated Balance Sheet, pages F-3 and F-4
 1. We note from your response to prior comment number three that the “Other-embedded derivatives” line item, which you intend to re-title 'Discount on convertible notes payable” “represents the discount on convertible note proceeds associated with the fair value of the embedded derivative features consisting of warrants and conversion rights bifurcated from the host instrument, determined in accordance with the guidance provided in SFAS 133 and EITF 00-19.”  Based on this explanation and further clarification provided in response to prior comment number eight, it is unclear to us why the fair value of the warrants and embedded conversion feature were recorded “offset by an equivalent note discount asset.”  In this regard, the separately recorded warrant liability and embedded conversion

Mr. Robert T. Faber
Goldspring, Inc.
February 26, 2009 Page 2

feature liability under EITF 00-19 are initially measured at fair value, with subsequent changes in fair value reported in earnings.  To help us better understand your accounting, please provide us with a sample of a journal entry you recorded upon receipt of cash for issuance of a convertible note during 2006.  In addition, please contact us at your earliest convenience to further discuss your responses.
 2. We further note, with respect to the ‘Discount on convertible notes payable’ line item, your response to prior comment number eight, under the heading ‘Amortization of Note Discount.’  Please clarify for us the different components
that make up this line item.  In this regard, it appears this line item includes i) the fair value of the warrants and embedded conversion feature, and ii) the discount attributable to the convertible notes.  Our confusion stems from our understanding that a note discount represents the difference between the net proceeds, after expense, received upon issuance of debt and the amount repayable at its maturity.  Please advise.

3. We also note, with regard to the note discount, your response to prior comment
number 12 where you state your belief that suspending the amortization of note discount and reversing the 2007 amortization of note discount as a result of failing to make scheduled payments was appropriate “because the impact of these entries, recorded or not, were not material to the financial statements…”  You further state in your response that “given the lack of materiality and since it was both impractical and costly to attempt to anticipate the ultimate outcome of the negotiations, we concluded that suspension resulted in the fairest presentation of our financial position.”  Please provide us with the amounts you determined were not material to your financial statements.  We may have further comment.

Reclamation Liabilities and Asset Retirement Obligations, page F-11

4. We have considered your response to prior comment number six and note the following:

i) you did not initially record your 2004 asset retirement obligation in accordance with the initial recognition and measurement provisions of FAS 143.  However, you represent that the initial amount of the asset retirement obligation reported in 2004, which equaled the value of the cash bond provided to the Nevada Division of Environmental Protection, did not materially differ from the asset retirement obligation calculated in accordance with FAS 143; and
 ii) in periods subsequent to initial measurement, you did not recognize period-to-period changes in the liability for your asset retirement

Mr. Robert T. Faber
Goldspring, Inc.
February 26, 2009 Page 3

obligation resulting from (a) the passage of time and (b) revisions to either the timing or the amount of the original estimate of undiscounted cash flows.  However, you believe there is no material variance between the amount of the asset retirement obligation as at December 31, 2007, totaling $553,190, and the amount that you indicate should have been reported based upon initial 2004 calculations, totaling $606,018.  Your assessment is the same for the period ended September 30, 2008.

Based solely on the materiality assessments you provide in your response, please confirm, if true, that you will comply with the subsequent recognition and measurement provisions of paragraphs 13 through 15 of FAS 143 going forward, to the extent material to your financial statements, or otherwise advise.
 Note 13 – Subsequent Events, page F-26

 5. We note from your response to prior comment number eight that “On February 20, 2008, as a result of the Company completing other financing arrangements, a “favored nations” clause was triggered in the convertible notes, which modified the notes conversion feature and effectively established a fixed conversion rate of $0.01.”  We further note in your response that the “guidance provides that the modified conversion feature be revalued to its fair value and the change reported as debt extinguishment gain or loss.”  Based on the modifications as described and your response to prior comment number four that the “modification, among other things, establishes a fixed conversion price for the shares thereby removing the derivative feature,” please expand your disclosure as appropriate to explain whether or not you will continue to report a conversion feature liability in accordance with EITF 00-19.  Please provide us with a sample of the revised disclosure you intend to include in your 2008 filings surrounding the accounting for the modification of terms of your convertible notes, including the balance sheet and income statement presentation surrounding the extinguishment.
 6. We also note from your response, with respect to the warrants issued with the convertible notes, that “Management believes that the warrant was unaffected by the modification and we will restore its fair value to derivative liabilities.”  Based on this response, please clarify whether the conversion terms of the warrants changed upon the triggering of the “favored nations” clause.  In this regard, we note disclosure on page 6 of the amended Form 10-KSB for the fiscal year ended December 31, 2007 that the warrants had conversion terms with “exercise prices based upon the same formulas as for conversion of the amounts due under the notes. ”  Please also clarify what you mean by your statement that you “will restore its fair value to derivative liabilities.”  Also, please address whether or not you will continue to account for the warrants as derivative liabilities under EITF 99-19.

Mr. Robert T. Faber
Goldspring, Inc. February 26, 2009 Page 4

 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.
You may contact Jennifer O’Brien at (202) 551-3721 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

    Unassociated Document

    March 18,
2009

    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-KSBfor Fiscal Year Ended December 31, 2007, As Amended

                Filed
      December 10, 2008

                Form
      10-Q Fiscal Quarter Ended September 30, 2008

                Filed
      November 14, 2008

                Response
      Letter Dated February 26, 2009

                File
      No. 000-32429

      Dear Ms.
Davis:

    We are in receipt of your letter to us,
dated February 26, 2009 regarding the Form 10-KSB/A we filed on December 10,
2008 (the “10-KSB/A”), Form 10-Q for Fiscal Quarter Ended September 30 2008 we
filed on November 14, 2008 and our Response Letters dated November 21, 2008 and
February 9, 2009.  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/A-1 for the
Fiscal Year Ended December 31, 2007

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

    Comment
#1:

    We
note from your response to prior comment number three that the “Other-embedded
derivatives” line item, which you intended to re-title “Discount on convertible
notes payable” “represents the discount on convertible note proceeds associated
with the fair value of the embedded derivative features consisting of warrants
and conversion rights bifurcated from the host instrument, determined in
accordance with the guidance provided in SFAS 133 and EITF
00-19.”  Based on this explanation and further clarification provided
in response to prior comment number eight, it is unclear to us why the fair
value of the warrants and embedded conversion features were recorded “offset by
an equivalent note discount asset.”  In this regard, the separately
recorded warrant liability and embedded conversion feature liability under EITF
00-19 are measured at fair value, with subsequent changes in fair value reported
in earnings.  To help us better understand your accounting, please
provide us with a sample of a journal voucher entry you recorded upon receipt of
each issuance of a convertible note during 2006.  In addition, please
contact us at your earliest convenience to further discuss your
responses.

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

          www.goldspring.us

    RESPONSE to Comment
#1

    We
apologize for our lack of clarity in our explanations.  As you
requested, we are providing the following sample journal entries to assist
you.

    Issuance:

                                                Cash

                                                $300,000

                                              Secured Notes
      Payable

                                              $300,000

                                              Discount on Convertible
      Notes Payable
                                              $233,957

                                              Derivative
      Liability

                                              $233,957

      Period Amortization of
Discount on Convertible Notes Payable:

                                                        Interest
      Expense

                                                        $10,689

                                                      Discount on Convertible
      Notes Payable

                                                      $10,689

    Period Adjustment to Fair
Value of Derivative Liability:

                                                      Derivative Liability

                                                      $3,226

                                                    Other Income -
      Derivatives

                                                    $3,226

    We
understand that EITF 00-19 paragraph 7 states, “The initial balance sheet
classification of the contracts addressed in this Issue generally is based on
the concept that contracts that require net-cash settlement are assets or
liabilities and contracts that require settlement in shares are equity
instruments.  If the contract provides the company with a choice of
net-cash settlement or settlement in `shares, the Model assumes settlement in
shares.”  Since our contract provides us with the choice of
settlement, the EITF would suggest that the balance sheet classification for our
derivatives should be as an equity settlement.

    However,
we have presented the derivatives as liabilities because, as we tried to explain
in our response to comment #8 on February 9, 2009, we noted that EITF 00-19
paragraph 19 provides that, “since the maximum shares issued are not capped, the
Company may not have enough authorized shares to permit a settlement in shares
and may need to seek board approval for additional authorized
shares.  Accordingly, since the share settlement may not be in the
Company’s control and because of this potential lack of control, we classified
the fair value of the warrants as a liability rather than equity.”

    As a
result of the foregoing, we have presented the accounting for our derivatives as
liabilities as presented in the sample journal entries
above.  However, in order to have a more conforming presentation, we
will modify our reporting of these notes to offset the Secured Notes Payable
with the Discount on Convertible Notes, thereby showing the Secured Notes
Payable net of the associated discount on the liability side of our balance
sheet.

        2

    Comment
#2:

    We further note, with respect to the
'Discount on convertible notes payable' line item, your response to prior
comment number eight, under the heading 'Amortization of Note: Discount.' Please
clarify for us the different components that make up this line item. In this
regard, it appears this line item includes i) the fair value of the warrants and
embedded conversion feature, and ii) the discount attributable to the
convertible notes. Our confusion stems from our understanding that a note
discount represents the difference between the net proceeds, after expense,
received upon issuance of debt and the amount repayable at its maturity. Please
advise.

    RESPONSE to Comment
#2

    Again, we
apologize for our lack of clarity.  Our previous response (Feb 9,
2009) to your comment #8 under the caption “Amortization of Note Discount” was
attempting to explain the ongoing operation of the sample journal entries listed
above in RESPONSE to Comment #1.

    The
sample entry in RESPONSE to Comment #1 above labeled “Issuance” indicates that
the discount originates as a result of the determination of the fair value of
the derivative at issuance.  As previously discussed, because we
determined that the derivative should be reported as a liability, the offset to
recording the fair value of the derivative was recorded as a discount adjustment
to the effective interest rate of the note.  This Note Discount is
then amortized over the life of the note as additional interest
expense.  Please refer to the sample entry in RESPONSE to Comment #1
above labeled “Period Amortization of Discount on Convertible Notes Payable
“.  This unamortized discount is the composition of the balance sheet
item to be labeled “Discounts on Convertible Notes Payable” formerly titled
“Other – embedded derivatives”.  Based on the revised presentation of
Secured Notes Payable net of Discount on Convertible Notes, the Notes will now
accrete up to their face value rather than amortizing the
discount.  There is no impact on the Statement of Operations as both
presentations result in the same additional interest charge regardless of the
balance sheet classification.

    Comment
#3:

    We
also note, with regard to the note discount, your response to prior comment
number 12 where you state your belief that suspending the amortization of note
discount and reversing the 2007 amortization of note discount as a result of
failing to make scheduled payments was appropriate "because the impact of these
entries, recorded or not, were; not material to the financial statements." You
further state in your response that '''given the lack of materiality and since
it was both impractical and costly to attempt to anticipate the ultimate outcome
of the negotiations, we concluded that suspension resulted in the fairest
presentation of our financial position-" Please provide us with the amounts you
determined were not material to your financial statements. We may have further
comment.

    RESPONSE to Comment
#3

    Our
original reported balance for “Discount on Convertible Notes Payable” at
December 31, 2007 did not reflect a $378,639 potential adjustment that we deemed
was immaterial for the qualitative reasons previously
discussed.    Although we believe that this amount was not
material, we also believe in maintaining the relevancy of our reported financial
information in addition to improving its overall usability for our
readers.  Accordingly, we propose to resolve this matter in our 2008
10-K to be filed imminently.

        3

    Reclamation Liabilities and
Asset Retirement Obligations, page F-11

    Comment
#4:

    We
have considered your response to prior comment six and note the
following:

    i)
you did not initially record your 2004 asset retirement obligation in accordance
with the initial recognition and measurement provisions of FAS 143. However, you
represent to the initial amount of the asset retirement obligation reported in
2004, which equaled the value of the cash bond provided to the Nevada Division
of Environmental Protection, did not materially differ from the asset retirement
obligation calculated in accordance with FAS 143; and

    ii)
in periods subsequent to initial measurement, you did not recognize
period-to-period changes in the liability for your asset retirement obligation
resulting from (a) the passage of time and (b) revisions to either the timing or
the amount of the original estimate of undiscounted cash flows. However, you
believe there is no material variance between the amount of the asset retirement
obligation as at December 31,2007, totaling $553,1 90, and the amount that you
indicate should have been reported based 'upon initial 2004 calculations,
totaling $606,018. Your assessment is the same for the period ended September
30, 2008.

    Based
solely on the materiality assessments you provide in your response, please
confirm, if true, that you will comply with the subsequent recognition and
measurement provisions of paragraphs 13 through 15 of FAS 143 going forward, to
the extent material to your financial statements, or otherwise
advise.

    RESPONSE to Comment
#4

    We agree
to comply with the subsequent recognition and measurement provisions of
paragraphs 13 through 15 of SFAS 143 going forward.

    Note 13 – Subsequent Events,
pages F-26

    Comment
#5:

    We
note from your response to prior comment number eight that "On February 20,
2008, as a result of the Company completing other financing arrangements, a
"favored nations" clause was triggered in the convertible notes, which modified
the notes conversion feature and effectively established a fixed conversion rate
of $0.01." We further note in your response that the "guidance : provides that
the modified conversion feature be revalued to its fair value and the change
reported as debt extinguishment gain or loss," Based on the modifications as
described and your response to prior comment number four that the
''modification, among other things, establishes a fixed conversion price for the
shares thereby removing the derivative feature," please expand your disclosure
as appropriate to explain whether or not you wil1 continue to report a
conversion feature liability in accordance with EITF 00-19. Please provide us
with a sample of the revised disclosure you intend to include in your 2008
filings surrounding the accounting for the modification of terms of your
convertible notes, including the balance sheet and income statement presentation
surrounding the extinguishment

        4

    RESPONSE to Comment
#5

    In
response to your comment, we propose to revise our note disclosure in our filing
for 2008 to read as follows:

    Convertible
Notes Payable – 2006 & 2007

    The
convertible notes payable as of December 31, 2008 are as follows:

                                              Issued date

                                              Face amount

                                              Winfield
      Debenture Payable

                                              5/15/2006

                                            $
                                            300,000

                                              Winfield
      Debenture Payable

                                              6/21/2006

                                            300,000

                                              Winfield
      Debenture Payable

                                              8/23/2006

                                            300,000

                                              Longview
      Debenture Payable

                                              8/24/2006

                                            300,000

                                              Winfield
      Debenture Payable

                                              12/12/2006

                                            100,000

                                              Winfield/Longview
      Debenture Payable

                                            Q1
      2007

                                            331,120

                                              Winfield/Longview
      Debenture Payable

                                            Q2
      2007

                                            288,880

                                              Winfield/Longview
      Debenture Payable

                                              4/1/2007

                                            250,000

                                              Total

                                            $
                                            2,170,000

    On August
23 and 24, 2006, the Company formally entered into an agreement with several
investors to loan the Company $1,900,000, which was amended in March 2007,
increasing the loan amount to $2,200,000. The notes bear interest at 12% per
annum, payable on the first of each month commencing October 1, 2006, along with
1/24 of the face amount of such notes.  The notes are also convertible
into Common Stock at a 50% discount to market until the underlying shares are
registered and at a 15% discount to market thereafter. As additional
consideration, the investors were issued a total of 20,000,000 warrants to
purchase common stock at exercise prices based upon the same formulas for
conversion of the amounts due under the notes. The notes are secured by a lien
on the assets of Goldspring, Inc. and a pledge of all of the interests in Plum
Mine Special Purpose, LLC, which owns the Plum Mine operation. In connection
with this loan, the lender has agreed to acquire the existing mortgage on the
Plum Mine property from the Brockbank Trust. To date, $2,170,000 of the
$2,200,000 has been funded by the investors.  As of December 31, 2008,
we had failed to make any monthly payments on the notes and they are in
default.

    On
February 20, 2008, as a result of the Company completing other financing
arrangements, a “favored nations”

CORRESP
1
filename1.htm

    Unassociated Document

    February
9, 2009

    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-KSBfor Fiscal Year Ended
December 31, 2007, As Amended

    Filed December 10, 2008

    Form 10-Q Fiscal Quarter Ended
September 30, 2008

    Filed November 14, 2008

    Response Letter Dated November 21,
2008

    File No. 000-32429

    Dear Ms.
Davis:

    We are in receipt of your letter to us,
dated January 5, 2009 regarding the Form 10-KSB/A we filed on December 10, 2008
(the “10-KSB/A”), Form 10-Q for Fiscal Quarter Ended September 30 2008 we filed
on November 14, 2008 and our Response Letter dated November 21,
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/A-1 for the
Fiscal Year Ended December 31, 2007

    Executive Compensation, page
28

    Stock Options, page
29

    Comment
#1:

    We
note from your response to prior comment number six that you granted stock
options in 2007.  However, you indicate in your response to number
seven that the disclosures under paragraphs 64 and A240 and A241 of FAS 123R
were inapplicable to the Form 10-KSB for the fiscal year ended December 31,
2007.  Please further support your conclusion that such disclosures
were unnecessary given your grant of stock options during 2007.

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

          www.goldspring.us

    Our
response to prior comment number seven was referring to Mr. Faber’s options
which were not granted until January 2008.  As indicated in our
response to prior comment number six, Mr. Golden was granted options in
2007.  To provide appropriate disclosure concerning Mr. Golden’s
options, we are proposing to add the following footnote to our financial
statements and insert a reference to that footnote in the “Stock Options”
section on page 37

    Stock
Options

    On
December 13, 2007, the Company granted a stock option to Jim Golden, it’s COO,
as stipulated in his Executive Employment Agreement, which became effective on
that same date.   The Agreement carries a three year
term.  Pursuant to the Agreement, Mr. Golden was granted 10,000,000
stock options currently at a strike price of $0.00963, which was equal to the
current market price of its common shares on that date of the
grant.   The options may be exercised up to 10 years provided Mr.
Golden remains our employee, otherwise the agreement requires the stock options
to be exercised or canceled upon separation.

    The
Agreement also provides for the issuance of additional grants of 10,000,000
stock options for each additional 100,000 ounces of gold resources, up to a
maximum of 90,000,000 total additional stock options.  Due to the
uncertainty involved in locating additional gold resources, we have determined
that the additional 90,000,000 stock options are not earned and should not be
included in our financial reporting until such time as the uncertainty is
resolved or the determination of gold resources can be reasonably
estimated.

     We
determined the value of the 10,000,000 stock options granted by utilizing the
Black-Scholes formula.  Our calculations were based on a three year
life (life of the employment agreement), a volatility of 225% and a risk free
interest rate of 3.07%.  Our calculations indicate that the value of
the options granted were immaterial.   At December 31, 2007, the
Company did not have any other options outstanding.

    Evaluation of Disclosure
Controls and Procedures, page 34

    Comment
#2:

    We
note from your disclosure under this heading, which states “Based on the
evaluation and the identification of the significant deficiencies in our
internal control over financial reporting described below, which we do not
believe to be material weakness, our Chief Executive Officer and our Chief
Financial Officer concluded that as of December 31, 2007, our disclosure
controls and procedures were effective.”  Please explain in greater
detail how you were able to determine that your disclosure controls and
procedures were effective as of December 31, 2007 even though you specifically
reference significant deficiencies in your internal control over financial when
including on the effectiveness of your disclosure controls and
procedures.  Please also contact us to discuss.

    We have
reviewed the language in Item 8A (T) and have concluded that the items discussed
were indeed not significant deficiencies, so our internal controls are fully
effective.  Therefore, we revised Item 8A (T) as follows:

    ITEM
8A (T). CONTROLS AND PROCEDURES.

    Evaluation
of Disclosure Controls and Procedures

    As of the
end of the period covered by this Annual Report on Form 10-KSB, management
performed, with the participation of our Chief Executive Officer and Chief
Financial 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 Chief Executive Officer and our
Chief Financial Officer, to allow timely decisions regarding required
disclosures. Based on the evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that, as of December 31, 2007, our disclosure
controls and procedures were effective.

        2

    Management's
Annual Report on Internal Control Over Financial Reporting.

    Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting for the company in accordance with as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:

    (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets;

    (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements; and

    (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized transactions.

    Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

    Management's
assessment of the effectiveness of our internal control over financial reporting
is for the year ended December 31, 2007. In making this assessment, our
management used 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.

    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. We believe
that internal control over financial reporting is effective. We have not
identified any, current material weaknesses considering the nature and extent of
our current operations and any risks or errors in financial reporting under
current operations.

    This
annual report does not include an attestation report of the company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.

    There was
no change in our internal control over financial reporting that occurred during
the fiscal quarter ended December 31, 2007, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

    We have
identified conditions as of December 31, 2007 that we believe are not material
weaknesses in internal controls that include: 1) a lack of segregation of duties
in accounting and financial reporting activities; and 2) the lack of a
sufficient number of qualified accounting personnel. We have taken corrective
measures to remedy these deficiencies. These measures include our consolidation
of the corporate office with the office at the Plum Mine operation. This
consolidation has provided the corporate office with additional accounting
personnel. We believe that the presence of additional qualified accounting
personnel will allow us to effectively correct the lack of segregation of duties
in accounting and financial reporting activities.

    Our
former Chief Financial Officer became our Chief Executive Officer in September
2004. Our Company has not hired another individual to act as Chief Financial
Officer. We believe the absence of a full-time Chief Financial Officer or Chief
Accounting Officer has resulted in a significant deficiency with respect to the
lack of qualified accounting personnel. We have been able to mitigate this
deficiency by engaging outside consultants to assist the Company in its
accounting activities, but believe that the only effective long-term solution to
our accounting needs is to hire a qualified CFO. Due to our budgetary
constraints and the small size of our company we are uncertain as to when we
will be able to accomplish this. 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.

    We do not
believe that these deficiencies constitute material weaknesses because of (i)
additional accounting support through the office consolidation with Plum Mine
and (ii) the use of outside consultants.

    There
have been no changes during the quarter ended December 31, 2007 in our Company's
internal control over financial reporting identified in connection with the
evaluation required by Exchange Act Rules 13a-15(d) and 15d-15(d) that have
material affected, or are reasonably likely to materially affect, our internal
controls over our financial reporting.

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

    Comment
#3:

    We
note your inclusion of footnote 14 in response to prior comment number
eight.  However, based upon review of footnote 14, it remains unclear
what the line item “Other – embedded derivatives” represents.  In this
regard, you disclose that this balance represents the net debt discount
resulting from the original determination of the fair value of the conversion
feature (embedded derivatives) included in the debt, net of periodic
amortizations of interest expense.”  Please explain to us in greater
detail how you determine the balance of “Other – embedded derivatives,” and
specifically cite the accounting guidance you reference in determining the
appropriate accounting for this line item and the “Derivative liability” line
item.

    In order
to improve the clarity of our balance sheet and footnotes, we will change the
line item description “Other-embedded derivatives” to “Discount on convertible
notes payable”.  Correspondingly, we will modify footnote 14 to read
as follows:

    “Discounts
on convertible notes payable” totaling $906,989 at December 31, 2007 represents
the discount on convertible note proceeds associated with the fair value of the
embedded derivative features consisting of warrants and conversion rights
bifurcated from the host instrument, determined in accordance with the guidance
provided in SFAS 133 and EITF 00-19.

    “Derivative
liability” totaling $776,385 at December 31, 2007 represents the fair value of
the embedded derivative features consisting of warrants and conversion rights
bifurcated from the host instrument, determined in accordance with the guidance
provided in SFAS 133 and EITF 00-19.

        4

    Consolidated Statements of
Operations, pages F-5

    Comment
#4:

    We
have considered your response to prior comment number nine wherein you indicate
you did not report the change in fair value of your derivative assets and
liabilities, as prescribed by FAS 133, because you were in negotiations that you
believed would ultimately change the nature and character of the derivatives you
had recorded on your consolidated balance sheets.  We further note
your conclusion 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 ended.”  Based on your response, it appears you believe
that to record the change in fair value of your derivative assets and
liabilities would have been immaterial to your financial statements taken as a
whole.  If this is true, please provide a detailed materiality
analysis under SAB 99 your conclusion, or otherwise advise.

    In
assessing the materiality of changes in our derivative assets and liabilities,
in accordance with the guidance offered in SAB 99, we held to the overriding
premise as stated CON 2 that

    “The
omission or misstatement of an item in a financial report is material if, in the
light of surrounding circumstances, the magnitude of the item is such that it is
probable that the judgment of a reasonable person relying on the report would
have been changed or influenced by the inclusion or correction of the
item.”

    Our
assessment of materiality encompasses the following surrounding
circumstances.

    First and
foremost we are a test mine that is engaged in gold exploration.  All
investors in our company, both current and future, are fully aware that their
investment is at risk.  In our view, their decision to invest in our
company is primarily driven by our potential to locate and commercialize a gold
mining operation.  Cash burn and continued access to liquidity may
also be primary concerns, but the impact of a non-cash accounting entries on
reported operations is not.

    Second,
but no less important, is the fact that we have a material uncertainty regarding
our ability to continue as a going concern.  All investors in our
company, both current and future, are fully aware that we have sustained
operating losses and express no assurance that circumstances will change in the
foreseeable future.  We have reported operating losses in 2007 in
excess of $4 million annually and we have an accumulated a deficit to date of
approximately $32 million as of December 31, 2007.

    Thirdly,
the terms and conditions in the instruments that give rise to the embedded
conversion feature originally were modified in 2008.  The
modification, among other things, establishes a fixed conversion price for the
shares thereby removing the derivative feature.  We are currently in
our 2008 aud

CORRESP
1
filename1.htm

    Unassociated Document

    January
20, 2009

    Jennifer
O’Brien

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street N.E., Stop 7010

    Washington,
D.C. 20549

              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

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

    Filed November 10, 2008

    File No. 000-32429

    Dear Ms.
O’Brien:

    Pursuant
to our telephone conversation last Thursday, January 15, 2009, GoldSpring
intends to submit its response to the SEC Comment letter dated January 5, 2009
no later than Friday, February 13, 2009.  Our responses will address,
in detail, each of your comments including references to the respective
accounting literature used in determining the accounting
treatment.  In the event we have questions regarding the comments we
will contact your office for clarification.

    Once
again, thanks for taking the time to discuss the matters contained in your
letter.

    If you
have any questions, please contact me at 480-603-5151 or
775-847-5272.

    Sincerely,

    GOLDSPRING,
INC.

    By:
Robert T. Faber

    President

              Cc:

              Jolie
      Kahn

    Jill Davis

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

          www.goldspring.us

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        January 5, 2009

Mr. Robert T. Faber
Principal Officer Goldspring, Inc. P.O. Box 1118 Virginia City, Nevada 89440
 Re: Goldspring, Inc.
  Form 10-KSB for Fiscal Year Ended December 31, 2007, As Amended
Filed December 10, 2008
  Form 10-Q for Fiscal Quarter Ended September 30, 2008
Filed November 14, 2008 Response Letter Dated November 21, 2008 File No. 000-32429

 Dear Mr. Faber:
We have reviewed your filings and response letter and have the following
comments.  Where indicated, we think you should revise your document 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 information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Form 10-KSB/A-1 For the Fiscal Year Ended December 31, 2007

Executive Compensation, page 28

Stock Options, page 29
 1. We note from your response to prior comment number six that you granted stock options in 2007.  However, you indicate in your response to prior comment number seven that the disclosures under paragraphs 64 and A240 and A241 of FAS 123R were inapplicable to the Form 10-KSB for the fiscal year ended December 31, 2007.  Please further support your conclusion that such disclosures were unnecessary given your grant of stock options during 2007.

Mr. Robert T. Faber
Goldspring, Inc.
January 5, 2009 Page 2

 Evaluation of Disclosure Controls and Procedures, page 34

 2. We note your new disclosure under this heading, which states “Based on the evaluation and the identification of the significant deficiencies in our internal control over financial reporting described below, which we do not believe to be material weaknesses, our Chief Executive Officer and our Chief Financial Officer
concluded that, as of December 31, 2007, our disclosure controls and procedures were effective.”  Please explain in greater detail how you were able to determine that your disclosure controls and procedures were effective as of December 31, 2007 even though you specifically reference significant deficiencies in your internal control over financial reporting when concluding on the effectiveness of your disclosure controls and procedures.  Please also contact us to discuss.

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

3. We note your inclusion of footnote 14 in response to prior comment number eight.  However, based upon review of footnote 14, it remains unclear what the line item “Other – embedded derivatives” represents.  In this regard, you disclose that this balance “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.”  Please explain to us in greater detail how you determined the balance of “Other – embedded derivatives,” and specifically cite the accounting guidance you referenced in determining the appropriate accounting for this line item and the “Derivative liability” line item.

Consolidated Statements of Operations, page F-5

4. We have considered your response to prior comment number nine wherein you indicate you did not report the change in the fair value of your derivative assets and liabilities, as prescribed by FAS 133, because you were in negotiations that you believed would ultimately change the nature and character of the derivatives you had recorded on your consolidated balance sheets.  We further note your conclusion 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.”  Based on your response, it appears you believe that to record the change in the fair value of your derivative assets and liabilities would have been immaterial to your financial statements taken as a whole.  If this is true, please provide a detailed materiality analysis under SAB 99 that supports your conclusion, or otherwise advise.

Mr. Robert T. Faber
Goldspring, Inc.
January 5, 2009 Page 3

 Note 3 – Summary of Significant Accounting Policies, page F-8
 Revenue recognition, page F-9

 5. We note from your response to prior comment number ten that your “sales contract with the refiner, Johnson-Matthey, does not include pricing mechanisms; and that all “sales are based on the quantity of metals delivered and the value of the metals at the time of sale.”  Based upon your response, please explain why your disclosure under this heading continues to indicate that provisionally priced contracts may exist.  In this regard, your revenue recognition policy reads as follows:

Sales of gold and silver dore are recorded when title and risk of loss transfer to the refiner at current spot metals prices.  Sales are calculated based upon assay of the dore’s precious metal content and its weight. Recorded values are adjusted upon final settlement from the refiner which usually occurs within 24 days of delivery. If we have reason to believe that the final settlement will materially affect our recognition of revenue because of a difference between the refiner’s assay of precious metals contained in the dore and ours, we establish a reserve against the sale.
 Reclamation Liabilities and Asset Retirement Obligations, page F-11

 6. In your response to prior comment number 11, you represent that “the fair value of the liability of our asset retirement obligations, determined in accordance FAS 143, are reported on [y]our balance sheet as of December 31, 2007.”  However, based upon your disclosure, it continues to remain unclear to us why you expense your asset retirement obligation directly to reclamation expense “Since [you] do not yet have proven or probable reserves as defined by Industry Guide 7.”  Furthermore, it is unclear to us why your Long-term reclamation liability balance of $553,190 as of December 31, 2007 has not changed since the fiscal year ended 2004.  In this regard, we would expect the balance to increase due to (a) the passage of time and (b) revisions to either the timing or the amount of the original estimate of undiscounted cash flows, as indicated by paragraph 13 of FAS 143.  Please further support your representation to us that you report your asset retirement obligations in accordance with FAS 143.

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

General

Mr. Robert T. Faber
Goldspring, Inc.
January 5, 2009 Page 4

7. We have reviewed the Schedule of Convertible Debentures you provided in response to prior comment number 13.  It continues to remain unclear how you initially applied the accounting guidance of FAS 133 and EITF 00-19, as applicable, in recording each of your outstanding convertible debentures and notes payable with embedded conversion features.  Please contact us at your earliest convenience to further discuss your response.
 Note 13 – Subsequent Events, page F-26

 8. We note from your response to prior comment number 15 that you determined the modification of the conversion terms of your convertible notes represented a “substantial modification of terms” as contemplated by EITF 96-19.  You further state that you “removed all vestiges of the derivative valuations associated with the previous conversion features, from [y]our accounts as reflected in [y]our quarterly reporting as of June 30, 2008.”  According to EITF 96-19, if it is determined that the original and new debt instruments are substantially different ,
then the new debt instrument should be initially recorded at fair value and that amount should be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument.  Given this guidance and your response, it is unclear whether you reported a debt extinguishment gain or loss during the fiscal quarter ended June 30, 2008.  Please explain in greater detail how you applied the guidance in EITF 96-19 associated with the extinguishment of your convertible notes.
 9. Furthermore, please explain to us what you mean by your statements that “Although we recorded the elimination of the derivative assets and liabilities associated with the previous conversion features, we did not record the fair value adjustment generated by the new conversion features.  Therefore, we intend to amend our filings for the first, second and third quarters of 2008 to reflect establishing the new debt discount and the additional interest expense suggested by this accounting treatment.”

Mr. Robert T. Faber
Goldspring, Inc.
January 5, 2009 Page 5

Form 10-Q for the Fiscal Quarter Ended September 30, 2008
 Condensed Consolidated Balance Sheets, page 3

 10. Please explain to us in greater detail why the asset item titled ‘Reclamation deposit’ totaling $766,768, equals the balance of the liability item titled ‘Reclamation liabilities.’
 Condensed Consolidated Statements of Operations, page 4

 11. Please include the disclosures required for diluted earnings/loss per share, as required by paragraph 40 of FAS 128.
 12. Please explain how you determined the Derivative Change in Fair Value for the nine months ended September 30, 2007, given your response to prior comment number nine that you did not recognize the fair value change in your derivative assets and liabilities during the fiscal year ended December 31, 2007.
 13. Please tell us and disclose the nature of the Other, net income item for the nine months ended September 30, 2008 totaling $551,907.
 Condensed Consolidated Statement of Cash Flows, page 5

 14. Please explain to us the nature of the adjustment to operating cash flows of $607,563 titled ‘Interest capitalized with amended and restructured notes.”

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.

Mr. Robert T. Faber
Goldspring, Inc. January 5, 2009 Page 6

You may contact Jennifer O’Brien at (202) 551-3721 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3683 with any other questions.          S i n c e r e l y ,             Jill S. Davis         B r a n c h  C h i e f

CORRESP
1
filename1.htm

      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

CORRESP
1
filename1.htm

      Unassociated Document

    November
      9, 2008

    Jill
      Davis

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street N.E., Stop 7010

    Washington,
      D.C. 20549

            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 20, 2008

                Filed
                  August 8, 2008

                File
                  No. 000-32429

    Dear
      Ms.
      Davis:

    Pursuant
      to a conversation between GoldSpring’s outside counsel and yourself last week,
      GoldSpring intends to submit its response to the SEC Comment letter dated
      September 30, 2008 on Friday, November 21, 2008. Thank you for granting us
      the
      further extension, and I assure you we are working diligently to complete our
      response.

    If
      you
      have any questions, please contact me at 480-603-5151 or 775-847-5272.

    Sincerely,

    GOLDSPRING,
      INC.

    /s/
      Robert T. Faber

    By:
      Robert T. Faber

    President

            Cc:

              Jolie
                Kahn

                Jill
                  Davis

                George
                  Schular

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        September 30, 2008

Mr. Robert T. Faber
Principal Officer Goldspring, Inc. P.O. Box 1118 Virginia City, Nevada 89440
 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 Mr. Faber:
We have reviewed your filings and have the following 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 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 filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 2

Form 10-KSB for the Fiscal Year Ended December 31, 2007
 Management’s Discussion and Analysis, page 17

 Comparative Financial Information, page 23

 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.  In this regard, we note the balance for the comparable period was a positive $601,384.
 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.
 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.
 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.
 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

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 3

quantitative information regarding the cost of the remedial actions you have identified.

Executive Compensation, page 28

Stock Options, page 29

6. Please update the disclosure under this heading to indicate whether you issued any stock options during fiscal year 2007.
 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 A241 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.

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 derivatives’ totaling $906,989 and ‘Derivative liability’ totaling $776,385 as of December 31, 2007 and the accounting guidance you are relying on in support of your presentation.

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.
 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:
http://thecaq.org/resources/secregs/pdfs/highlights/2002_09_25_Highlights.pdf
.
Reclamation Liabilities and Asset Retirement Obligations, page F-11

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 4

 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 to reclamation expense.”  Please confirm, if true, that the fair value of the liability for 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 is performed within current laws and regulations.”
 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 only basic 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.
 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 disclosures 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 Finance 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/cfacctdisclosureissues.pdf
.
2,200,000 Convertible Debenture Financing, page F-19

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 5

 14. Please tell us and disclose how the amounts shown in the table for the Winfield Debenture Payables, totaling $1,550,000, but shown as totaling $1,350,000, relate to the items shown in the table of convertible debentures classified as current liabilities, totaling $9,568,239.
 Note 13 – Subsequent Events, page F-26

 15. We note from your disclosure that on “February 20, 2008, Goldspring sold 50,000,000 shares of its Common Stock at $0.01 per share purchase price.  In lieu of triggering any and all “favored nations” rights, the lenders have agreed to accept $.01 per share as the new maximum conversion price all convertible notes owned by them.”  Please confirm, if true, that you properly considered the accounting guidance found in EITF 96-19, Debtor’s Accounting for a
Modification or Exchange of Debt Instruments , and EITF 05-7, Accounting for
Modifications to Conversion Options Embedded in Debt Instruments and Related
Issues, or otherwise advise.  In this regard, please tell us and disclose whether
these amended terms represent a substantial modification of terms that should be accounted for as an extinguishment.
 Exhibits 31.1 and 31.2

 16. It appears you have omitted the amended portion of the introductory language in paragraph 4 of the certification required by Exchange Act Rules 13a-14(a) and 15d-14(a) that refer to the certifying officers’ responsibility for establishing and maintaining internal control over financial reporting for the company, as well as paragraph 4(b).  Please note this additional language became effective for your first annual report required to contain management’s internal control report and in all periodic reports filed thereafter.  Please refer to Release No. 33-8618 and modify your certification, as necessary, to include this required language.  Please also note the certifications pursuant to S ection 302 of the Sarbanes-Oxley Act of
2002 must be worded such that it precisely matches the language as set forth in the Act.  Please review your certifications to ensure their wording complies exactly as set forth in Item 601(b)(31) of Regulation S-B.
 Engineering Comments

 17. We note that your website and some press releases refer to or use the terms “measured,” “indicated,” and “inferred,” resources.  If you continue to make references on your web site or press releases to reserve measures other than those recognized by the SEC, please accompany such disclosure with the following cautionary language or provide a legal disclaimer tab or page:

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 6

Cautionary Note to U.S. Investors -The United States Securities and Exchange Commission permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  We use certain terms on this website (or press release), such as “measured,” “indicated,” and “inferred” “resources,” which the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in our Form 10-KSB which may be secured from us, or from the SEC’s website at http://www.sec.gov/edgar.shtml
.

Please indicate the location of this disclaimer in your response.
 18. Please change your Primary Standard I ndustrial Classification Code Number on
the cover of your filings to reflect your current business activity.  The present number 7389 indicates your business is primarily business services.
 Description of Property, page 12

 19. Please disclose the following information for each of your properties:

• The nature your company’s ownership or interest in the property.

• A description of all interests in your properties, including the terms of all
underlying agreements.

• The basis and duration of your mineral rights, surface rights, claims or
concessions.

• An indication of the type of claim or  concession such as placer or lode,
exploration or exploitation, whether the mining claims are State or Federal mining claims, mining leases, or mining concessions.

• Please include certain identifying information, such as the property names, claim numbers, grant numbers, mining concession name/number, and dates of recording and expiration that is sufficient to enable the claims to be distinguished from other claims that may exist in the area.

• The conditions that must be met to retain your claims or leases, including
quantification and timing of all necessary payments.

• The area of the claims, either in hectares or in acres.

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 7

Please ensure that you fully discuss the material terms of the land or mineral rights securing agreements, as required under paragraph (b)(2) of Industry Guide 7.
20. Please insert a small-scale map showing the location and access to each property, as suggested in paragraph (b) (2) to Industry Guide 7.  Please note the EDGAR program now accepts Adobe PDF files and digital maps, so please include these maps in any amendments that are uploaded to EDGAR.  It is relatively easy to include automatic links at the appropriate locations within the document to GIF or JPEG files, which will allow figures and diagrams to appear in the right location when the document is viewed on the Internet.  For more information, please consult the EDGAR manual, and if additional assistance is required, please call Filer Support at 202-551-8900.  We believe that maps and drawings having the following features would be beneficial:

• A legend or explanation showing, by means of pattern or symbol, every pattern or symbol used on the map or drawing.

• A graphical bar scale or representations of scale, such as "one inch equals one mile," may be utilized if the original scale of the map has not been altered.

• A north arrow.

• An index map showing where the property is situated in relationship to the state or province or other geographical area in which it is located.

• A title of the map or drawing, and the date on which it was drawn.

• In the event interpretive data is submitted in conjunction with any map, the identity of the geologist or engineer that prepared such data.

Any drawing should be simple enough or of sufficiently large scale to clearly show all features on the drawing.

Mr. Robert T. Faber
Goldspring, Inc.
September 30, 2008 Page 8

Form 10-Q for the Fiscal Quarter Ended June 30, 2008
 21. Where comments on one section within the Form 10-KSB above also relate to disclosure in the Form 10-Q, please make parallel changes to all affected disclosure.  This will eliminate the need for us to repeat similar comments.

Controls and Procedures, page 27

22. We note your statement that “Based on the evaluation and the identification of the material weaknesses in our internal control over financial reporting described below, our Chief Executive Officer and our Chief Accounting Officer concluded that, as of June 30, 2008, our disclosure controls and procedures were effective.”  In light of the fact that a material weakness existed at June 30, 2008, please disclose in reasonable detail the basis for your officers’ conclusions that the company’s disclosure controls and procedures were nonetheless effective as of the end of the period

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
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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