U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                  For the Quarterly Period Ended March 31, 2004

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

                         For the transition period from

                          Commission File No. 000-32429

                                GOLDSPRING, INC.
        (Exact name of small business issuer as specified in its charter)

      Florida                                                65-0955118
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)

          8585 E. Hartford Drive, Suite 400, Scottsdale, Arizona 85255
                    (Address of Principal Executive Offices)

                                  480-505-4040
                           (Issuer's telephone number)


Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act during the  preceding 12 months (or for
such  shorter  period that the issuer was  required to file such  reports),  and
(2)has been subject to such filing requirements for the past 90 days.

Yes [x] No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of May 14, 2004:  192,859,578  shares of common  stock  outstanding,
$0.000666 Par value.


ITEM 1.  FINANCIAL STATEMENTS

                                GOLDSPRING, INC.
                                   FORM 10-QSB
                    FOR THE THREE MONTHS ENDED MARCH 31, 2004

                                     INDEX                           Page

ITEM 1       Financial Statements

             Consolidated Balance Sheet as of March 31, 2004           F-3

             Consolidated Statement of Operations                      F-4

             Statement of Changes in Stockholders' Equity              F-5

             Consolidated Statement of Cash Flows                      F-6

             Notes to Financial Statements                           F-7-8

ITEM 2       Management's Discussion and
             Analysis or Plan of Operations

ITEM 3       Controls and Procedures

PART II      Other Information - Items 1-6

Signatures



                                GOLDSPRING, INC.

                           CONSOLIDATED BALANCE SHEET

                              As of March 31, 2004

                                     ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS:
<S>                                                                                           <C>
       Cash and cash equivalents                                                              $ 8,011,819
       Other current assets                                                                   $    78,374
       Investment (Gold)                                                                      $   504,000
       Inventory -                                                                            $   869,920
       Deferred tax benefit                                                                   $ 1,420,000
                                                                                              -----------

          TOTAL CURRENT ASSETS                                                                 10,884,113
                                                                                              -----------

PLANT, EQUIPMENT AND MINERAL PROPERITES, NET
       Mineral  Properties                                                                    $ 5,984,837
       Plant and equipment                                                                    $ 1,486,284
                                                                                              -----------

          TOTAL PROPERTY AND EQUIPMENT                                                          7,471,121
                                                                                              -----------

OTHER ASSETS:
       Reclamation deposit                                                                    $   145,000
       Equipment purchase deposit                                                             $   100,000
       Intercompany - Working Capital                                                         $        --
       Intercompany - Investment                                                              $        --
       Goodwill                                                                               $ 8,930,862
                                                                                              -----------
          TOTAL ASSETS                                                                        $27,531,096
                                                                                              ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
       Accounts Payable                                                                       $   346,496
       Accrued Expenses                                                                       $   352,718
       Current portion of long-term debt - related party                                      $   400,000
                                                                                              -----------

          TOTAL CURRENT LIABILITIES                                                             1,099,214

LONG-TERM DEBT - RELATED PARTY, NET OF CURRENT PORTION                                        $   500,000
                                                                                              -----------

          TOTAL LIABILITIES                                                                     1,599,214
                                                                                              -----------

STOCKHOLDERS' EQUITY
       Convertible redeemable preferred stock, $100 par
       value, 150,000 authorized, 46,500 issued and
       outstanding                                                                            $ 4,650,000
       Common stock, $.000666 par value, 500,000,000
       shares authorized, 194,992,911 shares issued and outstanding                           $   129,777
       Additional Paid-in Capital                                                             $24,811,254
       Accumulated deficit - Prior Years                                                      $(3,705,019)
       Accumulated Earnings deficit - Current Year                                            $    45,870
          TOTAL STOCKHOLDERS' EQUITY                                                           25,931,882
                                                                                              -----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY                                                                $27,531,096
                                                                                              ===========

</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-3

<PAGE>

                                GOLDSPRING, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                        For the three month period ended
<TABLE>
<CAPTION>


                                                                                 2004                     2003
                                                                         ----------------------    -------------------
SALES AND OTHER INCOME
<S>                                                                                <C>                   <C>
 Sales                                                                             $         -           $          -
 Interest                                                                          $       458           $          -
                                                                         ----------------------    -------------------
                                                                                   $       458           $          -
COSTS AND EXPENSES
 Costs applicable to sales                                                         $         -           $          -
 Depreciation, depletion and amortization                                          $         -           $          -
 General and administrative                                                        $   353,054           $          -
 Consulting                                                                        $    81,534           $          -
 Other                                                                             $         -           $          -
                                                                         ---------------------    -------------------

                                                                                   $   434,588           $          -
                                                                         ---------------------    -------------------

LOSS BEFORE INCOME TAX BENEFIT                                                     $  (434,130)          $          -

INCOME TAX BENEFIT                                                                 $   480,000           $          -
                                                                         ---------------------    -------------------

NET INCOME                                                                         $    45,870           $          -
                                                                         =====================    ===================

Earnings per common share, basic                                                   $         0           $          0
                                                                         =====================    ===================
Earnings per common share, diluted                                                 $         0           $          0
                                                                         =====================    ===================

Weighted Average Shares Outstanding                                                175,294,000            100,410,000

Fully Diluted  Weighted Average Shares Outstanding                                 177,773,000            100,410,000


</TABLE>

        The accompanying notes are an integral part of these statements.

                                      F-4

<PAGE>


                                GOLDSPRING, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                      For the month period ended March 31,
<TABLE>
<CAPTION>

                                                                                             2004                2003
                                                                                       ------------------    --------------
Cash Flows from Operating Activities:

<S>                                                                                         <C>                    <C>
Net Income                                                                                  $     45,870          $     -

Adjustments to Reconcile Net Income to Net Cash
   Used in Operating Activities:
Depreciation                                                                                           -                 -
Deferred tax benefit                                                                                   -
Consulting services provided in exchange for common stock                                              -
(Increase) Decrease in:                                                                           42,000
Other Current Assets                                                                          (1,830,003)                -
Increase (Decrease) in:
Accounts payable                                                                                 237,548                 -
Accrued expenses                                                                                 253,396

                                                                                       ------------------    --------------
                                                                                              (1,297,059)                -
                                                                                       ------------------    --------------

Net Cash Used in Operating Activities                                                         (1,251,188)                -
                                                                                       ------------------    --------------

Investing activities
Reclamation bond deposit                                                                               -
Acquisitions of plant, equipment and mineral properties                                         (533,631)                -
                                                                                       ------------------    --------------

Net cash used in investing activities                                                           (533,631)                -
                                                                                       ------------------    --------------
Financing Activities:
Net Proceeds from the issuance of common stock (After Fees & Related Expenses)                 9,532,500                 -
Principal payment on note payable                                                               (100,000)                -
                                                                                       ------------------    --------------

Net Cash Flows Provided by Financing Activities                                                9,432,500                 -
                                                                                       ------------------    --------------

Net Increase (Decrease) in Cash                                                                7,647,681                 -

Cash Beginning of Year                                                                           364,138               318
                                                                                       ------------------    --------------

Cash End of Period                                                                          $  8,011,819           $   318
                                                                                       ==================    ==============

</TABLE>


        The accompanying notes are an integral part of these statements.

                                      F-6

<PAGE>

                                GOLDSPRING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2004 and 2003
                                   (Unaudited)

NOTE A - BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The following interim Consolidated Financial Statements of Goldspring,  Inc. and
its subsidiaries (collectively,  "Goldspring" or the "Company" are unaudited and
prepared in accordance  with the rules and  regulations  of the  Securities  and
Exchange  Commission  for Form  10-QSB.  Such  rules and  regulations  allow the
omission of certain  information and footnote  disclosures  normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles  as long as the  statements  are not  misleading.  In the  opinion of
management,  all adjustments  necessary for a fair presentation of these interim
statements have been included.  These interim Consolidated  Financial Statements
should be read in  conjunction  with the  Consolidated  Financial  Statements of
Goldspring, Inc. included in its Annual Report on Form 10-KSB for the year ended
December 31, 2003.

The Company's Consolidated Financial Statements have been prepared in accordance
with accounting  principles  generally accepted in the United States of America.
The preparation of the Company's  Consolidated Financial statements requires the
Company to make estimates and  assumptions  that affect the reported  amounts of
assets and  liabilities  and the related  disclosure  of  contingent  assets and
liabilities  at the  date  of the  Consolidated  Financial  Statements  and  the
reported amounts of revenues and expenses during the reporting period.  The more
significant  areas  requiring the use of managements  estimates and  assumptions
relate to mineral reserves that are the basis for future cash flow estimates and
units-of  -production  depreciation,  depletion and  amortization  calculations:
environmental reclamation and closure obligations; estimates of recoverable gold
and other minerals in stockpile and leach pads  inventories;  asset  impairments
(including  impairments  of  goodwill,   long-lived  assets,  and  investments);
valuation  allowances for deferred tax assets;  reserves for  contingencies  and
litigation;   and  the  fair  value  and   accounting   treatment  of  financial
instruments.  The  Company  bases  its  estimates  on the  Company's  historical
experience and on various other  assumptions  that are believed to be reasonable
under the circumstances.  Accordingly,  actual results may differ  significantly
from these estimates under different assumptions or conditions.

NOTE B - STOCKHOLDERS' EQUITY


In February 2004, the Company raised $332,500 under a Restricted Private
Placement for accredited private investors. The private placement consisted of
44 1/3 Units, each Unit represented 10,000 shares of restricted common stock and
5,000 warrants exercisable at $1.00 per share. The warrants expire on February
23, 2005 (one year from the closing date of the private placement).

In March 2004 the Company raised a total of $10 million in a private placement
to institutional and accredited investors through the issuance of 21,739,130
shares of unregistered common stock. The investors also received Series A
warrants to purchase 50% additional shares of common stock, at an exercise price
of $0.86 per share and Series B warrants, providing investors the opportunity to
invest an additional $5 million at an exercise price of $.46 per share. The
Series A warrants are exercisable for four years, and the Series B warrants are
exercisable for one hundred and eighty (180) business days after the Effective
Date of the S-1 registration statement.

Shares Issued in Consideration of Consulting Services

On January 12, 2004, the Company issued a total of 50,000 shares to Pernendu K.
Rana Medhi, a Board Member, pursuant to a consulting services agreement. The
shares were issued in reliance on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933. No commissions were paid for the
issuance of such shares. These issuance of shares of common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance of
such shares by the Company did not involve a public offering. The offering was
not a "public offering" as defined in Section 4(2) due to the insubstantial
number of persons involved in the deal, size of the offering, manner of the
offering and number of shares offered. The Company did not undertake an offering
in which we sold a high number of shares to a high number of investors. In
addition, Mr. Medhi had the necessary investment intent as required by Section
4(2) since he agreed to and received share certificates bearing legends stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
These restrictions ensure that these shares would not be immediately
redistributed into the market and therefore not be part of a "public offering."
Based on an analysis of the above factors, the Company has met the requirements
to qualify for exemption under Section 4(2) of the Securities Act of 1933 for
the above transaction.

Income Tax Benefit

The Income Tax benefit was calculated based on the increase to the net operating
loss carryforward resulting from the loss from operations incurred during the
first quarter and the fees related to the $10 million equity financing.

Subsequent Events

Pursuant to the February private placement, the Company in April 2004
repurchased 100,000 shares of common stock for $75,000, or $0.75 per share,
which was the market price at the time of the transaction. The funds for the
stock repurchase came from the proceeds related to the gain on the April 2004
spot deferred sale of gold contract.

In April 2004, 2,000,000 shares of the Company's restricted common stock issued
to Antonio Treminio were returned to the Company and subsequently cancelled. A
dispute had arisen between the Company and Mr. Treminio relating to alleged
obligations owed by the Company to Treminio and GoldSpring shares owned by
Treminio. An agreement was reached whereby Mr. Treminio returned the shares and
the Company simultaneously paid Treminio $150,000 in full satisfaction of all
amounts owed to Treminio.

Subsequent to March 31, 2004, an additional 1,947,296 restricted common shares
became unrestricted and qualified for sale in a brokered transaction pursuant to
Rule 144 of the Securities Act of 1933. During 2004, a total of 2,499,769
restricted common shares became unrestricted and qualified for sale in a
brokered transaction by unaffiliated and minority shareholders of the Company.


                                      F-7

<PAGE>

Forward-Looking Statements

The following discussion contains, in addition to historical information,
forward-looking statements regarding GoldSpring, Inc. (the "Company" or "GSPG"),
that involve risks and uncertainties. The Company's actual results could differ
materially. For this purpose, any statements contained in this Report that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the generality of the foregoing, words such as
"may," "will," "expect," "believe," "anticipate," "intend," "could," "estimate,"
or "continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
history of operating losses and accumulated deficit; possible need for
additional financing; competition; dependence on management; risks related to
proprietary rights; government regulation; and other factors discussed in this
report and the Company's other filings with the Securities and Exchange
Commission.




                                      F-8


<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

Introduction
------------

GoldSpring,  Inc.  (the  "Company"  or  "GSPG") is a mining  company  focused on
Production  and rapid growth.  We are acquiring and operating  precious  metals,
copper  and iron  properties  in the  United  States,  Canada  and  Mexico.  The
Company's  business  model is to acquire mining  projects with proven  reserves,
advanced permits and exploration potential that can easily be put into near term
operation and production.

Since its  inception  in March 2003,  the Company  has raised  $12.3  million in
capital,  $10.3  million  of which was raised in two  transactions  in the first
quarter 2004.  The  Company's  current  operations  are centered in the Comstock
Lode, a historic  Bonanza gold and silver mining district  located in and around
Virginia City, Nevada, about 30 miles south and east of Reno.

To date, the Company has acquired two projects in the Comstock Lode region.  The
Plum Mining  LLC's  Billie the Kid open pit gold and silver  mining  project and
GoldSpring,  LLC's Gold Canyon and Spring Valley Gold Placer project. As part of
the Plum  transaction the Company  acquired 40 acres of land which has an office
building, a maintenance building and laboratory facilities. The Company also has
the only fully  permitted and  operational  cyanide heap leach  facility and the
accompanying permit in the Comstock Lode region. Located near the Billie the Kid
Project,  in American  Flats,  these  facilities  support the Company's  mineral
processing and mining administration operations in the Comstock Lode.

FIRST QUARTER OPERATING RESULTS:

In the  first  quarter  of 2004,  the  Company  raised  $10  million  from  U.S.
accredited  institutions  through a PIPE  (Public  Institution  Private  Equity)
transaction as well as $332,500 through an equity private placement,  offered to
enable existing  shareholders to participate in the new round of financing.  The
$10.3  million in  financing  is being  deployed  to  accelerate  the ramp up of
production of existing reserves,  to acquire and bring into production  projects
that have executed Letters of Intent,  to pursue  additional  acquisitions,  for
targeted  exploration  and for working  capital.  This  capital  creates a solid
platform  for the Company to execute its  business  strategy  and  provides  the
foundation for accretive growth for shareholders.

Gold and silver were  recovered  in nominal  amounts from the heap leach at Plum
and the initial  shipment was made to the refinery.  This completed the cycle of
construction,   approvals,   overlining,   agglomerating   ore,   pad   loading,
cyanidization  for leaching,  having pregnant solution return and recovering the
gold and silver. The Plum Mining Heap Leach Start Up was a success. The heap was
leaching and solution grades were at the forecast levels. There were no gold and
silver sales in Q'1, but,  between March 30, 2004 and April 1, 2004, the Company
executed spot deferred sales of 12,000 ounces of gold in two  transactions at an
average price of $421.62 per ounce to be delivered to Johnson Matthey  Refinery,
Salt Lake City Pool. As margin for these two transactions, the Company purchased
and provided  2,400 ounces of gold.  The Company closed these spot deferred gold
sales on April 20,2004 through a spot purchase  contract at $393.50 per ounce of
gold. This transaction  netted the Company  $337,500  profit.  The Company still
retains  the  2,400  ounces of gold used for  margin in this  transaction  as an
investment.

PLUM MINING START UP Q'1:

Construction  was completed on the heap leach pad and ponds and final  approvals
were received from the Nevada  Department Of Environmental  Protection (NDEP) in
February  2004.   Although  not  a  requirement  in  the  original  permits,   a
specification  for  screened and sized ore to be used as an overliner to protect
the leach pad was  recommended  by NDEP and  accepted  by Plum and the pad began
being  loaded  with  about  7,000  tons  of  this  material   prior  to  loading
agglomerated  gold  and  silver  ore  for  cyanide  leaching.  In  early  March,
agglomerated  ore was being  loaded on to the leach pad. It  typically  requires
about 10,000 tons of agglomerated  ore to be on the pad prior to starting to add
cyanide  solution.  It generally takes an additional 10-12 days for the "heap to
weep" or begin  normal  leaching.  The heap has to be  saturated  very slowly to
avoid  drainage  channels  and allow for a full  leach to take  place.  In other
words,  to rush the heap is a mistake  that can  adversely  affect  the  overall
performance  in the  future.  A heap  requires  great  respect,  and we have the
benefit of having Bob Turner, the builder of the largest gold cyanide heap leach
in the world to manage this operation.

As of March 31, 2004 we had about 54,000 tons from the 80,000 ton ore  stockpile
on the pad and about  45,000 tons under  leach,  which  includes  the  overliner
material that also leaches. According to assays and previous recovery experience
from the Lucerne pit achieving  84.5% for gold and 33% for silver,  we had about
2,550 oz of recoverable gold and 6,000 oz recoverable silver. This was valued at
about  $1,150,000  on March 31,  2004,  but would only bring  about  $990,000 at
today's  metals prices.  The heap is leaching  exactly as expected and solutions
are grading 0.07oz/ton gold and 0.4 oz/ton silver as forecast.

A nominal  amount of gold and silver was recovered  and sent to Johnson  Matthey
Refinery in Salt Lake City,  Utah by March 31, 2004. None of the gold and silver
was sold  prior to that  date.  The  start  up of the heap  leach is a  success.
Scheduled  deliveries are being made to the refinery. A note of interest is that
we are  recovering  more silver than  expected from earlier  forecasts.  Further
discussion of Q'2 on Plum is discussed under Plan of Operation below.

PLAN OF OPERATION:

The Company has contracted N.A.  Degerstrom of Spokane,  Washington to undertake
the ongoing mining,  ore crushing,  screening,  agglomerating and loading to the
leach pad for Plum Mining.  Degerstrom has provided contract mining services for
over 100  years  and has  earned  an  impeccable  reputation.  Their  operations
expertise  will provide  substantial  savings in the  execution of the full Plum
Mining projects. Degerstrom also brings a complete mining engineering staff with
facility and metallurgical expertise with laboratories. Degerstrom's clients are
extensive  and include such  companies as Placer  Dome,  Newmont  Mining and BHP
Billiton. Degerstrom has agreed to assist us in evaluating and operating all our
future acquisitions,  large or small. When we approach these industry giants and
offer to acquire one of their operations,  we will be taken seriously.  The fact
that we are well  financed  and have the support of our  financial  partners and
underwriters for the long haul enables us to undertake  appropriate projects and
insures success.

The Billie The Kid Project:

The Plum  Mining  Company,  LLC,  which the Company  acquired  in November  2003
contains,  according to The Carrington Reserve Report:  "Total reserve inventory
for all  classes  reported  of  2,437,082  tons with an average  grade of 0.0627
ounces of gold per ton and 1.52  ounces of silver  per ton.  The  Billie The Kid
Project contains approximately 1.3 million tons of economic gold and silver ore.
In Carrington's  reserve report, it notes that historical mining of 125,000 tons
in 1993 from Lucerne pit showed the actual grade of mined material placed on the
heap leach for  treatment to average  0.064 opt gold,  20% higher than the drill
indicated  grade of 0.05 opt gold.  Actual  achieved  recovery  was 84.6% of the
higher 0.064 opt gold head.  He also states that  GoldSpring  is already  seeing
similar results for the Billie the Kid project.

The Company has deployed over $2,300,000 of cash since November 2003 at the Plum
Mining  facility  in  infrastructure  development  and  mining  activities.  The
breakdown of the investment is as follows:  $150,000 for additional  reclamation
bond requirements;  $1,250,000 in construction and development of the operations
infrastructure,  (This  includes a fully  constructed,  inspected and lined heap
leach pad and pond facility and a recovery  system for the gold and silver;  and
$900,000 for mining,  hauling.  screening,  agglomeration,  and  recovery  costs
associated with over 80,000 tons of ore.

Approximately  70,000  tons of ore is on the pad and  under  leach as of May 14,
2004. An additional  50,000 tons is stockpiled and ready for  agglomeration  and
leaching.  The metal contained in the 70,000 tons of ore under leach,  according
to assays,  should be 4,410 ounces of gold and 28,000  ounces of silver.  At the
previously experienced recovery rate of 84.5% for gold and 33% for silver at the
Lucerne pit, gold and silver production would approximate 3,726 ounces and 9,940
ounces respectively.  Most of the revenue related to the 70,000 tons of ore will
be recognized  in the second and third  quarters  2004.  While the leach process
typically  can take  several  months  for full  recovery,  the first  60-90 days
produces the largest recovery percentage. Once gold and silver are released into
the cyanide  solution  from the leach  process  and  collected  in the  pregnant
solution  pond,  the  metals  will be  recovered.  Q'1  start  up  recovery  was
accomplished  using EMEW direct  electrowinning  and a  transition  to a Merrill
Crowe  system is being  made  during  Q'2.  The EMEW  plant will be moved to the
Company's Big Mike Copper  Project in nearby  Winnemucca,  Nevada for Q'3 copper
recovery.

Construction  of the  million  ton heap  leach pad,  which is  located  near the
existing pad at the Plum  Facility,  has  commenced.  This pad will  accommodate
larger scale daily  production  than the existing pad. In fact, when this pad is
ready, the Billie the Kid and Lucerne pits can be mined  simultaneously  and the
operation will be able to handle additional outside ore for leaching.  There are
several hundred thousand tons of readily  available ore that await completion of
the new pad.

Previously  classified  waste material  (grading .008) is now being converted to
overliner  on the pad  changing  the  strip  ratio  from  1.7 : 1 to  1:1.  This
operating change will enhance the overall project  economics.  About 35,000 tons
of overliner will be required for the million ton pad.

The Plum Mining Heap Leach was started in 1st Quarter 2004 and has been steadily
loaded  with  agglomerated  gold and silver  ore.  Cyanide  is applied  daily to
existing  ore on the  heap  and to the  additional  ore  added  once it has been
leveled and  prepared for  leaching.  There was about 54,000 tons on the pad and
about 45,000 tons under leach at March 31, 2004.  The  solution  began  leaching
approximately  10 days after initial  application  and has been producing  clean
pregnant cyanide solution grading 0.07 oz gold/ton and 0.4 oz silver/ton.

GOLDSPRING PLACER MINING OPERATIONS:

The Company's first  acquisition was the GoldSpring Placer Claims located on the
south end of the Comstock near the  intersections of Highway 351 and Highway 50,
about 7.8 miles east of Carson City,  Nevada and 3 miles south of Plum.  The 850
acres,  according  to the  Bourne  and Pelke  independent  engineering  reports,
contain  1,199,000  ounces of gold contained in 41,000,000 cubic yards of gravel
averaging 35 feet deep from the surface to bedrock.  Average  grade is from .027
-.033 ounces of gold per cubic yard.  These  properties  contain virgin sand and
gravels (not tailings) that have been explored for gold but have not been mined.
Although silver content has not been reported as a reserve  figure,  assays show
about 15% silver  content,  as is typical in the Comstock  Lode.  The  preferred
method of recovery is by gravity  through washing with water.  Neither  crushing
nor chemicals is used or required.  The Company owns a complete RMS Ross gravity
plant, including a 250KW powerplant,  which will commence operation in second or
third  quarter  2004 at the rate of 200 tons per  hour.  The  Company  is in the
process of acquiring additional water rights and sources of water to insure that
operations will be  uninterrupted  and continuous once begun.  The placer claims
and  Plum  occupy  the same  basin  for  Nevada  Department  of Water  Resources
purposes. To this end we have just added an additional 100gpm water well at Plum
and are pursuing the same at Spring  Valley.  We currently  have over 11 million
gallons of water  rights.Three  additional  plants are  planned  for  deployment
between  2004 and 2005,  which  should  result in  100,000  ounces of gold to be
recovered annually from the 4 plants.

MINERAL INTEREST ACQUIRED ALBERTA, CANADA:

On April 16, 2004,  GoldSpring  filed mineral permit  applications on nearly 800
square  miles of Alberta,  Canada  mining  property,  through  it's wholly owned
subsidiary,  Clear Hills Iron,  Ltd. This property  comprises one of the largest
known  Iron  deposits  left in the world,  which also is known to contain  gold,
silver,  coal,  oil and gas.  Over a billion tons of known iron  reserves in all
categories have been previously  established.  Rail  transportation  to the West
Coast is within 10  kilometers  and ample gas and coal are  available to power a
production  facility.  Excess power can be sold to the grid for cash flow.  This
deposit only very recently became available,  after having been tied up for many
years by companies only  interested in gold,  silver,  vanadium,  diamond,  some
coal, oil and gas  exploration.  This deposit has sat  unexploited  for iron for
many years due to the  relatively  low grade and  complexity  of the iron ore. A
series of tests have been conducted in recent years  (1995-6) that  demonstrated
that both a 65% FE pellet and Pig Iron (98%FE) could  economically  be made from
this ore.  The pellets,  which  require  about two tons of ore,  sell for around
$90/ton and Pig Iron,  which  requires  about three tons of ore, sells at around
$355/ton.  Gold and silver would be recoverable byproducts and be value added to
the  operation.  An  initial  budget of  $50,000  CDN is being used to conduct a
detailed review of existing data and to initiate a  pre-feasibility  study.  Our
initial strategy is to develop potential sales of Iron ore to China, who imports
over 60% of its iron ore for steel manufacture. Chinese investor/developers have
already expressed interest in this project.

PROPERTIES UNDER LETTERS OF INTENT:

The  Company  has  executed  Letters of Intent to acquire  three  projects:  The
Consolidated  Virginia  Dumps from the Bonanza  days of the  1850's,  located in
Virginia  City,Nevada,  the Timm Mother Lode Mine,  located in the famous Mother
Lode district in El Dorado  County,  California  and the Minera Del Mar Mine , a
high grade gold and  silver  mine in  Zecatecas,  Mexico.  Pending  satisfactory
completion of due diligence,  the Company plans to close these  acquisitions  by
the end of second quarter 2004. The Company is also pursuing acquisition targets
in other mining districts of Nevada, Arizona, Mexico and Canada.


PROPERTIES UNDER CONFIDENTIALITY AGREEMENTS:

The Company has executed  confidentiality  agreements to evaluate  approximately
850,000  ounces  of proven  gold  reserves  contained  in  existing  feasibility
studies.  These  properties  are  located in Arizona and  Nevada.  Should  these
reviews provide economic results, the next step would be to enter into Letter of
Intent  relationships and pursue  acquisition.  This would involve extensive due
diligence and considerable expense prior to making a final purchase decision.

ADDITIONAL COPPER PROJECTS UNDER REVIEW:

The Company is currently  evaluating a large fully permitted copper project that
requires  smelter  availability.  It has been brought to our attention that very
attractive smelting arrangements can also be made in China, who imports over 80%
of its copper in either scrap or  concentrate.  Smelter  efficiency is dependent
upon adequate  capacity and China is  aggressively  seeking more raw material to
import.

INCREASING GOLD RESERVES:

The Company intends to increase In-Ground gold reserves to over 3 million ounces
in 2004 through acquisitions and exploration of existing properties. Exploration
opportunities exist on our properties including a potential Bonanza discovery of
1 to 3  million  additional  ounces  of gold at both the Plum  Mine and the Timm
Mother Lode Mine to be acquired.

<PAGE>

Open Pit Mineral Reserves
-------------------------

Billie the Kid & Lucerne Pit Areas:

According to the Carrington  Reserve Report, the Billie the Kid deposit contains
Proven  Mineable  Reserves of 471,000 tons with an average grade of .058 opt Au,
and .31 opt Silver.  The waste to ore ratio for the present pit design is 1.7:1.
Projected  recoveries in a heap are 80% for gold,  and 30% for silver.  The ore,
due to its high  carbonate  content,  is actually  neutralizing.  This  suggests
potential  to treat other  nearby,  low grade ores from the  district  which are
historically acid generating.  In 1999, Sierra Mining & Engineering LLC, modeled
the Billie the Kid deposit and  estimated a  Cumulative  Reserve of 577082 tons.
The  mineralization  outside  of  the  existing  mine  plan  (106,082  tons)  is
considered a Proven Reserve.

The  Lucerne  deposit  ores are similar to the Billie the Kid in  chemistry  and
response in a heap leach  environment.  The  remaining  resources at Lucerne are
estimated at 1,150,000 tons,  850,000 of proven reserves and 300,000 of probable
reserves.  Upon  completion of current  remodeling and developing a current mine
plan,  most of this  mineralization  will be  reclassified  as  Proven  Mineable
Reserves.

The  probable  reserves lie  underneath  State Route 342 which is located on the
east crest of the Lucerne  Pit.  These  probable  reserves  contain an indicated
grade of .05 opt Au (gold) and .7 opt AG (silver).

Mineralization  in the  Billie  the Kid pit is known  to  extend  beyond  design
limits, into Lyon County.  Extending  exploration into this county would require
obtaining  new permits,  so a decision has been made not to open  operations  in
Lyon County until the mine is in full  operation.  It is believed  that once the
mine is generating  revenue,  exploration should be extended into this area, and
the necessary permitting pursued.

PLACER PROJECTS REPORTED RESERVES
-------------------------------------

The Gold  Canyon and Spring  Valley  Gold Placer  Properties  contain  1,199,000
reported  ounces of gold in 41,000,000  cubic yards of alluvial sand and gravel.
The  properties   consist  of  21  unpatented   placer  mining  claims  covering
approximately  850 acres located 30 miles south east of Reno and 7 miles east of
Carson  City,  Nevada.  The claim  groups  lie  immediately  south of the famous
Comstock  Lode,  which is  considered  the  source of the  placer  values in the
immediate  area.  Several lode mines are located at higher  elevations  in close
proximity to the Spring  Valley  properties  and  practically  all of the eroded
material  from these veins would be deposited  on our claim  group.  Exploration
work completed on these claim groups has been carried out under the  supervision
of experienced and knowledgeable mining consultants thoroughly familiar with the
gold  mineralization  of the Carson City area.  Notices have been filed with the
BLM to begin initial processing on these projects.

TOTAL RESERVES

Current in-ground reserves:

1.35 Million ounces of Gold
3.7 Million ounces of Silver
25 Million pounds of Copper



<PAGE>



RECENT FINANCING EVENTS

In February  2004,  the Company  completed a private  placement  for  accredited
private  investors  for $332,500 (44 1/3 units).  Units of $7,500  consisting of
10,000 shares of restricted  common stock, par value $.000666 and 5,000 warrants
exercisable at $1.00 for a one-year period.  The Company has the right to redeem
the  restricted  shares from the investors  within 120 days of the close of this
private placement at the same price paid by the investor. The investor, however,
will retain the warrants. The warrants/converted  shares shall have registration
rights  commencing 180 days after the date of issuance.  The  restricted  shares
shall remain  restricted for one year if not redeemed.  This offering was closed
on February 23, 2004.

In March 2004,  the Company  closed a $10 million PIPE  transaction  brokered by
Merriman Curhan Ford & Co. of San Francisco,  California.  The Company  received
gross proceeds from a group of  approximately  fifteen  institutional  investors
totaling  $10  million  from the  private  placement  of  21,739,129  shares  of
unregistered  restricted  common stock at a negotiated price of $0.46 per share.
The Company filed a Form S-1  registration  statement with the SEC in April 2004
to register  these  shares  (See below for  details).  The  Company  expects the
registration  of these shares to take effect  prior to the end of June 2004.  In
addition,  for each two (2)  shares  of  common  stock  issued  in this  private
placement,  the investors  received one (1) "A" Warrant.  The exercise price for
the "A" Warrants is $0.86 per warrant  share.  The "A"  Warrants  have a term of
four years.  Also,  the investors  have the option to invest an additional  $5.0
million  in a green  shoe  option.  The  investors  received  one (1) Green Shoe
Warrant  for each two (2) common  shares  issued in the private  placement.  The
exercise price for the Green Shoe Warrants is $0.46 per warrant  share,  and the
warrants are  exercisable  for one hundred and eighty (180)  business days after
the Effective Date of the S-1 registration statement.

Use of Proceeds from the $10 million private equity placement is as follows:

$3,000,000  to  accelerate  the ramp up of  existing  gold,  silver  and  copper
reserves into production;

$3,000,000  to complete and bring to  production  those  acquisitions  currently
under executed Letters of Intent;

$2,000,000 for additional acquisitions, development and exploration;

$2,000,000 for working capital.

S-1 REGISTRATION STATEMENT FILED

Pursuant to the first  quarter 2004 equity  raise,  the Company filed a Form S-1
Registration  Statement  under the  Securities Act of 1933 on April 21, 2004, to
register the qualifying  common shares and issuable warrant shares issued in the
February  and  March  2004  private   placements.   The  Form  S-1  covered  the
registration  of the  following  securities:  21,739,129  shares of common stock
issued to the institutional investors in the March 2004 transaction;  10,869,575
shares of common stock  issuable to the  institutional  investors in  connection
with conversion of the "A" Warrants;  10,869,575 shares of common stock issuable
to the  institutional  investors in connection with conversion of the Green Shoe
Warrants;  and 211,666  common  stock  warrants  issued to the  investors of the
February 2004 private  placement.  The Company  expects the  registration of the
securities covered by the S-1 to be completed prior to the end of June 2004.

APPLICATION FOR AMEX LISTING

In December 2003, the Company initiated the application  process to be listed on
the American Stock Exchange  (AMEX).  The Company  believes it has complied with
all requests for  information  from the AMEX.  As of the filing date we have not
received approval or rejection from AMEX.


<PAGE>

CAPITAL RESOURCES

At this time,  Management believes the Company is adequately financed to execute
its business plan. As additional acquisition  opportunities are identified,  the
Company may decide to raise more equity to fund these projects.

COMMON SHARES OUTSTANDING

                                  UNRESTRICTED     RESTRICTED         TOTAL
                                  ------------     ----------         -----

Common Shares Outstanding
at March 31, 2004                  30,239,982      164,752,929     194,992,911*

* This amount was reduced by 2,133,300  shares which represents the cancellation
of shares issued in the February 2004 private placement that were not subscribed
for and 2,000,000 shares returned to the Company and subsequently cancelled (See
note below "Changes in Securities" for further disclosure.).

ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Our Chief  Executive  Officer  and Chief  Financial  Officer  (collectively  the
"Certifying  Officers")  maintain a system of disclosure controls and procedures
that is designed to provide  reasonable  assurance  that  information,  which is
required to be disclosed,  is accumulated and communicated to management timely.
Under the supervision and with the  participation of management,  the Certifying
Officers  evaluated  the  effectiveness  of  the  design  and  operation  of our
disclosure  controls and procedures  (as defined in Rule  [13a-14(c)/15d-14(C))]
under the Exchange Act) within 90 days prior to the filing date of this report.

Based  upon  that  evaluation,   the  Certifying  Officers  concluded  that  our
disclosure  controls and  procedures  are  effective in timely  alerting them to
material  information  relative to our company  required to be  disclosed in our
periodic filings with the SEC.

(b) Changes in internal controls.

Our Certifying Officers have indicated that there were no significant changes in
our  internal  controls or other  factors that could  significantly  affect such
controls  subsequent  to the date of their  evaluation,  and there  were no such
control actions with regard to significant deficiencies and material weaknesses.

<PAGE>

                           PART II - OTHER INFORMATION


Item 1.                Legal Proceedings.               Not Applicable

Item 2.                Changes in Securities.

(c) Sales of unregistered securities- Quarter ended March 31, 2004.

Private Equity Placement to Institutional Investors - March 2004

On March 22, 2004, the Company issued a total of 21,739,129 shares of restricted
common stock to the  following  investors in a PIPE  transaction  of $10 million
from a group of  approximately  fifteen  institutional  investors.  The  private
placement  was  brokered  by  Merriman  Curhan  Ford  & Co.  of  San  Francisco,
California,  who received a transactional fee of $700,000. The 21,739,129 shares
of unregistered common stock were sold at a negotiated price of $0.46 per share.


Gamma Opportunity Capital Partners, LP                        1,630,435
Longview Fund LP                                              1,630,435
Longview Equity Fund, LP (5)                                  2,445,652
Longview International Equity Fund, LP (5)                      815,217
Alpha Capital Aktiengesellschaft (4)                          1,086,957
Capital Ventures International (6)                            2,173,913
Portside Growth and Opportunity Fund (7)                        543,478
Enable Growth Partners L.P. (8)                                 434,783
Whalehaven Funds Limited (9)                                    326,087
Stonestreet Limited Partnership (10)                            760,870
Smithfield Fiduciary LLC (11)                                   543,478
TCMP3 Partners LLP (12)                                         217,391
Bristol Investment Fund, Ltd. (13)                              652,174
Vertical Ventures, LLC (14)                                     543,478
Merriman Curhan Ford Corporation (15)                           272,826
A. Tod Hindin                                                   108,696
Kenneth R. Werner Revocable Trust                               108,696
Thomas P. O'Shea, Jr                                             65,217
D. Jonathan Merriman                                             65,217
Brock Ganeles                                                    54,348
Elise Stern                                                      54,348
Craig E. Sultan                                                  54,348
Carl Frankson                                                    54,348
Jon M. Plexico                                                   43,478
Pete Marcil                                                      43,478
David Bain                                                       43,478
Steven R. Sarracino                                              42,391
Gregory S. Curhan                                                21,739
John Hiestand                                                    21,739
Robert E. Ford                                                   21,739
Eric Wold                                                        21,739
Christopher Aguilar                                              21,739
Peter A. Blackwood                                               21,739
Genesis Microcap Inc. (16)                                      217,391
John V. Winfield                                              1,630,435
John V. Winfield IRA-1                                        1,086,957
John V. Winfield IRA-2                                          543,478
Santa Fe Financial Corp. (17)                                   543,478
Portsmouth Square, Inc. (17)                                    543,478
Intergroup Corp. (17)                                         2,173,913
Erik Franklin                                                    54,348

<PAGE>

The shares were issued in reliance on the exemption from  registration  provided
by Section 4(2) of the Securities Act of 1933. No commissions  were paid for the
issuance of such shares.  The issuance of shares of common stock  qualified  for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance of
such shares by the Company did not involve a public  offering.  These  investors
represented  that they were  accredited  investors and had access to information
normally provided in a prospectus  regarding the Company. The offering was not a
"public offering" as defined in Section 4(2) due to the insubstantial  number of
persons  involved in the deal, size of the offering,  manner of the offering and
number of shares offered.  The Company did not undertake an offering in which it
sold a high number of shares to a high number of investors.  In addition,  these
investors had the necessary  investment intent as required by Section 4(2) since
they agreed to and received share certificates bearing legends stating that such
shares are  restricted  pursuant to Rule 144 of the 1933  Securities  Act. These
restrictions  ensure that these  shares would not be  immediately  redistributed
into the market and  therefore not be part of a "public  offering."  Based on an
analysis of the above factors,  the Company has met the  requirements to qualify
for  exemption  under Section 4(2) of the  Securities  Act of 1933 for the above
transaction.

For each two (2) shares of common stock issued in this  private  placement,  the
investors also received one (1) A Warrant. The exercise price for the A Warrants
is $0.86  per  warrant  share.  The A  Warrants  have a term of four  years.  In
addition,  the investors have the option to invest an additional $5.0 million in
a green shoe option.  The investors received one (1) Green Shoe Warrant for each
two (2) common shares issued in the private  placement.  The exercise  price for
the Green  Shoe  Warrants  is $0.46 per  warrant  share,  and the  warrants  are
exercisable  for one  hundred  and  eighty  (180)  business  days  after the S-1
registration  statement  covering the underlying shares and the issuable warrant
shares becomes effective.

The Company filed an S-1 Registration Statement under the Securities Act of 1933
on April 21, 2004 to  register  the  above-listed  shares and  issuable  warrant
shares.  The Form S-1  covered the  registration  of the  following  securities:
21,739,129 shares of common stock issued to the  institutional  investors in the
March  2004  transaction;  10,869,575  shares of common  stock  issuable  to the
institutional  investors  in  connection  with  conversion  of  the A  Warrants;
10,869,575  shares of common stock  issuable to the  institutional  investors in
connection with  conversion of the Green Shoe Warrants.  The Company expects the
registration  of the securities  covered by the S-1 to be completed prior to the
end of June 2004.

Private Equity Placement to Individual Accredited Investors - February 2004

In February  2004,  the Company issued a total of 443,333 shares of common stock
to current  individual  shareholders,  Management  and other third  parties in a
private equity  placement of $332,500.  A total of 44 1/3 units were issued at a
price of $7,500 per unit.  Each unit  consisted of 10,000  shares of  restricted
common stock,  par value $.000666 and 5,000 warrants  exercisable at $1.00 for a
one-year period.  The Company has the right to redeem the restricted shares from
the  investors  within  120 days of the  close of this  private  placement.  The
redemption  price is $0.75  per  share.  In the event the  Company  redeems  the
shares, the investors will retain the warrants.  The  warrants/converted  shares
shall have  registration  rights commencing 180 days after the date of issuance.
The Company filed an S-1 Registration Statement under the Securities Act of 1933
on April 21, 2004 to register the 211,666  common stock  warrants  issued to the
investors of the February 2004 private  placement.  The restricted  shares shall
remain restricted for a period of one year if not redeemed by the Company.  This
offering was closed on February 23, 2004.  Proceeds from this private  placement
will be used for working capital.

<PAGE>

The shares were issued in reliance on the exemption from  registration  provided
by Section 4(2) of the Securities Act of 1933. No commissions  were paid for the
issuance of such  shares.  All of the above  issuances of shares of common stock
qualified for exemption  under Section 4(2) of the  Securities Act of 1933 since
the  issuance of such  shares by the Company did not involve a public  offering.
These investors  represented that they were accredited  investors and had access
to  information  normally  provided in a prospectus  regarding the Company.  The
offering  was not a "public  offering"  as defined  in  Section  4(2) due to the
insubstantial  number of persons  involved  in the deal,  size of the  offering,
manner of the  offering  and  number  of shares  offered.  The  Company  did not
undertake  an offering in which it sold a high number of shares to a high number
of investors.  In addition,  these investors had the necessary investment intent
as required by Section 4(2) since they agreed to and received share certificates
bearing legends stating that such shares are restricted  pursuant to Rule 144 of
the 1933 Securities Act. These  restrictions  ensure that these shares would not
be  immediately  redistributed  into the market and  therefore  not be part of a
"public  offering."  Based on an analysis of the above factors,  the Company has
met  the  requirements  to  qualify  for  exemption  under  Section  4(2) of the
Securities Act of 1933 for the above transaction.

Shares Issued in Consideration of Consulting Services

On January 12, 2004,  the Company issued a total of 50,000 shares to Pernendu K.
Rana Medhi, a Board Member,  pursuant to a consulting  services  agreement.  The
shares were issued in reliance on the exemption  from  registration  provided by
Section 4(2) of the  Securities  Act of 1933. No  commissions  were paid for the
issuance of such shares.  These issuance of shares of common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance of
such shares by the Company did not involve a public  offering.  The offering was
not a "public  offering"  as defined in  Section  4(2) due to the  insubstantial
number of persons  involved  in the deal,  size of the  offering,  manner of the
offering and number of shares offered. The Company did not undertake an offering
in which we sold a high  number  of shares to a high  number  of  investors.  In
addition,  Mr. Medhi had the necessary  investment intent as required by Section
4(2) since he agreed to and received share certificates  bearing legends stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
These   restrictions   ensure  that  these  shares  would  not  be   immediately
redistributed  into the market and therefore not be part of a "public offering."
Based on an analysis of the above factors,  the Company has met the requirements
to qualify for exemption  under Section 4(2) of the  Securities  Act of 1933 for
the above transaction.

Changes in Securities

Pursuant  to  the  February  private  placement,   the  Company  in  April  2004
repurchased  100,000  shares of common  stock for  $75,000,  or $0.75 per share,
which was the  market  price at the time of the  transaction.  The funds for the
stock  repurchase  came from the proceeds  related to the gain on the April 2004
spot deferred sale of gold contract.

In April 2004,  2,000,000 shares of the Company's restricted common stock issued
to Antonio Treminio were returned to the Company and subsequently  cancelled.  A
dispute had arisen  between the  Company  and Mr.  Treminio  relating to alleged
obligations  owed by the  Company to Treminio  and  GoldSpring  shares  owned by
Treminio.  An agreement was reached whereby Mr. Treminio returned the shares and
the Company  simultaneously  paid Treminio  $150,000 in full satisfaction of all
amounts owed to Treminio.

Subsequent to March 31, 2004, an additional  1,947,296  restricted common shares
became unrestricted and qualified for sale in a brokered transaction pursuant to
Rule  144 of the  Securities  Act of 1933.  During  2004,  a total of  2,499,769
restricted  common  shares  became  unrestricted  and  qualified  for  sale in a
brokered transaction by unaffiliated and minority shareholders of the Company.

Item 3.   Defaults Upon Senior Securities.    Not Applicable

Item 4.   Submission of Matters to a
          Vote of Security Holders.           None

Item 5.   Other Information.                  None

Item 6.   Exhibits and Reports of Form 8-K.   None

<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on May 14, 2004.


                                          GOLDSPRING, INC.

Date:  May 17, 2004                       By:  /s/ Robert T. Faber
                                                --------------------------------
                                                   Robert T. Faber
                                                   Chief Financial Officer
                                                   and Secretary