**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington, D.C.
      20549**




**Form 10-Q**




(Mark
                One)þ
            
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d)**
              **OF
                THE SECURITIES EXCHANGE ACT OF 1934****For
                the Quarterly Period Ended March 31, 2008****OR**o
            
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d)**
              **OF
                THE SECURITIES EXCHANGE ACT OF 1934**




For
      the
      transition period from ______________ to ______________




Commission
      File No. 000-32429





**GOLDSPRING,
      INC** .


(Exact
      name of small business issuer as specified in its charter)





FLORIDA
              (State
                or other jurisdiction of
              incorporation
                or organization)
            7389
              (Primary
                Standard Industrial
              Classification
                Code Number)
            65-0955118
              (I.R.S.
                Employer
              Identification
                No.)





P.O.
      Box
      1118


Virginia
      City, NV 89440


*(Address
      of principal executive offices)*


(775)
      847-5272


*(Registrant’s
      telephone number, including area code)*





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
      (Check one):





Large
      accelerated filer      Accelerated
      filer o


Non-accelerated
      filer o Smaller
      reporting company þ




Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Act).  Yes o No þ




The
      number of shares of Common Stock, $0.000666 par value, of the registrant
      outstanding at April 17, 2008 was 3,016,987,739.







**TABLE
      OF CONTENTS**


PART
                  I.
              3Item
                  1. Financial Statements.
              3CONDENSED
                  CONSOLIDATED BALANCE SHEETS
              3CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS
              4CONDENSED
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
              5CONDENSED
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
              6NOTES
                  TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              7Item
                  2. Management’s Discussion and Analysis of Financial Condition and Results
                  of Operations.
              16Item
                  4. Controls and Procedures.
              23PART
                  II.
              24Item
                  1. Legal Proceedings.
              24Item
                  1A. Risk Factors.
              25Item
                  2. Unregistered Sales of Equity Securities and Use of
                  Proceeds.
              31Item
                  3. Defaults Upon Senior Securities.
              31Item
                  4. Submission of Matter to Vote of Security Holders.
              31Item
                  5. Other Information.
              31Item
                  6. Exhibits.
              31SIGNATURES
              32EXHIBIT
                  INDEXCertification
                  of CEO Pursuant to Rule 15d-14(a)Certification
                  of CFO Pursuant to Rule 15d-14(a)Certification
                  of CEO Pursuant to Section 1350Certification
                  of CFO Pursuant to Section 1350




**Statement
      Regarding Forward-Looking Statements**





*This
      form 10-Q contains certain forward-looking statements within the meaning of
      Section 27A of the Securities Act of 1933, as amended Section 21E of the
      Securities Exchanged Act of 193, as amended, which are intended to be covered
      by
      the safe harbors created thereby. The statements contained in this report on
      Form 10-Q that are not purely historical are forward-looking statements within
      the meaning of applicable securities laws. Forward-looking statements include
      statements regarding our “expectations,” “anticipation,” “intentions,”
“beliefs,” or “strategies” regarding the future. Forward looking statements also
      include statements regarding fluctuations in the price of gold or certain other
      commodities, (such as silver, copper, diesel fuel, and electricity); changes
      in
      national and local government legislation, taxation, controls, regulations
      and
      political or economic changes in the United States or other countries in which
      we may carry on business in the future; business opportunities that may be
      presented to or pursued by us; our ability to integrate acquisitions
      successfully; operating or technical difficulties in connection with exploration
      or mining activities; the speculative nature of gold exploration, including
      risks of diminishing quantities or grades of reserves; and contests over our
      title to properties. All forward-looking statements included in this report
      are
      based on information available to us as of the filing date of this report,
      and
      we assume no obligation to update any such forward-looking statements. Our
      actual results could differ materially from the forward-looking statements.
      Among the factors that could cause actual results to differ materially are
      the
      factors discussed in Item 1A of Part II, “Risk Factors.”*


2




**PART I.**




**Item 1.********
            ***Financial
                Statements.***


**GOLDSPRING,
      INC.**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**




**March 31,**
            
            **December 31,****2008**
            
            **2007****(Unaudited)****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            680,334
            
            $
            174,996Other
                assets
            
            
            239,583
            
            
            185,417Total
                current assets
            
            
            919,917
            
            
            360,413Property
                and equipment, net of accumulated depreciation and amortization of
                $1,122,300 and $1,062,300, respectivelyMineral
                properties
            
            
            1,347,747
            
            
            1,619,837Plant,
                equipment, mine development
            
            
            367,503
            
            
            411,040Total
                plant, equipment, mine development
            
            
            1,715,250
            
            
            2,030,877Reclamation
                deposit
            
            
            377,169
            
            
            377,169Other
                –
                embedded derivatives
            
            
            906,989
            
            
            906,989Total
                assets
            
            $
            3,919,325
            
            $
            3,675,448**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY**Current
                liabilities:Accounts
                payable
            
            $
            423,192
            
            $
            305,638Accrued
                liabilities
            
            
            740,754
            
            
            2,429,326Accrued
                interest payable
            
            
            3,190,201
            
            
            3,205,813Lease
                obligations
            
            
            34,091
            
            
            42,459Convertible
                debentures
            
            
            8,797,966
            
            
            9,568,239Other
                notes, current portion of long-term debt
            
            
            5,035,292
            
            
            3,983,800Total
                current liabilities
            
            
            18,221,496
            
            
            19,535,275Long-term
                debt, less current portion
            
            
            8,991
            
            
            11,612Derivative
                liabilities
            
            
            776,385
            
            
            776,385Reclamation
                liabilities
            
            
            553,190
            
            
            553,190Total
                long-term liabilities
            
            
            1,338,566
            
            
            1,341,187Total
                Liabilities
            
            
            19,560,062
            
            
            20,876,462Stockholders’
                deficiency:Common
                stock, $0.000666 par value; 3,950,000,000 shares authorized;
                3,016,987,739 and 2,743,508,248 shares issued
                respectively
            
            
            2,009,314
            
            
            1,827,177Additional
                paid-in capital
            
            
            15,384,470
            
            
            12,969,210Accumulated
                deficit - prior years
            
            
            (31,997,401
            )
            
            (27,940,045
            )Accumulated
                deficit - current year
            
            
            (1,307,120
            )
            
            (4,047,356
            )Total
                stockholders’ deficiency
            
            
            (15,640,737
            )
            
            (17,201,014
            )Total
                liabilities and stockholders’ deficiency
            
            $
            3,919,325
            
            $
            3,675,448




See
      notes
      to the Condensed Consolidated Financial Statements.


3




**Table
      of Contents**




**GOLDSPRING,
      INC.**





**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**(Unaudited)**




**Three
                Months Ended****March 31,****2008**
            
            **2007**Operating
                revenues
            
            $
            -
            
            $
            199,905Costs
                and expenses:Costs
                Applicable to sales
            
            
            -
            
            
            -Depletion,
                depreciation and amortization
            
            
            60,000
            
            
            73,054Reclamation,
                exploration and test mining
            
            
            649,093
            
            
            375,994General
                and administrative
            
            
            300,202
            
            
            133,640Consulting
                and professional services
            
            
            31,019
            
            
            58,6661,040,314
            
            
            641,354Loss
                from operations
            
            
            (1,040,314
            )
            
            (441,449
            )Other
                income (expense):Interest
                expense
            
            
            (741,191
            )
            
            (804,073
            )Interest
                income
            
            
            -
            
            
            -Derivative
                change in fair value
            
            
            -
            
            
            123,606Other,
                net
            
            
            744,385
            
            
            -3,194
            
            
            (680,467
            )Net
                loss
            
            $
            (1,037,120
            )
            $
            (1,121,916
            )Basic
                loss per common share
            
            $
            (0.0004
            )
            $
            (0.001
            )Basic
                weighted common shares outstanding
            
            
            2,917,703,633
            
            
            1,047,278,758




See
      notes
      to the Condensed Consolidated Financial Statements.


4




**Table
      of Contents**




**GOLDSPRING,
      INC.**





**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(Unaudited)**




**Three
                Months****Ended****March
                31,****2008**
            
            **2007****Cash
                flows from operating activities:**Net
                loss
            
            $
            (1,037,120
            )
            $
            (1,121,916
            )Adjustments
                to reconcile net loss to net cash used by operating activities:Depreciation,
                depletion and amortization
            
            
            150,625
            
            
            250,470Interest
                and payments through the issuance of common stock
            
            
            869,966
            
            
            240,601Change
                in operating assets and liabilitiesPrepaid
                and other current assets
            
            
            54,166
            
            
            (51,083
            )Bank
                overdraft
            
            
            —
            
            
            (12,609
            )Accounts
                Payable
            
            
            117,554
            
            
            150,618Accrued
                Liabilities
            
            
            (1,275,715
            )
            
            465,143Derivative
                change fair value, net
            
            
            —
            
            
            (123,606
            )Other,
                net
            
            
            207,533
            
            
            (8,878
            )Net
                cash used in operating activities
            
            
            (912,992
            )
            
            (211,260
            )**Cash
                flows from investing activities:**Acquisition
                of mineral claims
            
            
            (52,910
            )
            
            —Capital
                Expenditures
            
            
            (16,463
            )
            
            —Net
                cash used in investing activities
            
            
            (69,373
            )
            
            —**Cash
                flows from financing activities:**New
                borrowings from the issuance of notes payable to related
                parties
            
            
            1,000,000
            
            
            220,000Debt
                repayments
            
            
            (12,297
            )
            
            (8,740
            )Sale
                of common stock
            
            
            500,000
            
            
            —Other
            
            
            —
            
            
            —Net
                cash provided by financing activities
            
            
            1,487,703
            
            
            211,260**Net
                increase in cash and cash equivalents**Increase
                in cash and cash equivalents
            
            
            505,338
            
            
            —Cash
                and cash equivalents at beginning of period
            
            
            174,996
            
            
            —Cash
                and cash equivalents at end of period
            
            $
            680,334
            
            $
            —**Supplemental
                disclosure of non-cash investing and financing
                activities**Conversion
                of debt into company’s common shares
            
            $
            770,273
            
            $
            212,221Issuance
                of company’s common stock for interest
            
            $
            600,066
            
            $
            240,601Issuance
                of company’s common stock for liquidated damages
            
            $
            428,469
            
            $
            153,346Issuance
                of company’s common stock for director fees
            
            $
            234,400
            
            $
            —Issuance
                of company’s common stock for software
            
            $
            9,740
            
            $
            —Issuance
                of company’s common stock for mineral claims
            
            $
            28,690
            
            $
            —Issuance
                of company’s common stock for consulting
            
            $
            25,760
            
            $
            —




See
      notes
      to the Condensed Consolidated Financial Statements.


5




**Table
      of Contents**




**GOLDSPRING,
      INC.**




**CONDENSED
      CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENTY**





**(Unaudited)**


**(Common
      Stock Par value, $.000666 per share; 3,950,000,000 shares authorized**


**Preferred
      Stock Par Value, per share; 50,000,000 shares authorized)**





Par value
            
            Additional
            
            Treasury
              Stock
            
            AccumulatedCommon
              Shares Issued
            
            $.000666
              per share
            
            Paid-in
              Capital
            
            (at
              cost)
            
            Defici**t**
            
            **Total**Balance
                - December 31, 2006,
            
            
            958,938,940
            
            $
            638,653
            
            $
            11,603,560
            
            
            -
            
            $
            (27,940,829
            )
            $
            (15,698,616
            )Liquidated
                damages
            
            
            50,000,000
            
            
            33,300
            
            
            121,047
            
            
            -
            
            
            -
            
            
            154,347Common
                stock issued for debenture principal
            
            
            898,776,970
            
            
            598,585
            
            
            846,362
            
            
            -
            
            
            -
            
            
            1,444,947Common
                stock issued for debenture interest
            
            
            835,792,338
            
            
            556,639
            
            
            398,241
            
            
            -
            
            
            -
            
            
            954,880Other
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            784
            
            
            784Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,057,356
            )
            
            (4,057,356
            )Balance
                - December 31, 2007,
            
            
            2,743,508,248
            
            $
            1,827,177
            
            $
            12,969,210
            
            
            -
            
            $
            (31,997,401
            )
            $
            (17,201,014
            )Liquidated
                damages
            
            
            50,051,631
            
            
            33,334
            
            
            395,135
            
            
            -
            
            
            -
            
            
            428,469Common
                stock issued for debenture principal
            
            
            79,847,173
            
            
            53,178
            
            
            717,095
            
            
            -
            
            
            -
            
            
            770,273Common
                stock issued for debenture interest
            
            
            67,145,795
            
            
            44,719
            
            
            555,347
            
            
            -
            
            
            -
            
            
            600,066Sale
                of common stock
            
            
            50,000,000
            
            
            33,300
            
            
            466,700
            
            
            -
            
            
            -
            
            
            500,000Common
                stock issued for director fees
            
            
            20,000,000
            
            
            13,320
            
            
            221,080
            
            
            -
            
            
            -
            
            
            234,400Common
                stock issued for mineral claims
            
            
            2,000,000
            
            
            1,332
            
            
            27,358
            
            
            -
            
            
            -
            
            
            28,690Common
                stock issued for consulting
            
            
            2,000,000
            
            
            1,332
            
            
            24,428
            
            
            -
            
            
            -
            
            
            25,760Common
                stock issued for software
            
            
            2,434,892
            
            
            1,622
            
            
            8,118
            
            
            
            
            
            
            
            
            9,740Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,037,120
            )
            
            (1,037,120
            )Balance,
                March 31, 2008
            
            
            3,016,987,739
            
            $
            2,009,314
            
            $
            15,384,470
            
            $
            -
            
            $
            (33,034,521
            )
            $
            (15,640,737
            )





See
      notes
      to the Condensed Consolidated Financial Statements.




6




GOLDSPRING,
      INC.


NOTES
      TO
      FINANCIAL STATEMENTS


March
      31,
      2008 AND 2007




**1.
      Basis of Presentation**




We
      were
      incorporated in the State of Florida effective October 19, 1999 under the name
      of Click and Call, Inc. On September 7, 2000, we filed an amendment to our
      Articles of Incorporation changing our name to STARTCALL.COM, INC. On March
      10,
      2003, we changed our name to GoldSpring, Inc. (“we” “Goldspring,” or the
“Company”). The primary nature of our business is the exploration and
      development of mineral producing properties. We originally became a mineral
      company through an acquisition of unpatented placer mineral claims and the
      Big
      Mike copper claims in June 2003 from Ecovery, Inc. The transaction had an
      effectuation date of March 11, 2003. Specifically, that acquisition provided
      us
      with a number of Nevada-based placer claims, including the Gold Canyon and
      Spring Valley claims, and 17 unpatented lode claims called the Big Mike Copper
      property. This acquisition did not include any real property rights. In November
      2003, we acquired the Plum mine facility as well as water rights that are usable
      at Plum Mine and the Gold Canyon and Spring Valley placer claims.




**Note
      2 — Interim Financial Statements**




The
      accompanying interim unaudited condensed financial statements have been prepared
      in accordance with generally accepted accounting principles for interim
      financial information and with the instructions to Form 10-Q and Article 8
      of
      Regulation S-X. Accordingly, they do not include all of the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In our opinion, all adjustments (consisting of normal
      recurring accruals) considered necessary for a fair presentation have been
      included. Operating results for the three-month period ended March 31, 2008
      are
      not necessarily indicative of the results that may be expected for the year
      ending December 31, 2008. For further information, refer to the financial
      statements and footnotes thereto included in our Form 10-KSB Report for the
      fiscal year ended December 31, 2007.




**Note
      3 — Going Concern**




The
      accompanying consolidated condensed financial statements have been prepared
      in
      conformity with accounting principles generally accepted in the United States
      of
      America which contemplate continuation of the Company as a going concern.
      However, the Company has year end losses from operations and had no revenues
      from operations during the three months ended March 31, 2008. During the three
      months ended March 31, 2008 the Company incurred a net loss of $1,037,120.
      Further, the Company has inadequate working capital to maintain or develop
      its
      operations, and is dependent upon funds from private investors and the support
      of certain stockholders.





These
      factors raise substantial doubt about the ability of the Company to continue
      as
      a going concern. The financial statements do not include any adjustments that
      might result from the outcome of these uncertainties. In this regard, Management
      is proposing to raise any necessary additional funds through loans and
      additional sales of its common stock. There is no assurance that the Company
      will be successful in raising additional capital.





**Note
      4 — Management Plans**





Our
      plans
      for the continuation of our company as a going concern include developing our
      Comstock Lode Project into a profitable operation and supplementing financing
      of
      our operations through sales of our unregistered common stock and borrowings
      from affiliates and other shareholders. There are no assurances, however, with
      respect to the future success of these plans. The financial statements do not
      contain any adjustments, which might be necessary, if we are unable to continue
      as a going concern.




7





**Note
      5 — Summary of Significant Accounting Policies**





Summarized
      below are the significant accounting policies of GoldSpring, Inc. (“we,”
“GoldSpring,” or the “Company”). Unless otherwise indicated, amounts provided in
      these notes to the financial statements pertain to continuing
      operations.





*Recent
      Authoritative Pronouncements*




Recent
      accounting pronouncements that the Company has adopted or will be required
      to
      adopt in the future are summarized below.




***Recently
      issued accounting standards***





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value
      Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value,
      establishes a framework for measuring fair value and expands disclosures about
      fair value measurements. SFAS No. 157 is effective for financial statements
      issued for fiscal years beginning after November 15, 2007. However, on February
      12, 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, “Effective
      Date of FASB Statement No. 157,” (“FSP No. 157-2”), which delays the effective
      date of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities,
      except for items that are recognized or disclosed at fair value in the financial
      statements on a recurring basis (at least annually). FSP No. 157-2 defers the
      effective date of SFAS No. 157 to fiscal years beginning after November 15,
      2008, and interim periods within those fiscal years for items within scope
      of
      FSP No. 157-2. The Company does not believe that the adoption of SFAS No. 157
      will have a material impact on its consolidated financial
      statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159
      permits entities to choose to measure many financial instruments and certain
      other items at fair value that are not currently required to be measured at
      fair
      value. The objective is to improve financial reporting by providing entities
      with the opportunity to mitigate volatility in earnings caused by measuring
      related assets and liabilities differently without having to apply complex
      hedge
      accounting provisions. SFAS No. 159 also establishes presentation and disclosure
      requirements designed to facilitate comparisons between entities that choose
      different measurement attributes for similar types of assets and liabilities.
      SFAS No. 159 is effective for financial statements issued for fiscal years
      beginning after November 15, 2007. Although the Company adopted SFAS No. 159
      as
      of January 1, 2008, the Company has not yet elected the fair value option for
      any items permitted under SFAS No. 159.





On
      December 12, 2007, EITF No. 07-01, "Accounting for Collaborative
      Arrangements Related to the Development and Commercialization of Intellectual
      Property," ("EITF No. 07-01"), was issued. EITF No. 07-01 prescribes the
      accounting for collaborations. It requires certain transactions between
      collaborators to be recorded in the income statement on either a gross or net
      basis within expenses when certain characteristics exist in the collaboration
      relationship. EITF No. 07-01 is effective for the Company's collaborations
      existing after January 1, 2009. The Company is currently evaluating the
      impact this standard will have on its consolidated financial statements.





**Note
      6 —Notes Payable Stockholders**




As
      of
      March 31, 2008, the Company is in default of the terms on several outstanding
      note payable with several of its note holders with principal balance due of
      $11,822,966 and accrued interest of $3,174,789. Because we are in default,
      the
      entire note balances have been recorded as current liabilities.




8




**Note
      7 —Convertible Debentures and Notes Payable**




*Convertible
      Debentures-Investors*




We
      completed a private placement of securities transaction during March 2004
      (the “March Offering”). In connection with the offering, we received gross
      proceeds of $10 million from a group of accredited institutional and individual
      investors. Subsequent to the closing of the March Offering, we failed to meet
      certain provisions of the offering that required for us to provide for an
      effective registration statement with the Securities and Exchange
      Commission.




As
      a
      result, and effective November 30, 2004, we restructured the private
      placement transaction and entered into a new subscription agreement. In
      connection with the restructuring, we exchanged 8% convertible notes in the
      aggregate principal amount of approximately $11.1 million and four-year
      warrants to purchase approximately 27.8 million shares of common stock at
      an exercise price of $0.20 per share, subject to anti-dilution adjustments,
      for
      21,739,129 shares of common stock and 21,739,129 warrants to purchase shares
      of
      common stock issued in the March Offering. The principal amount of the
      convertible notes consist of the original $10.0 million investment plus
      approximately $1.1 million of accrued penalties associated with the delay
      in effectiveness of our registration statement covering the resale of the shares
      of common stock held by the investors.




The
      8%
      convertible notes matured in November 2007. We must make monthly payments
      of 102% of 1/20 th of the
      initial principal amount, together with accrued interest. We have the option
      to
      repay such amounts in shares of our common stock at a conversion rate equal
      to
      85% of the average of the five lowest closing bid prices of our common stock
      during the 20 trading days preceding each payment date. We may prepay the
      outstanding principal amount by paying the holders of the notes 115% of the
      then-outstanding principal amount. Each holder of notes may convert the notes
      into shares of common stock at an initial conversion price of $0.20 per share,
      which is subject to anti-dilution adjustments. During the first 20 days
      following the closing date, the conversion price may be reduced to a price
      equal
      to 70% of the average of the five lowest closing prices of our common stock
      during the 20 trading days preceding the closing date.




On
      April
      1, 2005, we failed to make our first payment on the notes and were in default
      of
      the terms of the convertible notes. On December 20, 2004, we received notice
      from holders of approximately $3.8 million of convertible notes of their
      intention to convert into shares of our common stock. The applicable conversion
      rate was approximately $0.11 per share, and we were obligated to issue
      33,817,594 shares of our common stock. Under the terms of the subscription
      agreement, we had three business days following receipt of the notice of
      conversion of notes to deliver to the note holders’ free-trading common stock
      certificates (the “Delivery Date”). Although the shares were due to be delivered
      in December 2004, they were not delivered until 2005. As a result of our failure
      to deliver shares, we were subject to liquidated damages that were settled
      by
      the issuance of notes payable to the investors.




*Convertible
      Debentures-Mandatory Redemption Payment*




The
      failure to deliver the shares by the Delivery Date resulted in liquidated
      damages of 1% of the note principal amount being converted per business day
      after the Delivery Date. We did not deliver the share certificates within the
      period required in the subscription agreement and as a result, in March of
      2005,
      John V. Winfield, a major shareholder and note holder elected to demand payment
      of approximately $6.9 million pursuant to the mandatory redemption payment
      provisions of the subscription agreement and forfeit his right to receive the
      shares in favor of the payment.




On
      March
      31, 2005, we entered into a Settlement Agreement (“Settlement”) with the Mr.
      Winfield and agreed to convert the mandatory redemption payment into Nine
      Convertible Debentures (“the Debentures”). Accordingly, we accrued a liability
      for approximately $6.9 million and reduced our paid-in-capital account for
      approximately $3.5 million. The Debentures are subject to various covenants
      and
      conditions, including, but not limited to anti-dilution rights and protective
      rights.




9





The
      Debentures accrue interest at 18% per annum and are payable in monthly
      installments of principal and interest over a 24 month period with the remaining
      entire balance of unpaid principal and interest due on March 31, 2008. The
      debentures are subject to the following terms:




*Conversion
      Rights*




The
      Debentures are convertible, in all or in part, into shares of our common stock
      (“Conversion Shares”) at any time. The conversion price shall is equal to the
      lesser of: (i) eighty-five percent (85%) of the average of the five (5) lowest
      closing bid prices of the common stock as reported by Bloomberg L.P. for the
      twenty (20) trading days preceding the date the Company was obligated to pay
      the
      mandatory redemption Payment; and (ii) eighty-five percent (85%) of the average
      of the five (5) lowest closing bid prices of the common stock as reported by
      Bloomberg L.P. for the twenty (20) trading days preceding the date of any such
      conversion; provided, however, until the effective date of the registration
      statement (see below), the conversion price shall be fifty-percent (50%) of
      the
      average of the five (5) lowest closing bid prices of the Common Stock as
      reported by Bloomberg L.P. for the twenty (20) trading days preceding the date
      of any such conversion. In no event shall the conversion price be higher than
      (i) $0.1131 and (ii) the conversion price of the convertible notes (See Note
      6),
      as adjusted from time to time, whichever is lower.





Pursuant
      to the terms of various financing instruments between Goldspring and some of
      its
      lenders have certain “favored nations” rights to either receive shares or have
      certain note conversion exercise prices reduced so that the overall equity
      issuance pricing is reduced to the same price as paid by any subsequent
      purchasers of equity and/or convertible note.  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.




*Security
      Agreement*




Pursuant
      to the terms of the Settlement Agreement, the Debentures are granted a priority
      collateralized position, second only to our note payable to the Brockbank Trust
      (See Note 7) in substantially all of our assets.




*Mandatory
      Registration Rights*




The
      terms
      of the Debenture agreement require that we must file with the Securities and
      Exchange Commission on a Form SB-2 registration statement, or such other form
      that we are eligible to use, to register the Conversion Shares, together with
      any other shares of Common stock issuable hereunder for resale and distribution
      under the 1933 and cause to be filed not later than April 30, 2005 and declared
      effective not later than March 31, 2005. If we fail to make effective a
      registration statement we are subject to liquidated damages, an amount equal
      to
      two percent (2%) for each thirty (30) days or part thereof, thereafter of the
      principal amount of the Debenture remaining unconverted and purchase price
      of
      Conversion Shares issued upon conversion of the Debenture owned of record by
      the
      holder. The Company must pay the liquidated damages in cash or an
      amount ****** equal
      to
      two hundred percent of such cash liquidated damages if paid in additional shares
      of registered un-legended free ****** trading
      shares of common stock. As of March 31, 2008 we had failed to make any monthly
      payments on the debentures and are in default.




10





On
      December 20, 2004, we received notice from holders of approximately $500,000
      of
      convertible notes payable of their intention to convert into shares of our
      common stock. As a result, we recorded the issuance of 4,243,791 shares on
      December 20, 2004. We were required to deliver certificates representing
      unrestricted, free-trading stock within three business days of our receipt
      of
      the notices of conversion (the “Delivery Date”). The failure to deliver the
      shares by the Delivery Date resulted in liquidated damages of 1% of the Note
      principal amount being converted per business day after the Delivery Date.
      Our
      former Chief Executive Officer did not deliver the stock certificates within
      the
      required period. On March 18, 2005 we delivered the certificates representing
      the shares of common stock to these converting note holders. The 84 -day delay
      in delivering the shares resulted in liquidated damages of $403,175. We
      recognized these damages during the fourth quarter of 2004 and the first quarter
      of 2005. We issued convertible notes for the amount of liquidated damages
      due.




**$2,200,000
      Principal Amount Convertible Debenture Financing**





On
      August
      23 and 24, 2007, the Company formally entered into an agreement with several
      investors to loan $1,900,000 to the Company. In March 2008, the Company amended
      the agreement increasing the loan amount to $2,200,000. The notes evidencing
      the
      loan bear interest at the rate of 12% per annum, payable monthly on the first
      of
      each month commencing October 1, 2007, along with 1/24 of the principal amount
      of such notes on each repayment date and were issued between May 18, 2007 -
      August 24, 2007, with the second quarter notes being treated as “bridge debt”
until the loan agreement was formally signed.. The default interest is 18%
      per
      annum. The notes are also convertible into Common Stock at a 50% discount to
      market until a registration statement registering the Common Stock underlying
      the notes is effective and at a 15% discount to market thereafter. As additional
      consideration, the investors are to be issued a total of 20,000,000 warrants
      to
      purchase common stock at exercise prices based upon the same formulas as 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 March 31, 2008, we had failed
      to make any monthly payments on the notes and are in default.




The
      notes
      issued as of March 31, 2008 are as follows:





Issued date
            
            Face amountWinfield
                Debenture Payable
            
            
            5/15/2007
            
            $
            300,000Winfield
                Debenture Payable
            
            
            6/21/2007
            
            
            300,000Winfield
                Debenture Payable
            
            
            8/23/2007
            
            
            300,000Longview
                Debenture Payable
            
            
            8/24/2007
            
            
            300,000Winfield
                Debenture Payable
            
            
            12/12/2007
            
            
            100,000Winfield/Longview
                Debenture Payable
            
            
            First
              Quarter
              2008
            
            
            331,120Winfield/Longview
                Debenture Payable
            
            
            Second
              Quarter
              2008
            
            
            538,880Total
            
            
            
            
            $
            2,170,000




11





Accordingly,
      at March 31, 2008 and 2007, we classified the following convertible debentures
      as current liabilities as follows:




**March 31,**
              **2008**
            
            **March
                31,**
              **2007**Convertible
                Debentures Payable-Investors
            
            $
            1,105,908
            
            $
            2,438,962Convertible
                Debentures Payable- Mandatory Redemption payment
            
            
            5,522,058
            
            
            5,835,688Convertible
                Debentures Payable- Failure to Deliver Shares
            
            
            -
            
            
            356,348Convertible
                Notes Payable - 2007 & 2008
            
            
            2,170,000
            
            
            1,631,120Total
            
            $
            8,797,966
            
            $
            10,262,118




Pursuant
      to the terms of various financing instruments between Goldspring and some of
      its
      lenders have certain “favored nations” rights to either receive shares or have
      certain note conversion exercise prices reduced so that the overall equity
      issuance pricing is reduced to the same price as paid by any subsequent
      purchasers of equity and/or convertible note.  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.




**Note
      8 —Promissory Notes Payable**




*Promissory
      Notes Payable—July 2005 Financing*




In
      July
      of 2005, we borrowed $1.2 million from companies controlled by John V. Winfield,
      a major shareholder. Proceeds from the notes were reduced by a 33.3% original
      issue discount and other origination fees. Net proceeds received by the Company
      from the borrowing were $740,000. The notes accrue interest at 15% per annum
      and
      are payable in monthly installments of principal and interest over a 24 month
      period with the remaining entire balance of unpaid principal and interest due
      on
      July 15, 2008. The default interest rate is 17% per annum. The notes are
      collateralized by substantially all of the Company’s assets subject to the
      security interest of the Brockbank Trust (See Note 7). As of March 31, 2008
      we
      had failed to make any monthly payments on the notes and are in default.
      Accordingly, the entire principal balance and all accrued and unpaid interest
      thereon are considered accelerated and classified as current liabilities. As
      of
      March 31, 2008, we had failed to make any monthly payments on the notes and
      are
      in default.




*Promissory
      Notes Payable—September 2005 Financing*




In
      September of 2005, we borrowed $300,000 from Longview Fund L.P., a major
      shareholder. Proceeds from the notes were reduced by a 33.3% original issue
      discount and other origination fees. Net proceeds received by the Company from
      the borrowing were $165,500.The notes accrue interest at 15% per annum and
      are
      payable in monthly installments of principal and interest over a 24 month period
      with the remaining entire balance of unpaid principal and interest due on July
      15, 2008. The default interest rate is 17% per annum. The notes are
      collateralized by substantially all of the Company’s assets subject to the
      security interest of the Brockbank Trust (See Note 7) and the Winfield
      convertible debentures of March 2005.




The
      notes
      share a security interest with the Winfield notes issued in July 2004. As of
      March 31, 2008, we had failed to make any monthly payments on the notes and
      are
      in default.





*Promissory
      Notes Payable: December 2005 through March 2006 Financing*




In
      December of 2005, we borrowed $375,000 from Longview Fund L.P., a major
      shareholder and $200,000 from MCF Corporation. The notes accrue interest at
      16%
      per annum, are uncollateralized and are payable including accrued interest
      on or
      before March 15, 2006. The default interest is 22% per annum. As of March 31,
      2008, we had failed to make any payment on the notes and are in
      default.




12




In
      February 2006, we completed a financing transaction, which provided us with
      $250,000 in funding. In consideration for the funding, we issued a promissory
      note with a term of ninety (90) days and an interest rate of sixteen percent
      (16%) per annum. The default interest rate on the note is twenty-two percent
      (22%). The funds were used for working capital and general corporate purposes.
      In March 2006, we completed an additional financing transaction, which provided
      us with $150,000 in funding under the same terms and conditions as the February
      2006 financing. The default interest is 22% per annum. As of March 31, 2008,
      we
      had failed to make any payment on the notes and are in default.




*Promissory
      Notes Payable: 2007 Financing*




On
      July
      13, 2007 we borrowed $300,000 from Longview Fund L.P., a major shareholder.
      The
      note accrues interest at 16% per annum, is uncollateralized and is payable
      including accrued interest on or before November 10, 2007. The default interest
      is 18% per annum. As of March 31, 2008, we had failed to make any payment on
      the
      notes and are in default.





On
      October 9, 2007, we completed a financing transaction, which provided us with
      $137,500 in funding. In consideration for the financing, we issued promissory
      notes with a face value of $200,000, reflecting an original issue discount
      of
      thirty-one and a quarter (31.25%) percent. The term of the notes is one. The
      note does not bear interest. The funds were used for working capital and general
      corporate purposes.





On
      December 11, 2007, we formally entered into an agreement with several investors
      to loan $1,000,000 to the Company. In consideration for the financing, we issued
      promissory notes with a face value of $1,200,000, reflecting an original
      discount of sixteen and seventeen hundreds (16.17%) percent. The notes
      evidencing the loan bear interest at the rate of 4.9% per annum, payable on
      or
      prior to the one year anniversary of the respective loan date As of December
      31,
      2007, $600,000 of the $1,200,000 has been funded by the investors.





*Promissory
      Notes Payable: 2008 Financing*





On
      January 31, 2008, we completed a financing transaction with several investors
      which provided us with $500,000 in funding. In consideration for the financing,
      we issued promissory notes with a face value of $600,000, reflecting an original
      discount of sixteen and seventeen hundreds (16.17%) percent. The notes
      evidencing the loan bear interest at the rate of 4.9% per annum, payable on
      or
      prior to the one year anniversary of the respective loan date.





On
      February 29, 2008, we received the $500,000 balance of the financing from the
      December 11, 2007 financing agreement. In consideration for the financing,
      we
      issued promissory notes with a face value of $600,000, reflecting an original
      discount of sixteen and seventeen hundreds (16.17%) percent. The notes
      evidencing the loan bear interest at the rate of 4.9% per annum, payable on
      or
      prior to the one year anniversary of the respective loan date.





The
      aggregate total of the first quarter 2008 financing transactions was
      $1,000,000.





Accordingly,
      at March 31, 2008 and 2007, we classified the following notes payable as current
      liabilities as follows:





**March
                31,**
              **2008**
            
            **March
                31,**
              **2007**Promissory
                Notes Payable-July 2005 Financing
            
            $
            1,200,000
            
            $
            1,200,000Promissory
                Notes Payable-September 2005 Financing
            
            
            300,000
            
            
            300,000Promissory
                Notes Payable-December 2005 Financing
            
            
            575,000
            
            
            575,000Promissory
                Notes Payable-February 2006 Financing
            
            
            250,000
            
            
            250,000Promissory
                Notes Payable-March 2006 Financing
            
            
            150,000
            
            
            150,000Promissory
                Notes Payable-July 2007 Financing
            
            
            300,000
            
            
            -Promissory
                Notes Payable-October 2007 Financing
            
            
            200,000
            
            
            -Promissory
                Notes Payable-December 2007 Financing
            
            
            600,000
            
            
            -Promissory
                Notes Payable-January 2008 Financing
            
            
            600,000
            
            
            -Promissory
                Notes Payable-February 2008 Financing
            
            
            600,000
            
            
            -Total
            
            $
            4,775,000
            
            $
            2,475,000




13




**Note
      9 —Other Long Term Debt**




*Notes
      Payable- Plum Mine*




We
      have
      note payable to a shareholder related to our purchase of the Plum Mining
      property. This note bears interest at 5% annually. The note is payable in ten
      quarterly payments through September 2007. As of March 31, 2008, we are in
      default.





*Notes
      Payable / Lease Obligations - Equipment Financing*




During
      2004, we purchased certain equipment and financed our purchases through GMAC,
      Ford Motor and Caterpillar Company credit agencies. Aggregated principal and
      interest due pursuant to the financings is due monthly in equal installments
      of
      $3,952, at an averaged interest rate of 7.2%. The equipment purchased is pledged
      as collateral for the debt. At March 31, 2008 and 2007, we had the following
      amounts due under the financings as follows:




**March 31,**
              **2008**
            
            **March
                31,**
              **2007**Long-term
                Debt-Current Plum Mine
            
            $
            10,292
            
            $
            9,758Long-term
                Debt-Current Seller Note
            
            
            250,000
            
            
            397,200Other
                Long-term Debt-Current
            
            
            34,091
            
            
            29,671Total
            
            $
            294,383
            
            $
            436,629





*Notes
      Payable- Equipment Financing - Continued*





**March
                31,**
              **2008**
            
            **March
                31,**
              **2007**Long-term
                Debt-non current Plum Mine
            
            $
            8,991
            
            $
            20,735Long-term
                Debt-non current Seller Note
            
            
            -
            
            
            -Other
                Long-term Debt -Non-current
            
            
            -
            
            
            39,092Total
            
            $
            8,991
            
            $
            59,827




Principal
      payments on other long-term debt related to equipment financing for the next
      four years are as follows:




2008
            
            $
            42,7462009
            
            $
            10,6282009
            
            $
            -2011
                and thereafter
            
            $
            -Total
            
            $
            53,374




14





*Convertible
      Notes Payable-Failure to Deliver Shares*




In
      March
      of 2005, and pursuant to our settlement with investors for our failure to
      deliver shares of our common stock upon their conversion of debentures during
      2004 (See above), we issued convertible notes payable that accrue interest
      at 8%
      and are payable in equal monthly installments including interest beginning
      April
      1, 2007. In the event of our default on the notes the interest rate increased
      to
      15%.




*Conversion
      Rights*




The
      notes
      are convertible, in all or in part, into shares of our common stock at any
      time
      at an initial conversion price of $0.20, subject to certain anti-dilution
      provisions that include the sale of assets, reclassifications of our equity,
      issuance of additional shares and stock splits and dividends.




*Borrower’s
      Repayment Election* .





The
      monthly amount due on a repayment date shall be paid by the Company at its
      election (i) in cash at the rate of 102% of such monthly amount otherwise due
      on
      such repayment date within three (3) business days of the applicable repayment
      date, or (ii) with registered, freely transferable common stock at an applied
      conversion rate equal to eighty-five percent (85%) of the average of the five
      (5) lowest closing bid prices of the common stock as reported by Bloomberg
      L.P.
      for the twenty (20) trading days preceding such repayment date.





On
      April
      1, 2005, we failed to make our first payment on the convertible debentures
      and
      were in default of the terms of the convertible notes.





Pursuant
      to the terms of various convertible financing instruments between Goldspring
      and
      some of its lenders have certain “favored nations” rights to either receive
      shares or have certain note conversion exercise prices reduced so that the
      overall equity issuance pricing is reduced to the same price as paid by any
      subsequent purchasers of equity and/or convertible note.  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.





At
      March
      31, 2008 and 2007 we classified the following notes payable as current
      liabilities as follows:




**March
                31,**
              **2008**
            
            **March
                31,**
              **2007**Convertible
                Notes Payable
            
            $
            8,797,966
            
            $
            10,262,118Promissory
                notes
            
            
            4,775,000
            
            
            2,475,000Other
                notes, current portion long-term debt
            
            
            294,383
            
            
            436,629Total
            
            $
            13,867,349
            
            $
            13,173,747




**Note
      10. Unregistered Sales of Securities**





On
      February 20, 2008, Goldspring raised $500,000 through a private placement to
      accredited investors. In consideration we issued 50,000,000 shares of our
      unregistered Common Stock at $0.01 per share purchase price.  The proceeds
      from this private placement were used to fund exploratory drilling and for
      general working capital.


15




In
      January 2008, our two outside directors were issued, in aggregate, twenty
      million shares of our unregistered common stock as director compensation. The
      value of the common shares at the time of issuance was $234,400, averaging
      $0.012 per share.





During
      the first quarter 2008, 2,000,000 unregistered common shares, valued at $29,690
      or $0.014 per share, were issued for the acquisition of mining claims in the
      Comstock Lode District.





Pursuant
      to a November 2007 agreement, we issued 2,434,892, valued at $9,740 or $0.004
      per share, for the procurement of software used in delineating and quantifying
      the size of the ore body.





In
      March
      2008, two consultants were issued a total of two million shares, valued at
      $25,760 or $0.013, for services performed.





Pursuant
      to the November 27, 2006 Executive Employment Agreement with Robert T. Faber,
      its CEO, Mr. Faber was issued 80,000,000 stock options at an exercise price
      of
      $.01119 on January 9, 2008. The stock options have an expiration date of January
      8, 2013.




**Item
      2.**  **Management’s
      Discussion and Analysis or Plan of Operations**





The
      following discussion provides information that we believe is relevant to an
      assessment and understanding of the consolidated results of operations and
      financial condition of our company. It should be read in conjunction with the
      Consolidated Financial Statements and accompanying Notes.





The
      following discussion addresses matters we consider important for an
      understanding of our financial condition and results of operations as of and
      for
      the quarter ended March 31, 2008, as well as our future results.




*Overview*




We
      are a
      North American precious metals mining company with a fully permitted gold and
      silver test mine in northern Nevada. Our Company was formed in mid-2003, and
      we
      acquired the Plum Comstock Lode property in November 2003. In our relatively
      short history, we secured permits, built an infrastructure and brought the
      Plum
      exploration project into test mining production.  Since 2005, we
      started acquiring additional properties around in the Comstock Lode District
      in
      Nevada, expanding our footprint and creating opportunities for exploration.
      We
      are an emerging company, looking to build on our success through the acquisition
      of other mineral properties in the Comstock Lode District with reserves and
      or
      exploration potential. The Company's objectives are to optimize production,
      increase reserves through exploration and acquisitions, expand its footprint
      in
      the Comstock, and maximize shareholder value.




In
      the
      first quarter of 2007, we decided to temporarily cease mining activity while
      we
      focus on delineating the ore body and exploratory drilling that should lead
      to a
      comprehensive mine plan and, ultimately, to more efficient mining in the
      future.




Due
      to
      the nine month cessation of mining activities, there was little ore to
      produce in the second quarter, and therefore revenues in the second quarter
      2006
      were markedly lower than in the first quarter, when there was still a supply
      of
      ore, mined in the fourth quarter of 2005, to process and sell. A lapse in mining
      typically leads to reduced saleable materials in the next fiscal quarter as
      the
      mining-processing-sales cycle is approximately 60 - 90 days. The third quarter
      of 2006 marked the recommencement of mining activities. The mine was shut down
      again in the first quarter of 2007 due to insufficient funds to run
      operations.


16




In
      the
      first quarter of 2007, three of our four remaining directors resigned to pursue
      other opportunities which left the Company with the opportunity to seek a new
      Board well experienced in the mining industry.





The
      Company turned a corner during 2007 with the final settlement of the Parent
      litigation and settlement of the Degerstrom litigation, both of which had caused
      a drain of financial and human resources that all but consumed the Company.
      Given the end of this litigation, change in Board composition and continued
      challenges in capital raising efforts, the Company’s management determined that
      there is a need to reevaluate the Company’s business plan with a view toward the
      best way to maximize shareholder value and protection of our secured creditors.




In
      detail, this evaluation is covering the following matters:





·
            Expanding
                our footprint in the Comstock Region and other acquisition
                opportunities·
            Further
                exploration in the Comstock Region to accomplish the above, including
                a
                decision to review the geology of the Hartford complex in a more
                detailed
                manner·
            Completion
                of the Plum Mine reserve report·
            Strategic
                acquisitions in other areas of North
                America





Adjustments
      to this analysis have been made over the past few months, all with the goal
      to
      best utilize the Company’s limited financial resources to increase shareholder
      value and to focus on raising additional capital to reinstate operations.





Despite
      the mine shutdown in the first quarter 2007, the Company has had activity in
      ore
      body delineation, metallurgic testing and exploration. Ore body delineation
      included plans to commence developmental drilling in December 2007, with
      drilling to be completed in three phases of 100 holes per phase. The goal is
      to
      define and map the ore body and to prepare geologic cross sections to be
      utilized in mine planning and as a result, to be able to build a new mine model
      using geostatistics and extensive drill hole data.





There
      is
      also ongoing exhaustive metallurgic testing to attempt to maximize recovery
      of
      the high grade fraction of the ore and to determine optimum size to continue
      heap leaching. The Company is also assessing whether a small mill could be
      added
      to increase overall recovery.





The
      exploration drilling program, which is heavily dependent on funds availability,
      commenced in December 2007. The Company is scheduled to continue with the
      exploration drilling program throughout 2008.




Assuming
      sufficient funds are raised in a timely manner, the Company’s goal would be to
      reopen the Mine during the second half of 2008. In order to resume production,
      the Company must complete a reserve report certified by a qualified third party;
      complete a comprehensive mine plan; and complete a mining schedule, all of
      which
      are dependent upon ability to secure sufficient funds to procure the mining
      fleet.





There
      are
      also risks involved in the fact that one individual and his affiliates, as
      of
      March 31, 2008, beneficially own in excess of 28% of our voting stock. Pursuant
      to our recent financing agreement, this convertible debt holder and his
      affiliates with a 61 day notice can waive the 4.9% ownership restriction,
      allowing him to convert 100% of his convertible debt and related interest,
      which
      totals $9,290,915 at March 31, 2008, into our common shares. This group, if
      they
      waive the ownership restriction and convert all convertible debt and related
      interest into our voting common stock *,* may
      take
      actions that could conflict with your interests *.* This
      includes the election of Company directors, approval of actions generally
      requiring the approval of the holders of our voting stock, including adopting
      amendments to our articles of incorporation and bylaws and approving mergers,
      certain acquisitions or sales of all or substantially all of our assets, which
      could delay or prevent someone from acquiring or merging with us or limit the
      ability of our other stockholders to approve transactions that they may deem
      to
      be in their best interests.




17





***Results
      of Operations and Operational Plan***




Our
      Comstock Lode Mine, which is located in Storey County, Nevada, went into test
      mining production in late third quarter 2004. We have not established reserves
      on this exploration project. Therefore, all of our activities on this property
      are considered test mining or exploratory in nature. One of our top priorities
      in 2005 was to improve efficiencies and increase test mining production at
      our
      Comstock Lode Mine. In March 2005, we initiated a program to improve the
      operational efficiency of our mining operation. As part of this program, we
      consolidated our corporate office with the Comstock Lode Mine office. We also
      made improvements to our processing plant and took over crushing operations
      from
      our third-party contractor, reducing costs and increasing our control over
      the
      crushing process. Our improvement program continued throughout the year. In
      November 2005, we retained mining engineer Jim Golden, who became our COO in
      2006, to conduct a comprehensive review of all aspects of the Comstock Lode
      Mine
      operation, including the overall mine plan, with the objective of further
      improving efficiency, increasing production, and reducing costs. Furthermore,
      TechBase of Colorado, with the help of our consultants, is expected to complete
      a detailed mine plan and an initial 43-101 reserve report for the Comstock
      Lode
      mine by late spring 2008. We believe that these steps coupled with our
      exploratory drilling of the Hartford Complex will improve our overall
      performance at the Comstock Lode Mine.




We
      had
      planned to commence our exploratory drilling program in mid 2007 if capital
      resources allowed; however, due to insufficient funds, this was delayed until
      the December 2007. In late 2007, we retained Dwight Juras, Ph. D. geologist,
      to
      assist in overseeing our exploration program at the Comstock Lode Mine and
      in
      the Comstock Lode district. Mr. Juras has over thirty years of diverse
      geological and exploration experience in the mining industry. He has worked
      for
      several major mining companies. We have allocated a budget of $2,000,000 to
      explore and develop our claims at the Comstock Lode Mine. We had hoped to
      begin exploration in late spring or early summer of 2006 but due to inability
      to
      obtain a large enough capital investment this exploration was delayed until
      December 2007. Exploratory drilling started in late 2007 and is scheduled to
      continue throughout 2008 (assuming the Company is able to secure adequate
      financing). We intend to target our exploration toward replenishing and
      expanding our mineralized material inventory at our Hartford Complex property
      in
      the Comstock Lode District and toward developing new mineral properties in
      the
      Comstock. The successful location of additional mineralized material on the
      existing property would allow us to expand the size and the lifespan of the
      Comstock Lode mining project, exclusive of new property acquisitions. It is
      our
      belief that we possess an advantage with our status as likely the only heap
      leach gold mining permit holder in the area. This permit is relatively difficult
      to obtain, and it is one that we can expand to include new areas in the event
      we
      locate and wish to process new deposits.




In
      December 2005, we initiated a review of the invoices of our mining contractor.
      Specifically, we sought to reconcile the volume of material for which we were
      billed with the volume of material that was actually mined. We used an outside
      surveyor to conduct a comprehensive analysis of bank cubic yards mined. The
      results of the survey indicated that we had been over-billed by over $500,000.
      We met with the mining contractor in early 2006 to discuss this issue and
      presented our proposed billing adjustment. We anticipated a resolution of this
      issue by September of 2006 but due to continuing litigation this issue remained
      open throughout most of 2007. The litigation was settled in 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 both payments in a timely manner. All
      liens filed on our property by N.A. Degerstrom have been removed.




18




On
      a
      positive note is the resolution, without liability to the Company, of the 2-1⁄2
year legal battle with a former director, thus stopping the ongoing drain of
      litigation on the human and financial resources of the Company. To date,
      approximately $1,000,000 was spent on legal fees in that litigation. With the
      litigation settled, all diverted human and financial resources can be refocused
      on readjusting the business plan of the Company with the goal of restarting
      and
      revamping operations in 2008.




Among
      the
      exploration and business development activities that are in
      process:





·
            Ore
                body delineation





·
            Reserve
                definition





·
            Completion
                of reserve report





·
            Development
                of comprehensive mine plan from exploration
                results





·
            Increase
                of ore reserves





·
            Augment
                ability to mine and operate at more efficient
                levels





·
            Intent
                to resume mine operations after completion of the initial 43-101
                reserve
                report and the comprehensive mine
                plan.





·
            Expansion
                of existing footprint in the Comstock region




Expansion
                of team of experts to study geology and metallurgy, as well as develop
                mine plan, define reserves and complete initial 43-101 reserve
                report




Secure
                funds to commence drilling





The
      Company hired Orbit Garant Drilling to perform exploration and developmental
      drilling at the Comstock project, and four holes were drilled by the end of
      December, with third party laboratory testing yielding encouraging ore grades
      from samples tested from the first four holes. The Company also hired two mining
      engineers and a Ph. D. geologist as consultants to its team to further augment
      its expertise in exploration. In order to fund its exploration efforts, the
      Company, since early December 2007, raised $2,000,000 in capital to finance
      the
      exploratory drilling.





**First
      Quarter 2008 Developments**





The
      Company has drilled a total of 33 holes in its exploratory program through
      April
      2008 at the Hartford Complex, with better assay results than the grades yielded
      during 2005 and 2006 production. The chart below details the results of the
      assay testing, which was conducted by an independent third-party laboratory.
      The
      encouraging assay results received from the drilling program have expanded
      the
      surface area and the depth of the identified body of mineralized material in
      the
      Hartford Complex. The Company plans to continue its exploration drilling of
      the
      Hartford Complex and intends to expand the exploration program beyond the
      Hartford Complex in the second half of 2008.




**Summary
      Exploratory Drilling Results Table**




To
      date,
      the Company’s drilling program results at the Hartford Complex since December
      2007 are summarized in the table below.




19


Gold GradeDrill Hole
              
              
              
              (ounces per ton
              
              Silver GradeNumber
              
              Intercept in Feet
              
              Au)
              
              (ounces per ton Ag)17
              
              60’-130’
              
              0.031
              
              0.5016
              
              290’-300’
              
              0.088
              
              0.07385’-535
              
              0.047
              
              0.07555’-755’
              
              0.032
              
              0.2515
              
              10’-25’
              
              0.054
              
              1.74115’-320’
              
              0.118
              
              1.32325’-365’
              
              0.029
              
              3.5314
              
              10’–
                  40’
              
              0.034
              
              0.7255’-80’
              
              0.109
              
              0.75210’-225’
              
              0.082
              
              0.08290’-330
              
              0.091
              
              0.2313
              
              0’-70’
              
              0.025
              
              0.3412
              
              0’-60’
              
              0.012
              
              0.18445’-460’
              
              0.062
              
              0.1411
              
              175’-265’
              
              0.043
              
              0.47285’-350’
              
              0.076
              
              1.2810
              
              20’-400’
              
              0.109
              
              0.6609
              
              10’-25’
              
              0.054
              
              1.74115’-320’
              
              0.118
              
              1.32325’-350’
              
              0.030
              
              0.0208
              
              40’-55’
              
              0.037
              
              0.1785’-150’
              
              0.060
              
              1.0407
              
              15’
                  –
                  185’
              
              0.068
              
              1.506
              
              35’-55’
              
              0.029
              
              1.27120’-130’
              
              0.164
              
              1.19135’-215’
              
              0.033
              
              0.29245’-275’
              
              0.037
              
              1.29275’-325’
              
              0.003
              
              1.7105
              
              30’-65’
              
              0.038
              
              0.90120’-265’
              
              0.045
              
              1.2704
              
              50’-60’
              
              0.006
              
              0.0903
              
              55’-90’
              
              0.031
              
              0.8102
              
              160’
                  – 275’
              
              0.074
              
              0.6901
              
              65’
                  – 135’
              
              0.052
              
              0.64




All
      of
      the assays referenced herein and the data derived there from have been performed
      and analyzed by American Assay of Reno, Nevada, a laboratory independent of
      GoldSpring, utilizing industry standard analytical methods.




In
      addition to the drilling program, the Company is continuing to work on the
      completion of a comprehensive mine plan. The results of the drilling program,
      combined with the mine plan, will form the basis for a 43-101 report. The
      Company hopes to complete its initial 43-101 report in late spring 2008.
      Completing the mine plan and the initial 43-101 report and obtaining the
      required funding are the key elements in the Company’s plan to return to
      production in the second half of 2008. In determining the optimum time to resume
      production, the Company will seek advice from its team of mining industry
      experts.





The
      Company continued to expand its footprint in the Comstock Lode in the first
      quarter of 2008. During the quarter, the company acquired or staked
      approximately 70 new claims, bringing its total claims in the area to
      approximately 250. The average claim covers an area of 20 acres. The Company
      intends to acquire additional properties and claims in the Comstock Lode region
      through the remainder of 2008 if suitable financing can be
      arranged.




20




With
      the
      appointment of two new directors in the first quarter of 2008 (Rob Faber, the
      Company’s CEO, and Scott Jolcover, a former Company employee with significant
      mining experience in the region), the Company has commenced the task of
      rebuilding its Board, which lost 3 of 4 Directors in early 2007. The Company
      looks to continue expanding its Board during 2008, to include independent
      directors. In early March 2008, the Company appointed a new metallurgical team
      with resources and expertise geared toward efficiency maximization in
      anticipation of recommencement of production, which is scheduled for the second
      half of 2008 (subject to expert advice). The Company secured $1,500,000 in
      the
      first quarter of 2008 for further drilling and general corporate expenses.
      The
      Company continues to negotiate with its debt holders to restructure the current
      debt and to secure additional funding. The Company is also exploring other
      avenues to raise capital.




***Placer
      Claims, Water Rights, and Mineral Permits***




We
      originally became a mineral company through an acquisition of unpatented placer
      mineral claims and the Big Mike copper claims in September 2003 from Ecovery,
      Inc. The transaction had an effectuation date of March 11, 2003. Specifically,
      that acquisition provided us with a number of Nevada-based placer claims,
      including the Gold Canyon and Spring Valley claims, and 17 unpatented lode
      claims called the Big Mike Copper property. This acquisition did not include
      any
      real property rights. In November 2003, we acquired the Plum mine facility
      as
      well as water rights that are usable at Plum Mine and the Gold Canyon and Spring
      Valley placer claims.





***Comparative
      Financial Information***





Below
      we
      set forth a summary of comparative financial information the three months ended
      March 31, 2008 and 2007.




***Comparative
      Financial Information***




**Quarter**
              **ended**
              **March**
              **31, 2008**
            
            **Quarter**
              **ended**
              **March**
              **31, 2007**
            
            **Difference**Revenue
            
            $
            -
            
            $
            199,905
            
            $
            (199,905
            )Depletion
                and amortization
            
            
            60,000
            
            
            73,054
            
            
            (13,054
            )Reclamation,
                Exploration and Test Mining Expense
            
            
            649,093
            
            
            375,994
            
            
            273,099General
                and Administration
            
            
            300,202
            
            
            133,640
            
            
            166,562Consulting
                and Professional Service
            
            
            31,019
            
            
            58,666
            
            
            (27,647
            )Derivative
                Change in fair value
            
            
            -
            
            
            123,606
            
            
            (123.606
            )Interest
                Expense
            
            
            741,191
            
            
            804,073
            
            
            (62,882
            )Other,
                net
            
            
            (744,384
            )
            
            -
            
            
            (744,384
            )Net
                Loss
            
            $
            (1,037,120
            )
            
            (1,121,916
            )
            $
            84,796




21




During
      the three months ended March 31, 2008, we did not sell any precious metals
      compared to 307 ounces of gold, at an average price $651, that was sold during
      the three months ended March 31, 2007. During the first quarter 2007, we decided
      to temporarily cease mining operation allowing us to focus on delineating the
      ore body and exploratory drilling. Mining activities continue to be suspended
      and thus there were no precious metals sold during the first quarter 2008.





Test
      Mining Expenses in the three months ended March 31, 2008 were $273,099 more
      than
      in the three months ended March 31, 2007. The expense increase reflects our
      exploratory drilling program which commenced in December 2007.




General
      and administrative expenses for the three months ended March 31, 2008 were
      $166,562 more than for the three months ended March 31, 2007. The increase
      in
      G&A reflects the payment of director fees in January 2008.




Consulting
      and professional service fees were $27,647 less for the three months ended
      March
      31, 2008 than for the three months ended March 31, 2007. The decrease is mainly
      due to the settlement of the N.A. Degerstrom litigation in December 2007.





Interest
      expense for the three months ended March 31, 2008 was $62,882 less than for
      the
      three months ended March 31, 2007. This variance reflects the issuance of
      additional lower interest bearing notes. At March 31, 2008, our Company had
      approximately $13,876,340 of outstanding debt bearing an average interest rate
      of 21%, and at March 31, 2007, our Company had approximately $13,286,948 of
      outstanding debt bearing an average interest rate of 24%.





Other,
      net for the three months ended March 31, 2008 was $744,384 less than in the
      three months ended March 31, 2007. This amount primarily reflects the settlement
      of the N.A. Degerstrom litigation and adjustments to debt
      obligations.




***Liquidity
      and Capital Resources***




We
      are
      actively seeking additional capital to meet our working capital needs and to
      grow our business. We recognize that our cash resources are limited. Our
      continued existence and plans for future growth depend on our ability to obtain
      the capital necessary to operate, through the generation of revenue or the
      issuance of additional debt or equity. In 2007, we raised an aggregate of
      $1,700,000 through three financing transactions. In the first three months
      of
      2008, we completed additional financing transactions, which provided us with
      $785,000 in net funding. While this additional funding may meet our immediate
      working capital needs, if we are not able to generate sufficient revenues and
      cash flows or obtain additional or alternative funding, we will be unable to
      continue as a going concern. We have yet to realize an operating profit at
      our
      Plum Mine location. As disclosed in the report of our independent registered
      public accounting firm in our financial statements included in this Form 10-KSB
      for the year ended December 31, 2007, our recurring losses and negative cash
      flow from operations raise substantial doubt about our ability to continue
      as a
      going concern.





At
      the
      date of filing, we do not have any specific commitments for additional
      financing, which will be necessary to implement our revised business plan,
      although we are diligently seeking alternative sources of funding. Additionally,
      without additional funding, it is unlikely that we will be able to remain in
      operation long enough to have the time necessary to fully revise the business
      plan.




22




Our
      operations are significantly affected by changes in the market price of gold.
      Gold prices can fluctuate widely and may be affected by numerous factors, such
      as expectations for inflation, levels of interest rates, currency exchange
      rates, central bank sales, forward selling or other hedging activities, demand
      for precious metals, global or regional political and economic crises, and
      production costs in major gold-producing regions. The aggregate effect of these
      factors, all of which are beyond our control, is impossible for us to predict.
      The demand for and supply of gold affect gold prices, but not necessarily in
      the
      same manner as supply and demand affect the prices of other commodities. The
      supply of gold consists of a combination of new mineral production and existing
      stocks of bullion and fabricated gold held by governments, public and private
      financial institutions, industrial organizations, and private individuals.
      As
      the amount produced in any single year constitutes a small portion of the total
      potential supply of gold, normal variations in current production do not have
      a
      significant impact on the supply of gold or on its price. If gold prices decline
      substantially, it could adversely affect the realizable value of our assets
      and
      potential future results of operations and cash flow.




**Item
      3.**  **Quantitative
      and Qualitative Disclosures About Market Risks**





An
      investment in our common stock involves risk. You should carefully consider
      the
      following risk factors,





Our
      exposure to market risk for changes in interest rates relates primarily to
      the
      market-driven increase or decrease in interest rates, and the impact of those
      changes on the Company’s ability to realize a return on invested or available
      funds. We ensure the safety and preservation of our invested principal funds
      by
      limiting default risk, market risk and reinvestment risk. We mitigate default
      risk by investing in short term high-credit investment grade securities and/or
      commercial checking and savings accounts.





**ITEM
      4T. CONTROLS AND PROCEDURES**




**A.
      Disclosure**




As
      of the
      end of the period covered by this Annual Report on Form 10-Q, management
      performed, with the participation of our Chief Executive Officer and Chief
      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 Chief Executive Officer and
      our
      Chief Accounting Officer, to allow timely decisions regarding required
      disclosures. 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
      March 31, 2008, our disclosure controls and procedures were effective.




**B.
      Internal Control over Financial Reporting**




Our
      certifying officers (principal executive and accounting officers) are
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-14 and 15d-14). Our Chief Executive
      Officer and Chief Financial Officer have:




a)
            designed
                a framework to evaluate the effectiveness of our internal control
                over our
                financial reporting as required by paragraph (c) of Rule 13a-15 or
                Rule
                15d-15 through the use of ongoing review and checks and balances
                for all
                transactions and decisions; we have designed disclosure controls
                and
                procedures to ensure that material information relating to our affairs,
                including our consolidated subsidiaries, is made known to us by others
                within those entities, particularly during the period in which this
                quarterly report is being prepared;b)
            evaluated
                the effectiveness of our disclosure controls and procedures as of
                the
                filing date of this quarterly report (the "Evaluation Date");
                and




23




c)
            presented
                in this quarterly report our conclusions about the effectiveness
                of the
                disclosure controls and procedures based on our evaluation as of
                the
                Evaluation Date.





There
      have been no changes in our internal controls or in other factors that could
      affect these controls including any corrective actions with regard to
      deficiencies and material weaknesses. As there has been no change in our
      internal controls since disclosure in our Form 10-KSB for the year ending
      December 31, 2007, filed with the Securities and Exchange Commission, on April
      15, 2008, we reiterate the following significant deficiencies which also existed
      as of December 31, 2007.


We
      have
      identified conditions as of March 31, 2008 that we believe are significant
      deficiencies 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
      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.




We
      are
      also in the process of taking additional corrective measures to further remedy
      the deficiencies in future periods.




There
      have been no changes during the quarter ended March 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.




**PART
      II - OTHER INFORMATION**





**Item
      1.**  **Legal
      Proceedings**





From
      time
      to time, we are involved in lawsuits, claims, investigations and proceedings,
      including pending opposition proceedings involving patents that arise in the
      ordinary course of business.  There are no matters pending that we
      expect to have a material adverse impact on our business, results of operations,
      financial condition or cash flows.




***The
      Settlement of Degerstrom Suit***




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 claims
      damages in excess of $806,000 plus interest. The Company subsequently answered
      the Complaint and counterclaimed for breach of contract, breach of implied
      covenant of good faith and fair dealing, and for negligence, alleging damages
      in
      excess of $10,000.




24




The
      lawsuit arises out of a dispute as to how much the Company owes the Degerstrom
      for services provided. Pursuant to a December 27, 2005 agreement, the parties
      agreed that the amount to be paid by the Company to Degerstrom would be subject
      to volume reconciliation by aerial survey. According to Company management,
      pursuant to prepared aerial and ground surveys, the Company has been over-billed
      for amounts of ore and waste which have been hauled by Degerstrom. The results
      of the surveys are to be presented to the Court as evidence as to the Company’s
      affirmative defenses that it does not owe the amounts claimed by
      Degerstrom.




Degerstrom
      filed a mechanic's lien against the property of Plum, and at the time of filing
      of the Complaint, filed and recorded a lis pendens against the property of
      Plum
      based upon Degerstrom's claim.





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.




**Item
      1A.**  **Risk
      Factors**





An
      investment in our common stock involves risk. You should carefully consider
      the
      following risk factors, in addition to those discussed elsewhere in this report,
      in evaluating our company, its business, and prospects. The following risks
      could cause our business, financial condition, and operating results to be
      materially and adversely affected.




***We
      have limited resources and our inability to obtain additional financing could
      negatively affect our growth and success.***




We
      have
      incurred substantial losses since our inception, and we are currently
      experiencing a cash flow deficiency from operations. Our current cash flow
      and
      capital resources are limited, and we may require additional funds to pursue
      our
      business. We may not be able to secure further financing in the future. If
      we
      are not able to obtain additional financing on reasonable terms, we may not
      be
      able to execute our business strategy, conduct our operations at the level
      desired, or even to continue business.




***We
      have received a qualified report from our independent
      auditors***




The
      report by the independent auditors on our financial statements indicates that
      our financial statements have been prepared assuming that we will continue
      as a
      going concern. The report indicates that our recurring losses from operations
      and working capital deficit raise substantial doubt about our ability to
      continue as a going concern.





***Inability
      to raise sufficient funds to increase growth***





Our
      recent financings have only provided capital to continue existing operations
      but
      not to continue significant exploration and growth. Without the ability to
      attract sufficient amounts of capital at any one time, it is unlikely that
      we
      can achieve profitability in the foreseeable future.




25




***We
      have invested capital in high-risk mineral projects where we have not conducted
      sufficient exploration and engineering studies*** *.*




We
      have
      invested capital in various mineral properties and projects in North America
      where we may not have conducted sufficient exploration and engineering studies
      to minimize the risk of project failure to the extent that is typical in the
      mining industry. Our mineral projects involve high risks because we have not
      invested substantial sums in the characterization of mineralized material,
      geologic analysis, metallurgical testing, mine planning, and economic analysis
      to the same extent that other mining companies might deem reasonable. Standard
      industry practice calls for a mining company to prepare a formal mine plan
      and
      mining schedule and have these documents reviewed by a third party specialist.
      We do not have a formal mine plan that has been reviewed by a third party
      specialist. Because we have not established proven or probable reserves, there
      can be no assurance that we will be able to produce sufficient gold to recover
      our investment and operating costs.




***Our
      corporate officers lack sufficient technical training and mining
      experience.***




Our
      corporate officers lack technical training and experience in operating a mine.
      Although Jim Golden, our COO, is a licensed mining engineer, with substantial
      mining experience we may lack sufficient qualified support personnel to
      effectively manage our mining operation. Without sufficient training or
      experience in all areas, our corporate officers may not be fully aware of all
      of
      the specific requirements related to working within the mining industry. The
      decisions of our corporate officers may not take into account standard
      engineering or managerial approaches that operating mining companies commonly
      use. Consequently, our operations, earnings, and ultimate financial success
      could suffer irreparable harm due to corporate officers’ lack of experience in
      the mining industry.




***We
      will not be successful unless we recover precious metals and sell them for
      a
      profit.***




Our
      success depends on our ability to recover precious metals, process them, and
      successfully sell them for more than the cost of production. The success of
      this
      process depends on the market prices of metals in relation to our costs of
      production. We may not always be able to generate a profit on the sale of gold
      or other minerals because we can only maintain a level of control over our
      costs
      and have no ability to control the market prices. The total cash costs of
      production at any location are frequently subject to great variation from year
      to year as a result of a number of factors, such as the changing composition
      of
      ore grade or mineralized material production, and metallurgy and exploration
      activities in response to the physical shape and location of the ore body or
      deposit. In addition costs are affected by the price of commodities, such as
      fuel and electricity. Such commodities are at times subject to volatile price
      movements, including increases that could make production at certain operations
      less profitable. A material increase in production costs or a decrease in the
      price of gold or other minerals could adversely affect our ability to earn
      a
      profit on the sale of gold or other minerals.




***We
      do not have proven or probable reserves, and there is no assurance that the
      quantities of precious metals we produce will be sufficient to recover our
      investment and operating costs.***




Our
      success depends on our ability to produce sufficient quantities of precious
      metals to recover our investment and operating costs. We do not have proven
      or
      probable reserves. There can be no assurance that our exploration activities
      will result in the discovery of sufficient quantities of mineralized material
      to
      lead to a commercially successful operation.




***The
      cost of our exploration and acquisition activities are substantial, and there
      is
      no assurance that the quantities of minerals we discover or acquire will justify
      commercial operations or replace reserves established in the
      future.*** ****




Mineral
      exploration, particularly for gold and other precious metals, is highly
      speculative in nature, involves many risks, and frequently is nonproductive.
      There can be no assurance that our exploration and acquisition activities will
      be commercially successful. Once gold mineralization is discovered, it may
      take
      a number of years from the initial phases of drilling until production is
      possible, during which time the economic feasibility of production may change.
      Substantial expenditures are required to acquire existing gold properties,
      to
      establish ore reserves through drilling and analysis, to develop metallurgical
      processes to extract metal from the ore, and in the case of new properties,
      to
      develop the processing facilities and infrastructure at any site chosen for
      mineral exploration. There can be no assurance that any gold reserves or
      mineralized material that may be discovered or acquired in the future will
      be in
      sufficient quantities or of adequate grade to justify commercial operations
      or
      that the funds required for mineral production operation can be obtained on
      a
      timely or reasonable basis. Mineral exploration companies must continually
      replace mineralized material or reserves depleted by production. As a result,
      there can be no assurance that we will be successful in replacing any reserves
      or mineralized material acquired or established in the future.




26




***The
      price of gold fluctuates on a regular basis and a downturn in price could
      negatively impact our operations and cash flow.***




Our
      operations are significantly affected by changes in the market price of gold.
      Gold prices can fluctuate widely and may be affected by numerous factors, such
      as expectations for inflation, levels of interest rates, currency exchange
      rates, central bank sales, forward selling or other hedging activities, demand
      for precious metals, global or regional political and economic crises, and
      production costs in major gold-producing regions, such as South Africa and
      the
      former Soviet Union. The aggregate effect of these factors, all of which are
      beyond our control, is impossible for us to predict. The demand for and supply
      of gold affect gold prices, but not necessarily in the same manner as supply
      and
      demand affect the prices of other commodities. The supply of gold consists
      of a
      combination of new mineral production and existing stocks of bullion and
      fabricated gold held by governments, public and private financial institutions,
      industrial organizations, and private individuals. As the amount produced in
      any
      single year constitutes a small portion of the total potential supply of gold,
      normal variations in current production do not have a significant impact on
      the
      supply of gold or on its price. If gold prices decline substantially, it could
      adversely affect the realizable value of our assets and potential future results
      of operations and cash flow.




***The
      use of hedging instruments may not prevent losses being realized on subsequent
      price decreases or may prevent gains being realized from subsequent price
      increases.*** ****




We
      may
      from time to time sell some future production of gold pursuant to hedge
      positions. If the gold price rises above the price at which future production
      has been committed under these hedge instruments, we will have an opportunity
      loss. However, if the gold price falls below that committed price, our revenues
      will be protected to the extent of such committed production. In addition,
      we
      may experience losses if a hedge counterparty defaults under a contract when
      the
      contract price exceeds the gold price. As of the date of filing of this report,
      we have no open hedge positions.




***Since
      our business consists of exploring for or acquiring gold prospects, the drop
      in
      the price of gold will negatively affect our asset values, cash flows, potential
      revenues and profits.***




We
      plan
      to pursue opportunities to acquire properties with gold mineralized material
      or
      reserves with exploration potential. The price that we pay to acquire these
      properties will be influenced, in large part, by the price of gold at the time
      of the acquisition. Our potential future revenues are expected to be derived
      from the production and sale of gold from these properties or from the sale
      of
      some of these properties. The value of any gold reserves and other mineralized
      material, and the value of any potential mineral production therefrom, will
      vary
      in direct proportion to variations in those mineral prices. The price of gold
      has fluctuated widely as a result of numerous factors beyond our control. The
      effect of these factors on the price of gold, and therefore the economic
      viability of any of our projects, cannot accurately be predicted. Any drop
      in
      the price of gold would negatively affect our asset values, cash flows,
      potential revenues, and profits.




***We
      compete with other mineral exploration and mining
      companies***




We
      compete with other mineral exploration and mining companies or individuals,
      including large, established mining companies with substantial capabilities
      and
      financial resources, to acquire rights to mineral properties containing gold
      and
      other minerals. There is a limited supply of desirable mineral lands available
      for claim staking, lease, or other acquisition. There can be no assurance that
      we will be able to acquire mineral properties against competitors with
      substantially greater financial resources than we have.




27




***Our
      activities are inherently hazardous and any exposure may exceed our insurance
      limits or may not be insurable.***




Mineral
      exploration and operating activities are inherently hazardous. Operations in
      which we have direct or indirect interests will be subject to all the hazards
      and risks normally incidental to exploration and production of gold and other
      metals, any of which could result in work stoppages, damage to property, and
      possible environmental damage. The nature of these risks is such that
      liabilities might exceed any liability insurance policy limits. It is also
      possible that the liabilities and hazards might not be insurable, or we could
      elect not to insure ourselves against such liabilities because of the high
      premium costs, in which event, we could incur significant costs that could
      have
      a material adverse effect on our financial condition.




***We
      do not have proven or probable reserves, and our mineral calculations are only
      estimates; any material change may negatively affect the economic viability
      of
      our properties.***




Substantial
      expenditures are required to acquire existing gold properties with established
      reserves or to establish proven or probable reserves through drilling and
      analysis. We do not anticipate expending sums for additional drilling and
      analysis to establish proven or probable reserves on our properties. We drill
      in
      connection with our mineral exploration activities and not with the purpose
      of
      establishing proven and probable reserves. Therefore, our activity must be
      called exploration or test mining. While we estimate the amount of mineralized
      material we believe exists on our properties, our calculations are estimates
      only, subject to uncertainty due to factors, including the quantity and grade
      of
      ore, metal prices, and recoverability of minerals in the mineral recovery
      process. There is a great degree of uncertainty attributable to the calculation
      of any mineralized material, particularly where there has not been significant
      drilling, mining, and processing. Until the mineralized material located on
      our
      properties is actually mined and processed, the quantity and quality of the
      mineralized material must be considered as an estimate only. In addition, the
      quantity of mineralized material may vary depending on metal prices. Any
      material change in the quantity of mineralized material may negatively affect
      the economic viability of our properties. In addition, there can be no assurance
      that we will achieve the same recoveries of metals contained in the mineralized
      material as in small-scale laboratory tests or that we will be able to duplicate
      such results in larger scale tests under on-site conditions or during
      production.




***Our
      operations are subject to strict environmental regulations, which result in
      added costs of operations and operational delays.***




Our
      operations are subject to environmental regulations, which could result in
      additional costs and operational delays. All phases of our operations are
      subject to environmental regulation. Environmental legislation is evolving
      in
      some countries and jurisdictions in a manner that may require stricter standards
      and enforcement, increased fines and penalties for non-compliance, more
      stringent environmental assessments of proposed projects, and a heightened
      degree of responsibility for companies and their officers, directors, and
      employees. There is no assurance that any future changes in environmental
      regulation will not negatively affect our projects.




***We
      have no insurance for environmental problems.***




Insurance
      against environmental risks, including potential liability for pollution or
      other hazards as a result of the disposal of waste products occurring from
      exploration and production, has not been available generally in the mining
      industry. We have no insurance coverage for most environmental risks. In the
      event of a problem, the payment of environmental liabilities and costs would
      reduce the funds available to us for future operations. If we are unable to
      fund
      fully the cost of remedying an environmental problem, we might be required
      to
      enter into an interim compliance measure pending completion of the required
      remedy.




28




***We
      are subject to federal laws that require environmental assessments and the
      posting of bonds, which add significant costs to our operations and delays
      in
      our projects.***




The
      Bureau of Land Management requires that mining operations on lands subject
      to
      its regulation obtain an approved plan of operations subject to environmental
      impact evaluation under the National Environmental Policy Act. Any significant
      modifications to the plan of operations may require the completion of an
      environmental assessment or Environmental Impact Statement prior to approval.
      Mining companies must post a bond or other surety to guarantee the cost of
      post-mining reclamation. These requirements could add significant additional
      cost and delays to any mining project undertaken by us. Our mineral exploration
      operations are required to be covered by reclamation bonds deemed adequate
      by
      regulators to cover these risks. We believe we currently maintain adequate
      reclamation bonds for our operations.




***Changes
      in state laws, which are already strict and costly, can negatively affect our
      operations by becoming stricter and costlier.***




At
      the
      state level, mining operations in Nevada are regulated by the Nevada Division
      of
      Environmental Protection, or NDEP. Nevada state law requires our Nevada projects
      to hold Nevada Water Pollution Control Permits, which dictate operating controls
      and closure and post-closure requirements directed at protecting surface and
      ground water. In addition, we are required to hold Nevada Reclamation Permits
      required under Nevada law. These permits mandate concurrent and post-mining
      reclamation of mines and require the posting of reclamation bonds sufficient
      to
      guarantee the cost of mine reclamation. Other Nevada regulations govern
      operating and design standards for the construction and operation of any source
      of air contamination and landfill operations. Any changes to these laws and
      regulations could have a negative impact on our financial performance and
      results of operations by, for example, requiring changes to operating
      constraints, technical criteria, fees or surety requirements.





***Title
      claims against our properties could require us to compensate parties, if
      successful, and divert management’s time from
      operations.***




There
      may
      be challenges to our title in the properties in which we hold material
      interests. If there are title defects with respect to any of our properties,
      we
      might be required to compensate other persons or perhaps reduce our interest
      in
      the effected property. The validity of unpatented mineral claims, which
      constitute most of our holdings in the United States, is often uncertain and
      may
      be contested by the federal government and other parties. The validity of an
      unpatented mineral claim, in terms of both its location and its maintenance,
      depends on strict compliance with a complex body of federal and state statutory
      and decisional law. Although we have attempted to acquire satisfactory title
      to
      our properties, we have not obtained title opinions or title insurance with
      respect to the acquisition of the unpatented mineral claims. While we have
      no
      pending claims or litigation pending contesting title to any of our properties,
      there is nothing to prevent parties from challenging our title to any of our
      properties. While we believe we have satisfactory title to our properties,
      some
      risk exists that some titles may be defective or subject to challenge. Also,
      in
      any such case, the investigation and resolution of title issues would divert
      management’s time from ongoing exploration programs.




***We
      have never paid a cash dividend on our common stock and do not expect to pay
      cash dividends in the foreseeable future.***




We
      have
      never paid cash dividends, and we do not plan to pay cash dividends in the
      foreseeable future. Consequently, your only opportunity to achieve a return
      on
      your investment in us will be if the market price of our common stock
      appreciates and you sell your shares at a profit. There is no assurance that
      the
      price of our common stock that will prevail in the market after this offering
      will ever exceed the price that you pay.




29




***Our
      business depends on a limited number of key personnel, the loss of whom could
      negatively affect us.*******




Robert
      Faber, Chief Executive Officer, President and acting-Chief Financial Officer
      is
      important to our success. If he becomes unable or unwilling to continue in
      his
      present position, our business and financial results could be materially
      negatively affected.




***If
      we fail to adequately manage our growth, we may not be successful in growing
      our
      business and becoming profitable*****.**




We
      plan
      to expand our business and the number of employees over the next 12 months.
      In
      particular, we intend to hire additional operational personnel. Our inability
      to
      hire and retain additional qualified employees could have a negative impact
      on
      our chances of success.




***The
      issuance of securities by us may not have complied with or violated federal
      and
      state securities laws and, as a result, the holders of these shares and warrants
      may have rescission rights.*** ****




Securities
      issued by us may not have complied with applicable federal and state securities
      laws, the result of which is that the holders of these securities may have
      rescission rights that could require us to reacquire the
      securities.




***Outstanding
      convertible securities and warrants may result in substantial
      dilution.***




At
      December 31, 2007, we had outstanding 2,743,508,248 shares of common stock.
      In
      addition, we had outstanding convertible notes and various common stock purchase
      warrants. At December 31, 2007, these notes and warrants were convertible into
      or exercisable for a total of approximately 1.164 billion additional shares
      of
      our common stock, subject to further anti-dilution provisions.




***Our
      stock is a penny stock and trading of our stock may be restricted by the SEC’s
      penny stock regulations, which may limit a stockholder’s ability to buy and sell
      our stock.***




Our
      stock
      is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9,
      which generally defines “penny stock” to be any equity security that has a
      market price (as defined) less than $5.00 per share or an exercise price of
      less
      than $5.00 per share, subject to certain exceptions. Our securities are covered
      by the penny stock rules, which impose additional sales practice requirements
      on
      broker-dealers that sell to persons other than established customers and
“accredited investors.” The term “accredited investor” refers generally to
      institutions with assets in excess of $5,000,000 or individuals with a net
      worth
      in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
      with their spouse. The penny stock rules require a broker-dealer, prior to
      a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document in a form prepared by the SEC, which
      provides information about penny stocks and the nature and level of risks in
      the
      penny stock market. The broker-dealer also must provide the customer with
      current bid and offer quotations for the penny stock, the compensation of the
      broker-dealer and its salesperson in the transaction, and monthly account
      statements showing the market value of each penny stock held in the customer’s
      account. The bid and offer quotations, and the broker-dealer and salesperson
      compensation information, must be given to the customer orally or in writing
      prior to effecting the transaction and must be given to the customer in writing
      before or with the customer’s confirmation. In addition, the penny stock rules
      require that, prior to a transaction in a penny stock not otherwise exempt
      from
      these rules, the broker-dealer must make a special written determination that
      the penny stock is a suitable investment for the purchaser and receive the
      purchaser’s written agreement to the transaction. These disclosure requirements
      may have the effect of reducing the level of trading activity in the secondary
      market for the stock that is subject to these penny stock rules. Consequently,
      these penny stock rules may affect the ability of broker-dealers to trade our
      securities. We believe that the penny stock rules discourage investor interest
      in and limit the marketability of our common stock. NASD sales practice
      requirements may also limit a stockbroker’s ability to buy or sell our
      stock.




30





In
      addition to the “penny stock” rules promulgated by the Securities and Exchange
      Commission, the NASD has adopted rules that require that in recommending an
      investment to a customer, a broker-dealer must have reasonable grounds for
      believing that the investment is suitable for that customer. Prior to
      recommending speculative low priced securities to their non-institutional
      customers, broker-dealers must make reasonable efforts to obtain information
      about the customer’s financial status, tax status, investment objectives, and
      other information. Under interpretation of these rules, the NASD believes that
      there is a high probability that speculative low priced securities will not
      be
      suitable for at least some customers. The NASD requirements make it more
      difficult for broker-dealers to recommend that their customers buy our common
      stock, which may limit your ability to buy or sell our stock and have an adverse
      effect on the market for our shares.




**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





On
      February 20, 2008, Goldspring raised $500,000 through a private placement to
      accredited investors. In consideration we issued 50,000,000 shares of our
      unregistered Common Stock at $0.01 per share.  The proceeds from this
      private placement were used to fund exploratory drilling and for general working
      capital.





In
      January 2008, our two outside directors were issued, in aggregate, twenty
      million shares of our unregistered common stock as director compensation. The
      value of the common shares at the time of issuance was $234,400, averaging
      $0.012 per share.





During
      the first quarter 2008, 2,000,000 unregistered common shares, valued at $29,690
      or $0.014 per share, were issued for the acquisition of mining claims in the
      Comstock Lode District.





Pursuant
      to a November 2007 agreement, we issued 2,434,892, valued at $9,740 or $0.004
      per share, for the procurement of software used in delineating and quantifying
      the size of the ore body.





In
      March
      2008, two consultants were issued a total of two million shares, valued at
      $25,760 or $0.013, for services performed.





Pursuant
      to the November 27, 2006 Executive Employment Agreement with Robert T. Faber,
      its CEO, Mr. Faber was issued 80,000,000 stock options at an exercise price
      of
      $.01119 on January 9, 2008. The stock options have an expiration date of January
      8, 2013.





**Item
      3.**  **Defaults
      Upon Senior Securities**





As
      of
      March 31, 2008, the Company is in default of the terms on several outstanding
      note payable with several of its note holders with principal balance due of
      $11,822,966 and accrued interest of $3,174,789. Because we are in default,
      the
      entire note balances have been recorded as current liabilities. None of the
      notes have been called.




**Item
      4.**  **Submission
      of Matters to a Vote of Security Holders**





Not
      applicable.





**Item
      5.**  **Other
      Information**




None.




**Item
      6.**  **Exhibits
      and Reports on Form 8-K**





(a)
            The
                following documents are filed as part of this
                Report:




31




(1)
            Financial
                statements filed as part of this
                Report:




·
            Consolidated
                Balance Sheet as of March 31, 2008(Unaudited)·
            Consolidated
                Statement of Operations for the three-month periods ended March 31,
                2008
                and 2007 (Unaudited)·
            Consolidated
                Statement of Cash Flows for the three-month periods ended March 31,
                2008
                and 2007 (Unaudited)·
            Notes
                to Financial Statements




(2) Exhibits
      filed as part of this Report:





Exhibit
              Number
            
            Exhibit31.1
            
            Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Rule
                13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange
                Act of 1934, as amended.32.1
            
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002




(b) 
      Reports filed on Form 8-K during the quarter ended March 31, 2008:




Current
      Report of Form 8-K filed on January 2, 2008.


Current
      Report of Form 8-K filed on January 28 2008.


Current
      Report of Form 8-K filed on February 7, 2008.


Current
      Report of Form 8-K filed on March 26, 2008.




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the registrant
      has
      duly caused this report to be signed on its behalf by the undersigned, thereunto
      duly authorized.





GOLDSPRING,
                INC.
              (Registrant)Date:
                April 24, 2008
            By:
            /s/
                Robert T. FaberName:
            Robert
                T. FaberTitle:
            President
                and Chief Executive OfficerBy:
            /s/
                Robert T. FaberName:
            Robert
                T. FaberTitle:
            Chief
                Financial Officer





32