<PAGE>

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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2003

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


                         For the transition period from

                          Commission File No. 000-32429

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

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

               117 West 58th Street, 2I, New York, New York 10019
                    (Address of Principal Executive Offices)

                                  (212)581-2506
                           (Issuer`s telephone number)

      (Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for

such shorter period that the issuer was required to file such reports), and
(2)has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

State the number of shares outstanding of each of the issuer`s classes of common
equity, as of May 19, 2003: 107,687,346 shares of common stock outstanding,
$0.000666 par value.

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     BALANCE SHEET

     March 31, 2003

     ASSETS

     CURRENT ASSETS

     Cash                                              $  318
     TOTAL CURRENT ASSETS

     PROPERTY AND EQUIPMENT, net                        1,118

     TOTAL ASSETS                                       1,436

     LIABILITIES AND STOCKHOLDERS` DEFICIENCY

     LIABILITIES

     CURRENT LIABILITIES
     Accounts payable and

     accrued expenses                                  49,322

     TOTAL CURRENT LIABILITIES                         49,322

     COMMITMENTS AND CONTINGENCIES

     STOCKHOLDERS` DEFICIENCY                         (47,886)

     TOTAL LIABILITIES AND
     STOCKHOLDERS` DEFICIENCY                           1,436

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GOLDSPRING, INC.

STATEMENT OF OPERATIONS

                               For the Three
                                Months Ended
                               March 31, 2003    March 31, 2002

REVENUES                          $   --             $    511

GENERAL AND ADMINISTRATIVE        $   --             $ 41,347
EXPENSES

LOSS BEFORE INCOME TAX BENEFIT    $   --             $(40,836)

INCOME TAX BENEFIT                $   --             $     --

NET LOSS                          $   --             $(40,836)

Loss per share of common stock-   $   --             $     --
Basic and Diluted

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     GOLDSPRING, INC.

     STATEMENTS OF CASH FLOWS

     INCREASE (DECREASE) IN CASH

                                                 For the Three
                                                  Months Ended
                                                 March 31, 2003   March 31, 2002
     Cash Flows From Operating Activities
     Net loss                                           $    -        $(40,836)
     Adjustments to reconcile net loss to net
     cash used by operating activities
     Depreciation                                                        3,316
                                                             -
     Decrease in prepaid assets                                         25,000
                                                             -
     Total adjustments                                                  28,316
                                                             -
     Net Cash Used in Operating Activities                             (12,520)
                                                             -
     Cash Flows From Investing Activities
     Security deposits paid                                              4,355
                                                             -
     Net Cash Provided by Investing Activities                           4,355
                                                             -
     Cash Flows From Financing Activities
     Checks drawn in excess of cash balance                             12,852
     Net proceeds from notes payable -
     related parties                                                     2,238
                                                             -
     Net Cash Provided by Financing Activities                          15,090
                                                             -

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     NET INCREASE IN CASH                                                6,925
                                                             -
     CASH OVERDRAFT AT BEGINNING OF PERIOD                 318          (6,925)
     CASH (OVERDRAFT) AT END OF PERIOD                  $  318        $      -


                                GOLDSPRING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summarized  below are the significant  accounting  policies of GOLDSPRING,  INC.
(f/k/a VISATOR, INC. AND STARTCALL.COM, INC.)

THE COMPANY: The Company, incorporated in the State of Florida effective October
19,  1999  (Date of  Inception)  under  the name of Click and  Call,  Inc.  and,
established its corporate offices in Miami, Florida.

On June 7, 2000, the Company filed an amendment to the Articles of Incorporation
effecting  a name  change  to  STARTCALL.COM,  INC.,  and  changed  its  capital
structure as disclosed below.

NATURE  OF THE  BUSINESS:  The  Company  formerly  planned  on  operating  as an
Application  Service  Provider,  or  ASP,  and  offering  real-time  interaction
technology as an outsource  service.  In December 2002 management entered into a
Stock Purchase Agreement and Share Exchange with Web Intelligence Technology ApS
and ARN Invest ApS (both Denmark Corporations) in consideration for the issuance
of  79,500,000  shares of  Startcall to ARN.  The Company  subsequently  filed a
Certificate  of Amendment in the State of Florida  changing its name to Visator,
Inc. Pursuant to the agreement,  Antonio Treminio and Sylvio Martini resigned as
officers and  directors  and Anders  Nielsen and Jesper Toft were  appointed new
officers and directors of the Company.  However, in February 2003 the parties to
this agreement entered into a termination  agreement and mutual release in which
the  parties  mutually  agreed  to  terminate  and deem  null and void the Stock
Purchase  Agreement  and Share  Exchange  and ARN  Invest  agreed to return  the
79,500,000  shares of stock in  consideration  for the payment of $20,000 by the
Company to Web  Intelligence.  Upon,  termination of this agreement,  management
determined in the best interest of the shareholders to seek other  opportunities
for the Company.

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                                GOLDSPRING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

NOTE A -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  Continued  BASIS OF
PRESENTATION:  The  Company`s  independent  accountants  are  including a "going
concern" paragraph in their audit report accompanying these financial statements
that  cautions  the  users of the  Company`s  financial  statements  that  these
statements do not include any adjustments  that might result from the outcome of
this  uncertainty.  Furthermore,  the "going concern"  paragraph states that the
Company`s  ability to continue is also  dependent on its ability to, among other
things, obtain additional debt and equity financing,  identify customers, secure
vendors and suppliers, and establish an infrastructure for its operations.

Management  continues to actively seek various  sources and methods of short and
long-term financing and support;  however,  there can be no assurances that some
or all of the  necessary  financing  can be  obtained.  Management  continues to
explore  alternatives that include seeking strategic  investors,  lenders and/or
technology partners and pursuing other transactions that, if consummated,  might
ultimately result in the dilution of the interest of the current stockholders.

Because of the nature and extent of the uncertainties, many of which are outside
the control of the Company,  there can be no assurances that the Company will be
able to  ultimately  consummate  planned  principal  operations  or  secure  the
necessary financing.

The accompanying  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-QSB  and  Article  10 of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three Month period  ending March 31,
2003 are not necessarily  indicative of the results that may be expected for the
year ending December 31, 2003. For further  information,  refer to the financial
statements and footnotes  thereto included in the Company`s 10-KSB and/or Annual
Report for the fiscal year ended December 31, 2002

NOTE B - STOCKHOLDERS` EQUITY


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On September 27, 2002, the  stockholders  approved an amendment to the Company`s
Articles  of  Incorporation  pursuant  to which the Company  will  increase  the
authorized shares of common stock from 50,000,000 to 150,000,000.

On February 4, 2002,  the Board of Directors  approved an 11-1 forward  split of
the  Company`s  outstanding  stock.  At the time of the stock split  outstanding
common shares totaling 2,207,450 was exchanged for 24,281,950 common shares.

                                GOLDSPRING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

NOTE B - STOCKHOLDERS` EQUITY - continued

In October  2002,  the  Company  issued  and  aggregate  of  726,932  shares for
consulting  services to be rendered.  The Company  valued these common shares at
the fair market value on the issuance  date of $23,278,  which will be amortized
over the service period. On December 6, 2002, the Board of Directors  approved a
25-1 reverse split of the Company`s  outstanding stock. At the time of the stock
split,   outstanding  common  shares  totaling  25,033,882  were  exchanged  for
1,001,335 common shares.  Weighted average shares outstanding for 2001 have been
restated to reflect this reverse split.

During December 2002 the Company entered into consulting agreements for investor
relation services and business advisory services to be rendered. As compensation
for these  services  the Company  issued an aggregate  of  18,500,000  shares of
common stock to these consultants. The Company valued these common shares at the
fair market value on the contract date of  $18,685,000.  However,  in concurrent
with the termination  agreement further described in Note H, 16,500,000 of these
shares  were  surrendered  to  treasury  and  retired  which was  recorded as of
December 31, 2002 at the issuance cost of $1.01 per share (the fair market value
on the  issuance  date)  aggregating  $16,665,000  that also was  recorded  as a
reduction  to deferred  consulting  fees and  additional  paid-in  capital.  The
consulting  services  have  not  yet  been  performed.  The  remaining  deferred
consulting fees will be amortized over remaining service period.

NOTE C - COMMITMENTS

PURCHASE AND SALE AGREEMENT:

Concurrent with the termination  agreement described above,  management signed a
letter of intent and subsequent purchase agreement with Ecovery, Inc. ("Seller")
to purchase  substantially  all of the assets used by Ecovery in conducting  its
mining  business  in Nevada.  The assets  shall  include,  but not be limited to
Seller`s accounts receivable,  corporate name, trade name, trademarks and logos,
mining  tenements and any and all mining claims.  The Company agreed to transfer
the  79,500,000  shares  held in  treasury  and issue an  additional  10,500,000
restricted shares.


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<PAGE>

Pursuant to this letter of intent and agreement, the Company changed its name to
GoldSpring, Inc. As of the date of this audit report the Company is currently
working to finalize the terms of the Asset Purchase Agreement.

                                GOLDSPRING, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             March 31, 2003 and 2002

CANCELLATION OF SHAREHOLDER DEBT:

In March 2003, in consideration for the issuance of 1,198,726  restricted shares
of common stock,  certain  shareholders of the Company  canceled all of the debt
and promissory notes and accrued interest owed to them by the Company.

CONSULTING AGREEMENTS:

In March 2003, the Company entered into three consulting  agreements whereby the
Company  issued an aggregate of  24,000,000  shares of stock,  with an aggregate
offering price of $2,080,000 (fair market value at the time of the contracts) in
exchange for consulting  services.  Each contract has a term of one year that is
renewable by either party.

Item 2  MANAGEMENT`S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following  discussion and analysis  provides  information  which  management
believes  is  relevant  to an  assessment  and  understanding  of our results of
operations and financial condition. The discussion should be read in conjunction
with our  financial  statements  and  footnotes.  The following  discussion  and
analysis   contains   forward-looking   statements,   which  involve  risks  and
uncertainties.  Our actual  results may differ  significantly  from the results,
expectations and plans discussed in these forward-looking statements.

OVERVIEW

During the past two years, we have spent considerable time and capital resources
defining and  developing  our strategic  plan for  delivering  and operating our
real-time interactive e-commerce technology.

We attempted to manage the marketing launch of our services from our office in
New York where we currently manage the


                                       10
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administration and coordination for all our other activities. Such
responsibilities included the administration of our Interactive Online Services
and related products to business` websites as well as technical support, daily
bookkeeping and scheduling of employee responsibilities. Our primary service was
ClickiChat/Support which was automatically available to our potential customers
via Online. Upon receiving an online order it takes approximately 60 to 120
seconds to process such order and send back to the new register user an account
number, login name and password with all instructions in order to set-up their
new Interactive Online Solution ClickiChat/Support account. Please visit our
sign up page at: www.liveinternethelp.com/signup.htm.

We attempted to launch our services in July 2001 and intended to continue
attracting new marketing partners to continue increasing the brand name of our
services and continue increasing our customer base. We also intended to continue
our ongoing marketing campaign for the following 12 months but we were spending
approximately $15,000 per month. In order to fund the Company, our officers and
directors had to continue to make capital contributions since we failed to
generate sufficient revenue to continue operations. Finally, in December 2002,
our management decided to close our current business operations and pursue
potential merger candidates.

In December 2002 we entered into a Stock Purchase Agreement and Share Exchange
with Web Intelligence Technology ApS and ARN Invest ApS (both Denmark
Corporations) in consideration for the issuance of 79,500,000 shares of
Startcall to ARN. However, in February 2003 the parties to this agreement
entered into a termination agreement and mutual release in which the parties
mutually agreed to terminate and deem null and void the Stock Purchase Agreement
and Share Exchange and ARN Invest agreed to return the 79,500,000 shares of
stock in consideration for the payment of $20,000 by the Company to Web
Intelligence. Concurrent with the execution of the termination agreement
described above, management signed a letter of intent and subsequent purchase
agreement with Ecovery, Inc. to purchase substantially all of the assets used by
Ecovery in conducting its mining business in Nevada. The assets shall include,
but not be limited to Seller`s accounts receivable, corporate name, trade name,
trademarks and logos, mining tenements and any and all mining claims. The
Company agreed to transfer the


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<PAGE>

79,500,000 shares held in treasury and issue an additional 10,500,000 restricted
shares.

PLACER GOLD MINING - PRE-PRODUCTION ACTIVITIES

The Company`s initial focus for immediate development is the GoldSpring Placer
Gold mining claims, located about 6 miles east of Carson City, Nevada. According
to Donald A. Bourne, P.Eng, consulting geologist, in his report dated March
1994, which was completed right after the 1993 extensive sampling and testing
programs, "these claims have reported reserves of 1,199,000 ounces of gold which
is contained in 41,000,000 cubic yards of sand and gravel".

The GoldSpring property consists of 21 unpatented placer mining claims covering
approximately 850 acres. The claim groups lie immediately south of the famous
Comstock Lode gold - silver mining camp, which is considered the source of the
placer gold values in the immediate area.

A recent geological report dated May 2003 prepared by consulting geologist Paul
A. Pelke, of Reno, Nevada, further supports the earlier Bourne report and adds
important additional information that the writer learned from time spent with
John Uhalde, a mining engineer that was intimately associated with the previous
owners of the claims.

Pelke`s knowledge, coupled with his long term relationship with Jerrie Gasch
registered Geophysicist and Geologist of Gasch and Associates, from Sacramento ,
California, has enabled the Company to identify the production starting location
and to design the operating plant for initial production. Gasch has been
involved in virtually all exploration work carried out on the claims over the
past 20 years.

The Company is actively pursuing financing proposals in the range of $1,000,000
to $1,500,000, which will enable, once finalized, the commencement of gold
production and revenue.

Once funding is suitably arranged, the Company should be able to Implement its
business plan within 90-120 days.


Development Stage Revenues
--------------------------

Our recent operations have been devoted primarily to preparing to place the
GoldSpring Placer Gold Claims into production. Our ability to achieve our
business objectives is contingent upon our success in raising additional capital
which, once finalized, will lead to revenues realized from operations.

DEVELOPMENT STAGE EXPENSES

Development stage expenses during the twelve-month period primarily consisted of
accounting, legal, consulting and office expenses which are necessitated by
operating in a public environment. Ongoing increases to development stage
expenses are anticipated during the year 2003.

LIQUIDITY AND CAPITAL RESOURCES

We have received capital contributions and related party loans to maintain
operations but we have experienced cash flow shortages that has slowed our
growth and forced to pursue other business opportunities. Through March 31,
2003, the consequences of those cash flow shortages was an increase of accrued
expenses and stockholder loans.

We have primarily financed our activities from sales of our capital stock and
from loans from our shareholders. A significant portion of the funds raised from
the sale of capital stock was used to cover working capital needs such as office
expenses and various consulting and professional fees.

We have essentially ceased software related operations because of inadequate
cash flow. Our new business of operating a producing gold mine is contingent
upon our ability to secure adequate financing. Management believes that this
financing will be necessary in order for us to continue as a going concern. We
are actively pursuing several forms of private debt and equity financing,
although there can be no assurances that we will be successful in procuring such
financing or that it will be available on terms acceptable to us.

Item 3. Controls and Procedures


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<PAGE>

(a) Evaluation of disclosure controls and procedures.

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

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

(b) Changes in internal controls.

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

                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.                  Not Applicable

Item 2.   Changes in Securities.              None

Item 3.   Defaults Upon Senior Securities.    Not Applicable

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

Item 5.   Other Information.                  None

Item 6.   Exhibits and Reports of Form 8-K.   On March 5, 2003 we filed an 8K
                                              based on change in of management.

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized, on May 20, 2003.


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<PAGE>

                                GOLDSPRING, INC.

Date:  May 20, 2003      By:/s/ John Cook
                         --------------------------------------
                         John Cook
                         Chief Executive Officer and President

                                CERTIFICATION OF
                             CHIEF EXECUTIVE OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

                           I, John Cook certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Goldspring, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in the quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
if any, 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 the registrant`s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about


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effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. I have disclosed, based on our most recent evaluation, to the registrant`s
auditors and the audit committee of registrant`s board of directors (or persons
performing the equivalent functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant`s ability to record,
process, summarize and report financial data and have identified for the
registrant`s auditors any material weakness in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant`s internal controls; and

6. I have indicated in the quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Dated:     May 20, 2003

/s/ John Cook
----------------------------------------
John Cook
Chief Executive Officer and President

                                CERTIFICATION OF
                             CHIEF FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

I, Leslie Cahan certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Goldspring, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;


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3. Based on my knowledge, the financial statements, and other financial
information included in the quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the quarterly report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
if any, 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 the registrant`s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

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

5. I have disclosed, based on our most recent evaluation, to the registrant`s
auditors and the audit committee of registrant`s board of directors (or persons
performing the equivalent functions):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant`s ability to record,
process, summarize and report financial data and have identified for the
registrant`s auditors any material weakness in internal controls; and

    b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant`s internal controls; and

6. I have indicated in the quarterly report whether there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.

Dated:     May 20, 2003

/s/ Leslie Cahan
----------------------------------------
Leslie Cahan
Chief Financial Officer and Treasurer


                                       16
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