CERTIFICATION
                           PRINCIPAL FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO SECTION 302 OF
                         THE SARBANES-OXLEY ACT OF 2002


I, Robert Faber, certify that:

1.   I have reviewed this Amended Form 10-KSB of GoldSpring, Inc.;

2.   Based on my knowledge, this amended 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 report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this amended report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the small business issuer as of, and for, the periods present in this
     amended report;

4.   The small business issuers other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13-a-15(f) and 15d-15(f)) for the small business issuer and have:

     (a)  Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the small
          business issuer, including its consolidated subsidiaries, is made
          known to us by others within those entities, particularly during the
          period in which this report is being prepared;

     (b)  Designed such internal control over financial reporting, or caused
          such internal control over financial reporting to be designed under
          our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principals;

     (c)  Evaluated the effectiveness of the small business issuer's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and

     (d)  Disclosed in this amended report any change in the small business
          issuer's internal control over financing reporting that occurred
          during the small business issuer's most recent fiscal quarter (the
          small business issuer's fourth fiscal quarter in the case of an annual
          report) that has materially affected, or is reasonably likely to
          materially affect, the small business issuer's internal control over
          financial reporting; and

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the audit
     committee of the small business issuer's board of directors (or persons
     performing the equivalent functions): (a) All significant deficiencies and
     material weaknesses in the design or operation of internal control over
     financial reporting which are reasonable likely to adversely affect the
     small business issuer's ability to record, process, summarize and report
     financial information; and (b) Any fraud, whether or not material, that
     involved management or other employees who have a significant rile in the
     small business issuer's internal control over financial reporting.


Date: June 23, 2004                 /s/  Robert Faber
                                    -------------------------------------
                                    Robert Faber
                                    Principal Financial Officer