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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 
 Form 10-KSB/A Amendment No. 1
 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 Commission File No. 000-32429 GOLDSPRING, INC. (Exact name of small business issuer as specified in its charter)
 Florida
    
    7389
    
    65-0955118(State or other jurisdiction of
incorporation or organization)
    
    (Primary Standard Industrial
Classification Code Number)
    
    (I.R.S. Employer
Identification No.)
 8585 E. Hartford Drive, Suite 400
Scottsdale, Arizona 85255
(480) 505-4040   (Address, including zip code, and telephone number, including area code,
of registrants principal executive offices)
 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. þ o
 Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of the issuers knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB o State issuers revenues for the most recent fiscal year: $955,380 State the aggregate market value of the voting and non-voting common equity held by
non-affiliates based on the average bid and asked price as of March 31, 2005: $11,756,450 State the number of shares outstanding of each of the issuers classes of common equity, as of
the last practicable date: 234,567,757 shares of Common Stock, $0.000666 Par Value, as of March 31,
2005.




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GOLDSPRING, INC. ANNUAL REPORT ON FORM
10-KSB/A
Amendment No. 1
For the Fiscal Year Ended December 31, 2004 TABLE OF CONTENTS PART III ITEM 9.
    
    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
    
    1ITEM 10.
    
    EXECUTIVE COMPENSATION
    
    
    5ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    6ITEM 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    8ITEM 13
    
    EXHIBITS
    
    
    8ITEM 14
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    8SIGNATURES
    
    
    10Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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PART III 
 Item 9. Directors and Executive Officers of the Registrant The following table sets forth certain information regarding our directors and officers: Name
    
    Age
    
    PositionJohn F. Cook
    
    
    65
    
    
    Chairman of the Board of DirectorsRobert T. Faber
    
    
    45
    
    
    President, Chief Executive Officer, and
acting- Chief Financial OfficerLisa S. Boksenbaum
    
    
    31
    
    
    Secretary and General CounselChristopher L. Aguilar
    
    
    42
    
    
    DirectorTodd S. Brown
    
    
    49
    
    
    DirectorLeslie Lawrence Cahan
    
    
    79
    
    
    DirectorJerrie W. Gasch
    
    
    72
    
    
    DirectorStanley A. Hirschman
    
    
    58
    
    
    DirectorStephen B. Parent
    
    
    59
    
    
    DirectorPhil E. Pearce
    
    
    74
    
    
    Director
 John F. Cookhas been the Chairman of the Board of our company since September 2004. Mr. Cook
served as President and a director of our company from March 2003 until September 2004. From 1999
until March 2003, Mr. Cook served as a President and a director of Ecovery, Inc., a private Nevada
corporation that sold its mining assets to our company in early 2003. For more than eight years,
Mr. Cook has owned and operated Tormin Resources Limited, a privately held company incorporated in
Ontario, Canada, through which he has provided consulting services to junior mining companies,
including serving as an officer and/or director to the following companies: Anaconda Gold
Corporation (1999 to present), formerly Anaconda Uranium Corporation, a TSX Venture Exchange
company, where he currently serves as Chairman and previously served as the President and a
director; Castlerock Resources (2002 to present), a TSX Venture exchange company with mining
development interests in Canada, where he serves as Chairman of the Board of Directors; MBMI
Resources Inc. (2002 to the present), another TSX Venture exchange company, where he serves as a
director; GLR Resources, Inc. (1999 to the present), a TSX company with exploration and development
interests in Canada, where he serves as a director; and Wolfden Resources, Inc. (1999 to the
present), a TSX company with exploration and development interests in Canada, where he serves as a
director. Robert T. Faberhas served as President and Chief Executive Officer of our company since
September 2004 and Chief Financial Officer since June 2003. Mr. Faber served from 2002 until 2003
as Vice President of United Site Services, Inc., a privately held service consolidator in the waste
service industry. Additionally, Mr. Faber served as an executive with Allied Waste Industries from
2001 until 2002, overseeing a $1.2 billion multi-state area and served as Chief Financial Officer
with Frontier Waste Services, LLC from 1999 until 2001. Prior to joining Frontier Waste, Mr. Faber
spent 17 years with Waste Management, Inc., a publicly traded environmental services company,
during which time he served in senior positions both internationally and domestically. Mr. Fabers
positions included Director of Finance of Waste Managements $1.4 billion multi-country
International operations based in London, England and Vice President and Controller for several
$100 million plus multi-state market areas. Mr. Faber is a certified public accountant. Lisa S. Boksenbaumhas been Secretary of our company since April 2005 and the General Counsel
of our company since October 2003. Ms. Boksenbaum was a member of CBG Law Group, PLLC in Bellevue,
Washington from December 1998 until September 2003. Christopher
L. Aguilarhas been a director of our company since October 2004. Mr. Aguilar has been
the General Counsel and Chief Compliance Officer of Merriman Curhan Ford & Co., a securities
brokerage and investment banking subsidiary of MCF Corporation since March 2000. During the same
period of time, he also served as General Counsel and Secretary of MCF Corporation, the publicly
traded financial services holding company that provides institutional sales and trading, research,
investment banking, corporate services, and asset management services through its wholly owned
subsidiaries. From August 1995 to March 2000, Mr. Aguilar was a




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partner at Bradley, Curley & Asiano, a law firm located in San Francisco, California. Mr.
Aguilar is an adjunct professor at the University of California, Hastings College of the Law. Todd
S. Brownhas been a director of our company since October 2004. Mr. Brown has been a senior
financial executive with Brown Capital Advisors, Inc., an advisory services company providing a
wide range of services, including strategic planning, transactional assistance, due diligence, and
financial management. Prior to joining Brown Capital Advisors, Mr. Brown was Senior Vice
President, Chief Financial Officer, and a director of the Phoenix Restaurant Group, Inc. from 1994
to 1999. Mr. Brown previously was employed by an international accounting firm for 14 years, most
recently as a senior manager. Leslie L. Cahanhas been a director of our company since March 2003. Mr. Cahan has been
directly involved for more than 30 years. Mr. Cahan has served as President and Chief Executive
Officer of Harlesk Nevada Inc., the former owner of the Gold Canyon and Spring Valley claims that
were acquired by Ecovery, Inc. and ultimately transferred to our company in March 2003. As former
owner of the Gold Canyon and Spring Valley mining claims, Mr. Cahan managed exploration activities
on the properties, including carrying out geophysical, drilling and trenching exploration
activities. During this same time period, Mr. Cahan served as President and Chief Executive Officer
of Harlesk Management Inc., acting as a resort developer as well as a consultant to luxury resort
developers, providing concept, marketing and financial assistance. From 1999 to 2003, Mr. Cahan
served as President and Chief Executive Officer of Corporate Communications Inc., a long-distance
service provider. Previously, Mr. Cahan owned and operated Western Land and Minerals Ltd., which
specialized in gas and oil production. He was also a founding partner of Nanisivic, on Baffin
Island, one of the worlds largest zinc mines. Jerrie W. Gaschhas been a director of our company since September 2004. Mr. Gasch is a
Registered Geophysicist and Geologist with over 40 years of experience. Mr. Gasch founded Gasch &
Associates of Sacramento, California in 1969 and currently serves as President of the company,
where he remains actively involved in planning field strategies and data collection, as well as
interpretation and application of findings. Under his management, Gasch & Associates has performed
over 3,000 geological and geophysical investigations throughout the continental United States,
Alaska and Central and South America. Mr. Gasch has managed such diverse projects as higher
resolution reflection and refraction seismic surveys, electromagnetic and ground magnetic surveys,
L.P. surveys, ground penetrating radar, vibration and blast monitoring surveys for the mineral
industry. He has worked on large gold mining projects such as Homestakes McLaughln Open Pit Mine
in Lake County California, Valdese Creek Placer Mine in Alaska, Yana Coacha Mine in Peru South
America and numerous other gold exploration projects in Nevada, Idaho, Arizona, California and
Costa Rica S.A. Prior to founding Gasch & Associates in 1969, Mr. Gasch worked as a geologist and
geophysicist for the Department of Water Resources and the California Division of Mines and
Geology. Stanley
A. Hirschmanhas been a director of our company since October 2004. Mr. Hirschman has
served since 1996 as President of CPointe Associates, Inc., a Plano, Texas executive management and
consulting firm that specializes in solutions for companies with emerging technology-based
products. He is Chairman of the Board of Bravo Foods International, Director of 5G Wireless
Communications, an advisor of Redwood Grove Capital Management LLC, former Chairman of Mustang
Software and former director of Imaging Diagnostic Systems, Inc. While at Mustang Software, Mr.
Hirschman took a hands-on role in the planning and execution of the strategic initiative to
increase shareholder value resulting in the successful acquisition of the company by Quintus
Corporation. Mr. Hirschman is a member of the National Association of Corporate Directors and the
KMPG Audit Committee Roundtable training program. Prior to that he held senior management positions
with Software Etc., T.J. Maxx and Banana Republic. Mr. Hirschman is active in community affairs and
serves on the Advisory Council of the Salvation Army Adult Rehabilitation Centers. Stephen B. Parenthas been a director of our company since March 2004. Mr. Parent served as
Chairman of the Board of Directors and Chief Executive Officer of our company from March 2004 until
September 2004. From March 2003 until March 2004, Mr. Parent was our Manager for our exploration
and test mining operations. Prior to founding our company, Mr. Parent worked in the automotive
industry for Penskes United Auto Group (UAG) during 2002 and 2003. Mr. Parent served as Chief
Executive Officer of Ecovery, Inc., a private Nevada corporation from June 1998 to March 2003 when
it sold its mining assets to our company. Mr. Parent currently serves as President and Chief
Executive Officer of Ecovery. Since January 1995, Mr. Parent has served as President and Chief
Executive Officer of Aztech Environmental Industries, Inc. Mr. Parent and his wife filed for
Chapter 13 Bankruptcy protection on September 26, 2002 and the bankruptcy was fully discharged on
March 5, 2004. 2




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Phil
E. Pearcehas been a director of our company since October 2004. Mr. Pearce is an independent
business consultant with Phil E. Pearce & Associates, and a member of the Board of Directors of a
number of domestic and internationally headquartered companies. Mr. Pearce was Senior Vice
President and a director of E.F. Hutton, Chairman of the Board of Governors of the National
Association of Securities Dealers, a Governor of the New York Stock Exchange, and a member of the
Advisory Council to the United States Securities and Exchange Commission on the Institutional Study
of the Stock Markets. Mr. Pearce has been a featured speaker to the European Economic Committee in
Belgium representing the United States on a symposium on public disclosures. Information Relating to Corporate Governance and the Board of Directors Our Board of Directors has determined, after considering all the relevant facts and
circumstances, that Messrs. Todd S. Brown, Stanley A. Hirschman and Phil E. Pearce are independent
directors, as independence is defined by Nasdaq, because they have no relationship with us that
would interfere with their exercise of independent judgment. Messrs. Faber and Parent are or were
officers of our company; Messrs. Cahan and Cook are employees or consultants to our company; and
Mr. Aguilar is an officer of our principal investment banking firm. Jerrie Gasch, currently a
director of our company, is an independent director, and Stephen B. Parent, currently a director of
our company, is not considered independent since he formerly served as an officer. Our Board of Directors has established three standing committees: an Audit Committee, a
Compensation Committee, and a Nominations and Corporate Governance Committee. A majority of the
members of our Audit Committee, Compensation Committee, and Nominations and Corporate Governance
Committee consist of independent directors. Our Board of Directors has adopted charters for the Audit, Compensation, and Nominations and
Corporate Governance Committees describing the authority and responsibilities delegated to each
committee by the board. Our Board of Directors has also adopted Corporate Governance Guidelines, a
Code of Conduct, and a Code of Ethics for the CEO and Senior Financial Officers. We post on our
website at www.goldspring.us, the charters of our Audit, Compensation, and Nominations and
Corporate Governance Committees; our Corporate Governance Guidelines, Code of Conduct, and Code of
Ethics for the CEO and Senior Financial Officers, and any amendments or waivers thereto; and any
other corporate governance materials contemplated by SEC or Nasdaq regulations. These documents
are also available in print to any stockholder requesting a copy in writing from our corporate
secretary at our executive offices set forth in this proxy statement. We regularly schedule executive sessions at which independent directors meet without the
presence or participation of management. The presiding director of such executive session rotates
among the Chairs of the Audit Committee, Compensation Committee, and the Nominations and Corporate
Governance Committee. Interested parties may communicate with our Board of Directors or specific members of our
Board of Directors, including our independent directors and the members of our various board
committees, by submitting a letter addressed to the Board of Directors of GoldSpring, Inc. c/o any
specified individual director or directors at our executive offices. Any such letters are sent
to the indicated directors. The Audit Committee The purpose of the Audit Committee is to oversee the financial and reporting processes of our
company and the audits of the financial statements of our company and to provide assistance to our
Board of Directors with respect to the oversight of the integrity of the financial statements of
our company, our companys compliance with legal and regulatory matters, the independent auditors
qualifications and independence, and the performance of our companys independent auditor. The
primary responsibilities of the Audit Committee are set forth in its charter and include various
matters with respect to the oversight of our companys accounting and financial reporting process
and audits of the financial statements of our company on behalf of our Board of Directors. The
Audit Committee also selects the independent auditor to conduct the annual audit of the financial
statements of our company; reviews the proposed scope of such audit; reviews accounting and
financial controls of our company with the independent auditor and our financial accounting staff;
and reviews and approves transactions between us and our directors, officers, and their affiliates. 3




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The Audit Committee currently consists of Messrs. Brown, Hirschman, and Pearce, each of whom
is an independent director of our company under Nasdaq rules as well as under rules adopted by the
SEC pursuant to the Sarbanes-Oxley Act of 2002. The Board of Directors has determined that Mr.
Brown (whose background is detailed above) qualifies as an audit committee financial expert in
accordance with applicable rules and regulations of the SEC.
Mr. Brown serves as the Chairman of
the Audit Committee. The Compensation Committee The purpose of the Compensation Committee includes determining, or recommending to our Board
of Directors for determination, the compensation of the Chief Executive Officer and other executive
officers of our company and discharging the responsibilities of our Board of Directors relating to
compensation programs of our company. The Compensation Committee currently consists of Messrs.
Brown, Hirschman, and Pearce, with Mr. Hirschman serving as Chairman. The Nominations and Corporate Governance Committee The purposes of the Nominations and Corporate Governance Committee include the selection or
recommendation to the Board of Directors of nominees to stand for election as directors at each
election of directors, the oversight of the selection and composition of committees of the Board of
Directors, the oversight of the evaluations of the Board of Directors and management, and the
development and recommendation to the Board of Directors of a set of corporate governance
principles applicable to our company. The Nominations and Corporate Governance Committee currently
consists of Messrs. Aguilar, Brown, Hirschman, and Pearce, with Mr. Aguilar serving as Chairman. The Nominations and Corporate Governance Committee will consider persons recommended by
stockholders for inclusion as nominees for election to our Board of Directors if the names,
biographical data, and qualifications of such persons are submitted in writing in a timely manner
addressed and delivered to our companys corporate secretary at
our executive offices. The
Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of
Directors, including nominees recommended by stockholders, based on numerous factors it considers
appropriate, some of which may include strength of character, mature judgment, career
specialization, relevant technical skills, diversity, and the extent to which the nominee would
fill a present need on our Board of Directors. As discussed above, a
majority of the members of the Nominations
and Corporate Governance Committee are independent, as that term is defined by Nasdaq. The Board of Directors held a total of five meetings during the fiscal year ended December 31,
2004. The Audit Committee met separately at one meeting during the fiscal year ended December 31,
2004. The Compensation Committee held a total of one meeting during the fiscal year ended December
31, 2004. The Nominations and Corporate Governance Committee did not meet during the fiscal year
ended December 31, 2004. Each of our directors attended at least 75% of the aggregate of (1) the
total number of meetings of our Board of Directors held during fiscal 2004, and (2) the total
number of meetings held by all committees of our Board of Directors on which such person served
during fiscal 2004. Compensation of Directors Independent directors receive $3,000 a month, and the Chairman of the Audit Committee receives
$4,000 a month. We also reimburse the members of our Board of Directors for actual expenses
incurred in attending board meetings. Section 16(a)
of the Exchange Act requires our directors, officers, and persons who
own more than 10% of a registered class of our equity securities to
file reports of ownership and changes in ownership with the
Securities and Exchange Commission. These regulations require the
directors, officers, and greater than 10% shareholders to furnish us
with copies of all Section 16(a) forms they file. Based solely
upon our review of the copies of such forms received by us during the
fiscal year ended December 31, 2004, we believe that each person
who, at any time during such fiscal year was a director, officer, or
beneficial owner of more than 10% of our common stock, complied with
all 
Section 16(a) filing requirements during such fiscal year. 4




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Item 10. Executive Compensation The following table sets forth, for the periods indicated, the total compensation for services
provided to us in all capacities by our Chief Executive Officer. No other executive officer
received aggregate compensation exceeding $100,000 during 2004. SUMMARY COMPENSATION TABLE Long-TermCompensationAwardsSecurities
    
    All OtherAnnual Compensation(1)
    
    Underlying
    
    CompensationName and Principal Position
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    Options (#)(2)
    
    ($)Robert T. Faber(2)
    
    
    2004
    
    
    $
    115,000
    
    
    $
    10,000
    
    
    
    0
    
    
    $
    0President and Chief
Executive

Officer;
 Chief Financial
 Officer
    
    
    2003
    
    
    
    33,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
   (1)
    
    Executive officers received certain perquisites, the value of which did not exceed the lesser
of $50,000 or 10% of that officers salary and bonus during fiscal 2004.(2)
    
    Mr. Faber has served as President and Chief Executive Officer since September 2004 and Chief
Financial Officer since June 2003. Stock Options We
did not grant stock options to directors, officers, or employees in
2004 and no stock options were exercised in 2004. There were no
shares of common stock underlying unexercised stock options at December 31, 2004. Employment Agreements We have an employment agreement with Robert T. Faber extending through August 2009. The
employment agreement provides for Mr. Faber to serve as our Chief Financial Officer and was not
modified after Mr. Faber was appointed President and Chief Executive Officer. The employment
agreement provides for base compensation of $120,000 per year, subject to increases to up to
$200,000 per year if our company achieves designated revenue levels. The employment agreement also
provides for incentive compensation as determined by our board of directors. In addition, the
employment agreement provides for Mr. Faber to be granted options to purchase shares of our common
stock at prices ranging from $.50 to $2.00 per share. Mr. Faber is entitled to a use of a company
car, contributions to a 401(k) plan, and life insurance coverage. The employment agreement with Mr. Faber contains a covenant not to compete with our company
for a period of two years immediately following termination of employment. We may terminate Mr.
Faber for cause as defined in the employment agreement. We will be required to pay Mr. Fabers
compensation during the term of the agreement if we terminate him without cause. We have an employment agreement with Leslie Cahan extending through August 2005, subject
successive one-year extensions unless terminated by either party prior to the end of the then
current term. The employment agreement provides for Mr. Cahan to serve as Director of Human
Resources. The agreement provides for base compensation of $60,000
per year. Apart from his employment with the company, Mr. Cahan
received $60,000 in consulting fees from us in 2004 through his
wholly-owned company, Harlesk Nevada. The employment agreement with Mr. Cahan contains a covenant not to compete with our company
for a period of two years immediately following the termination of employment. We may terminate
Mr. Cahan for cause as defined in the employment agreement. We will be required to pay Mr.
Cahans compensation for a period of one year if we terminate Mr. Cahan without cause. 5




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Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters The following table sets forth certain information regarding the beneficial ownership of our
common stock as of March 31, 2005 by (1) each person who is known by us to be the beneficial owner
of more than five percent of our issued and outstanding shares of common stock, (2) each of our
directors and executive officers, and (3) all directors and officers as a group. Name of Beneficial Owner
    
    Shares Beneficially OwnedNumber(1)

    

Percent(2)Directors and Executive Officers:John F. Cook
3155 Hwy 37 RR2
Roslin, Ontario K0K 2Y0
Canada
    
    
    6,750,000
    
    
    
    2.9
    %Robert T. Faber
16639 N. 55th Place
Scottsdale, AZ 85254
    
    
    1,990,000
    
    
    
    0.8
    %Lisa S. Boksenbaum
8072 E. Maria Dr.
Scottsdale, AZ 85255
    
    
    10,000
    
    
    
    0.0
    %Christopher L. Aguilar
301 H Macalla Court
Yerba Buena Island
San Francisco, CA 94130
    
    
    157,775
    
    
    
    0.1
    %Todd S. Brown
11435 N. St. Andrew Way
Scottsdale, AZ 85254
    
    
    
    
    
    
    0.0
    %Leslie L. Cahan
11878 N. 80th Place
Scottsdale, Arizona 85260
    
    
    9,000,000
    
    
    
    3.8
    %Jerrie W. Gasch
3174 Luyung Drive, #2
Rancho Cordova, CA 95742
    
    
    330,000
    
    
    
    0.1
    %Stanley A. Hirschman
5960 W. Parker Road #278  279
Plano, TX 75093
    
    
    
    (3)
    
    
    0.0
    %Stephen B. Parent
16706 N. 109th Way
Scottsdale, AZ 85255
    
    
    45,962,750
    
    
    
    19.6
    %Phil E. Pearce
6624 GlenLeaf Ct.
Charlotte, NC 28270
    
    
    
    (3)
    
    
    0.0
    %
 6




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Name of Beneficial Owner
    
    Shares Beneficially OwnedNumber(1)

    

Percent(2)Non-director, non-officer 5% Shareholders:Longview
Equity Fund and Longview International Equity Fund
c/o Redwood Grove Capital Management
600 Montgomery Street, 44th Floor
San Francisco, CA 94111
    
    
    28,354,549
    
    
    
    11.24
    %Jubliee Investment Trust
Pearl Corporate Finance Limited
One Great Cumberland Place
London W1H 7AL
    
    
    39,600,000
    
    
    
    16.9
    %John W.
Winfield(4)
c/o Intergroup Corp.
820 Moraga Drive
Los Angeles, CA 90049
    
    
    87,694,050
    
    
    
    34.56
    %Capital
Ventures International
c/o Heights Capital Management
101 California St., Suite 3250
San Francisco, CA 94111
    
    
    18,903,020
    
    
    
    7.46
    %Longview Fund,
L.P.
c/o Viking Asset Management, LLC
600 Montgomery Street, 44th Floor
San Francisco, CA 94111
    
    
    14,177,274
    
    
    
    5.70
    %Gamma
Opportunity Capital
600 Montgomery St., 44th Floor
San Francisco, CA 94111
    
    
    14,177,273
    
    
    
    5.70
    %
   (1)
    
    Except as otherwise indicated, each person named in the table has sole voting and investment
power with respect to all common stock beneficially owned, subject to applicable community
property laws. The numbers and percentages shown include the shares of common stock actually
owned as of March 31, 2004 and the shares of common stock that the identified person or group
had the right to acquire within 60 days of such date.(2)
    
    The percentages shown are calculated based on 234,567,757 shares of common stock outstanding
on March 31, 2005. In calculating the percentage of ownership, all shares of common stock
that the identified person or group had the right to acquire within 60 days of March 31, 2005
upon the exercise of options are deemed to be outstanding for the purpose of computing the
percentage of the shares of common stock owned by that person or group, but are not deemed to
be outstanding for the purpose of computing the percentage of the shares of common stock owned
by any other person or group.(3)
    
    Does not include any shares beneficially owned by Longview Equity Fund and Longview
International. Messrs. Hirschman and Pearce each own 0.5% of Redwood Capital Management, the
management company for the Longwood entities.(4)
    
    Includes shares beneficially owned by John W.
Winfield, Santa Fe Financial Corp., Portsmouth Square, Inc. and
InterGroup Corporation. As of July 18, 2004, we had issued 46,500 shares of our Preferred Convertible Redeemable
Shares to Harlesk Nevada, Inc. Leslie L. Cahan, our director, is the principal owner of Harlesk
Nevada, Inc. These shares were issued in exchange for the Spring Valley and Gold Canyon placer gold
claims that we acquired. Our company and 7




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Harlesk Nevada have agreed to cancel these shares in exchange for stating the obligation in a
net proceeds royalty agreement between the parties. 
 Item 12. Certain Relationships and Related Transactions John F. Cook, the Chairman of our Board of Directors, has a consulting agreement with us. We
pay Mr. Cook for his professional mining consulting services at a rate of $500 per day. We were a party to a Consulting Agreement with Purnendu K. Rana Medhi from October 1, 2003
through September 30, 2004. The agreement required Mr. Medhi to perform such services as we may
reasonably request, including resource evaluation, analysis of mining methods, metallurgical
process, and project planning. We paid Mr. Medhi $46,125 during fiscal 2004 and issued 50,000
shares of our common stock to him. 
 Item 13. Exhibits ExhibitNumber
    
    Exhibit31.1
    
    Certification of Chief Executive Officer of the Registrant
pursuant to Rule 13a-4(a) and Rule 15d-14(a), promulgated under
the Securities Exchange Act of 1934, as amended.31.2
    
    Certification of the Chief Financial Officer of the Registrant
pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under
the Securities Exchange Act of 1934, as amended.32.1
    
    Certification of the Chief Executive Officer of the Registrant
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of the Chief Financial Officer of the Registrant
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
 
 Item 14. Principal Accountants Fees and Services The aggregate fees billed to our company by Jewett Schwartz, for the fiscal years ended
December 31, 2003 and December 31, 2004, are as follows: 2003
    
    
    2004Audit fees
    
    $
    56,000
    
    
    $
    28,500Audit-related fees
    
    
    0
    
    
    
    0Tax fees
    
    
    0
    
    
    
    0All other fees
    
    
    1,400
    
    
    
    
 Audit Committee Pre-Approval Policies The charter of our Audit Committee provides that the duties and responsibilities of our Audit
Committee include the pre-approval of all audit, audit-related, tax, and other services permitted
by law or applicable SEC regulations (including fee and cost ranges) to be performed by our
independent auditor. Any pre-approved services that will involve fees or costs exceeding
pre-approved levels will also require specific pre-approval by the Audit Committee. Unless
otherwise specified by the Audit Committee in pre-approving a service, the pre-approval will be
effective for the 12-month period following pre-approval. The Audit Committee will not approve any
non-audit services prohibited by applicable SEC regulations or any services in connection with a
transaction initially recommended by the independent auditor, the purpose of which may be tax
avoidance and the tax treatment of which may not be supported by the Internal Revenue Code and
related regulations. 8




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To the extent deemed appropriate, the Audit Committee may delegate pre-approval authority to
the Chairman of the Audit Committee or any one or more other members of the Audit Committee
provided that any member of the Audit Committee who has exercised any such delegation must report
any such pre-approval decision to the Audit Committee at its next scheduled meeting. The Audit
Committee will not delegate to management the pre-approval of services to be performed by the
independent auditor. Our Audit Committee requires that our independent auditor, in conjunction with our Chief
Financial Officer, be responsible for seeking pre-approval for providing services to us and that
any request for pre-approval must inform the Audit Committee about each service to be provided and
must provide detail as to the particular service to be provided. 9




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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 on its behalf by the undersigned, thereunto
duly authorized. Date:  April 29, 2005
    GoldSpring, Inc.By:

    /s/ Robert T. FaberRobert T. FaberPresident and Chief Executive Officer 10