SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                  FORM 10-KSB/A

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   For the fiscal year ended December 31, 2003

                                       OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                        For the transition period from to

                        Commission File Number 000-32429

                            ------------------------

                                GOLDSPRING, INC.
             (Exact Name of Registrant as Specified in its Charter)

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

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

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

           14354 North Frank Lloyd Wright Blvd., Scottsdale, AZ 85260
      (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 [ ]

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 [ ]

State issuer's revenues for the most recent fiscal year:

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates (172,627,149 shares) based on the average bid and asked price
as of December 31, 2003 being $ 0.84 per share: $145,006,805

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the last practicable date: 172,677,149 shares of Common Stock,
$0.000666 Par Value, as of March 11, 2004.

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                                TABLE OF CONTENTS


                                                                            PAGE

GLOSSARY....................................................................
CURRENCY....................................................................
UNCERTAINTY OF FORWARD-LOOKING   STATEMENTS.................................


         PART I

ITEM 1.  BUSINESS...........................................................
ITEM 2.  PROPERTIES.........................................................
ITEM 3.  LEGAL PROCEEDINGS..................................................
ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS..................


         PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS........................................
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND OPERATING RESULTS....................................
ITEM 7.  FINANCIAL STATEMENTS...............................................
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE.............................


         PART III

ITEM 9.  DIRECTORS AND OFFICERS OF REGISTRANT...............................
ITEM 10. COMPENSATION OF DIRECTORS AND OFFICERS.............................
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT.....................................................
ITEM 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS......................
ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K...................................
ITEM 14  CONTROLS AND PROCEDURES............................................
ITEM 15  PRINCIPAL ACCOUNTANT FEES AND SERVICES.............................




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                                    GLOSSARY

"ASSAY" means to test ores or minerals by chemical or other methods for the
purpose of determining the amount of valuable metals contained.

"BRECCIA" means rock consisting of fragments, more or less angular, in a matrix
of finer-grained material or of cementing material.

"BONANZA" means a compact mass of very high-grade ore. Average Bonanza grades
are 2.3 ounces of gold per ton and 43 ounces of silver per ton.

"CLAIM" means a mining title giving its holder the right to prospect, explore
for and exploit minerals within a defined area.

"COMMON SHARES" means common shares without par value of GoldSpring, Inc.

"COMPANY" means the consolidated group consisting of GoldSpring, Inc. and its
subsidiaries The Plum Mining Company, LLC, GoldSpring, LLC and Ecovat Copper
Nevada, LLC.

"CORPORATE STOCK TRANSFER" means GoldSpring's registrar and transfer agent,
Corporate Stock Transfer of Denver, Colorado.

"CORPORATION" means the consolidated group consisting of GoldSpring, Inc. and
its subsidiaries The Plum Mining Company, LLC, GoldSpring, LLC and Ecovat Copper
Nevada, LLC.

"CUT-OFF GRADE" means the grade below which mineralized material or ore will be
considered waste.

"DEPOSIT" means an informal term for an accumulation of mineral ores.

"DIAMOND DRILL" means a rotary type of rock drill that cuts a core of rock and
is recovered in long cylindrical sections, two centimeters or more in diameter.

"DORE" means unrefined gold and silver bullion consisting of approximately 90%
precious metals, which will be further refined to almost pure metal.

"DUMPS" means depositories of unprocessed material rejected from prior mining
operations.

"ECOVAT COPPER NEVADA" means Ecovat Copper Nevada, LLC, a wholly-owned
subsidiary of GoldSpring, Inc.

"FAULT" means a fracture in rock along which there has been displacement of the
two sides parallel to the fracture.

"GOLDSPRING" means GoldSpring, Inc.

"HEAP LEACH" means a gold extraction method that percolates a cyanide solution
through ore heaped on an impervious pad or base.

"MINERALIZATION" means the concentration of metals within a body of rock.

"MINERALIZED MATERIAL" is a mineralized body which has been delineated by
appropriately spaced drilling and/or underground sampling to support a
sufficient tonnage and average grade of metal(s). Such a deposit does not
qualify as a reserve, until a comprehensive evaluation based upon unit cost,
grade, recoveries, and other material factors conclude legal and economic
feasibility.



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"NET SMELTER RETURNS" means the actual financial proceeds received from any
mint, smelter, refinery, or other purchaser, from the sale of bullion, dore,
concentrates or finished products, less the cost of shipping, and all minting,
smelter or refinery costs.

"ORE" means material containing minerals that can be economically extracted.

"OXIDE" means mineralized rock in which some of the original minerals have been
oxidized (I.E., combined with oxygen). Oxidation tends to make the ore more
porous and permits a more complete permeation of cyanide solutions so that
minute particles of gold in the interior of the minerals will be more readily
dissolved.

"PATENT" means Fee simple title (private land) obtained from a State or Federal
government to land containing a valid mineral discovery.

"PLACER MINE" means the Gold Canyon and Spring Valley properties contained
within the legal entity of Goldspring LLC.

"PLUM MINING" means The Plum Mining Company, LLC, a wholly-owned subsidiary of
Goldspring, Inc.

"PROBABLE RESERVES" means reserves for which quantity and grade and/or quality
are computed from information similar to that used for proven reserves, but the
sites for inspection, sampling and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower than
that for proven reserves, is high enough to assume continuity between points of
observation.

"PROVEN RESERVES" means reserves for which (a) quantity is computed from
dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or
quality are computed from the results of detailed sampling and (b) the sites for
inspection, sampling and measurement are spaced so closely and the geologic
character is so well defined that size, shape, depth, and mineral content of
reserves are well-established.

"RECOVERY" means that portion of the metal contained in the ore that is
successfully extracted by processing, expressed as a percentage.

"RESERVES" or "ORE RESERVES" mean that part of a mineral deposit, which could be
economically and legally extracted or produced at the time of the reserve
determination.

"SAMPLING" means selecting a fractional, but representative, part of a mineral
deposit for analysis.

"SEDIMENT" means solid material settled from suspension in a liquid.

"STOCKWORK" means a rock mass interpenetrated by small veins of mineralization.

"STRIKE", when used as a noun, means the direction, course or bearing of a vein
or rock formation measured on a level surface and, when used as a verb, means to
take such direction, course or bearing.

"STRIKE LENGTH" means the longest horizontal dimension of an ore body or zone of
mineralization.

"STRIPPING RATIO" means the ratio of waste to ore in an open pit mine.

"SULPHIDE" (or "SULFIDE") means a compound of sulfur and some other element.

"TRENCHING" means prospecting in which subsurface strata are exposed by digging
pits across the strike of a lode.

"VEIN" means a fissure, fault or crack in a rock filled by minerals that have
traveled upwards from some deep source.



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<PAGE>


"VOLCANICLASTIC" means derived by ejection of volcanic material from a volcanic
vent.

"WASTE" means rock lacking sufficient grade and/or other characteristics of ore.






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<PAGE>


                                    CURRENCY

Unless otherwise specified, all dollar amounts in this report are expressed in
United States dollars.


                    UNCERTAINTY OF FORWARD-LOOKING STATEMENTS

This document, including any documents that are incorporated by reference as set
forth on the face page under "Documents incorporated by reference", contains
forwarding-looking statements concerning, among other things, projected annual
gold production, mineralized material, proven or probable reserves and cash
operating costs. Such statements are typically punctuated by words or phrases
such as "anticipates", "estimates", "projects", "foresees", "management
believes", "believes" and words or phrases of similar import. Such statements
are subject to certain risks, uncertainties or assumptions. If one or more of
these risks or uncertainties materialize, or if underlying assumptions prove
incorrect, actual results may vary materially from those anticipated, estimated
or projected. Important factors that could cause actual results to differ
materially from those in such forward-looking statements are identified in this
document under "Item 1. Business--Risk Factors". GoldSpring, Inc. assumes no
obligation to update these forward-looking statements to reflect actual results,
changes in assumptions, or changes in other factors affecting such statements.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

OVERVIEW

GoldSpring, Inc. (the "Company" or "GSPG") is a precious metals mining company
specializing in the economical and efficient production of gold and other
precious metals. The Company, as it exists today, was formed in March 2003 when
a Plan of Agreement and Reorganization by Exchange (the "Plan of
Reorganization") was executed between the Company and Ecovery, Inc., a private
corporation with mining properties in Nevada. Pursuant to the Plan of
Reorganization, in consideration for substantially all of the assets of Ecovery,
the Company agreed to pay $13.75 million in the form of 90 million restricted
shares of its common stock (market value of $0.10 per share) to the Ecovery
shareholders, $100,000 cash payment to Ecovery, and 46,500 $100 Preferred
Convertible/Redeemable shares to Harlesk Nevada (the prior owner of the Gold
Canyon and Spring Valley placer projects) in full satisfaction of $4,650,000 of
production payments due to Harlesk Nevada from the operation of the Placer
projects.

Ecovery's assets included the Gold Canyon and Spring Valley gold placer projects
in Lyon County, Nevada plus the "Big Mike" Copper Project in Nevada. The Gold
Canyon and Spring Valley Placer gold claims, located about 3 miles south of Gold
Hill, Nevada, have reported gold reserves of 1,199,000 ounces. These claims
consist of 21 unpatented placer mining claims covering approximately 850 acres.
The claim groups lie immediately south of the famous Comstock Lode, which is
considered the source of the placer gold values in the immediate area. Ecovery's
assets also included the "Big Mike" Copper Ore Project, located about 2 hours
east of Reno in Winnemucca, Nevada, containing 25,000,000 pounds of copper
already mined. The total value of the contained copper in the ore at recent
prices above $1.30/pound is approximately $32.50 million.

Prior to March 2003, the Company was focused on software and technology
applications for global e-commerce. Originally founded in Florida in October
1999 as Click and Call Company, the Company changed its name to StartCall.com,
Inc. in June 2000. StatrCall.com's business plan was to serve as an application
service provider (ASP) which offered real-time interaction technology as an out
source service. The Company planned to offer a technology that would enable
visitors to a web site to click on a button and request live help at the point
of a purchase when needed or desired by the customer. In the fourth



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quarter of 2002, the Company's management decided that it could not compete in
the marketplace and began looking for potential acquisitions or mergers with
companies in the software telecommunications industry. In December 2002,
StartCall.com entered into a Stock Purchase Agreement and Share Exchange
Agreement with a Danish software company, ARN Invest, in which the Company
agreed to acquire Web Intelligence, a European supplier of online competitive
intelligence services, in exchange for the issuance of 79,500,000 shares to ARN
Invest. Pursuant to the Agreement, the Company's name was changed to Visator,
Inc. and Web Intelligence became Visator's wholly-owned subsidiary and operating
company. In February 2003, Web Intelligence, ARN Invest, and the management of
Visator agreed to void the transaction. A Termination Agreement and Mutual
Release was executed on February 28, 2003. The Stock Purchase Agreement and
Share Exchange were deemed null and void, and ARN Invest returned the 79,500,000
common shares of Visator in consideration for the payment of $20,000. These
common shares were subsequently cancelled in March 2003.

Prior to the Plan and Agreement of Reorganization by exchange by Goldspring,
Inc., the Company had entered into various contractual arrangements whereby the
Company would issue common stock as consideration for investor relations,
business advisory and related consulting services. A total of 26,726,932 common
shares valued at $4,123,278 were issued for consulting services during the
period February 2002 through March 11, 2003 (See Note H for further details).
The entire amount was realized as an expense in 2003.

Following the termination of the Agreement with ARN Invest, Visator executed a
letter of intent and subsequent purchase agreement with Ecovery, Inc. to acquire
substantially all of the assets used by Ecovery in conducting its mining
business in Nevada. Pursuant to the Letter of Intent, the Company changed its
name to GoldSpring, Inc. The "Plan of Agreement and Reorganization by Exchange"
between GoldSpring and Ecovery (the "Plan of Reorganization") was entered into
on March 20, 2003. The final closing documents for GoldSpring's acquisition of
Ecovery's Nevada mining assets were executed on June 12, 2003 with an
effectuation date of March 11, 2003. As outlined in the Plan of Reorganization
and final closing documents, Antonio Treminio resigned from the Board of
Directors of the Company and John Cook and Les Cahan were appointed to the Board
of Directors. In addition, Antonio Treminio resigned as President, Chief
Executive Officer and Chief Financial Officer, and John Cook was named as
President and Chief Executive Officer of the Company. The Company then appointed
Robert Faber to its Board of Directors and named him Chief Financial Officer of
the Company in June 2003.

In June 2003 the Company ordered its first RMS - Ross turnkey gravity placer
gold recovery plant. This plant was delivered in November 2003.

On September 16, 2003 the shareholders of record received a 10% stock dividend.
Pursuant to this dividend, the Company issued an additional 15.6 million common
shares to its shareholders.

In September 2003 prior to the 10% stock dividend, the Company completed a $2
million equity raise. The financing consisted of two phases. Phase One was a
$250,000 private placement offering of 2 million restricted common shares at
$0.125 to private accredited investors. Phase Two was also an equity financing
which was completed with a London Stock Exchange Listed Investment Trust
generating $1,785,008 in exchange for 36 million restricted common shares of the
Company's stock. This Investment Trust also received an additional 3.6 million
restricted common shares pursuant to the Company's 10% dividend in September
2003. The Company deployed the funds to acquire "The Plum Mining Company, LLC",
to commence gold production at Plum's Billie the Kid open pit mine and for
general corporate purposes.

On November 1, 2003, the Company acquired The Plum Mining Company, LLC ("Plum").
The Plum property consists of two projects (The Billie the Kid Project comprised
of the Billie the Kid, Lucerne and the Hartford Pits, and The Como Project)
containing over 2,427,082 tons of economic gold and silver bearing ore. The
"Billie the Kid" open pit (private land) contains 600,000 tons, with a Phase 1
mining plan targeting 500,000 tons of proven 0.058 ounces/ton gold and 0.31
ounces/ton silver. The adjacent "Lucerne" open pit (private land) has resources
in excess of 1,150,000 tons of proven 0.05 ounces/ton gold and 0.71 ounces/ton
silver. The Como District Claims, located in the Hulley-Logan Trend about 30
miles SE of Plum, contains about 700,000 tons of probable 0.09 ounces/ton gold
and 3.9 ounces/ton silver. At



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<PAGE>


$400 gold and $6.5 silver the ore body represents approximately $62 million of
gold and $24 million in silver.

In addition to the mining claims, the Plum acquisition included 40 acres of
private land with a 2,700 square foot office building, two laboratory trailers,
an enclosed maintenance facility, earth-moving equipment, dump trucks, and other
processing equipment including a Merrill Crowe solution extraction plant and a
primary ore crusher. Notably, Plum Mining has the only permit for cyanide heap
leach processing facility in the Comstock Lode area of Nevada. Given the
regulatory climate in this area, Plum mining most likely will be the only
company in the Comstock Lode District with a cyanide heap leach permit. The Plum
permits and infrastructure provide a solid platform for further expansion in the
Comstock Lode District.

Approximately two weeks after the closing of the Plum acquisition, the Company
was successful in securing necessary final regulatory approvals to commence
infrastructure development on the Plum property. Ground breaking took place on
November 18th with an aggressive plan to be in production and mineral recovery
before year-end. Several strategic vendor relations were formed including an
agreement with American Asphalt. This vendor provides mine excavation and
transportation of ore to the processing facility. The Company's aggressive plans
for the 4th Quarter 2003 production would have been attainable had the Leach pad
and pond liner material been available on schedule as contracted. The facility
would have been finished by December 11 and able to be overlined and loaded with
ore for Q4 revenue. The weather window necessary for detailed construction of
the leach pad and ponds was lost and rather than send ore off property at an
excessive incremental cost, a decision was made to stockpile the mined material
for processing once the construction was complete. While not received or
reported in Q4, the revenue associated with the stockpiled gold and silver ore
mined in the 4th Quarter 2003 is being generated in 2004. Currently, over 80,000
tons of ore from Billie the Kid pit have been mined and are being loaded on the
completed Heap Leach Processing pad.

On December 12, 2003, the Company initiated the application process to be listed
on the American Stock Exchange (AMEX). Under the Standard 3 Listing Guidelines,
the Company met the qualifications for listing on the AMEX. (Financial
Guidelines - a market capitalization in excess of $50 million, a market value of
the public float in excess of $15 million and stockholders equity in excess of
$4 million; Distribution Guidelines - at least 400 public stockholders, at least
500,000 shares in the public float, and an average daily trading volume of at
least 2,000 shares) The initial "Comment Letter" was received from the AMEX on
January 20, 2004. All items contained in the "Comment Letter" have been
addressed and responded to effective with the filing of this document.

As demonstrated above, 2003 was a year of formation and staging for the
enterprise. 2004 will focus on expanding mineral production at existing
properties and increasing reserves through strategic acquisitions and
exploration. The Company will continue to seek acquisition opportunities where
the properties have proven reserves, advanced permitting in place and where
exploration opportunities exist. The Company has three (3) Letters of Intent in
place for properties that meet these criteria. Contingent upon successful due
diligence, the Company intends to complete these acquisitions in the near term.

Current in-ground reported reserves total $596 million: Gold: $540 Million (1.35
Million oz.), Silver: $24 Million (3.7 Million oz.), and Copper: $32 Million (25
Million lbs.) The Company intends to increase In-Ground Reserves to over 3
million ounces of gold in 2004 through acquisitions and exploration of existing
properties. Exploration opportunities exist on the Company's properties
including a Bonanza potential discovery of 1 to 3 million additional ounces of
gold. GoldSpring is committed to creating a high-quality portfolio of gold and
other precious metals producing assets to achieve substantial, long-term growth
and cash flow.

SUBSEQUENT FINANCING EVENTS

On February 10, 2004, the Company announced a Restricted Private Placement for
accredited private investors for a maximum of $500,000 (66 2/3 units). Units of
$7,500 consisting of 10,000 shares of the Company's restricted common stock, par
value $.000666 and 5,000 warrants exercisable at $1.00 for a one-year period.
The Company has the right to redeem the restricted shares from the investors
within 120 days of the purchase of the shares at the same price paid by the
investor and the investor will retain the warrants.



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<PAGE>


The warrants/converted shares shall have registration rights commencing 180 days
after the date of issuance. The restricted shares shall remain restricted for
one year if not redeemed. This offering was closed on February 23, 2004.

On March 11, 2004 the Company closed a $10 million  Institutional equity private
placement  brokered by Merriman Curhan Ford & Co. of San Francisco,  California.
The Company received gross proceeds from a group of  institutional  investors of
$10 million from a private placement of 21,739,130 shares of unregistered common
stock at a negotiated  price of $0.46 per share.  The  investors  also  received
warrants to purchase  10,869,565  shares of common stock at an exercise price of
$0.86 per warrant  share.  Additionally,  investors have the option to invest an
additional $5.0 million in a green shoe option.

Use of Proceeds is as follows: $3 million to accelerate the ramp up of existing
gold, silver and copper reserves into production; $3 million to complete and
bring to production those acquisitions currently under LOI; $2 million for
additional acquisitions, development and exploration and $2 million for working
capital. This capital infusion, according to the Company's business plan, will
enable production revenue on an annualized basis to increase from around $20
million to about $70 million.

EMPLOYEES

As of December 31, 2002, the Company had 4 full-time employees at its executive
office in Scottsdale, Arizona. In addition, the Company contracted two full-time
managers to oversee the Plum Mining project in Nevada (one manager was paid as a
consultant, and the other was employed through an employee leasing agency). The
Company uses consultants with specific skills to assist with various aspects of
its project evaluation, due diligence and acquisition initiatives. Since the
beginning of 2004, the Company has added five mining employees at the Plum
project, all of whom are leased through an employee leasing agency. The Company
also uses sub-contractors in its mining operations which involves approximately
20 people including a mining and screening foreman.

The Company's corporate headquarters are located in Scottsdale, Arizona, where
the Company leases space at 8585 E. Hartford Dr., Suite 400, Scottsdale, AZ
85255. Telephone: 480-505-4040. Fax: 480-505-4044

PRINCIPAL MARKETS

The products produced by the Company are sold on world markets at prices
established by market forces. These prices are not within the control of the
Company.

GOVERNMENT REGULATION

Mining operations and exploration activities are subject to various national,
state, and local laws and regulations in the United States, which govern
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, protection of the environment, mine safety,
hazardous substances and other matters. The Company has obtained or has pending
applications for those licenses, permits or other authorizations currently
required to conduct its exploration and other programs. The Company believes
that it is in compliance in all material respects with applicable mining,
health, safety and environmental statutes and the regulations passed there under
in the United States. There are no current orders or directions with respect to
the foregoing laws and regulations.

RECLAMATION

The Company generally is required to mitigate long-term environmental impacts by
stabilizing, contouring, resloping, and revegetating various portions of a site
after mining and mineral processing operations are



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completed. These reclamation efforts are conducted in accordance with detailed
plans, which must be reviewed and approved by the appropriate regulatory
agencies.

The Nevada Revised Statutes and regulations promulgated there under by the
Nevada State Environmental Commission and the Nevada Division of Environmental
Protection, Bureau of Mining and Reclamation require surety to be posted for
mining projects to assure the Company will leave the site safe, stable and
capable of providing for a productive post-mining land use. Pursuant to the
approved Reclamation Plan for Billie the Kid, the Company posted a surety in the
amount of $321,000, of which $145,000 came in the form of a cash deposit and the
balance was secured from a surety agent.

COMPETITION

The Company competes with other mining companies in connection with the
acquisition of gold properties. There may be competition for gold acquisition
opportunities, some of which may involve other companies having substantially
greater financial resources than the Company.

The Company believes no single company has sufficient market power to affect the
price or supply of gold in the world market.

RISK FACTORS

An investment in the Company's Common Shares involves risk. The risks described
below are not the only ones facing the Company. Additional risks not presently
known to the Company or which management currently considers immaterial may also
adversely affect the Company's business. Management has attempted to identify
the major factors under the heading "Risk Factors" that could cause differences
between actual and planned or expected results, and has included all material
risk factors. If any of the following risks actually happen, the Company's
business, financial condition and operating results could be materially
adversely affected.

     1.   The Company has no record of earnings. It is also subject to all of
          the risks inherent in a developing business enterprise.

     2.   The Company's success and possible growth will depend on its ability
          to recover precious metals, process them, and successfully sell them
          on world markets. It is dependent on the market's acceptance of the
          quality of the product presented for sale.

     3.   Liquidity and the need for additional financing is a concern for the
          Company. There is no assurance that the Company will be able to obtain
          additional capital as required, or if the capital is available, to
          obtain it on terms favorable to the Company. The Company may suffer
          from a lack of liquidity in the future that could impair its
          production efforts and adversely affect its results of operations.

     4.   Management cannot be certain that the Company's acquisition,
          exploration and development activities will be commercially
          successful. 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 mining and
          processing facilities and infrastructure at any site chosen for
          mining. There can be no assurance that any gold reserves or
          mineralized material acquired or discovered will be in sufficient
          quantities to justify commercial operations or that the funds required
          for development can be obtained on a timely basis.

     5.   The price of gold is subject to fluctuations, which could adversely
          affect the realizable value of the Company's assets and potential
          future results of operations and cash flow.

     6.   The Company's principal assets are gold, silver and copper reserves.
          The Company intends to attempt to acquire additional properties
          containing reserves and mineralized material with exploration
          potential. The price that the Company pays to acquire these properties
          will be, in large



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          part, influenced by the price of gold at the time of the acquisition.
          The Company's potential future revenues are expected to be, in large
          part, derived from the mining and sale of gold from these properties
          or from the outright sale of some of these properties. The value of
          these gold reserves and mineralized material, and the value of any
          potential mineral production there from, will vary in direct
          proportion to variations in those mineral prices. The price of gold
          has fluctuated widely, and is affected by numerous factors beyond the
          control of the Company, including, but not limited to, international,
          economic and political trends, expectations of inflation, currency
          exchange fluctuations, central bank activities, interest rates, global
          or regional consumption patterns and speculative activities. The
          effect of these factors on the price of gold, and therefore the
          economic viability of any of the Company's projects, cannot accurately
          be predicted. Any drop in the price of gold would adversely affect the
          Company's asset values, cash flows, potential revenues and profits.

     7.   Mining exploration, development and operating activities are
          inherently hazardous. Mineral exploration involves many risks that
          even a combination of experience, knowledge and careful evaluation may
          not be able to overcome. Operations in which the Company has direct or
          indirect interests will be subject to all the hazards and risks
          normally incidental to exploration, development 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, the Company could elect not to insure
          itself against such liabilities due to high premium costs or other
          reasons, in which event, the Company could incur significant costs
          that could have a material adverse effect on its financial condition.

     8.   Reserve calculations are estimates only, subject to uncertainty due to
          factors including metal prices and recoverability of metal in the
          mining and mineral recovery process. There is a degree of uncertainty
          attributable to the calculation of reserves and corresponding grades
          dedicated to future production. Until reserves are actually mined and
          processed, the quantity of ore and grades must be considered as an
          estimate only. In addition, the quantity of reserves and ore may vary
          depending on metal prices. Any material change in the quantity of
          reserves, mineralization, grade or stripping ratio may affect the
          economic viability of the Company's properties. In addition, there can
          be no assurance that gold recoveries or other metal recoveries in
          small-scale laboratory tests will be duplicated in larger scale tests
          under on-site conditions or during production.

     9.   The Company's exploration and development operations are subject to
          environmental regulations, which could result in incurrence of
          additional costs and operational delays. All phases of the Company's
          operations are subject to environmental regulation. Environmental
          legislation is evolving in some countries or jurisdictions in a manner
          which will 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 future changes in environmental
          regulation, if any, will not adversely affect the Company's projects.
          The Company is currently subject to environmental regulations with
          respect to its properties in Nevada.

     10.  U.S. Federal Laws. 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 the
          Company.

     11.  Nevada Laws. At the state level, mining operations in Nevada are also
          regulated by the Nevada Department of Conservation and Natural
          Resources, Division of Environmental Protection. Nevada state law
          requires the Plum Mining Company and the GoldSpring Placer 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, the Company is



                                                                              11
<PAGE>


          required to hold Nevada Reclamation Permits required under NRS
          519A.010 through 519A.170. 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 an adverse impact on the Company's financial
          performance and results of operations by, for example, required
          changes to operating constraints, technical criteria, fees or surety
          requirements.

     12.  There may be challenges to the Company's Title in the mineral
          properties in which the Company holds a material interest. If there
          are title defects with respect to any of the Company's properties, the
          Company might be required to compensate other persons or perhaps
          reduce its interest in the affected property. Also, in any such case,
          the investigation and resolution of title issues would divert
          management's time from ongoing exploration and development programs.

ITEM 2.  DESCRIPTION OF PROPERTY

PLUM MINING PROPERTIES (BILLIE THE KID OPEN PIT MINE, LUCERNE OPEN PIT MINE,
COMO CLAIMS)

In November 2003, GoldSpring purchased 100% of the interest in The Plum Mining
Company, LLC ("Plum"). Plum's property interests include title to 40 acres of
private land, with improvements consisting of a 2,700 square foot
commercial/residential office building and a 1,500 square foot shop; and mineral
exploration and mining leases for the Billie the Kid and Lucerne Open Pit mines
and the Como Claims.

Lease and Royalty Payments
--------------------------

The Company has a Mineral Exploration and Mining Lease Agreement with Claire
Obester dated January 1, 1997 (the Obester Lease) covering mineral rights to the
Billie the Kid and Lucerne open pit mines as well as other mining claims. Terms
of the lease call for monthly lease payments of $500 until the mining claims
covered by the lease are put into production. After production commences, the
Company shall pay a royalty to Lessor amounting to the greater of $500/mo. or a
percentage of Net Smelter Returns (the percentage varies based on the price of
gold - 3% is gold is less than $400/oz., 4% if gold is greater than or equal to
$500/oz. But less than $500/oz., and 5% if gold is over $500/oz).

The Company has a second Mineral Exploration and Mining Lease Agreement with the
Donovan Silver Hills, LLC covering 13 unpatented mining claims. Terms of the
lease call for monthly lease payments of $250 until the mining claims covered by
the lease are put into production. After production commences, the Company shall
pay a royalty to Lessor amounting to the greater of $500/mo. or a percentage of
Net Smelter Returns (The percentage varies based on the price of gold - 3% if
gold is less than $400 per ounce, 4% if gold is in the $400's per ounce and 5%
if gold is $500 or greater per ounce.).

Geology, Structure and Mineralization
-------------------------------------

The project geology is dominated by three principal lithologic units. The oldest
is a Mesozoic sub-areal to sub-marine volcanic and sedimentary sequence. This
unit is dominated by metamorphosed andesite, with local sedimentary units
consisting of black graphitic shale and limestone. Intruding and overlying this
are dikes and flows of the Hartford Hill Rhyolite (Santiago Canyon Tuff).
Sequentially above the Hartford Hill is the Alta Andesite. In the project area,
the unit is composed of up to 2000 feet of andesitic flows and interlayered,
water lain tuffs (Sutro Tuff).

The Lucerne and Billie the Kid deposits are situated along faulted, offset
sections of the Silver City Lode, one the structures which intersect and form
the larger Comstock Lode. The structural grain of both deposits is roughly
N50oW, and both dip northeasterly.

With in the Billie the Kid and the Lucerne deposits, intrusive dikes and sills
of the Alta andesite are seen to be spatially associated with gold
mineralization, but only rarely are mineralized. In the Billie the Kid



                                                                              12
<PAGE>


deposit approximately 80% of the mineralization is contained in the Hartford
Hill rhyolite, and in the paleosol which separates it from the Mesozoic
meta-andesite. In the Lucerne deposit, roughly 70% of the ore grade
mineralization is contained in the Hartford Hill, the remainder being in the
Alta.

Ore mineralogy is unique in the district. Fragments of both Alta andesite and
Hartford Hill rhyolite, cut by open space quartz veinlets and veins are found
throughout a matrix of lacy to sugary quartz, white to black calcite, and
manganiferous clays. Gold is found as discrete very fine grains of free gold
with in the clayey matrix. Typical gold grains have extremely ornate boundaries,
and abnormally large surface areas, somewhat resembling crumpled foil, or broken
egg shells. This large surface area, and the lack of any encapsulation allow
effective treatment in a heap leach environment.

OPEN PIT MINERAL RESERVES
-------------------------

BILLIE THE KID & LUCERNE PIT AREAS:

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

The Lucerne deposit ores are similar to the Billie the Kid in chemistry, and
response in a heap leach environment. In an original mine plan for the Lucerne
pit circa 1992, Carrington Consultants estimated a mineable reserve of 976,000
tons with an average inplace grade of 0.05 opt Au and .71 opt Silver. The
overall waste to ore ratio for this pit design was 1.7:1.

Allowing for past  production,  and  uncertainties  related to that mining,  the
remaining  Proven  Reserve  there is estimated at 850,000 tons  remaining.  Upon
completion of current  remodeling  and  developing a current mine plan,  most of
this mineralization will be reclassified as Proven Mineable Reserves.

Additional mineral resources exist underneath State Route 342 which lies on the
east crest of the Lucerne Pit. At this time there are 300,000 tons with and
indicated grade of .05 opt Au and .7 opt AG which are classified as Probable
Reserves.

Mineralization in the Billie the Kid pit is known to extend beyond design
limits, into Lyon County. This county, rather Silver City, has always been
strongly anti-mining, so a conscious decision was made not to open operations up
to administrative issues in Lyon County until the mine was in full operation and
providing taxes and payroll. It is believed that once this is achieved
exploration should be extended into this area, and the requisite permitting
pursued.

Additional exploration potential exists north of the old Hartford Pit where
limited drilling by Houston Oil and Minerals in the late 1970's returned results
up to .1 opt Au., in an area of alteration similar to the Billie the Kid and
where intrusive dikes of Alta Andesite are mapped along the meta-andesite -
rhyolite contact.

Como District
-------------

Past operations by Plums Previous owner, W. Hughes Brockbank, conducted drilling
and other exploration activities in the Hulley - Logan area of the Como
District. Like the Comstock District, this mineralization is hosted in Tertiary
age volcanic flows.

To date, exploration work has identified a reported Probable Mineral Reserve of
700,000 tons with an average grade of .09 opt Au, and 3.9 opt Silver. Historic
heap leaching on the claims is reported to have achieved over 80% recovery of
the gold and silver values from these ores.



                                                                              13
<PAGE>


At present the Reserve inventory for all classes reported on herein, stands at
2,437,082 tons with an average grade of 0.0627 ounce of gold per ton, and 1.52
ounces of silver per ton.

Current Mining operations have extracted approximately 80,000 tons of the Billie
the Kid reserve and placed it in a Mined ore stockpile at the process facility.
Based on production sampling to date, the average grade of this material is .06
opt Au. An additional 9,000 tons of stockpiled ore with an average grade of
0.068 had been mined by Plum Mining LLC prior to Goldspring's purchase. This ore
is currently being aglomerated and loaded on the heap leach pad and sprayed with
cyanide. December 2003 reserve balances are accurate and they will be adjusted
after first quarter results are complete. No processing of this ore has taken
place as of this date, therefore this material is still considered to be part of
the reserve and no depletion of the reserve is attributed to this.

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

The Gold Canyon and Spring Valley Gold Placer Properties contain 1,199,000
reported ounces of gold in 41,000,000 cubic yards of alluvial sand and gravel,
representing gross in-ground value of $480 million.. The properties consist of
21 unpatented placer mining claims covering approximately 850 acres located 30
miles south east of Reno and 7 miles east of Carson City, Nevada. The claim
groups lie immediately south of the famous Comstock Lode, which is considered
the source of the placer values in the immediate area. Several lode mines are
located at higher elevations in close proximity to the Spring Valley properties
and practically all of the eroded material from these veins would be deposited
on the Company's claim group. Exploration work completed on these claim groups
has been carried out under the supervision of experienced and knowledgeable
mining consultants thoroughly familiar with the gold mineralization of the
Carson City area". Notices have been filed with the BLM to begin initial
processing on these projects.

Geology
-------

All placers begin with the weathering and disintegration of lodes or rocks
containing one or more heavy, resistant metals such as gold, platinum,
magnetite, garnet, zircon, etc. It is generally accepted that the placer gravels
composing the alluvial fan at the mouth of Gold Canyon were eroded from the
southern portion of the Comstock Lode, which includes the Gold Hill and Silver
City areas. The precious metals originated in brecciated quartz veins containing
native gold and silver sulphide. The bulk of the placer material consists of
angular and subangular fan gravels, the greatest portion of which was deposited
by surges of runoff water. There is strong evidence that the alluvial fan is
interlaced with multiple stream channels which would represent the greatest
potential for concentrations of higher grade placer gravels. The Spring Valley
placer area was formed largely by alluvial deposition or transitional creep and
represents the product of local erosion of surface materials. Several lode mines
are located in the immediate vicinity at higher elevations.

Spring Valley
-------------

The Spring Valley gold placer property consists of 15 contiguous unpatented
placer claims covering approximately 450 acres in Lyon County in northwestern
Nevada.

The operation will be similar to a sand and gravel operation with a simple
gravity gold recovery circuit attached. The in-ground value of the reported gold
reserves (336,000 oz.) at $400/oz. is $134 million. In addition, there are
approximately 3,000,000 tons of ore dumps and tailings from previous operations
which lie on top of the claims that would be suitable for recovery through a
highly efficient, fully self-contained process.

Gold Canyon
-----------

Immediately east of the Spring Valley property lies the Gold Canyon claim group
consisting of 6 unpatented placer claims covering approximately 400 acres in
Lyon County, Nevada. An integrated exploration program, including magnetic and
seismic surveys, reverse circulation drilling and sampling has



                                                                              14
<PAGE>


indicated in excess of 29 million cubic yards grading 0.032 ounces of gold per
cubic yard. The in-ground value of the reported gold reserves (863,931 oz.) at
$400/oz. is $346 million.

MINED COPPER

THE "BIG MIKE" COPPER PROJECT

The "Big Mike" Copper Ore Project is located approximately 32 miles south of
Winnemuca in Pershing County Nevada. Access to this site is via Grass Valley
Road, a county maintained paved and gravel road, for 30 miles and then 2 miles
on a BLM gravel road. The property is situated in Sections 22 and 23 of Township
31 North and range 39 East, Mount Diablo Meridian, at an elevation of 5,000 to
5,500 feet. The project consists of 17 unpatented lode mining claims and 1
placer mining claim covering a total of 310 acres. Water rights sufficient for a
vat leaching or heap leaching operation were included with the acquisition of
this property. The project has 25,000,000 pounds of reported copper, already
mined. The value of the contained copper at recent prices exceeding $1.30/pound
is $32.50 million.

MINERAL RESERVE SUMMARY

Current in-ground reported reserves total $596 million: Gold: $540 Million (1.35
Million oz.), Silver: $24 Million (3.7 Million oz.), and Copper: $32 Million (25
Million lbs.) The Company intends to increase In-Ground Reserves to over 3
million ounces of gold in 2004 through acquisitions and exploration of existing
properties. Exploration opportunities exist on the Company's properties
including a Bonanza potential discovery of 1 to 3 million additional ounces of
gold. GoldSpring is committed to creating a high-quality portfolio of gold and
other precious metals producing assets to achieve substantial, long-term growth
and cash flow.

ITEM 3.  LEGAL PROCEEDINGS.

The Company is not a party to any pending or threatened litigation and, to its
knowledge, no action, suit or proceedings has been threatened against its
officers or its directors.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, by GoldSpring during the year ended
December 31, 2003.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

PRICE RANGE OF COMMON SHARES

The Common Shares of GoldSpring are listed on the NASD Over-the-Counter Bulletin
Board under the symbol GSPG. The Company has applied to have its common stock
listed on the American Stock Exchange. The following table summarizes trading in
the Company's common stock, as provided by quotations published by the OTC
Bulletin Board for the periods as indicated. The quotations reflect inter-dealer
prices without retail mark-up, markdown or commission, and may not represent
actual transactions.



                                                                              15
<PAGE>


Quarter Ended                     High Bid          Low Bid
-------------                     --------          -------
March 31, 2002                      1.30             0.03
June 30, 2002                       0.65             0.20
September 30, 2002                  0.17             0.01
December 31, 2002                   0.05             0.02
March 31, 2003                      0.06             0.05
June 30, 2003                       0.16             0.01
September 30, 2003                  0.49             0.05
December 31, 2003                   0.84             0.27

As of December 31, 2003, there were over 2,000 holders of record of the
Company's common stock, That does not include the number of beneficial holders
whose stock is held in the name of broker-dealers or banks.

DIVIDENDS

The Company has never paid dividends. While any future dividends will be
determined by the directors of the Company after consideration of the earnings,
financial condition and other relevant factors, it is currently expected that
available cash resources will be utilized in connection with the ongoing
acquisition, exploration and development programs of the Company.

Item 6: MANAGEMENT DISCUSSION AND PLAN OF OPERATIONS

Overview

GoldSpring is a production-focused mining company whose goal is to become the
fastest growing and most profitable mining company operating in the US. Our
initial operations are centered in the Comstock Lode in northern Nevada, located
about 30 miles south and east of Reno. Expansion is planned in other mining
districts in Nevada, the California Mother Lode and Mexico.

The Comstock Lode contains 33 discovered Bonanza Grade deposits. Average Bonanza
grades are in excess of 2.3 ounces of gold per ton and 43 ounces of silver per
ton. Documented bullion production, as of 1882, was 10,785,000 ounces of gold
and 204,728,000 ounces of silver according to the USGS. Mills on the Comstock
operating at 65 - 70% recovery, processed 14.4 million ounces of gold and 273
million ounces of silver. There are still significant unexplored and unexploited
mineral deposits in the Comstock.

GoldSpring's business model targets mining projects that have proven in-ground
reserves, advanced permitting, and solid exploration potential. Rather than
competing with major mining companies, we seek to acquire smaller, proven
projects from these large companies where available.

GoldSpring's current in ground Reserves at market values total approximately
$596 million: 1.35 million ounces of gold
              3.7 million ounces of silver
              25 million pounds of copper already mined and above ground.

Founded in March of 2003, GoldSpring successfully raised in excess of $2 million
in Equity, has completed two acquisitions, and has commenced gold and silver
production within its first year. Operations are forecast to be profitable in Q1
2004 from Plum Mining LLC's Billie the Kid open pit gold and silver project. The
Company also has three additional acquisition targets under Letter of Intent.

Production scheduled for 2004, absent any additional capital, is forecast to be
in the 40 to 60 thousand ounces of gold and 250,000 ounces of silver range for
operating revenue of around $20 million. Metals production will increase
substantially with the planned $10 million capital infusion to over 200,000
ounces of gold, 650,000 ounces of silver and 6 million pounds of copper for
operating revenue in excess of $70 million on an annualized basis.



                                                                              16
<PAGE>


In 2004 the Company successfully raised $500,000 through an equity private
placement, offered to enable existing shareholders. In addition, the Company
closed a $10 million institutional equity private placement. The following sets
for the use of proceeds from this private placement.

         $3 million to accelerate the ramp up of production of existing reserves
         including the Big Mike Copper Project.

         $3 million to acquire and bring into production projects currently
         under Letter of Intent.

         $2 million for additional acquisitions or targeted exploration.

         $2.5 million for Working Capital.

One major corporate objective for 2004 is to grow the in ground gold reserves to
3 million ounces.

2004 OUTLOOK FOR CURRENT OPERATIONS

The Billie The Kid Project:

At the end of October 2003, the Company purchased The Plum Mining Company, LLC
which, according to the recent Mineral Reserve Statement prepared by registered
engineering geologist Robert Carrington, contains "Total reserve inventory for
all classes reported on [of] 2,437,082 tons with an average grade of 0.0627
ounces of gold per ton and 1.52 ounces of silver per ton." He footnotes that
historical mining of 125,000 tons in 1993 from Lucerne pit showed the actual
grade of mined material placed on the heap leach for treatment to average 0.064
opt gold, 20% higher than the drill indicated grade of 0.05 opt gold. Actual
achieved recovery was 84.6% of the higher 0.064 opt gold head. He states in
another part of the report that GoldSpring is already seeing similar results for
the Billie the Kid project.

In addition to the $1,400,000 purchase price, which required $200,000 of cash,
over $850,000 of cash has been invested in 2003 and 2004 summarized as follows:
$145K for additional reclamation bond requirements; $500K in construction and
development of the operations infrastructure, including a fully constructed,
inspected and lined heap leach pad and pond facility and direct electrowinning
recovery system for the gold and silver; $41K/cash and $41K Restricted stock for
water rights; and $175,000 for mining and haulage costs associated with over
80,000 tons of stockpiled ore.

The Company's aggressive plans for Q4 '03 production would have been attainable
had the Leach pad and pond liner material been available on schedule as
contracted. The facility would have been finished by December 11 and able to be
overlined and loaded with ore for Q4 revenue. The weather window necessary for
detailed construction of the leach pad and ponds was lost and rather than
sending ore off the property at an excessive incremental cost, a decision was
made to stockpile the mined material for processing once the construction was
complete. While not received or reported in Q4, the revenue associated with the
stockpiled gold and silver ore mined in Q4 '03 is being generated in 2004.

This stockpiled ore is currently being loaded 24 hours/day onto the prepared
leach pad and mining is producing an average of 2000 tons per day to add to the
stockpile. Approximately 80,000 tons of ore should be on the pad and under leach
by end of Q1 2004. The metal contained in the 80,000 tons of ore, according to
assays, should be 5,040 ounces of gold and 32,000 ounces of silver. At the
previously experienced recovery rate of 84.5% for gold, this would amount to
4,284 ounces of gold worth $1,713,600 and at historical silver recovery rates in
the 33% range for 11,000 ounces worth $72,400 for a total of $1,786,000. Most of
the revenue related to this 80,000 tons of ore will be recognized in March and
April 2004 with EBITDA projected to be around 50%.




                                                                              17
<PAGE>


Note: % recovery from pregnant solution by direct electrowinning has tested
higher than historical results from Merrill Crowe recovery and at significantly
lower operating costs.

While the leach process typically can take several months for full recovery, the
first 30-45 days gets the largest percentage. Once gold and silver are released
into the cyanide solution from the leach process and collected in the pregnant
solution pond, the direct electrowinning circuit is fed solution continuously
(24hrs), and gold and silver is recovered by the plating process, removed from
the cells, melted into dore in an on-site kiln and shipped directly to the
refinery. During Q1'04 the electrowinning facility will be able to recover
adequate gold and silver to keep pace with leach rates. The results will be
discussed in detail in the 10-Q filing for Q1. In Q2 '04, additional
electrowinning recovery cells will be added to double daily recovery rates.

The Company is in the process of laying out a "Super-Pad", adjacent to pad #1 at
Plum, which will accommodate larger scale daily production and which should hold
over 1 million tons of ore under leach. When this pad is ready, both Billie The
Kid and Lucerne pits will be mined at the same time. This is referred to as "The
Billie The Kid Project" which contains 1.4 - 1.6 million tons of economic gold
and silver ore.

A recent discovery at Billie the Kid pit was that previously classified waste
material (grading .008), which contributed to the 1.7:1 stripping ratio, was
readily converted to valuable overliner material and ore (grade .06). Since
there is an ongoing requirement for the overliner material, especially for the
Super-Pad, the waste material will be screened, making overliner , some waste
rock (3"+) and valuable ore. The stripping ratio will be reduced to closer to
1:1 or lower. This will add substantial additional ounces of gold and silver to
the reserves and recovery numbers and enhance project economics appreciably.

GoldSpring Placer Mining Operations:

The Company's first  acquisition was the GoldSpring placer claims located on the
south end of the Comstock  near the  intersections  of Hwy 351 and Hwy 50, about
7.8 miles east of Carson  city,  NV. The 850 acres,  according to the Bourne and
Pelke  independent  engineering  reports,   contain  1,199,000  ounces  of  gold
contained in  41,000,000  cubic yards of gravel  averaging 35 feet deep from the
surface to bedrock.  Average  grade is from .027 -.033  ounces of gold per cubic
yard.  These  properties  are not  tailings  projects;  they are virgin sand and
gravels that have never been mined;  only  explored for gold  content.  Although
silver content has not been reported as a reserve figure,  assays show about 15%
silver  content,  as is typical in the Comstock  Lode.  The preferred  method of
recovery is by gravity  through washing with water. No crushing or chemicals are
used or required.  The Company owns a complete RMS Ross gravity plant, including
powerplant,  which will commence operation in second quarter 2004 at the rate of
200 tons per hour.  Three  additional  plants will be deployed  between 2004 and
2005,  which should  result in 100,000  ounces of gold to be recovered  annually
from the 4 plants.  2004 gold  production  from a single  plant  from the placer
claims should reach around 20,000 ounces.  Additional plants will be accelerated
from receipt of future finance proceeds.

Acquisitions:

There are three pending acquisitions under Letter of Intent which will add to
corporate profitability once concluded.


                                                                              18
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

                              FINANCIAL STATEMENTS

                                GOLDSPRING, INC.



                               Table of Contents


Report of Independent Certified Public Accountants ...................    F - 2
Consolidated Balance Sheet as of December 31, 2003....................    F - 3
Consolidated Statements of Operations
   for the years ended December 31, 2003 and 2002.....................    F - 4
Consolidated Statements of Changes in Stockholders' Equity
   for the year ended December 31, 2003 and 2002......................    F - 5
Consolidated Statements of Cash Flows
   for the year ended December 31, 2003 and 2002......................    F - 6
Notes to Consolidated Financial Statements............................ F - 7-27


<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the shareholders and board of directors
GoldSpring, Inc.:

We have audited the accompanying consolidated balance sheet of GoldSpring,  Inc.
f/k/a  Visator,  Inc. (a Nevada  corporation)  as of December 31, 2003,  and the
related consolidated  statements of operations,  changes in shareholders' equity
and  cash  flows  for  the  years  ended  December  31,  2003  and  2002.  These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe that our audits  provided a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of GoldSpring, Inc. as of December
31, 2003, and the results of their operations and their cash flows for the years
then ended in conformity with accounting  principles  generally  accepted in the
United States.


/s/ Jewett, Schwartz & Associates
---------------------------------
JEWETT, SCHWARTZ & ASSOCIATES

HOLLYWOOD, Florida,
March 12, 2004.

<PAGE>


                      GOLDSPRING, INC. F/K/A VISATOR, INC.

                           CONSOLIDATED BALANCE SHEET

                             AS OF DECEMBER 31, 2003


                                     ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                        $    364,138
  Other current assets                                                   48,291
  Inventory - Stockpile                                                  54,000
  Deferred tax benefit                                                  940,000
                                                                   ------------
    TOTAL CURRENT ASSETS                                              1,406,429
                                                                   ------------
PLANT, EQUIPMENT AND MINERAL PROPERTIES, NET
  Mineral Properties                                                  6,249,556
  Plant and equipment                                                   850,453
                                                                   ------------
    TOTAL PLANT, EQUIPMENT MINERAL PROPERTIES, NET                    7,100,009
                                                                   ------------
OTHER ASSETS:
  Reclamation deposit                                                   145,000
  Equipment purchase deposit                                            100,000
  Goodwill                                                            8,768,343
                                                                   ------------
    TOTAL ASSETS                                                   $ 17,519,781
                                                                   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts Payable                                                 $    108,950
  Accrued Expenses                                                       99,322
  Current portion of long-term debt - related party                     400,000
                                                                   ------------
    TOTAL CURRENT LIABILITIES                                           608,272

LONG-TERM DEBT - RELATED PARTY, NET OF CURRENT PORTION                  600,000
                                                                   ------------
    TOTAL LIABILITIES                                                 1,208,272
                                                                   ------------
STOCKHOLDERS' EQUITY
  Convertible redeemable preferred stock, $100 par
    value, 150,000 authorized, 46,500 issued and
    outstanding                                                       4,650,000
  Common stock, $.000666 par value, 500,000,000
    shares authorized, 172,627,149 shares issued and
    outstanding                                                         114,970
  Additional Paid-in Capital                                         15,251,558
  Accumulated deficit                                                (3,705,019)
                                                                   ------------
    TOTAL STOCKHOLDERS' EQUITY                                       16,311,509
                                                                   ------------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $ 17,519,781
                                                                   ============


The accompanying notes are an integral part of these statements.

                                      F-3

<PAGE>


                      GOLDSPRING, INC. F/K/A VISATOR, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                        FOR THE YEARS ENDED DECEMBER 31,


                                                       2003             2002
                                                   -----------      -----------
SALES AND OTHER INCOME
  Sales                                            $        --      $     1,157
  Interest                                               1,891               --
                                                   -----------      -----------
                                                         1,891            1,157
COSTS AND EXPENSES
  Costs applicable to sales                                 --               --
  Depreciation, depletion and amortization               1,118           13,264
  General and administrative                           387,557           57,177
  Consulting (see note M)                            4,258,235               --
  Research and development                                  --            9,645
                                                   -----------      -----------
                                                     4,646,910           80,086
                                                   -----------      -----------

LOSS BEFORE INCOME TAX BENEFIT                      (4,645,019)         (78,929)

INCOME TAX BENEFIT                                     940,000               --
                                                   -----------      -----------

NET LOSS                                           $(3,705,019)     $   (78,929)
                                                   ===========      ===========

Net loss per common share, basic and diluted       $    (0.027)     $    (0.003)
                                                   ===========      ===========





The accompanying notes are an integral part of these statements.

                                      F-4


<PAGE>

                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                             Convertible Redeemable
                                                 Preferred Stock                         Common Stock
                                           150,000 shares authorized              500,000 shares authorized
                                          --------------------------    --------------------------------------------       Common
                                                          Per Value                       Par Value                        Stock
                                            Shares           $100          Shares          $.000666        Stock       Subscriptions
                                            Issued        per share        Issued         per share      Subscribed      Receivable
                                          ----------    ------------    ------------    ------------    ------------    -----------
<S>                                       <C>           <C>              <C>            <C>             <C>             <C>
BALANCE - DECEMBER 31, 2001               $       --    $         --       2,207,450    $      1,472    $         --    $        --
  Eleven for one forward stock split                                      22,074,500          14,702
  Shares issued in exchange for
    consulting services                                                      726,932             484
  Twenty-five to one reverse stock split                                 (24,008,527)        (15,990)
  Shares issued in exchange for
    consulting services                                                   18,500,000          12,321
  Shares issued and reacquired as
    treasury stock                                                        79,500,000          52,947          52,947        (52,947)
  Shares surrendered to treasury and
    retired                                                              (16,500,000)        (10,989)
  Shares issuable for cancellation of
    Stockholder debt                                                       1,198,726             798
  Net loss for the period January 1, 2002
    Through December 31, 2002
                                          ----------    ------------    ------------    ------------    ------------    -----------
BALANCE - DECEMBER 31, 2002               $       --    $         --      83,699,081    $     55,745    $     52,947    $   (52,947)
  Quasi-reorganization
  Retirement of common stock                                             (79,500,000)        (52,947)        (52,947)        52,947
  Common stock issued for acquisitions of
    plant, equipment and mining interests                                 91,523,149          60,954
  Common stock issued for consulting
    services                                                              24,289,000          16,176
  Common stock retired                                                       (11,735)             (8)             (8)
  Convertible Redeemable Preferred stock
    issued for mining claim                   46,500       4,650,000
  Issuance of common stock                                                37,000,000          24,642
  Stock dividend                                                          15,627,654          10,408
  Consulting fees incurred
  Net Loss
                                          ----------    ------------    ------------    ------------    ------------    -----------
BALANCE - DECEMBER 31, 2003               $   46,500    $  4,650,000     172,627,149    $    114,970    $         --    $        --
                                          ==========    ============    ============    ============    ============    ===========
</TABLE>


<TABLE>
<CAPTION>
                                              Treasury
                                               Stock         Additional    Treasury                       Deferred
                                           Subscriptions      Paid-In       Stock        Accumulated     Consulting
                                              Payable         Capital     (at cost)        Deficit          Fees            Total
                                           ------------    ------------   ---------    ------------    ------------    ------------
<S>                                        <C>             <C>            <C>          <C>             <C>             <C>
BALANCE - DECEMBER 31, 2001                $         --    $    317,428   $      --    $   (491,844)   $         --    $   (172,944)
  Eleven for one forward stock split                            (14,702)                                                         --
  Shares issued in exchange for
    consulting services                                          22,794                                     (23,278)             --
  Twenty-five to one reverse stock split                         15,990                                                          --
  Shares issued in exchange for
    consulting services                                      18,672,679                                 (18,685,000)             --
  Shares issued and reacquired as
    treasury stock                               20,000         (52,947)     (20,000)                                            --
  Shares surrendered to treasury and
    retired                                                 (16,654,011)                                 16,665,000              --
  Shares issuable for cancellation of
    Stockholder debt                                            203,196                                                     203,994
  Net loss for the period January 1, 2002
    Through December 31, 2002                                                               (78,929)                        (78,929)
                                           ------------    ------------   ---------    ------------    ------------    ------------
BALANCE - DECEMBER 31, 2002                $     20,000    $  2,510,427   $ (20,000)   $   (570,773)   $ (2,043,278)   $    (47,879)
  Quasi-reorganization                                         (570,773)                    570,773                              --
  Retirement of common stock                    (20,000)         52,947       20,000                                             --
  Common stock issued for acquisitions of
    plant, equipment and mining interests                     9,280,045                                                   9,340,999
  Common stock issued for consulting
    services                                                  2,103,954                                                   2,120,130
  Common stock retired
  Convertible Redeemable Preferred stock
    issued for mining claim                                                                                               4,650,000
  Issuance of common stock                                    1,885,366                                                   1,910,008
  Stock dividend                                                (10,408)                                                         --
  Consulting fees incurred                                                                                2,043,278       2,043,278
  Net Loss                                                                               (3,705,019)                     (3,705,019)
                                           ------------    ------------   ---------    ------------    ------------    ------------
BALANCE - DECEMBER 31, 2003                $         --    $ 15,251,558   $      --    $ (3,705,019)             --    $ 16,311,509
                                           ============    ============   =========    ============    ============    ============
</TABLE>


The accompanying notes are an integral part of these statements.

                                       F-5

<PAGE>


                      GOLDSPRING, INC. F/K/A VISATOR, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the years ending December 31,

<TABLE>
<CAPTION>
                                                                               2003           2002
                                                                           -----------    -----------
<S>                                                                        <C>            <C>
Cash flows from operating activities
Net loss                                                                   $(3,705,019)   $   (78,929)

Adjustments to reconcile net loss to net cash
  used in operating activities:
    Depreciation                                                                 1,118         13,264
    Deferred tax benefit                                                      (940,000)
    Consulting services provided in exchange for common stock                4,138,408
      (Increase) Decrease in:
        Other Current Assets                                                  (148,291)        25,000
      Increase (Decrease) in:
        Accounts payable                                                       108,951         11,924
        Accrued expenses                                                        50,000             --
                                                                           -----------    -----------
                                                                             3,210,186         50,188
                                                                           -----------    -----------
      Net cash used in operating activities                                   (494,833)       (28,741)
                                                                           -----------    -----------
Cash flows from investing activities:
  Reclamation bond deposit                                                    (145,000)            --
  Acquisitions of plant, equipment and mineral properties                   (1,906,355)            --
                                                                           -----------    -----------
      Net cash used in investing activities                                 (2,051,355)            --
                                                                           -----------    -----------
Cash flows from financing activities:
  Proceeds from the issuance of common stock                                 1,910,008             --
  Proceeds from the issuance of note payable to a related party              1,000,000             --
  Proceeds from the issuance of notes payable to related parties                    --         31,629
  Security deposits forfeited                                                       --          4,355
                                                                           -----------    -----------
    Net cash flows provided by financing activities                          2,910,008         35,984
                                                                           -----------    -----------
      Net increase in cash                                                     363,820          7,243

        Cash at beginning of year                                                  318         (6,925)
                                                                           -----------    -----------
        Cash at end of year                                                $   364,138    $       318
                                                                           ===========    ===========

Supplemental disclosures of non-cash investing and financing activities:
------------------------------------------------------------------------

  Issuance of common stock for the acquisitions of Goldspring, LLC
  and Ecovat, LLC                                                          $ 9,000,000    $        --
                                                                           ===========    ===========
  Issuance of preferred stock for the acquisition of the Goldspring
  mining claims                                                            $ 4,650,000    $        --
                                                                           ===========    ===========
  Issuance of common stock for the acquisition of water rights             $    41,000    $        --
                                                                           ===========    ===========
  Issuance of common stock for the acquisition of Plum Mining, LLC         $   200,000    $        --
                                                                           ===========    ===========
  Issuance of common stock for an equipment deposit                        $   100,000    $        --
                                                                           ===========    ===========
</TABLE>


The accompanying notes are an integral part of these statements.

                                       F-6

<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                      NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summarized  below are the significant  accounting  policies of Goldspring,  Inc.
(f/k/a 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 also  changed its capital
structure as disclosed in Note H to these financial statements.

The Company,  prior to and for part of the current  year,  met the criteria of a
Development   Stage  Enterprise  and  presented  its  financial   statements  in
accordance with Statements of Financial  Accounting Standards ("SFAS") Number 7,
Accounting and Reporting by Development Stage Enterprises.  However,  during the
current year and pursuing the termination of the agreement with Web Intelligence
Technology APS and ARN Invest APS., as more fully described below, management of
the  Company,  in the best  interest  of the  shareholders  determined  that the
Company  should pursue other  opportunities  and no longer engage in development
activities.  At December  31, 2002 the Company was no longer in the  development
stage.

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  agreed to  terminate  and deem  null and void the  Stock  Purchase
Agreement and Share Exchange.  Pursuant to this  agreement,  ARN Invest returned
the 79,500,000  shares of stock in  consideration  for the payment of $20,000 by
the Company to Web Intelligence.  The Company's Management,  upon termination of
this agreement,  determined that it was in the best interest of the shareholders
to seek other business opportunities for the Company. This topic is discussed in
more detail below.  The financial  statements are being  presented as though the
termination took place in 2002.



                                     -F-7-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Concurrent with the  aforementioned  termination  agreement,  management entered
into a purchase  agreement with Ecovery,  Inc.  ("Seller") to acquire GoldSpring
LLC and Ecovat Copper Nevada LLC. These two enterprisesma deup substantially all
of the assets used by Ecovery in conducting its mining  business in Nevada.  The
assets  included,  but were not limited to, the  Seller's  accounts  receivable,
corporate name, trade name,  trademarks and logos,  mining tenements and any and
all mining claims.

On March 20,  2003,  pursuant  to the Plan of  Reorganization  by  Exchange  the
Company changed its name to GoldSpring, Inc.

On June 12, 2003,  as outlined in the Plan and  Agreement of  Reorganization  by
exchange by Goldspring,  Inc., the Company  purchased  substantially  all of the
assets of Ecovery,  Inc. for a total of 90,000,000  restricted  common shares of
the Company,  46,500 newly authorized $100.00 Preferred Convertible,  Redeemable
shares in full  satisfaction  of $4,650,000 of production  payments due from the
operation of the mining claims and $100,000. The total transaction was valued at
$13.75 million and of this $4,750,000 was the  consideration  for the Goldspring
LLC placer mining claims.  The Plan and Agreement of  Reorganization by Exchange
agreement was entered into on March 20, 2003, with an effectuation date of March
11,  2003  and  all of the  requirements  and  conditions  of the  closing  were
satisfied as of June 12, 2003.  In accordance with the agreement, the Company in
March 2003 cancelled the previously issued  79,500,000  restricted common shares
and reissued 90,000,000 restricted common shares to Ecovery shareholders.

On November 4, 2003, the Company acquired Plum Mining LLC for $1.4 million.  The
purchase price consisted of a $200,000 cash payment,  594,177  restricted common
shares valued at $200,000 and $1,000,000 non interest  bearing  promissory  note
due in equal quarterly  installments  commencing  January 2004 through June 2006
(See Note G).

Principals of Consolidation:
---------------------------

The consolidated  financial  statements  include the accounts of the Corporation
and its wholly owned subsidiaries.  All material  intercompany  transactions and
balances have been eliminated in consolidation.

Cash and Cash Equivalents
-------------------------

The Company considers all highly liquid debt securities  purchased with original
or  remaining  maturities  of three months or less to be cash  equivalents.  The
carrying value of cash equivalents approximates fair value.



                                     -F-8-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Fair Value of Financial Instruments
-----------------------------------

The carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses  approximate fair market value because of the short
maturity of those instruments.  Furthermore,  Notes Payable amounts  approximate
the fair value.

Credit Risk
-----------

It is the Company's practice to place its cash equivalents in high quality money
market  securities with one major banking  institution.  Certain amounts of such
funds are not insured by the Federal Deposit Insurance Corporation. However, the
Company  considers its credit risk associated with cash and cash  equivalents to
be minimal.

Inventories
-----------

In general,  costs that are  incurred in or benefit the  productive  process are
inventoried.  Inventories  are  carried  at the lower or cost or net  realizable
value.  The current  portion of inventories is determined  based on the expected
amounts to be processed within the next twelve months.  Inventories not expected
to be processed within the next twelve months are classified as long-term.

The major classifications of inventory are as follows:

Stockpiles:

Stockpiles  represent  coarse ore that has been  extracted  from the mine and is
available for further  processing.  Stockpiles  are measured by  estimating  the
number of tons  (via  truck  counts  and/or  in-pit  surveys  of the ore  before
stockpiling)  added and  removed  from the  stockpile,  the number of  contained
ounces (based on assay data) and the recovery  percentage  (based on the process
for which the ore is  destined).  Stockpile  tonnages  are  verified by periodic
surveys. Stockpiles are valued based on mining costs incurred up to the point of
stockpiling  the  ore,  including   applicable   depreciation   depletion,   and
amortization relating to mining operations.  Value is added to a stockpile based
on the  current  mining  cost  per ton  and  removed  at the  average  cost  per
recoverable ounce of gold in the stockpile.




                                     -F-9-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Leach Pads

The recovery of gold from certain oxide ores is best  achieved  through the heap
leaching  process.  Under this  method,  ore is placed on leach pads where it is
permeated with a chemical  solution,  which  dissolves the gold contained in the
ore. The  resulting  "pregnant"  solution is further  processed in a leach plant
where the gold in-solution is recovered. For accounting purposes, value is added
to leach pads based on current mining costs,  including applicable  depreciation
depletion and amortization relating to mining operations.  Value is removed from
the leach pad as ounces are recovered in circuit at the leach plant based on the
average cost per recoverable ounce of gold on the leach pad.

The engineering  estimates of recoverable  gold on the leach pads are calculated
from the  quantities of ore placed on the pads (measured tons added to the leach
pads),  the grade of ore  placed on the leach pads  (based on assay  data) and a
recovery  percentage (based on the leach process and ore type). In general,  the
leach pad production  cycles project  recoveries of approximately  60% to 90% of
the placed  recoverable  ounces in the first six months of  leaching,  declining
each 6 month period thereafter until the leaching process is complete.

Although  the  quantities  of  recoverable  gold  placed on the  leach  pads are
reconciled  by comparing  the grades of ore placed on pads to the  quantities of
gold actually recovered  (metallurgical  balancing),  the nature of the leaching
process  inherently limits the ability to precisely monitor inventory levels. As
a result,  the metallurgical  balancing process is constantly  monitored and the
engineering  estimates  are  refined  based on actual  results  over  time.  The
ultimate  recovery  of gold  from a pad  will not be known  until  the  leaching
process is terminated.

The current portion of leach pad inventories is determined  based on engineering
estimates  of the  quantities  of gold at the  balance  sheet  date,  which  are
expected to be recovered during the next twelve months.

In-process

In-process  inventories represent materials that are currently in the process of
being converted to a saleable  product.  Conversion  processes vary depending on
the nature of the ore and the specific mining  operation,  but include mill in -
circuit,  leach  in-circuit,  floatation  and column cells,  and carbon  in-pulp
inventories. In-process material is measured based on assays of the material fed
to process and the projected  recoveries of the  respective  plants.  In-process
inventories  are  valued at the  average  cost of the  material  fed to  process
attributablet o the source material coming from the mine, stockpile or leach pad
plus the in-process conversion costs, including applicable depreciation relating
to the process facility, incurred to that point in the process.



                                     -F-10-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Finished goods

Finished goods inventories  represent saleable gold dore or gold bullion and are
valued at the average cost of the  respective  in-process  inventories  incurred
prior to the refining process, plus refining costs.

At December  31,  2003,  the  Company  had a stockpile  of 10,000 tons valued at
$54,000.

Impairment of Long Lived Assets and Long Lived Assets to be Disposed Of
-----------------------------------------------------------------------

In August  2001,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standards ("SFAS") No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" which supersedes both SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed  Of" and the  accounting  and  reporting  provisions  of  Accounting
Practice Bulletin ("APB") Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," for the disposal of
a segment of a business (as previously defined in that opinion).

This  statement  establishes  the accounting  model for long-lived  assets to be
disposed of by sale and applies to all long-lived assets, including discontinued
operations.  This statement  requires those long-lived assets be measured at the
lower of carrying  amount or fair value less cost to sell,  whether  reported in
continuing  operations  or  discontinued  operations.   Therefore,  discontinued
operations will no longer be measured at net realizable value or include amounts
for operating  losses that have not yet occurred.  The Company  adopted SFAS No.
144 in the fiscal year ending October 31, 2002.

SFAS No. 144 retains the fundamental  provisions of SFAS No. 121 for recognizing
and measuring  impairment  losses on long-lived  assets held for use and long-li
ved  assets  to be  disposed  of  by  sale,  while  also  resolving  significant
implementation issues associated with SFAS No. 121. The Company adopted SFAS No.
144 in its  evaluation of the fair value of certain  assets as described in Note
3.




                                     -F-11-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

INTANGIBLE  ASSETS --The Company  accounts for  intangible  assets in accordance
with SFAS 142. Generally, intangible assets with indefinite lives, and goodwill,
are no longer amortized; they are carried at lower of cost or market and subject
to annual impairment evaluation,  or interim impairment evaluation if an interim
triggering event occurs, using a new fair market value method. Intangible assets
with finite lives are amortized  over those lives,  with no stipulated  maximum,
and an impairment  test is performed only when a triggering  event occurs.  Such
assets are amortized on a straight-line  basis over the estimated useful life of
the asset.  Intangible  assets are reviewed for  impairment  whenever  events or
changes  in  circumstances   indicate  that  the  carrying  amount  may  not  be
recoverable. If the fair value is less than the carrying amount of the asset, an
impairment loss is then recognized.

Revenue Recognition
-------------------

Revenue is  recognized  in  accordance  with the U.S.  Securities  and  Exchange
Commission  Staff  Accounting  Bulletin No. 101, such that revenue is recognized
when the  price is  determinable  and upon  delivery  and  transfer  of title of
third-party refined gold or other metal to the customer.

Deferred Stripping Costs
------------------------

In  general,minin g costs are charged to Costs  applicable to sales as incurred.
However,  at open-pit mines,  which have diverse grades and waste-to-ore  ratios
over the mine life, the Company  defers and amortizes  certain mining costs on a
units-of-production  basis overth e life of the mine. These mining costs,  which
are commonly  referred to as "deferred  stripping" costs, are incurred in mining
activities  that are  normally  associated  with the removal of waste rock.  The
deferred  stripping  accounting  method  is  generally  accepted  in the  mining
industry where mining  operations have diverse grades and  waste-to-ore  ratios;
however industry  practice does vary.  Deferred  stripping  matches the costs of
production with the sale of such production at the Company's operations where it
is employed,  by assigning each ounce of gold with an equivalent amount of waste
removal cost. If the company were to expense stripping costs as incurred,  there
may be greater volatility in the Company's period-to-period operations.





                                     -F-12-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

At the Company's gold mining operations, deferred stripping costs are charged to
COSTS   APPLICABLE   TO  SALES  as  gold  is   produced   and  sold   using  the
units-of-production  method based on estimated  recoverable ounces of proven and
probable  gold  reserves,  using a stripping  ration  calculated as the ratio of
total tons to be moved to total proven and probable ore reserves,  and result in
the  recognition of the costs of waste removal  activities  over the life of the
mine as gold is  produced  and  sold.  The  application  of the  accounting  and
deferred  stripping  costs and  resulting  differences  in timing  between costs
deferred and  amortization  generally  results in an asset on the balance  sheet
(deferred  stripping  costs),  although a liability  will arise if  amortization
exceeds costs deferred.

At December 31, 2003 the Company has not incurred any deferred stripping costs.

STOCK  ISSUED FOR SERVICES -- The value of stock issued for services is based on
market value of the Company's  common stock at the date of issue or management's
estimate  of the  fair  value  of the  services  received,  whichever  is a more
reliably measurable.

RESEARCH AND DEVELOPMENT COSTS:  Generally accepted accounting  principles state
that costs that provide no discernible  future benefits,  or allocating costs on
the basis of association with revenues or among several  accounting periods that
serve no useful  purpose,  should be charged to expense in the period  occurred.
SFAS No. 2 "Accounting for Research and Development Costs" requires that certain
costs be charged to current operations  including,  but not limited to: salaries
and benefits;  contract labor;  consulting and professional fees;  depreciation;
repairs  and  maintenance  on  operational  assets  used  in the  production  of
prototypes;  testing and modifying product and service  capabilities and design;
and, other similar costs.

PROPERTY AND EQUIPMENT : Property and equipment are stated at cost. Depreciation
and  amortization  are  provided  in  amounts  sufficient  to relate the cost of
depreciable  assets to  operations  over their  estimated  service  lives.  When
applicable,  leasehold  improvements  and capital  leases are amortized over the
lives of respective leases, or the service lives of the improvements,  whichever
is less.

                                                              YEARS
                                                              -----
     Computer equipment, peripherals and software              2-3
     Office equipment                                          3-5
     Furniture and fixtures                                    5-7



                                     -F-13-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Expenditures for renewals and improvements that significantly  extend the useful
life of an asset are  capitalized.  The costs of software  used in the  business
operations  are  capitalized  and amortized  over their  expected  useful lives.
Expenditures  for  maintenance  and  repairs  are  charged  to  operations  when
incurred. When assets are sold or retired, the cost of the asset and the related
accumulated  depreciation  are removed from the accounts and any gain or loss is
recognized at such time.

The  straight-line  method  of  depreciation  is used  for  financial  reporting
purposes.

Mineral Properties
------------------

Acquisition  cost and  exploration  and  development  expenditures  incurred  on
non-producing mineral properties identified as having development potential, are
deferred until the viability of the property is determined.

Option  payments  received  are treated as a recovery  mineral  property  costs.
Option  payments  are at the  discretion  of the optionee  and  accordingly  are
accounted for on a cash basis or when receipt is reasonably assured.

Holding costs to maintain a property on a care and maintenance basis are expense
as incurred.

Management  reviews the  carrying  value of the  Corporation's  interest in each
property  on  a  quarterly  basis.  Where  information  and  conditions  suggest
impairment,  these properties are written down to net recoverable amount,  based
on  estimated  future  cash  flows.   Management's   estimates  of  gold  price,
recoverable  proven and probable  reserves,  operating  capital and  reclamation
costs are subject to risks and uncertainties affecting the recoverability of the
Corporation's investment in property,  plant and equipment.  Although management
has made its best estimate of these factors based on current  conditions,  it is
possible that changes could occur in the near term that could  adversely  affect
management's  estimate  of net cash  flows  expected  to be  generated  from its
operating properties and the need for possible asset impairment write-downs.

Where  estimates  of future net cash  flows are not  available  and where  other
conditions  suggest  impairment,  management  assesses if carrying  value can be
recovered.

Property  acquisition and development costs are carried at cost less accumulated
amortization and write-downs.  Amortization during production is provided on the
units-of production method based on proven and probable reserves.



                                     -F-14-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Provision for Future Reclamation and Closure Costs
--------------------------------------------------

Minimum standards for mine site reclamation and closure have been established by
various  government  agencies that affect certain operations of the Corporation.
The  Corporation  calculates  its estimates of  reclamation  liability  based on
current laws and  regulations  and the  expected  future costs to be incurred in
reclaiming,  restoring and closing its operating mine sites. It is possible that
the  Corporation's  estimate of its  reclamation,  site  restoration and closure
liability  could  change in the near term due to  possible  changes  in laws and
regulations and changes in cost estimates.

During mine production,  a provision for reclamation and mine closure is charged
to earnings over the mine life on a units-of-production basis.

Recent Authoritative Pronouncements
-----------------------------------

The FASB has recently  issued  several new accounting  pronouncements  which may
apply to the Company.

SFAS No. 144  "Accounting  for the Impairment or Disposal of Long-Lived  Assets"
supercedes SFAS No. 121 "Accounting for the Impairment of Long-Lived  Assets and
for  Long-Lived  Assets  to  be  Disposed  of".  Though  it  retains  the  basic
requirements  of SFAS 121 regarding when and how to measure an impairment  loss,
SFAS No. 144  provides  additional  implementation  guidance.  SFAS 144 excludes
goodwill and intangibles not being  amortized among other  exclusions.  SFAS No.
144 also supercedes the provisions of APB Opinion No. 30, "Reporting the Results
of Operations," pertaining to discontinued  operations.  Separate reporting of a
discontinued  operation  is  still  required,  but  SFAS  No.  144  expands  the
presentation  to  include a  component  of an  entity,  rather  than  strictly a
business segment as defined in SFAS No. 131,  "Disclosures  about Segments of an
Enterprise and Related  Information."  SFAS No. 144 also  eliminates the current
exemption  to  consolidation  when  control  over a  subsidiary  is likely to be
temporary.  This  statement is effective  for all fiscal years  beginning  after
December 15, 2001.  The adoption of SFAS No. 144 did not have a material  effect
on the Company's financial position, results of operations or liquidity.

SFAS No. 145,  "Rescission of FASB  Statements  No. 4, 44, and 64,  Amendment of
FASB  Statement  No. 13, and Technical  Corrections,"  updates,  clarifies,  and
simplifies  existing  accounting  pronouncements.  SFAS No. 145 rescinds SFAS 4,
which required all gains and losses from extinguishment of debt to be aggregated
and, if material, classified as an extraordinary item, net of related income tax
effect. As a result, the criteria in APB Opinion 30 will now be used to classify
those  gains  and  losses.  SFAS No.  64  amended  SFAS No.  4, and is no longer
necessary because SFAS No. 4 has been rescinded. SFAS



                                     -F-15-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

No. 44 was  issued to  establish  accounting  requirements  for the  effects  of
transition to the provisions of the motor Carrier Act of 1980.

SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that
have economic effects similar to sale-leaseback transactions is accounted for in
the same manner as  sale-leaseback  transactions.  This  amendment is consistent
with FASB's goal requiring  similar  accounting  treatment for transaction  that
have similar  economic  effects.  This  statement is effective  for fiscal years
beginning  after May 15,  2002.  The adoption of SFAS No. 145 is not expected to
have  a  material  impact  on  the  Company's  financial  position,  results  of
operations or liquidity.

Statement No. 146,  "Accounting for Exit or Disposal  Activities"  addresses the
recognition,  measurement,  and reporting of costs that are associated with exit
and  disposal  activities  that are  currently  accounted  for  pursuant  to the
guidelines set forth in Emerging Issues Task Force ("EITF") No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to exit an
Activity (including Certain Cost Incurred in a Restructuring),"  cost related to
terminating  a  contract  that  is  not a  capital  lease  and  onetime  benefit
arrangements received by employees who are involuntarily terminated - nullifying
the guidance under EITF No. 94-3.  Under SFAS No. 146, the cost  associated with
an exit or  disposal  activit  y is  recognized  in the  periods  in which it is
incurred  rather than at the date the Company  committed to the exit plan.  This
statement is effective for exit or disposal activities  initiated after December
31, 2002 with earlier  application  encouraged.  The adoption of SFAS No. 146 is
not  expected to have a material  impact on the  Company's  financial  position,
results of operations or liquidity.

SFAS  No.  148,   "Accounting  for  Stock-Based   Compensation--Transition   and
Disclosure",  amends SFAS No. 123, "Accounting for Stock-Based Compensation." In
response to a growing number of companies  announcing  plans to record  expenses
for the fair value of stock options,  SFAS No. 148 provides  alternative methods
of  transition  for a  voluntary  change  to the  fair  value  based  method  of
accounting for  stock-based  employee  compensation.  In addition,  SFAS No. 148
amends the disclosure requirements of SFAS No. 123 to require more prominent and
more  frequent   disclosures  in  financial  statements  about  the  effects  of
stock-based  compensation.  The Statement  also improves the timeliness of those
disclosures by requiring that this information be included in interim as well as
annual financial  statements.  In the past,  companies were required to make pro
forma disclosures only in annual financial  statements.  The transition guidance
and annual disclosure provisions of Statement 148 are effective for fiscal years
ending after December 15, 2002,  with earlier  application  permitted in certain
circumstances.  The interim  disclosure  provisions  are effective for financial
reports  containing  financial  statements for interim  periods  beginning after
December 15, 2002.



                                     -F-16-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

The Company adopted the disclosure provisions of SFAS No. 148 for the year ended
December 31, 2002,  but will continue to use the method under APB Opinion No. 25
in accounting  for stock options.  The adoption of the disclosure  provisions of
SFAS No. 148 did not have a material impact on the Company's financial position,
results of operations or liquidity.

In May 2003, the FASB issued Statement No. 150 "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". This Statement
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with  characteristics of both liabilities and equity. The
Statement requires that an issuer classify a financial instrument that is within
its  scope as a  liability  (or an asset in some  circumstances).  Many of those
instruments  were  previously  classified  as equity.  The Company is  currently
classifying  financial  instruments  within  the  scope  of  this  Statement  in
accordance  with this  Statement.  This  Statement  is effective  for  financial
instruments  entered  into or modified  after May 31,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003.  Management  does not  believe  that this  Statement  will have a material
impact on the Company's financial statements.

EARNINGS PER COMMON  SHARE:  In  calculating  earnings per common  share,  basic
earnings  per share is computed by dividing  net income  (loss) by the  weighted
average number of common shares  outstanding,  excluding the diluted  effects of
stock options. Currently, the Company has no stock options outstanding.

USE OF ESTIMATES: In preparing financial statements in conformity with generally
accepted  accounting  principles,  management is required to make  estimates and
assumptions  that affect the reported  amounts of assets and liabilities and the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and revenues and  expenditures  during the reported  periods.  Actual
results could differ materially from those estimates. Estimates may include, but
not be limited to, those  pertaining to the  estimated  useful lives of property
and equipment and software,  determining  the estimated net realizable  value of
receivables, and the realization of deferred tax assets.

STOCK-BASED COMPENSATION:  The Company will account for stock-based compensation
using the  intrinsic  vale method  prescribed  in  Accounting  Principles  Board
Opinion No. 25,  "Accounting for Stock Issued to Employees".  Compensation costs
for stock options, if any, are measured as the excess of the quoted market price
of the  Company's  stock at the date of grant over the amount the employee  must
pay to acquire the stock.  Restricted  stock is recorded as  compensation  costs
over the  requisite  vesting  periods  based on the market  value on the date of
grant.  Compensation  costs for shares issued under  performance share plans are
recorded based upon the current  market value of the Company's  stock at the end
of each period.



                                     -F-17-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued

Statement of Financial  Accounting  Standards ("SFAS") No. 123,  "Accounting for
Stock-Based  Compensation",  established accounting and disclosure  requirements
using  a  fair-value-based   method  of  accounting  for  stock-based   employee
compensation  plans.  The  Company is  electing to use APB Opinion No. 25 as its
method of accounting  and is adopting the  disclosure  requirements  of SFAS No.
123.

The fair  value of each  option  grant is to be  estimated  on the date of grant
using  the  Black-Scholes  option  pricing  model and  certain  weighted-average
assumptions. As of December 31, 2003 no options have been granted.

RISKS AND UNCERTAINTIES : Management regularly evaluates risks and uncertainties
and, when probable that a loss or expense will be incurred,  a charge to current
period operations is recorded.

INCOME TAXES: The Company  recognizes  deferred tax assets and liabilities based
on  differences  between  the  financial  reporting  and tax bases of assets and
liabilities  using  the  enacted  tax rates  and laws  that are  expected  to be
recovered.  The Company  provides a valuation  allowance for deferred tax assets
for which it does not consider realization of such assets to be more likely than
not.

NOTE B -OTHER CURRENT ASSETS

At December 31, 2003, other current assets include the following:

Other Current Assets:

   Prepaid Consulting                      25,000
   Acquistion Deposit                      10,000
   Prepaid Rent                             7,000
   Other                                    6,291
                                        ---------
                 Total                  $  48,291
                                        =========




                                     -F-18-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002



NOTE C -MINERAL PROPERTIES

                                                 DECEMBER 31, 2003
                                    --------------------------------------------
                                                     Accumulated
                                                    Amortization
                                                      and Write-
                                       Cost             downs             Net
                                    ----------      ------------      ----------
MINERAL PROPERTIES:
   Placer Gold Properties           $4,750,000       $       --       $4,750,000
   Big Mike Copper Mine                119,138               --          119,138
   Plum Gold Properties              1,290,418               --        1,290,418
   Water rights                         90,000               --           90,000
                                    ----------       ----------       ----------
                                    $6,249,556       $       --       $6,249,556
                                    ==========       ==========       ==========


                                                 DECEMBER 31, 2003
                                    --------------------------------------------
                                    Acquisition  Exploration/Permit
                                       Cost             Cost              Net
                                    ----------   ------------------   ----------
MINERAL PROPERTIES:
   Placer Gold Properties           $4,750,000       $       --       $4,750,000
   Big Mike Copper Mine                119,138               --          119,138
   Plum Gold Properties              1,290,418               --        1,290,418
   Water rights                         90,000               --           90,000
                                    ----------       ----------       ----------
                                    $6,249,556       $       --       $6,249,556
                                    ==========       ==========       ==========





                                     -F-19-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE C - MINERAL PROPERTIES - continued

Placer Gold Properties and Big Mike Copper Mine

In March 2003 the Company,  pursuant to a Plan and Agreement of  Reorganization,
acquired  GoldSpring LLC (the Placer Gold  Properties)  and Ecovat Copper Nevada
LLC (the Big Mike Copper Mine) for $13.75 million. Total consideration allocated
for the Placer Gold mineral  properties  and Big Mike Copper Mine was $4,750,000
consisting of 46,500 shares of $100 preferred convertible/redeemable shares plus
$100,000 in cash and $119,138 respectively.

The Company will pay a 2% net smelter  royalty for gold production at the Placer
Gold  Properties  once the maximum  production  obligation  of $4,650,000 to the
shareholder of the Preferred stock have been satisfied.

Plum Gold Properties

The Plum Gold  Properties was acquired as part of the acquisition of Plum Mining
Company,  LLC in November of 2003, for a total of $1,400,000 that consisted of a
cash payment of $200,000,  549,177  restricted  common shares valued at $200,000
and a promissory note payable for $1,000,000. (See Note G)

Upon  commencement  of production at the Billie the Kid and Lucerne  properties,
the Company  shall pay a royalty to the lessor  totaling the greater of $500 per
month or a percentage of the Net Smelter Returns (The percentage varies based on
the price of gold - 3% if gold is less than $400 per ounce, 4% if gold is in the
$400's per ounce and 5% if gold is $500 or greater per ounce).

NOTE D - PLANT AND EQUIPMENT

At December 31, plant and equipment consists of the following:

                                       Accumulated
                                       Depreciation
                                           and
                           Cost        Write-Downs          Net
                         --------      -------------     --------
  Gold Properties        $845,953        $     --        $845,953
  Corporate                 4,500              --           4,500
                         --------        --------        --------
                         $850,453        $     --        $850,453
                         ========        ========        ========



                                     -F-20-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE E - INTANGIBLE ASSETS

In March 2003, the Company acquired GoldSpring LLC and Ecovat Copper Nevada from
a private  corporation  and a private  limited  liability  company,  for  $13.75
million.  The purchase price  consisted of 90 million  restricted  common shares
valued at $9 million issued to the shareholders of this corporation, 46,500 $100
par value  convertible  preferred  shares  issued to the previous  seller of the
assets and $100,000  cash.  The Goodwill  arising  from this  transaction  is as
follows:

GOODWILL                            $ 8,768,343

Accumulated amortization                     --
                                    -----------
                                    $ 8,768,343
                                    ===========

At December  31, 2003 the company  does not have  intangible  assets  subject to
amortization.

NOTE F - ACCRUED RECLAMATION AND CLOSURE COSTS

The Nevada  Revised  Statutes  and  regulations  promulgated  there under by the
Nevada State Environmental  Commission and Division of Environmental  Protection
requires  surety to be posted for mining  projects  to assure the  Company  will
leave  the  site  safe,  stable,  and  capable  of  providing  for a  productive
post-mining land use.  Pursuant to the approved  Reclamation Plan for Billie the
Kid, the Company  posted a surety in the amount of $321,000,  of which  $145,000
came in the form of a cash  deposit and the  balance  was secured  from a surety
agent.

At December  31, 2003 the  Company has not accrued any  reclamation  and closure
costs.

NOTE G - NOTE PAYABLE - RELATED PARTY

shareholder of the Company;  payble in ten
quarterly payments of $100,000 through June
2006.                                              $ 1,000,000

Less current portion                                  (400,000)
                                                   -----------
                                                   $   600,000
                                                   ===========



                                     -F-21-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE H - STOCKHOLDERS' EQUITY

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.

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.

During  December  2002,  the Company  entered  into  consulting  agreements  for
investor relation 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.  Concurrent  with the
termination agreement previously described in Note A, 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)aggregatin g $16,665,000 that also was recorded as a reduction to
deferred consulting fees and additional paid-in capital. The consulting services
were realized during 2003.

In March  2003,  the  Company  amended its  articles  of  incorporation  thereby
increasing the authorized number of common shares to 500,000,000.

In March 2003, prior to the Plan and Agreement of  Reorganization by exchange by
Goldspring,  Inc., 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.  Such consulting services were expensed during
2003.

In August 2003,  the Company  issued 89,000 shares of its common stock valued at
$.17 per share, with an aggregate price of $15,130 for consulting services.



                                     -F-22-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE H - STOCKHOLDERS' EQUITY -continued

In August 2003, the Company issued  2,000,000  shares of its common stock valued
at $.125 per share,  with an aggregate  price of $250,000.  200,000  shares were
issued for  geological  services  and 800,000  shares were issued for deposit on
equipment to be purchased and 1,000,000  shares were issued for cash proceeds of
$125,000.

In September  2003, the Company issued  36,000,000  shares its common stock at a
price of $.0496 per share, for an aggregate offering of $1,785,008.

Preferred Stock
---------------

In July 2003 the Company  issued 46,500 shares of  convertible  preferred  stock
valued at $100.00 per share,  for an aggregate  amount of $4,650,000 in exchange
for the Spring Valley and Gold Canyon placer gold claims.

The preferred stock is redeemable at face value ($100) plus a 3% coupon, both to
be paid from 20% of the net operating proceeds from production  revenues derived
from gold,  silver,  copper and sand and gravel sales from the Spring  Valley or
Gold Canyon placer gold claims.  Redemption shall commence on the earlier of the
6th month anniversary of issuance, provided production has commenced and revenue
is available for distribution,  or 3 months after the commencement of production
and shall be payable quarter in arrears.

The preferred shares are convertible  after the first  anniversary of issue at a
price  determined by average  market value for the 30 days prior to  conversion,
less 15%.  Conversion is further limited to a maximum of 2 quarterly  redemption
payments  at a time with 30 days prior  notice in  advance  of the next  payment
date, unless otherwise mutually agreed in writing.  Upon conversion shares shall
be restricted per section 144.

Quasi reorganization
--------------------

As of June 30, 2003, the Company had disposed of all of its operating assets and
was in the process of settling all of its outstanding  liabilities and seeking a
merger partner.  Accordingly,  the Company has changed its business  focus.  The
Board   of    Directors    elected   to   restate   the    balance    sheet   as
a"quasi-reorganization".  In a  quasi-reorganization,  the  deficit in  retained
earnings is eliminated by charging  paid-in capital.  In effect,  this gives the
balance sheet a  "fresh-start".  Beginning July 1, 2003 and continuing  forward,
the Company  will be  crediting  net income and  charging net losses to retained
earnings.



                                     -F-23-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


NOTE H - STOCKHOLDERS' EQUITY -continued

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.  At
December 31, 2002,  these shares were recorded in stockholders  equity as shares
issued at an aggregate amount of $203,897.

Stock dividend
--------------

In September 2003, the Board of Directors  approved a 10 for 11 forward split of
the  Company's  outstanding  common  stock.  At  the  time  of the  stock  split
outstanding  common shares  totaling  156,276,346  was exchanged for 171,904,000
common shares.

NOTE I - STOCK BASED COMPENSATION

The Company will account for stock-based  compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees",  under which no compensation  cost for stock options
is recognized for stock option awards granted at or above fair market value.  If
the  compensation   expense  for  the  Company's  three  stock-based  plans  are
determined  based upon fair  values at the grant  dates for awards  under  these
plans  in   accordance   with  SFAS  No.  123,   "Accounting   for   Stock-Based
Compensation",  the  Company's  net earnings and with earnings per share will be
reduced to pro forma amounts to be disclosed in the financial statements for the
applicable periods.

As of December  31,  2003,  the  Company  has not  granted any stock  options or
rights.

NOTE J- EARNINGS (LOSS) PER SHARE OF COMMON STOCK

Statement  of  Financial  Accounting  Standards  No 128,  "Earnings  Per Share,"
requires two  presentations of earnings (loss) per share -"basic" and "diluted."
Basic  earnings  per share is computed by dividing  income  available  to common
stockholders  (the  numerator) by the  weighted-average  number of common shares
(the denominator) for the period. The computation of diluted earnings (loss) per
share is similar to basic  earning  per share,  except that the  denominator  is
increased to include the number of additional common sharest hat would have been
outstanding  if the  potentially  dilutive  common  shares had been issued.  The
numerator in calculating  both basic and diluted  earnings  (loss) per share for
each period is the reported net income (loss).  The  denominator is based on the
following  weighted-average  number of common shares outstanding for each of the
respective periods:



                                     -F-24-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002



                  December 31, 2003         December 30, 2002
                  -----------------         -----------------
                     135,131,484                 4,228,181
                     ===========                 =========

A difference  between  basic and diluted  weighted-average  common shares arises
from the  assumption  that  dilutive  stock  options  outstanding,  if any,  are
exercised.  Stock options and warrants are not included in the diluted  earnings
(loss) per share calculation when the exercise price is greater than the average
market price. The Company did not have any stock options or warrants outstanding
as of December 31, 2003.

NOTE K -I NCOME TAXES

The Company  did not provide any current or deferred US federal or state  income
tax provision or benefit through the year ended December 31, 2002 because it has
experienced  operating losses since  inception.  The Company has provided a full
valuation  allowance on the deferred  tax asset,  consisting  primarily of a net
operating loss, because of the uncertainty  regarding its realizability  through
December 31, 2002.

At  December  31,  2002 the Company had a net  operating  loss  carryforward  of
approximately  $570,000; this amount has been reclassified to additional paid-in
capital under the  quasi-reorganization  previously  described.  At December 31,
2003  the  Company  had  a  net  operating  loss  of  approximately  $4,700,000.
Utilization of this net operating loss, which begins to expire in year 2023, may
be subject to certain limitations under section 382 of the Internal Revenue Code
of 1986,  as amended,  and other  limitations  under state tax laws.  Due to the
change in the nature of the  Company's  operations  and the expected  likelihood
that the net operating loss carryforward may be utilized, management has elected
to  recognize  a  deferred  tax  benefit  of  $1,880,000  offset by a  valuation
allowance of $940,000.

The  components  of the income tax benefit for the year ended  December 31, 2003
were as follows:

Current                  $       --
Deferred:
  Federal                   940,000
  State                          --
                         ----------
                         $  940,000
                         ==========



                                     -F-25-
<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002


Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
the  Company's  deferred  tax assets at December 31, 2003 are  approximately  as
follows:

                                                              2003
                                                         ------------
  Net operating loss carryforward                        $  1,880,000
  Valuation allowance for deferred tax assets.               (940,000)
                                                         ------------
    Net deferred tax assets                              $    940,000
                                                         ============

NOTE L - SUBSEQUENT EVENTS

On February 10, 2004, the Company  announced a Restricted  Private Placement for
accredited private investors for a maximum of $500,000 (66 2/3 units).  Units of
$7,500 consisting of 10,000 shares of the Company's restricted common stock, par
value  $.000666 and 5,000 warrants  exercisable at $1.00 for a one-year  period.
The Company  has the right to redeem the  restricted  shares from the  investors
within  120 days of the  purchase  of the  shares at the same  price paid by the
investor  and the  investor  will retain the  warrants.  The  warrants/converted
shares  shall have  registration  rights  commencing  180 days after the date of
issuance.  The  restricted  shares shall remain  restricted  for one year if not
redeemed. This Offering shall remainedopen for 10 business d ays on a first come
basis.

On March 12, 2004, the Company raised a total of $10 million in a private
placement to institutional and accredited investors through the issuance of
21,739,130 shares of unregistered common stock. The investors will also receive
Series A warrants to purchase 50% additional shares of common stock, at an
exercise price of $0.86 per share and Series B warrants, providing investors the
opportunity to invest an additional $5 million at an exercise price of $.46 per
share.

                                     -F-26-
<PAGE>

NOTE M - CONSULTING FEES

Consulting Fees provided in Exchange
for Common Stock                                         $  4,138,408

Other                                                         119,827
                                                         ------------
Total Consulting Expenses                                $  4,258,235
                                                         ============


Prior to the Plan and  Agreement of  Reorganization  by exchange by  Goldspring,
Inc., the Company had entered into various contractual  arrangements whereby the
Company  would issue  common  stock as  consideration  for  investor  relations,
business advisory and related consulting  services. A total of 26,726,932 common
shares  valued at  $4,123,278  were issued for  consulting  services  during the
period  February 2002 through  March 11, 2003 (See Note H for further  details).
The entire amount was recorded as an expense in 2003.



                                     -F-27-

<PAGE>


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our accountant is Jewett Schwartz & Associates of Florida. We do not presently
intend to change accountants. At no time has there been any disagreements with
such accountant regarding any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in rule 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934, as amended) as of a date within 90
days before the filing of this annual report (the Evaluation Date). Based on
that evaluation, our principal executive officer and principal financial officer
concluded that, as of the Evaluation Date, the disclosure controls and
procedures in place were adequate to ensure that information required to be
disclosed by us, including our consolidated subsidiaries, in reports that we
file or submit under the Exchange Act, is recorded, processed, summarized and
reported on a timely basis in accordance with applicable rules and regulations.
Although our principal executive officer and principal financial officer
believes our existing disclosure controls and procedures are adequate to enable
us to comply with our disclosure obligations, we intend to formalize and
document the procedures already in place and establish a disclosure committee.

Changes in internal controls

We have not made any significant changes to our internal controls subsequent to
the Evaluation Date. We have not identified any significant deficiencies or
material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.

ITEM 9 - DIRECTORS, EXECUTIVES

OFFICERS, PROMOTERS, AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT

(a)      Directors and Executive Officers

                                                                1st Year
Name                         Age     Position                   With Company
----                         ---     --------                   ------------
John Francis Cook            64      President, CEO             2003
Robert Thomas Faber, CPA     44      Secretary, CFO             2003
Leslie Lawrence Cahan        78      Director                   2003
Tony E. Applebaum, EA        38      Director, Audit            2004
                                     Committee Chairman
Purnendu K. Rana Medhi       67      Director, Audit            2004
                                     Committee Member
Stephen Bruce Parent         59      Manager                    2003
                                     Plum Mining, LLC;
                                     GoldSpring, LLC;
                                     Ecovat, LLC


                                                                              19
<PAGE>

Business Experience

JOHN F. COOK, P. ENG. - PRESIDENT AND DIRECTOR: John is a mining engineer, with
42 years of experience that has covered all aspects of the mining industry at
all levels in many parts of the world. For the past twenty years this experience
has been at a very senior level, including General Management and Corporate
Affairs. For the past eight years John has been involved with Junior exploration
and development companies after many years of working for much larger companies.
Currently, he is Chairman of Anaconda Gold Corporation and of Castlerock
Resources. These are both TSX Venture exchange companies with mining development
interests in Canada USA and Mexico. He is a director of GLR Resources, Inc. and
Wolfden Resources, Inc. both TSX companies with exploration and development
interests in Canada. John runs Tormin Resources Limited (his own private
company) and has recently been involved in the development of a gravity gold
extraction plant in eastern Canada. Prior to getting involved with junior
mining/exploration companies, John has worked in senior positions with Navan
Resources, Goldcorp and Lac Minerals. This followed early mining experience in
southern Africa and a stint as a consultant in UK and Canada.

ROBERT T. FABER, CPA, - CHIEF FINANCIAL OFFICER AND DIRECTOR: Rob is a Financial
Executive with 20 years of diverse senior financial management, business and
acquisition experience, including substantial international experience. Rob
previously served as Vice President of United Site Services, Inc. (Sun
Services), a $60 million privately held service company that was formed in 2000.
There, he strengthened organizational structure, improved cash management, and
directed the acquisition and integration process. Additionally, Rob served as
the Assistant Regional Controller with Allied Waste Industries, where his team
was responsible for management of a $1.2 billion multi-state business operation.
Prior to Allied, Rob spent 17 years with Waste Management, Inc., a $12 billion
publicly traded environmental services company, during which time he served in
senior positions such as Director of Finance in London, England, leading a $1.2
billion international operating group. Rob has personally been involved in over
100 separate acquisitions ranging from $500,000 to $250 million and was
responsible for directing all due diligence, financial valuations and
integrations. He has extensive experience in SEC reporting, investor relations,
capital acquisitions, and system development.

LES CAHAN - DIRECTOR: Les has been directly involved, for over thirty years, in
all aspects of exploration and production of mining, and oil & gas assets. Les
acquired the Gold Canyon and Spring Valley mining claims, as well as carrying
out the first geophysical, drilling and trenching exploration activities before
it was acquired by Ecovery, Inc., and subsequently, GoldSpring, Inc. Les 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.

TONY APPLEBAUM, EA: Tony Applebaum is Federally licensed in IRS tax accounting
and tax client representation and has had a private practice since 1997. Prior
to this, Mr. Applebaum worked in the accounting and financial services industry
as controller and VP Finance for several start-up and major ongoing successful
corporations. He is familiar with public company reporting requirements,
policies and procedures. In addition, he has extensive experience in advanced
financial analysis including cash flows,



                                                                              20
<PAGE>


projections and forecasts. Tony brings another layer of solid financial
expertise and credibility to GoldSpring as a member of its Audit Committee.

P.K. RANA MEDHI, MINING ENGINEER: P.K. Rana Medhi is a registered engineering
and mining geologist with 40 years of international mining experience. Medhi is
also a Principal of Mineral Evaluation Network- a worldwide cooperative of
economic geologists and mining professionals that provides mineral resources
expertise and investment assistance to its clients. Medhi spent 28 years with
Cyprus Amax Minerals Company. While at Cyprus, Medhi was the senior operations
manager for 15 years. He is established in business development and alliance,
exploration and mine development, mine evaluation, as well as mine operations
and permitting. Medhi's extensive international mining experience has enabled
him to successfully lead projects from the exploration phase to start-up,
commercial production and post closure mining activities.

STEVE PARENT - FOUNDER AND MANAGER:  Steve has worked in the mining industry
for over twenty years. He has managed the exploration and development operations
of several Junior Public mining companies in the United States and Canada. Steve
has been responsible for leading mining projects from the conceptual stage
through feasibility. Before founding GoldSpring, Inc., Steve served as CEO of
Ecovery, Inc., a private company with two significant mining projects: The Big
Mike Copper Project and the GoldSpring Placer Project both now included in
GoldSpring, Inc. Nevada.

         (b) Significant Employees: None

Compliance with Section 16 (a) of the Securities and Exchange Act of 1934:

We did not file Form 5's for our fiscal year ending December 31, 2003.

ITEM 10 - EXECUTIVE COMPENSATION

     (a)  During the year ended December 31, 2003, John Francis Cook, President
          and CEO did not receive any compensation from Company.

          The Company had no executive officers whose total salary and bonus
          exceeded $100,000 for the year ended December 31, 2003.

     (b)  Summary Compensation Table for named executive officers for each of
          the last three fiscal years:

          For the year ended December 31, 2001 - No salaries paid and no grants
          of options or SAR grants given

          For the year ended December 31, 2002 - No salaries paid and no grants
          of options or SAR grants given

          For the year ended December 31, 2003:

          Name and Position            Salary     Bonus    Deferred Salary
          -----------------            ------      ----    ---------------
          John Francis Cook,
          President & CEO                   0        0            0

          Robert T. Faber, CFO        $35,000        0            0

          Stephen Bruce Parent,
          Manager-
          Plum Mining, LLC;
          GoldSpring, LLC;
          Ecovat, LLC                 $35,000        0            0



                                                                              21
<PAGE>


     (c)  Option/SAR Grants in the Last Fiscal Year (Individual Grants): None

     (d)  Aggregated Option/SAR Exercises in the Last Fiscal Year: None

     (e)  Long-Term Incentive Plans - Awards in Last Fiscal Year: None

     (f)  Compensation of Directors:

          1.   Standard Arrangements: The members of the Company's Board of
               Directors are reimbursed for actual expenses incurred in
               attending Board meetings. They do not receive compensation for
               their services as Directors of the Company.

          2.   Purnendu K. Rana Medhi, Director and Audit Committee Member, has
               a Consulting Services Agreement with the Company. Mr. Medhi
               receives a monthly retainer of $3,000 for 40 hours of
               professional mining consulting services. Additional services to
               the Company are compensated at $75 per hour. The Services
               Agreement also provides Mr. Medhi a quarterly grant of 12,500
               shares of restricted common stock in the Company for professional
               services he provides for the Company.

     (g)  Employment Contracts and Termination of Employment and
          Change-in-Control Agreements:

          With the exception of the Consulting Services Agreement for Purnendu
          K. Rana Medhi described in Item 10(f) above, the Company's Officers
          and Directors do not have employment agreements or agreements relating
          to termination of employment or change-in-control.

     (h)  No stock options or SARs have been awarded by the Company

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the 172,627,149 shares of Common Stock of the Company as of the
date of December 31, 2003 by (i) each person who is known by the Company to be
the beneficial owner of more than five percent (5%) of the issued and
outstanding shares of common stock, (ii) each of the Company's directors and
executive officers, and (iii) all directors and officers as a group.

<TABLE>
<CAPTION>
------------ -------------------------------------- ----------------- -------------- ---------
Title of     Name and Address(1) of Beneficial      Position          Number of      Percent
Class        Owner                                                    Shares         of Class
------------ -------------------------------------- ----------------- -------------- ---------
<S>          <C>                                    <C>               <C>            <C>
Common       Steve Parent                           Founder           45,952,750     26.6%
------------ -------------------------------------- ----------------- -------------- ---------
Common       Jubilee Investment Trust               N/A               39,600,000     22.9%
------------ -------------------------------------- ----------------- -------------- ---------
Common       Les Cahan                              Director           9,000,000      5.2%
------------ -------------------------------------- ----------------- -------------- ---------
Common       Ron Haswell                            Consultant         8,689,500      5.0%
------------ -------------------------------------- ----------------- -------------- ---------
Common       John Cook                              Director, CEO      6,750,000      3.9%
------------ -------------------------------------- ----------------- -------------- ---------
Common       Robert T. Faber                        Director, CFO      1,980,000      1.1%
------------ -------------------------------------- ----------------- -------------- ---------

------------ -------------------------------------- ----------------- -------------- ---------
Common       All directors and officers as a group                    72,366,750     41.8%
------------ -------------------------------------- ----------------- -------------- ---------
</TABLE>

(1) The address of the executive officers and directors is that of the Company:

    8585 E. Hartford Dr., Suite 400, Scottsdale, AZ 85255



                                                                              22
<PAGE>


ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

None

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8K

     (a)  Exhibits:

          None

     (b)  Reports of Form 8-K filed in fourth quarter of the fiscal year: None

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2003, we were billed
approximately $ 15,000 for professional services rendered for the audit of our
financial statements. We also were billed approximately $9,000 for the review of
financial statements included in our periodic and other reports filed with the
Securities and Exchange Commission for our year ended December 31, 2003.

Tax Fees

For the Company's fiscal year ended December 31, 2003, we were not billed for
professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our
principal accountant for the fiscal year ended December 31, 2003.

                                   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.

                                                   Goldspring, Inc.

                                                   By: /s/ Robert Faber
                                                       ------------------------
                                                       Robert Faber
                                                       Chief Financial Officer
                                                       and Secretary


Name                              Title                          Date
----                              -----                          ----

/s/ John Cook                     President and                  March 26, 2004
------------------------          Chief Executive Officer
    John Cook

/s/ Robert Faber                  Chief Financial Officer        March 26, 2004
------------------------          and Secretary
    Robert Faber

/s/ Leslie Cahan                  Director                       March 26, 2004
------------------------
    Leslie Cahan



                                                                              23