Exhibit 31.2


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


I, Robert Faber certify that:

1.   I have reviewed this annual report Form 10-KSB of Goldspring, Inc.

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

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

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

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the a registrant is made known to me
          by others within those entities, particularly during the period in
          which this yearly report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this yearly report (the "Evaluation Date"); and

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

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

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

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

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

Dated: March 26, 2004


                                                /s/ Robert Faber
                                                ----------------------------
                                                    Robert Faber
                                                    Chief Financial Officer



                                                                              26