<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>10
<FILENAME>fs1ex3ii_goldspring.txt
<DESCRIPTION>BY-LAWS
<TEXT>
                                     BYLAWS
                                       OF
                               STARTCALL.COM, INC.

                       ARTICLE 1. MEETINGS OF SHAREHOLDERS

     Section 1. Annual Meeting. The annual meeting of the shareholders of this
corporation shall be held on the April 1 of each year or at any other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of directors of the
Corporation. If the designated day shall fall on a Sunday or legal holiday, the
meeting shall be held on the first business day thereafter.

     Section 2. Special Meetings. Special meetings of the shareholders shall be
held when directed by the President of the Board of Directors, or when requested
in writing by the holders of not less than 10% of all the shares entitled to
vote at the meeting. A meeting requested by shareholders shall be called for a
date not less than 10 nor more than 60 days after the request is made, unless
the shareholders requesting the meeting designate a later date. The call for the
meeting shall be issued by the Secretary, unless the President, Board of
Directors or shareholders requesting the meeting shall designate another person
to do so.

     Section 3. Place Meetings of shareholders shall be held at the principal
place of business of the Corporation or at any other place designated by the
Board of Directors.

     Section 4. Notice. Written Notice stating the place, day and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary or the officer or persons calling
the meeting to each shareholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Corporation, with postage prepaid.

     Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the
adjournment meeting any business may be transacted that might have been
transacted on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjournment
meeting, notice of the adjournment meeting shall be given as provided in this
Article to each shareholder of record on the new record date entitled to vote at
the meeting.

     Section 6. Shareholder Quorum and Voting. A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders.

<PAGE>

     If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless otherwise provided by law.

     Section 7. Voting Shares. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.

     Section 8. Proxies. A shareholder may vote either in person or by proxy
executed in writing by the shareholder or his duly authorized attorney-in-fact.
No proxy shall be valid after the duration of 11 months from the date thereof,
unless otherwise provided in the proxy.

     Section 9. Action by Shareholders Without a Meeting. Any action required by
law, these Bylaws or the Articles of Incorporation of this Corporation to be
taken at any annual or special meeting of shareholders, or any action that may
be taken at any annual or special meeting of shareholders, may be taken without
a meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorized or take that action at a meeting at which all shares entitled to
vote were present and voted, as is provided by law.

                              ARTICLE II DIRECTORS

     Section 1. Function. All corporate powers shall be exercised by or under
the authority of the Board of Directors. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors.

     Section 2. Qualification. Directors are not required to be residents of
this state or shareholders if this Corporation.

     Section 3. Compensation. The Board if Directors shall have the authority to
fix the compensation of directors.

     Section 4. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless he
votes against the action or abstains from voting in respect to it because of an
asserted conflict of interest.

     Section 5. Number. This Corporation shall have five (5) directors.

     Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first annual meeting of shareholders, and until his or her successor
shall have been elected and qualified or until his or her earlier resignation,
removal from office or death.

At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for a term for which
he is elected and until his successor shall have been elected and qualified, or
until his earlier resignation, removal from office or death.

<PAGE>

     Section 7. Vacancies. Any vacancy occurring in the Board if Directors,
including any vacancy created by reason of an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders or his or her earlier resignation, removal from
office or death.

     Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of 75% of the shares
then entitled to vote at an election of directors.

     Section 9. Quorum and Voting. A majority of the number of directors fixed
by these Bylaws shall constitute a quorum for the transaction of business. The
act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

     Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees,
each of which, to the extent provided in the resolution, shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.

     Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the corporate offices of the Corporation.

     Section 12. Time, Notice and Call of Meetings. Regular meetings of the
Board of Directors shall be held without notice April 1. Written notice of the
time and place of special meetings of the Board of Directors shall be given to
each director by either personal delivery, telegram or cablegram at least 48
hours before the meeting or by notice mailed to the director at least five (5)
days before the meeting.

     Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice that
meeting and waiver of any and all objections to the place of the meeting, the
time of the meeting or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.

     Neither the business to be transacted at nor the purpose of any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of that meeting.

     A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place. Notice
of any adjournment meeting shall be given to the directors who were not present
at the time of the adjournment and, unless the time and place of the adjournment
meeting are announced at the time of the adjournment, to the other directors.

<PAGE>

     Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation or by any of the directors.

     Members of the Board of Directors may participate in a meeting of the board
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other at the
same time. Participation by this means shall constitute presence in person at a
meeting.

     Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action that may be taken at a meeting
of the Board of Directors or of one of its committees, may be taken without a
meeting if a consent in writing, setting forth the action to be taken and signed
by all the directors, or all the members of the committee, as the case may be,
is filed in the minutes of the proceedings of the board or of the committee. The
consent shall have the same effect as a unanimous vote.

                              ARTICLE III OFFICERS

     Section 1. Officer. The officers of the Corporation shall consist of a
President and a Secretary, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers and agents as may be
deemed necessary may be elected or appointed by the Board of Directors from time
to time. Any two or more offices may be held by the same person.

     Section 2. Duties. The officers of the Corporation shall have the following
duties:

     The President shall be the chief executive officer of the Corporation, and
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors. The president
shall preside at all meetings of the shareholders and Board of Directors.

     The Secretary shall have custody of, and maintain, all of the corporate
records. The Secretary shall record the minutes of all meetings of the
shareholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors or the
President.

     Section 3. Removal of Officers. An Officer or agent elected or appointed by
the Board of Directors may be removed by the board whenever in its judgment the
best interests of the Corporation will be served thereby.

Any vacancy in any office may be filed by the Board of Directors.

                         ARTICLE IV. STOCK CERTIFICATES

     Section 1.  Issuance. Every holder of shares in this Corporation shall be
entitled to have a certificate representing all shares to which the holder is
entitled. No certificate shall be issued for any share until that share is fully
paid.

<PAGE>

     Section 2. Form. Certificates representing shares in this Corporation shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary, an may be sealed with the seal of this Corporation or a facsimile.

     Section 3. Transfer of Stock. The Corporation shall register a stock
certificate presented to it for transfer if the certificate is properly endorsed
by the holder of record or by his duly authorized attorney.

     Section 4. Lost, Stolen or Destroyed Certificates. If the shareholder shall
claim to have lost or destroyed a certificate of shares issued by the
Corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the Board of Directors may reasonably require.

                          ARTICLE V. BOOKS AND RECORDS

     Section 1. Books and Records. This Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors and committees of directors.

     This Corporation shall keep at its registered office or principal place of
business a record of its shareholders, giving the names and addresses of all
shareholders and the number of shares held by each.

     Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time.

     Section 2. Shareholders' Inspection Rights. Any person who shall have been
a holder of record of one quarter of one percent of shares or of voting trust
certificates for shares of the Corporation at least six months immediately
preceding his demand, or who shall be the holder of record of, or the holder of
record of voting trust certificated for, at least five percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
for the demand, shall have the right to examine, in person or by agent or
attorney, at ant reasonable time or times, for any proper purpose, its relevant
books and records of accounts, minutes and records of shareholder, and to make
extracts from those records.

     Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this Corporation shall prepare a balance sheet
showing in reasonable detail the financial condition of the Corporation as of
the close of its fiscal year, and a profit and loss statement showing the
results of the operations of the Corporation during its fiscal year.

<PAGE>

     Upon the written request of any shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to each
shareholder or holder of voting trust certificates a copy of the most recent
balance sheet and profit and loss statement.

     The balance sheets and profit and loss statement shall be filed in the
Registered Office of the Corporation in this state, shall be kept for at least
five years and shall be subject to inspection during business hours by any
shareholder or holder of voting trust certificates, in person or by agent.

                              ARTICLE VI DIVIDENDS

     The Board of Directors of this Corporation, from time to time, may declare
and the Corporation may pay dividends on its shares in cash, property or its own
shares, except when the Corporation is insolvent or when such a payment would
render the Corporation insolvent, subject to the provisions of the Florida
Statutes.

                           ARTICLE VII CORPORATE SEAL

     The Board of Directors shall provide a corporate seal, which shall be in
circular form.

                          ARTICLE VIII. INDEMNIFICATION

     Each person, his or her heirs, executors, administrators or estate, (1) who
is or was a director or officer of the Corporation, (2) who is or was an agent
or employee of the Corporation other than an officer and as to whom the
Corporation has agreed to grant indemnity or (3) who is or was serving at the
request of the Corporation as its representative in the position of a director,
officer, agent or employee of another corporation, partnership, joint venture,
trust or other enterprise and as to whom the Corporation has agreed to grant
indemnity shall be indemnified by the Corporation as of right to the fullest
extent permitted or authorized by current or future legislation or by current or
future judicial or administrative decision, against any fine, liability, cost or
expense, including attorney's fees, asserted against them or incurred by them in
their capacity as director, officer, agent, employee or representative, or
arising out of their status as director, officer, agent, employee or
representative. The foregoing right of indemnification shall not be exclusive of
other rights to which those seeking an indemnification may be entitled. The
Corporation may maintain insurance, at its expense, to protect itself and any
such person against any fine, liability, cost or expense, whether or not the
Corporation would have the legal power to directly indemnify them against that
liability.

                              ARTICLE IX AMENDMENT

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors, at any meeting by majority vote of the
directors if notice of the proposed action was included in the notice of the
meeting or is waived in writing by all of the directors.



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