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<SEC-DOCUMENT>0001213900-04-000151.txt : 20040421
<SEC-HEADER>0001213900-04-000151.hdr.sgml : 20040421
<ACCEPTANCE-DATETIME>20040421173016
ACCESSION NUMBER:		0001213900-04-000151
CONFORMED SUBMISSION TYPE:	S-1
PUBLIC DOCUMENT COUNT:		16
FILED AS OF DATE:		20040421

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GOLDSPRING
		CENTRAL INDEX KEY:			0001120970
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				650955118
		STATE OF INCORPORATION:			AZ

	FILING VALUES:
		FORM TYPE:		S-1
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-114697
		FILM NUMBER:		04746251

	BUSINESS ADDRESS:	
		STREET 1:		14354 N. LLOYD WRIGHT BLVD
		STREET 2:		SUITE 4
		CITY:			SCOTTSDALE
		STATE:			AZ
		ZIP:			85260
		BUSINESS PHONE:		480-477-6440

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STARTCALL COM INC
		DATE OF NAME CHANGE:	20010305
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-1
<SEQUENCE>1
<FILENAME>fs1_goldspring.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
             As filed with the Securities and Exchange Commission on
                                  April 21, 2004

                                REGISTRATION NO.
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-1

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

<TABLE>
<S>                                   <C>                               <C>
         FLORIDA                                7389                        65-0955118
(State or other jurisdiction of      (Primary Standard Industrial       (I.R.S. Employer
 incorporation or organization)       Classification Code Number)       Identification No.)
</TABLE>


                        8585 E. Hartford Drive, Suite 400
                            Scottsdale, Arizona 85255
                                 (480) 505-4040
               (Address, including zip code, and telephone number,
                      including area code, of registrant's
                          principal executive offices)

                                  Robert Faber
                      Chief Financial Officer and Secretary
                                Goldspring, Inc.
                        8585 E. Hartford Drive, Suite 400
                            Scottsdale, Arizona 85255
                                 (480) 505-4040
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          Copies of communications to:

                             RICHARD I. ANSLOW, ESQ.
                              ANSLOW & JACLIN, LLP
                          195 ROUTE 9 SOUTH, SUITE 204
                           MANALAPAN, NEW JERSEY 07726
                          TELEPHONE NO.: (732) 409-1212
                          FACSIMILE NO.: (732) 577-1188

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|

<PAGE>

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                            PROPOSED MAXIMUM     PROPOSED MAXIMUM   AMOUNT OF
 TITLE OF EACH CLASS OF                                     OFFERING PRICE       AGGREGATE          REGISTRATION
 SECURITIES TO BE REGISTERED   AMOUNT TO BE REGISTERED      PER SHARE            OFFERING PRICE     FEE
- ----------------------------   -----------------------      ----------------     ----------------   ------------
<S>                              <C>                           <C>                <C>               <C>
Common Stock, par value
$.000666 per share (1)           21,739,129                    $.66               $ 14,347,825      $1,817.87

Common Stock, par value          10,869,575                    $.86               $  9,347,835      $1,184.37
$.000666 per share (2)

Common Stock, par value          10,869,575                    $.46               $  5,000,005      $  633.50
$.000666 per share (3)

Common Stock, par value             211,666                   $1.00               $    211,666      $   26.82
$.000666 per share(4)                                                             ------------      ----------

Total                            43,689,945                                       $ 28,907,331      $3,662.56
</TABLE>

(1) Represents Selling Security Holders shares being sold to the public. The
price of $.66 per share is being estimated solely for the purpose of computing
the registration fee pursuant to Rule 457(c) of the Securities Act and based on
the last trade price reported on the OTC Bulletin Board on April 19, 2004.

(2) Represents shares of common stock issuable in connection with the conversion
of our A warrants for certain selling security holders. The price of $.86 is
being estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(g) of the Securities Act and based on the exercise price of
the warrants.

(3) Represents shares of common stock issuable in connection with the conversion
of our Green Shoe warrants for certain selling security holders. The price of
$.46 is being estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(g) of the Securities Act and based on the exercise price of
the warrants.

(4) Represents shares of common stock issuable in connection with the conversion
of our warrants to the selling security holders in our February 2004 private
offering memorandum. The price of $1.00 is being estimated solely for the
purpose of computing the registration fee pursuant to Rule 457(g) of the
Securities Act and based on the exercise price of the warrants.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED        2004

<PAGE>

                                GOLDSPRING, INC.


            21,739,129 SELLING SECURITY HOLDER SHARES OF COMMON STOCK
         10,869,575 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                            CONVERSION OF A WARRANTS
          10,869,575 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                        CONVERSION OF GREEN SHOE WARRANTS
           211,666 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                             CONVERSION OF WARRANTS

Our selling security holders are offering to sell 21,739,129 shares of our
common stock; 10,869,575 shares of our common stock issuable in connection with
the conversion of our A warrants; 10,869,575 shares of our common stock issuable
in connection with the conversion of our Green Shoe warrants; and 211,666 shares
of our common stock issuable in connection with the conversion of our warrants
issued in our recent private placement offering which closed on February 23,
2004.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is April 21, 2004

Our common stock is listed on the OTC Bulletin Board under the symbol "GSPG."
The last reported sale price of our common stock on April 19, 2004 was $0.66. We
have recently submitted an application for a listing on the American Stock
Exchange and we are waiting for notification of approval.

This prospectus relates to the resale by the selling stockholders of up to
21,739,129 shares of our common stock; 10,869,575 shares of our common stock
issuable in connection with the conversion of our A warrants; 10,869,575 shares
of our common stock issuable in connection with the conversion of our Green Shoe
Warrants; and 211,666 shares of our common stock issuable in connection with the
conversion of our warrants issued in our recent private placement offering which
closed on February 23, 2004. The selling stockholders may sell the stock from
time to time at the prevailing market price or in negotiable transactions.

We will receive no proceeds from the sale of the shares by the selling
stockholders. However, we will receive proceeds from the sale of the exercise of
our warrants.


<PAGE>

                                TABLE OF CONTENTS

GLOSSARY ...................................................... 1

PROSPECTUS SUMMARY ............................................ 3

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA ............. 4

RISK FACTORS .................................................. 5

FORWARD-LOOKING STATEMENTS .................................... 9

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA ............10

MANAGEMENT'S DISCUSSION AND ANALYSIS ..........................11

OUR BUSINESS ..................................................15

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......23

DIVIDENDS .....................................................24

PENNY STOCK CONSIDERATIONS ....................................24

DESCRIPTION OF PROPERTY .......................................24

LEGAL PROCEEDINGS .............................................24

MANAGEMENT ....................................................25

EXECUTIVE COMPENSATION ........................................26

PRINCIPAL STOCKHOLDERS ........................................28

SELLING STOCKHOLDERS ..........................................28

PLAN OF DISTRIBUTION ..........................................31

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................32

DESCRIPTION OF SECURITIES .....................................32

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE ...........................33

TRANSFER AGENT ................................................33

EXPERTS .......................................................33

LEGAL MATTERS .................................................33

                                       -i-
<PAGE>

                                    GLOSSARY

The following is a glossary of terms that will be used throughout this document.
The glossary is being provided to help any person reading this document to
understand certain terms.

"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.

                                       1
<PAGE>

"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.

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

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


                                       2
<PAGE>

                               PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. The
terms "we," "us," "our" and "Goldspring" refer to Goldspring, Inc., unless the
context otherwise requires.

                                    About Us

We are a precious metals mining company specializing in the production of gold
and other precious metals. Goldspring, as it exists today, was formed in March
2003 when we undertook a reorganization through which we acquired substantially
all of the assets of Ecovery, Inc., a private corporation with mining properties
in Nevada. Ecovery's mining assets include the Gold Canyon and Spring Valley
gold placer projects in Lyon County, Nevada plus the "Big Mike" Copper Ore
Project, located about 2 hours east of Reno in Winnemucca, Nevada.

Prior to March 2003, we were focused on software and technology applications for
global e-commerce. We were originally founded in Florida in October 1999, as
Click and Call Company. We changed our name to StartCall.com, Inc. in June 2000.
StartCall.com's business plan was to serve as an application service provider
(ASP) which offered real-time interaction technology as an out source service.
We 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 quarter of 2002, we decided that we
could not compete in the marketplace and began looking for potential
acquisitions or mergers with companies in the software telecommunications
industry.

On November 1, 2003, we acquired The Plum Mining Company, LLC ("Plum"). It
became our wholly owned subsidiary. 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 gold and silver bearing ore. The
"Billie the Kid" and "Lucerne" open pit mines (private land) contain gold and
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. On November 18, 2003, we commenced work on the
Plum property.

On December 12, 2003, we initiated the application process to be listed on the
American Stock Exchange (AMEX). We are awaiting notification of approval.

                              How We Are Organized

We were incorporated in Florida on October 19, 1999 under the name Click and
Call Corporation. On June 7, 2000, we changed our name to Startcall.com, Inc. At
such time, our business plan was to serve as an application service provider. On
December 12, 2002, we filed a certificate of amendment to our certificate of
incorporation to increase our authorized common shares to 150,000,000. On
December 27, 2002, we changed our name to Visator, Inc. On March 12, 2003, we
changed our name to Goldspring, Inc. and increased our authorized shares to
500,000,000. On November 21, 2003, our application to transact business in
Arizona was approved. The Plum Mining Company, LLC was incorporated in Nevada on
November 1, 1996.

                              Where You Can Find Us

We are located at 8585 E. Hartford Drive, Suite 400, Scottsdale, Arizona 85255.
Our telephone number is (480) 505-4040 and our facsimile number is (480)
505-4044.

                                       3
<PAGE>

                              Plan Of Distribution

The selling shareholders may be selling up to 21,739,129 shares of our common
stock, 10,869,575 shares of common stock issuable in connection with conversion
of a warrants, 10,869,575 shares of common stock issuable in connection with
conversion of green shoe warrants and 211,666 shares of common stock issuable in
connection with the conversion of our warrants issued in our recent private
placement offering which closed on February 23, 2004. Such shares of our common
stock may be sold from time to time to purchasers directly by the selling
shareholders. Alternatively, the selling shareholders may from time to time
offer shares through underwriters, dealers or agents, who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling security holders for whom they may act as agent. The selling
shareholders and any underwriters, dealers or agents that participate in the
distribution of our common stock may be deemed to be underwriters, and any
commissions or concessions received by any such underwriters, dealers or agents
may be deemed to be underwriting discounts and commissions under the Securities
Act. Shares may be sold from time to time by the selling shareholders in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices. We may indemnify
any underwriter against specific civil liabilities, including liabilities under
the Securities Act. We will bear all expenses of the offering of shares of our
common stock by the selling shareholders other than payment that they may agree
to make to underwriters.

                SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated financial and operating data should be read
together with Management's Discussion and Analysis of Financial Condition and
Results of Operations and our consolidated financial statements and related
notes included elsewhere in this prospectus. The summary consolidated balance
sheet data as of December 31, 2002 and 2003 and the summary consolidated
statements of operations data for each of the three years in the three year
period ended December 31, 2003 have been derived from our audited consolidated
financial statements included elsewhere in this prospectus.
<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                       ----------------------------------------------------
                                                            2001                2002                 2003
                                                       ----------        -------------         ------------
Consolidated Statements of Operations:
<S>                                                    <C>               <C>                   <C>
Revenues:                                              $    3,471        $       1,157         $          0
                                                       ----------        -------------         ------------

  Total revenues                                            3,471                1,157                    0
Cost of revenues:                                               0                    0                    0
                                                       ----------        -------------         ------------

  Gross profit                                              3,471                1,157                    0
                                                       ----------        -------------         ------------
Operating expenses:
 Selling, general and administrative expenses              74,947               66,822            4,258,235
 Depreciation and amortization expense                     13,264               13,265                1,118
                                                       ----------        -------------         ------------

  Total operating expenses                                 88,212               80,086            4,646,910
                                                       ----------        -------------         ------------

Income (loss) from operations                             (84,741)             (78,929)          (4,646,910)
Other income (expenses):
 Interest income                                                0                    0                1,891
                                                       ----------        -------------         ------------

  Total other expenses                                          0                    0                1,891
                                                       ----------        -------------         ------------

Income (loss) before income taxes                         (84,741)             (78,929)          (4,645,019)
Income tax provision (benefit)                                  0                    0             (940,000)
                                                       ----------        -------------         ------------
Net  (loss)                                            $  (84,741)       $     (78,929)        $ (3,705,019)
                                                       ==========        =============         ============
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                                      Years Ended December 31,
                                                       ----------------------------------------------------
                                                            2001                2002                 2003
<S>                                                       <C>                <C>                <C>
Net income (loss) per common share:
  Basic and diluted                                        (0.000)              (0.003)              (0.027)
                                                       ==========        =============         ============

Weighted average shares outstanding(6):
  Basic and diluted                                       971,278            4,228,181          135,131,484
                                                       ==========        =============         ============
</TABLE>
<TABLE>
<CAPTION>
                                                                    As of December 31, 2003
                                                                    -----------------------
Consolidated Balance Sheet Data:
<S>                                                                      <C>
Cash and cash equivalents                                                $     364,138
Total assets                                                                17,519,781
Total long-term debt, including current portion                              1,000,000

Total stockholders' equity (deficit)                                        16,311,509

</TABLE>

                                  RISK FACTORS

An investment in our common stock is highly speculative and involves a high
degree of risk. Therefore, you should consider all of the risk factors discussed
below, as well as the other information contained in this document. You should
not invest in our common stock unless you can afford to lose your entire
investment and you are not dependent on the funds you are investing.

Please note that throughout this prospectus, the words "we", "our" or "us" refer
to Goldspring, Inc. and not to the selling shareholders.

RISKS RELATED TO OUR BUSINESS

WE WILL NOT BE SUCCESSFUL UNLESS WE RECOVER PRECIOUS METALS AND SELL THEM ON
WORLD MARKETS

Our success and possible growth will depend on our ability to recover precious
metals, process them, and successfully sell them on world markets. The success
of this process is dependent on the world spot market prices paid in relation to
our costs of production. We may not always be able to produce at a profit
because we can only maintain a level of control over our costs and have no
ability to control the world spot market prices. We have adopted a small spot
deferred sales program in the gold market in order to bring a level of stability
to a portion of our future gold production.

THE COST OF OUR ACQUISITION, EXPLORATION AND DEVELOPMENT ACTIVITIES ARE
SUBSTANTIAL AND THERE IS NO ASSURANCE THAT THE QUANTITIES WE DISCOVER OR ACQUIRE
WILL JUSTIFY COMMERCIAL OPERATIONS

We cannot be certain that our 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 or adequate grade to justify commercial
operations or that the funds required for development can be obtained on a
timely basis.

THE PRICE OF GOLD IS KNOWN TO FLUCTUATE ON A REGULAR BASIS AND THE DOWNTURN IN
PRICE COULD NEGATIVELY IMPACT OUR OPERATIONS AND CASH FLOW

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

                                       5
<PAGE>

SINCE OUR ASSETS ARE GOLD, SILVER AND COPPER RESERVES, THE DROP IN THE PRICE OF
ANY OF THESE METALS WILL NEGATIVELY EFFECT OUR ASSET VALUES, CASH FLOWS,
POTENTIAL REVENUES AND PROFITS

Our principal assets are gold, silver and copper reserves, real estate, mining
permits, heavy equipment used in mining and mining infrastructure for mineral
processing. We intend to acquire additional properties containing reserves and
mineralized material with exploration potential. The price that we pay to
acquire these properties will be, in large part, influenced by the price of gold
at the time of the acquisition. Our 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 our control, 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 our
projects, cannot accurately be predicted. Any drop in the price of gold would
negatively effect our asset values, cash flows, potential revenues and profits.

OUR ACTIVITIES ARE INHERENTLY HAZARDOUS AND ANY EXPOSURE MAY EXCEED OUR
INSURANCE LIMITS OR MAY NOT BE INSURABLE

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 we have 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, we could elect not to insure itself against such liabilities due
to high premium costs or other reasons, in which event, we could incur
significant costs that could have a material adverse effect on our financial
condition.

SINCE RESERVE CALCULATIONS ARE ONLY ESTIMATES, ANY MATERIAL CHANGE MAY
NEGATIVELY EFFECT THE ECONOMIC VIABILITY OF OUR PROPERTIES

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 negatively affect the
economic viability of our 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.

OUR OPERATIONS ARE SUBJECT TO STRICT ENVIRONMENTAL REGULATIONS WHICH RESULT IN
ADDED COSTS OF OPERATIONS AND OPERATIONAL DELAYS

Our exploration and development operations are subject to environmental
regulations, which could result in additional costs and operational delays. All
phases of our operations are subject to environmental regulation. Environmental
legislation is evolving in some countries or jurisdictions in a manner which may
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 negatively affect our projects. We
are currently subject to environmental regulations with respect to our
properties in Nevada.

                                       6
<PAGE>

WE ARE SUBJECT TO FEDERAL LAWS WHICH REQUIRE ENVIRONMENTAL ASSESSMENTS AND
BOND/SURETY POSTINGS WHICH ADD SIGNIFICANT COSTS TO OUR OPERATIONS AND DELAYS IN
OUR PROJECTS

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 us.

CHANGES IN STATE LAWS, WHICH ARE ALREADY STRICT AND COSTLY, CAN NEGATIVELY
EFFECT OUR OPERATIONS BY BECOMING STRICTER AND COSTLIER

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, we are 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 a negative impact on our
financial performance and results of operations by, for example, required
changes to operating constraints, technical criteria, fees or surety
requirements.

TITLE CLAIMS AGAINST OUR MINING PROPERTIES COULD REQUIRE US TO COMPENSATE
PARTIES, IF SUCCESSFUL, AND DIVERT MANAGEMENT'S TIME FROM OPERATIONS

There may be challenges to our title in the mineral properties in which we hold
a material interest. If there are title defects with respect to any of our
properties, we might be required to compensate other persons or perhaps reduce
our 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.

GENERAL RISKS AND OFFERING RISKS

WE HAVE LIMITED REVENUE TO DATE AND ARE SUBJECT TO ALL RISKS IN ANY DEVELOPING
BUSINESS

As of March 1, 2004 we had no revenues although we have recently begun to
generate revenues which we expect to continue and expand in the first half of
2004. We are subject to all of the risks inherent in a developing business
enterprise which will have an affect on our development, growth and success.

IF OUR SHARE PRICE IS VOLATILE, WE MAY BE THE TARGET OF SECURITIES LITIGATION,
WHICH CAN BE COSTLY AND TIME-CONSUMING TO DEFEND

In the past, following periods of market volatility in the price of a company's
securities, security holders have often instituted class action litigation. If
the market value of our common stock experiences adverse fluctuations and we
become involved in this type of litigation, regardless of the outcome, we could
incur substantial legal costs and our management's attention could be diverted
from the operation of our business, causing our business to suffer.

                                       7
<PAGE>

FUTURE SALES OF OUR COMMON STOCK IN THE PUBLIC MARKET COULD LOWER OUR STOCK
PRICE, AND CONVERSION OF OUR WARRANTS AND ANY ADDITIONAL CAPITAL RAISED BY US
MAY DILUTE YOUR OWNERSHIP IN US.

We may sell additional shares of common stock in subsequent public offerings. In
addition, the warrant holders in our recent financing and private placement
memorandum will, most likely, convert their warrants to our shares of common
stock after this registration statement is declared effective. We cannot predict
the size of future issuances of our common stock or the effect, if any, that
future issuances and sales of shares of our common stock will have on the market
price of our common stock. Sales of substantial amounts of our common stock
(including shares issued in connection with the conversion of the warrants
stated above, or the perception that such sales could occur, may adversely
affect prevailing market prices for our common stock.

THE REQUIREMENTS OF BEING A PUBLIC COMPANY MAY STRAIN OUR RESOURCES AND DISTRACT
MANAGEMENT

As a public company, we will be subject to the reporting requirements of the
Securities Exchange Act of 1934, or Exchange Act, and the Sarbanes-Oxley Act of
2002, or Sarbanes-Oxley Act. These requirements may place a strain on our
systems and resources. The Exchange Act requires that we file annual, quarterly
and current reports with respect to our business and financial condition. The
Sarbanes-Oxley Act requires that we maintain effective disclosure controls and
procedures and internal controls for financial reporting. We currently do not
have an internal audit group. In order to maintain and improve the effectiveness
of our disclosure controls and procedures and internal control over financial
reporting, significant resources and management oversight will be required. This
may divert management's attention from other business concerns, which could have
a material adverse effect on our business, financial condition, results of
operations and cash flows. In addition, we will need to hire additional
accounting and financial staff with appropriate public company experience and
technical accounting knowledge, and we cannot assure you that we will be able to
do so in a timely or cost effective fashion.

WE DO NOT INTEND TO PAY A CASH DIVIDENDS ON OUR COMMON STOCK IN THE NEAR TERM
AND, CONSEQUENTLY, YOUR ONLY OPPORTUNITY TO ACHIEVE A RETURN ON YOUR INVESTMENT
IS IF THE PRICE OF OUR STOCK APPRECIATES

We do not plan to declare cash dividends on shares of our common stock in the
foreseeable future. Consequently, your only opportunity to achieve a return on
your investment in us will be if the market price of our common stock
appreciates and you sell your shares at a profit. There is no guarantee that the
price of our common stock that will prevail in the market after this offering
will ever exceed the price that you pay.

OUR BUSINESS DEPENDS ON A LIMITED NUMBER OF KEY PERSONNEL, THE LOSS OF WHOM
COULD NEGATIVELY AFFECT US

Stephen Parent, Robert Faber and John Cook, our senior executives are important
to our success. If they become unable or unwilling to continue in their present
positions, our business and financial results could be materially negatively
affected.

IF WE FAIL TO ADEQUATELY MANAGE OUR GROWTH, WE MAY NOT BE SUCCESSFUL IN GROWING
OUR BUSINESS AND BECOMING PROFITABLE

We expect our business and number of employees to grow over the next 12 months.
In particular, we intend to hire additional administrative personnel and to
increase expenditures for investor relations. We expect that our growth
will place significant stress on our operation, management, employee base. Any
failure to address the needs of our growing business successfully could have a
negative impact on our chances of success.

                                       8
<PAGE>

SHARES ELIGIBLE FOR PUBLIC SALE IN THE FUTURE COULD DECREASE THE PRICE OF OUR
COMMON SHARES AND REDUCE OUR FUTURE ABILITY TO RAISE CAPITAL

Sales of substantial amounts of our common stock in the public market could
decrease the prevailing market price of our common stock and our ability to
raise equity capital in the future.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR COMMON STOCK DIFFICULT

Trading in our securities is subject to the "penny stock" rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit the market price and
liquidity of our securities. Broker-dealers who sell penny stocks to certain
types of investors are required to comply with the Commission's regulations
concerning the transfer of penny stocks. These regulations require
broker-dealers to:

- -    Make a suitability determination prior to selling a penny stock to the
     purchaser;

- -    Receive the purchaser's written consent to the transaction; and

- -    Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.

                           FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements," which include information
relating to future events, future financial performance, strategies,
expectations, competitive environment, regulation and availability of resources.
These forward-looking statements include statements regarding: proposed new
programs; expectations that regulatory developments or other matters will not
have a material adverse effect on our consolidated financial position, results
of operations or liquidity; statements concerning projections, predictions,
expectations, estimates or forecasts as to our business, financial and
operational results and future economic performance; and statements of
management's goals and objectives and other similar expressions concerning
matters that are not historical facts. Words such as "may," "will," "should,"
"could," "would," "predicts," "potential," "continue," "expects," "anticipates,"
"future," "intends," "plans," "believes," "estimates" and similar expressions,
as well as statements in future tense, identify forward-looking statements.

You should not read forward-looking statements as a guarantee of future
performance or results. They will not necessarily be accurate indications of the
times at or by which such performance or results will be achieved.
Forward-looking statements are based on information available at the time those
statements are made and/or management's good faith belief as of that time with
respect to future events. They are subject to risks and uncertainties that could
cause actual performance or results to differ materially from those expressed in
or suggested by the forward-looking statements.

                                       9
<PAGE>

Forward-looking statements speak only as of the date the statements are made.
You should not put undue reliance on any forward-looking statements. We assume
no obligation to update forward-looking statements to reflect actual results,
changes in assumptions or changes in other factors affecting forward-looking
information, except to the extent required by applicable securities laws. If we
do update one or more forward-looking statements, you should draw no inference
that we will make additional updates with respect to those or other
forward-looking statements.

               SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated financial and operating data should be read
together with Management's Discussion and Analysis of Financial Condition and
Results of Operations and our consolidated financial statements and related
notes included elsewhere in this prospectus. The selected consolidated balance
sheet data as of December 31, 2002 and 2003 and the selected consolidated
statements of operations data for each of the three years in the period ended
December 31, 2003 have been derived from our audited consolidated financial
statements included elsewhere in this prospectus. The balance sheet data as of
December 31, 1999, 2000 and 2001 and the statements of operations data for the
years ended December 31, 1999 and 2000 have been derived from our audited
financial statements, which are not included in this prospectus. Historical
results are not necessarily indicative of the results to be expected in the
future.
<TABLE>
<CAPTION>

                                                                            Years Ended December 31,
                                                ----------------------------------------------------------------------------------
                                                     1999             2000            2001              2002             2003
                                                -------------    -------------    -------------    -------------    --------------
<S>                                             <C>              <C>              <C>              <C>              <C>
Consolidated Statements of Operations:
Revenues:
         Consulting and other                   $          --    $       7,162    $       3,471    $       1,157    $          --
         Interest Income                        $          --    $          --    $          --    $          --    $       1,891
                                                -------------    -------------    -------------    -------------    --------------
Operating expenses:
         Costs applicable to sales                         --               --               --               --               --
         Organization                                   5,554               --               --               --               --
         Consulting                                        --               --               --               --        4,258,235
         General and administrative                     6,349          267,082           74,947           57,177          387,557
         Research and development                       9,056           60,263               --            9,645               --
         Marketing and promotional                        914           38,517               --               --
         Depreciation and amortization                 13,265           13,265           13,265           13,264            1,118
                                                -------------    -------------    -------------    -------------    --------------
                                                       35,138          379,127           88,212           80,086        4,646,910
                                                -------------    -------------    -------------    -------------    --------------
Loss before income taxes                              (35,138)        (371,965)         (84,741)         (78,929)      (4,645,019)
                                                -------------    -------------    -------------    -------------    --------------
Income tax provision (benefit)                             --               --               --               --         (940,000)
                                                -------------    -------------    -------------    -------------    --------------

Net loss                                        $     (35,138)   $    (371,965)   $     (84,741)   $     (78,929)   $  (3,705,019)
                                                =============    =============    =============    =============    ==============

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

Weighted average common shares outstanding          1,500,000        1,704,000          971,278        4,228,181      135,131,484
         - basic and diluted                    =============    =============    =============    =============    =============
</TABLE>
<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                ----------------------------------------------------------------------------------
                                                     1999             2000            2001              2002             2003
                                                -------------    -------------    -------------    -------------    --------------
<S>                                             <C>              <C>              <C>                <C>             <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents                         $      1,341   $         --    $         --        $        318    $    364,138
                                                  ============   ============    ============        ============    ============
Total assets                                      $     43,622   $     66,748    $     43,737        $      1,436    $ 17,519,781
                                                  ============   ============    ============        ============    ============
Total long-term debt, including current portion   $         --   $     75,000    $    148,181        $         --    $  1,000,000
                                                  ============   ============    ============        ============    ============
Preferred stock                                   $         --   $         --    $         --        $         --    $  4,650,000
                                                  ============   ============    ============        ============    ============
Total stockholders' equity (deficit)              $        762   $    (88,203)   $   (172,944)       $    (47,886)   $ 16,311,509
                                                  ============   ============    ============        ============    ============

</TABLE>
                                       10
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

We are 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, Arizona, California, Canada and Mexico.

Thirty-three (33) Bonanza Grade deposits have been discovered in the Comstock
Lode District in Nevada. The average Bonanza grades were 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 Lode District.

Our 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. In addition, we will seek to acquire properties from private
individuals and small mine owners.

Our current in ground Reserves at market values total approximately $598
million:

          1.35 million ounces of gold
          3.7 million ounces of silver
          25 million pounds of copper already mined and above ground.

Commencing operations in March of 2003, we successfully raised in excess of $12
million in capital, completed two acquisitions, and have commenced gold and
silver production within our first year. Operations are forecast to be
profitable in 2004 from Plum Mining LLC's Billie the Kid open pit gold and
silver project. We also have three additional acquisition targets for which we
have signed letters of intent.

In the first quarter of 2004 we successfully raised $10,000,000 from US
institutions as well as $332,500 through an equity private placement, offered to
enable existing shareholders to participate in the new round of financing. The
$10,332,500 of financings were completed by mid-March 2004 and will be deployed
as follows:

     $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 that have
          executed Letters of Intent.

     $2   million for additional acquisitions or targeted exploration.

     $2.3 million for working capital.

The additional capital allows us to grow rapidly and to take advantage of some
unique opportunities.

One major corporate objective for 2004 is to grow the in ground gold reserves to
3 million ounces through both strategic acquisitions and exploration at existing
properties.

                                       11
<PAGE>

                         LIQUIDITY AND CAPITAL RESOURCES

Our available cash and accounts payable balance at December 31, 2003 were
$364,138 and $108,950 respectively. During 2003 we raised approximately
$2,000,000 through two separate transactions. The first transaction consisted of
a $250,000 private placement offering of 2 million restricted common shares at
$0.125 to private accredited investors. The second was also an equity financing
completed with a London Stock Exchange Listed Investment Trust generating
$1,785,008 in exchange for 36 million restricted common shares of our stock.

In the first quarter 2004, we raised an additional $10.3 million of equity in
two separate transactions. Specifically, in February 2004 we completed a
restricted private placement for accredited investors for $332,500 (44.3 units).
Each $7,500 unit consisted of 10,000 shares of our restricted common shares, par
value $0.000666 and 5,000 warrants exercisable at $1.00 for one year. In
addition, we have the right to redeem the restricted common shares from the
accredited investors within 120 days of the closing date, February 23, 2004, for
$7,500 per unit. In the event that we redeem the restricted common shares, the
investor will retain the warrants.

In mid March 2004, we closed a $10 million institutional private equity
placement. We received gross proceeds of $10 million from a group of
institutional investors and accredited investors from the private placement of
21,739,129 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
warrant. The planned use of proceeds from the $10 million equity is as follows:


     $3,000,000 to accelerate production at existing gold, silver and cooper
     properties

     $3,000,000 to complete and bring to production those acquisition targets
     currently under Letter of Intent and / or similar acquisitions (See
     Acquisition Targets under Letter of Intent Below)

     $2,000,000 for additional acquisitions, development and exploration

     $2,000,000 for working capital

As of March 31, 2004 we had a bank balance in excess of $8,000,000 and we have
utilized an estimated $4 million since March 2003 to execute our business
strategy. Namely, we deployed approximately $500,000 to acquire the GoldSpring
Placer Properties and Plum Mining, $2,000,000 in infrastructure development to
advance mining at Billie the Kid property, $200,000 for an RMS Ross Gravity
Recovery System and approximately $1,300,000 for operating expenses which
includes broker, legal and other professional fees related to the $10,000,000
equity raise in the first quarter 2004.

On March 31, 2004 we had notes payable due of $900,000. In November 2003 we
acquired Plum Mining Company, LLC 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 for $1,000,000. This seller note is payable in ten
quarterly payments of $100,000 of which the first payment was due and paid in
January 2004.

Gold and silver recovery at the Billie the Kid project began in March 2004. We
expect gold and silver production to increase steadily over the next several
quarters.

At this time, we believe we are adequately financed to execute our business
plan. As additional acquisition opportunities are identified we may decide to
raise more equity to fund these projects.

                                       12
<PAGE>

Acquisition Targets under Letter of Intent

(1)  Spanish Flat Mining Property

Located in Northern California, the mine, mill and settling pond are fully
permitted. An approved plan of operation and reclamation bond is on file with
the United States Forest Service (lead agency). The mining operation will focus
on locating and selectively removing high-grade ore shoots (ranging from 1 to
25+ ounces/ton of gold). Structure of the deal: at closing, Seller shall receive
$100,000 to $150,000 cash payment and restricted common shares; balance of the
purchase price will be paid through a royalty of twenty percent (20%) of net
operating profits during the production period.

(2)  Dump Project - Virginia City, Nevada

Dumps containing 1,073,380 tons of mining material previously rejected from
1880's underground operations. Assay results from Con Virginia property indicate
..048oz./ton of gold and 1.17oz./ton of silver from upper zone and .337oz./ton of
gold and 12.8oz./ton of silver from the lower zone. Plan to transport to Plum
Mining's processing plant for crushing and leaching. Structure of the deal:
Seller may receive an up-front cash payment of less than $50,000; primary
compensation for Seller will be a royalty payment based on ore recovery during
the production period; estimated net profit split is 80% to GoldSpring and 20%
to Seller.

(3)  Minera Del Mar

Land consists of 200 hectares (440 acres) containing 12 million metric tons of
alluvial material, with known exploration potential. The property is under
evaluation to determine grade of ore and cost of production. The structure of
the deal will be similar to other GoldSpring acquisitions: At closing, a small
cash payment and restricted common stock; bulk of purchase price paid out of
production revenues during the recovery period.

                       2004 Outlook for Current Operations

The Billie The Kid Project:

At the end of October 2003, we 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 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 for Plum Mining, LLC, which
required $200,000 of cash, over $2,000,000 of cash has been invested in 2003 -
2004 as follows: $150,000 for additional reclamation bond requirements;
$1,000,000 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;
$40,000 cash; and $900,000 for mining, hauling, screening, agglomeration, and
recovery costs associated with over 80,000 tons of ore.

                                       13
<PAGE>

This stockpiled ore is currently being loaded onto the prepared leach pad and
mining is producing an average of 2,000 tons per day to add to the stockpile.
Approximately 80,000 tons of ore should be on the pad and under leach by early
second quarter 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 and 33% for silver at the
Lucerne pit, gold and silver production would approximate 4,284 ounces and
11,000 ounces respectively. Most of the revenue related to this 80,000 tons of
ore will be recognized in the second and third quarters 2004. While the leach
process typically can take several months for full recovery, the first 30-45
days produces 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 metals will be recovered in a Merrill Crowe system. We are 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 is reported to contain approximately 1.4 - 1.6 million tons of
economic gold and silver ore.

A million ton heap leach pad is being planned adjacent to the existing pad at
Plum. The million ton pad will accommodate larger scale daily production. When
this pad is ready, both Billie The Kid and Lucerne pits will be mined at the
same time. "The Billie The Kid Project", which consists of the Billie the Kid
and Lucerne pits, contains approximately 1.3 million tons of economic gold and
silver ore according to mining studies.

Previously classified waste material (grading .008) is now being converted to
overliner on the pad changing the strip ratio from 1.7 : 1 to 1:1. This
operating change will enhance project economics appreciably.

On March 30, 2004, we sold 6,000 ounces of gold in a spot deferred transaction
to be delivered to Johnson Matthey Refinery, Salt Lake City Pool, based on the
current gold price at such time of $418 per ounce. On April 1, 2004, we sold
6,000 ounces of gold in a spot deferred transaction to be delivered to Johnson
Matthey Refinery, Salt Lake City Pool, based on the current gold price at such
time of $425 per ounce. We purchased 2,400 ounces of gold and are using the gold
as a margin against these two transactions.

These transactions remain open for delivery at any time in any amount for two
years from the date of the transaction at no interest, cost or penalty to us.

GoldSpring Placer Mining Operations

Our first acquisition was the GoldSpring placer claims located on the south end
of the Comstock near the intersections of Highway 351 and Highway 50, about 7.8
miles east of Carson City, Nevada. 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 tailing projects, rather they are virgin sand and
gravels that have been explored for gold but have not been mined. 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. We own a complete RMS Ross gravity plant, including
powerplant, which will commence operation in second or third quarter 2004 at the
rate of 200 tons per hour. Three additional plants are planned for deployment
between 2004 and 2005, which should result in 100,000 ounces of gold to be
recovered annually from the 4 plants.

                                       14
<PAGE>

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure on contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions and conditions.

Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and potentially result in materially
different results under different assumptions and conditions. We believe that
our critical accounting policies are limited to those described below. For a
detailed discussion on the application of these and other accounting policies
see our note 3 to our consolidated financial statements.

Equity Issuances for Services

We account for all transactions under which employees, officers and directors
receive shares of common stock in accordance with the provisions of Accounting
Principles Board Opinion No.25 "Accounting for Stock Issued to Employees". In
accordance with Statement of Financial Accounting Standards No. 123 ("SFAS
123"), "Accounting for Stock -Based Compensation", we adopted the pro-forma
disclosure requirements of SFAS 123. Accordingly, no compensation has been
recognized in the results of operations for the employees, officers and
directors stock option plan other than for those options issued to non-employees
for other services. Issuances of common stock to employees are valued at the
fair market value at the time of issuance or earned by the agreement and then
expensed over the respective term of such agreement.

We account for non-employee equity transactions in accordance with SFAS No. 123
and EITF 96-18. The valuing of such equity considers the fair value of the stock
at issuance or contract date, the volatility of the stock, risk free rates of
return, the term for which services are to be rendered and the date upon earning
such equity. We may utilize the Black Scholes formula to arrive at the intrinsic
value of certain equity rights issued for services for non-employee issuances.

Accounting for Income Taxes

As part of the process of preparing our consolidated financial statements we are
required to estimate our income taxes. Management's judgment is required in
determining our provision of our deferred tax asset. We recorded a valuation for
the full deferred tax asset from our net operating losses carried forward due to
us not demonstrating any consistent profitable operations. In the event that the
actual results differ from these estimates or we adjust these estimates in
future periods we may need to adjust such valuation recorded.

                                  OUR BUSINESS

OVERVIEW

We are a precious metals mining company specializing in the economical and
efficient production of gold and other precious metals. Goldspring, 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 us 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, we agreed to pay $13,750,000 in the form of 90,000,000 restricted
shares of our common stock (market value of $0.10 per share) to the Ecovery
shareholders, $100,000 cash payment to Ecovery, and 46,500 shares of $100
Preferred Convertible/Redeemable stock 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.

                                       15
<PAGE>

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. The "Big
Mike" Copper Ore Project, is located about 2 hours east of Reno in Winnemucca,
Nevada, and contains 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 $32.5 million.

Prior to March 2003, we were focused on software and technology applications for
global e-commerce. Originally founded in Florida in October 1999 as Click and
Call Company, we changed our name to StartCall.com, Inc. in June 2000. At such
time, our business plan was to serve as an application service provider (ASP)
which offered real-time interaction technology as an out source service. We
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 quarter of 2002, our management decided
that we could not compete in the marketplace and began looking for potential
acquisitions or mergers with companies in the software telecommunications
industry. In December 2002, we entered into a Stock Purchase Agreement and Share
Exchange Agreement with a Danish software company, ARN Invest, in which we
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, we changed our name to Visator, Inc. and Web
Intelligence became our wholly-owned subsidiary and operating company. In
February 2003, Web Intelligence, ARN Invest, and our management at the time
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 shares of our
common stock in consideration for a cash 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., we had entered into various contractual arrangements whereby we 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. The entire amount was realized as an expense in 2003.

Following the termination of the Agreement with ARN Invest, we 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, we changed our name to
GoldSpring, Inc. The "Plan of Agreement and Reorganization by Exchange" between
Ecovery and us (the "Plan of Reorganization") was entered into on March 20,
2003. The final closing documents for our 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 our Board of Directors and John Cook and Les
Cahan were appointed to our Board of Directors. In addition, Antonio Treminio
resigned as our President, Chief Executive Officer and Chief Financial Officer,
and John Cook was named as our President and Chief Executive Officer. We then
appointed Robert Faber to our Board of Directors and, in June 2003, named him
Chief Financial Officer. We recently appointed Steven Parent as our Chief
Executive Officer and Chairman of our Board of Directors.

In June 2003, we ordered our first RMS - Ross turnkey gravity placer gold
recovery plant. This plant was delivered in November 2003.

                                       16
<PAGE>

On September 16, 2003, our shareholders of record received a 10% stock dividend.
Pursuant to this dividend, we issued an additional 15,600,000 common shares to
our shareholders.

In September 2003, prior to the 10% stock dividend, we completed a $2,000,000
equity raise. The financing consisted of two phases. Phase One was a $250,000
private placement offering of 2,000,000 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 36,000,000 restricted shares of our common stock.
This Investment Trust also received an additional 3,600,000 restricted common
shares pursuant to our 10% dividend in September 2003. We 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 2003, we 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 577,082 tons, with a Phase 1 mining plan
targeting the 471,000 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 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 $400 gold and $7.0 silver the Billie the Kid, Lucerne and Como ore
bodies represent approximately $61 million of gold and $26 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 a 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, we were
successful in securing necessary final regulatory approvals to commence
infrastructure development on the Plum property. Ground breaking took place on
November 18, 2003 with a 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. Our plans for the 4th Quarter of 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 the fourth
quarter 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 the fourth quarter 2003, 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, we initiated the application process to be listed on the
American Stock Exchange (AMEX). 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.

                                       17
<PAGE>

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. We will continue to seek
acquisition opportunities where the properties have proven reserves, advanced
permitting in place and where exploration opportunities exist. We have three (3)
Letters of Intent that have been executed for properties that meet these
criteria. Contingent upon successful due diligence, we intend to complete these
acquisitions in the near term.

Current in-ground reported reserves total $598 million: Gold: $540 Million (1.35
Million oz.), Silver: $26 Million (3.7 Million oz.), and Copper: $32.5 Million
(25 Million lbs.). We intend 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 our properties including a
Bonanza potential discovery of 1 to 3 million additional ounces of gold. We are
committed to creating a high-quality portfolio of gold and other precious metals
producing assets to achieve substantial, long-term growth and cash flow.

RECENT FINANCING EVENTS

In February 2004, we completed a private placement for accredited private
investors for $332,500 (44 1/3 units). Units of $7,500 consisting of 10,000
shares of our restricted common stock, par value $.000666 and 5,000 warrants
exercisable at $1.00 for a one-year period. We have the right to redeem the
restricted shares from the investors within 120 days of the close of this
private placement at the same price paid by the investor. The investor, however,
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 was closed
on February 23, 2004.

On March 11, 2004, we closed a $10 million equity private placement brokered by
Merriman Curhan Ford & Co. of San Francisco, California. We received gross
proceeds from a group of institutional investors of $10 million from a private
placement of 21,739,129 shares of unregistered common stock at a negotiated
price of $0.46 per share. The investors also received warrants to purchase
5,813,953 shares of common stock at an exercise price of $0.86 per warrant
share, and will have a term of four years. Additionally, investors have the
option to invest an additional $5.0 million in a green shoe option. This
registration statement is registering all of the shares issued in the private
placement and all shares issuable in accordance with the warrants issued in the
private placement.

Use of Proceeds is as follows: $3,000,000 to accelerate the ramp up of existing
gold, silver and copper reserves into production; $3,000,000 to complete and
bring to production those acquisitions currently under executed Letters of
Intent; $2,000,000 for additional acquisitions, development and exploration and
$2,000,000 for working capital.

EMPLOYEES

We have four full-time employees at our executive office in Scottsdale, Arizona.
In addition, we have contracted two full-time managers to oversee the Plum
Mining project in Nevada (both managers are paid as consultants). We use
consultants with specific skills to assist with various aspects of our project
evaluation, due diligence and acquisition initiatives. Since the beginning of
2004, we have added five mining employees at the Plum project, all of whom are
leased through an employee leasing agency. We also use subcontractors in our
mining operations which involves approximately 20 people including a mining and
screening foreman.

Our corporate headquarters are located in Scottsdale, Arizona, where we lease
office space at 8585 E. Hartford Drive, Suite 400, Scottsdale, Arizona 85255.
Our telephone number is (480) 505-4040 and our telefax number is (480) 505-4044.

                                       18
<PAGE>

PRINCIPAL MARKETS

The products produced by us are sold on world markets at prices established by
market forces. These prices are not within our control.

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. We have obtained or have pending
applications for those licenses, permits or other authorizations currently
required to conduct our exploration and other programs. We believes that we are
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

We are generally 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 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 we 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, we 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

We compete 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 us.

We believe no single company has sufficient market power to affect the price or
supply of gold in the world market.

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.

                                       19
<PAGE>

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

We have 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, we 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 in the $400's per ounce and 5% if gold is
$500 or greater per ounce).

We have a second Mineral Exploration and Mining Lease Agreement with the Donovan
Silver Hills, LLC covering 13 unpatented mining claims at the Como property.
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,
we 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.

Within 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 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
within 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.

                                       20
<PAGE>

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. The remaining resources at Lucerne are
estimated at 1,150,000 tons, 850,000 of proven reserves and 300,000 of probable
reserves. Upon completion of current remodeling and developing a current mine
plan, most of this mineralization will be reclassified as Proven Mineable
Reserves.

The probable reserves lie underneath State Route 342 which is located on the
east crest of the Lucerne Pit. These probable reserves contain an indicated
grade of .05 opt Au (gold) and .7 opt AG (silver).

Mineralization in the Billie the Kid pit is known to extend beyond design
limits, into Lyon County. Extending exploration into this county would require
obtaining new permits, so a conscious decision has been made not to open
operations in Lyon County until the mine is in full operation. It is believed
that once the mine is generating revenue, exploration should be extended into
this area, and the necessary 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 Plum's 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.

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.

                                       21
<PAGE>

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 our purchase. This ore is
currently being agglomerated 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 $479 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 our 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. There are also approximately
3,000,000 tons of ore dumps and tailings from previous operations which lie on
top of the claims that might be suitable for recovery through a highly
efficient, fully self-contained process.

                                       22
<PAGE>

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 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
$345 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 $32.5 million.

MINERAL RESERVE SUMMARY

Current in-ground reported reserves total $598 million: Gold: $540 Million (1.35
Million oz.), Silver: $26 Million (3.7 Million oz.), and Copper: $32.5 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.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is currently traded on the OTC Bulletin Board under the symbol
"GSPG." We have applied to have our common stock listed on the American Stock
Exchange and we are waiting for approval. The following table sets forth the
high and low bid prices for our common stock since we commenced trading on
February 28, 2002.

                YEAR     QUARTER            HIGH         LOW

                2002     First              1.30         0.03
                2002     Second             0.65         0.20
                2002     Third              0.17         0.01
                2002     Fourth             0.05         0.02
                2003     First              1.05         0.06
                2003     Second             0.16         0.01
                2003     Third              0.49         0.05
                2003     Fourth             0.84         0.27
                2004     First              1.04         0.66

As of April 19, 2004, we had over 2,000 holders of record of our common stock.
That does not include the number of beneficial holders whose stock is held in
the name of broker-dealers or banks. Such shareholders of record held
194,992,911 shares of our common stock (this amount shall be reduced by 133,300
shares which represents the cancellation of shares issued in our February 2004
private placement that were not subscribed for).

The above quotations reflect the inter-dealer prices without retail mark-up,
mark-down or commissions and may not represent actual transactions.

                                       23
<PAGE>

                                    DIVIDENDS

We have never paid a cash dividend on our common stock. It is our present policy
to retain earnings, if any, to finance the development and growth of our
business. Accordingly, we do not anticipate that cash dividends will be paid
until our earnings and financial condition justify such dividends. There can be
no assurance that we can achieve such earnings.

                           PENNY STOCK CONSIDERATIONS

Trading in our securities is subject to the "penny stock" rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer. The additional burdens imposed upon
broker-dealers by such requirements may discourage broker-dealers from effecting
transactions in our securities, which could severely limit their market price
and liquidity of our securities. Broker-dealers who sell penny stocks to certain
types of investors are required to comply with the Commission's regulations
concerning the transfer of penny stocks. These regulations require
broker-dealers to:

- -    Make a suitability determination prior to selling a penny stock to the
     purchaser;

- -    Receive the purchaser's written consent to the transaction; and

- -    Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our common
stock and may affect your ability to resell our common stock.

                             DESCRIPTION OF PROPERTY

We presently lease approximately 1,350 square feet of office space located at
8585 E. Hartford Drive, Suite 400, Scottsdale, Arizona 85255. The lease
commenced on October 1, 2003 and terminates on September 30, 2004. We pay
$3,357.61 per month.

Our mining properties are described in the business section.

                                LEGAL PROCEEDINGS

We are not a party to any pending or threatened litigation and, to our
knowledge, no action, suit or proceeding has been threatened against our
officers or directors.

                                       24
<PAGE>


                                   MANAGEMENT

                        DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information about our executive officers and
directors.

NAME                                AGE     POSITION
- ----                                ---     --------

Stephen Bruce Parent                59      Chief Executive Officer and
                                            Chairman of the Board of Directors

John Francis Cook                   64      President

Robert Thomas Faber, CPA            44      Secretary and Chief Financial
                                            Officer

Leslie Lawrence Cahan               78      Director

Tony E. Applebaum, EA               38      Director, Audit Committee Member

Purnendu K. Rana Medhi              67      Director, Audit Committee Member

The following is a biographical summary of our directors and officers:

Steve Parent - Chief Executive Officer and Chairman of our Board of Directors:
Steve, our founder and recently named Chief Executive Officer and Chairman, 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. Steve was also the founder
and President, CEO of Aztech Environmental Industries, Inc prior to founding
Ecovery. Steve and his wife Judy filed for Chapter 13 Bankruptcy protection on
September 26, 2002. Pursuant to the Plan of Reorganization approved by the
court, full payments were made to all creditors in a timely manner and the
bankruptcy was fully discharged on March 5, 2004.

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.

                                       25
<PAGE>

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 - Director: 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, 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 - Director: 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.

EXECUTIVE COMPENSATION

The following table sets forth information concerning annual and long-term
compensation, on an annualized basis for the 2003 fiscal year, for our Chief
Executive Officer and for each of our other executive officers (the "Named
Executive Officers") whose compensation on an annualized basis is anticipated to
exceed $100,000 during fiscal 2003.

                                       26
<PAGE>

                           SUMMARY COMPENSATION TABLE

For the fiscal year ended December 31, 2003, we had no executive officers whose
total salary and bonus exceeded $100,000.

The table below sets forth summary information concerning the compensation
awarded to our officers in the year ended December 31, 2003.

   Name and Position            Salary            Bonus        Deferred Salary
   -----------------            ------             ----        ---------------
   Stephen Bruce Parent,
   Chairman and CEO            $35,000               0                    0

   John Francis Cook,
   President                         0               0                    0

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

For the fiscal years ended December 31, 2002 and 2001, no salaries were paid and
no grants of options or SAR grants given.

                                  STOCK OPTIONS

We did not grant stock options in 2003.

The following sets forth information with respect to stock options granted
during fiscal year 2003:

None.

The following sets forth information as to the number of shares of common stock
underlying unexercised stock options and the value of unexercised in-the-money
stock options projected at the 2003 fiscal year end:

None

Compensation of Directors: Standard Arrangements: The members of our Board of
Directors are reimbursed for actual expenses incurred in attending Board
meetings. They do not receive compensation for their services as directors.

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

Leslie L. Cahan, Director, through his wholly-owned company Harlesk Nevada, has
a consulting services agreement with us. Mr. Cahan receives a monthly retainer
of $5,000 for performing professional mining consulting services on an as-needed
basis.

With the exception of the consulting services agreements for Purnendu K. Rana
Medhi and Leslie L. Cahan described above, our officers and directors do not
have employment agreements or agreements relating to termination of employment
or change-in-control.

                                       27
<PAGE>


                             PRINCIPAL STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the 194,992,911 (this amount shall be reduced by 133,300 shares
which represents the cancellation of shares issued in our February 2004 private
placement that were not subscribed for) shares of our common stock as of April
21, 2004 by (i) each person who is known by us to be the beneficial owner of
more than five percent (5%) of our issued and outstanding shares of common
stock, (ii) each of our directors and executive officers, and (iii) all
directors and officers as a group.
<TABLE>
<CAPTION>
Title of Class   Name and Address (1) of Beneficial Owner  Position              Number of        Percent
                                                                                 Shares           of Class (2)
- ---------------- ----------------------------------------- --------------------- ---------------- -----------
<S>                                                                              <C>              <C>

Common           Steve Parent                              Chief Executive       45,962,750       23.6%
                                                           Officer and
                                                           Chairman of the
                                                           Board of Directors
- ---------------- ----------------------------------------- --------------------- ---------------- -----------
Common           Jubilee Investment Trust                  Not Applicable        39,600,000       20.3%
- ---------------- ----------------------------------------- --------------------- ---------------- -----------
Common           Leslie L. Cahan                           Director               9,000,000        4.6%
- ---------------- ----------------------------------------- --------------------- ---------------- -----------
Common           John Cook                                 President and          6,750,000        3.5%
                                                           Director
- ---------------- ----------------------------------------- --------------------- ---------------- -----------
Common           Robert T. Faber                           Secretary and Chief    1,990,000        1.0%
                                                           Financial Officer
- ---------------- ----------------------------------------- --------------------- ---------------- -----------

Common           All directors and officers as a group                           63,702,750       32.7%
                 (4)
</TABLE>

(1) The address of our executive officers and directors is the same as our
address: 8585 E. Hartford Dr., Suite 400, Scottsdale, AZ 85255

(2) Based on 194,992,911 (this amount shall be reduced by 133,300 shares which
represents the cancellation of shares issued in our February 2004 private
placement that were not subscribed for) shares issued and outstanding as of
April 19, 2004.

PREFERRED SHARES

As of April 21, 2004, we have 46,500 shares of our Preferred Convertible
Redeemable Shares issued and outstanding. Harlesk Nevada, Inc. owns all 46,500
shares. Leslie L. Cahan, our director, is the principal owner of Harlesk Nevada,
Inc. These shares were issued in exchange for the Spring Valley and Gold Canyon
placer gold claims that we acquired.

                              SELLING STOCKHOLDERS

The shares being offered for resale by the selling stockholders consist of the
total of 21,739,129 shares of our common stock, 10,869,575 shares of common
stock issuable in connection with conversion of A warrants, 10,869,575 shares of
common stock issuable in connection with conversion of Green Shoe Warrants and
211,666 shares of common stock issuable in connection with conversion of our
warrants issued in our recent private placement offering which closed on
February 23, 2004. None of the selling stockholders have and, within the past
three years have not had, any position, office or other material relationship
with us or any of our predecessors or affiliates.

                                       28
<PAGE>

The following table sets forth the name of the selling stockholders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of April 21, 2004 and the number of shares of common stock being offered by
the selling stockholders. The shares being offered hereby are being registered
to permit public secondary trading, and the selling stockholders may offer all
or part of the shares for resale from time to time. However, the selling
stockholders are under no obligation to sell all or any portion of such shares
nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.

<TABLE>
<CAPTION>

                                             Shares of      Percent of      Shares of                    Percent of
                                            common stock     common       common stock    Number of        shares
                                             owned prior   shares owned     to be sold    shares owned     owned
Name of selling                                to the      prior to the      in the       after the        after
stockholder                                   offering     offering (1)    offering(1)   offering(19)   offering(19)
- ----------------------------------          -----------    -----------    -----------    -----------     --------
<S>                                           <C>              <C>        <C>            <C>              <C>
Gamma Opportunity Capital Partners, LP (3)    1,630,435        .9%        1,630,435          -0-           0%
                                                    -0-         0%        1,630,436(2)       -0-           0%
Longview Fund LP (5)                          1,630,435        .9%        1,630,435          -0-           0%
                                                    -0-         0%        1,630,436(2)       -0-           0%
Longview Equity Fund, LP (5)                  2,445,652       1.4%        2,445,652          -0-           0%
                                                    -0-         0%        2,445,652(2)       -0-           0%
Longview International Equity Fund, LP (5)      815,217        .4%          815,217          -0-           0%
                                                    -0-         0%          815,218(2)       -0-           0%
Alpha Capital Aktiengesellschaft (4)          1,086,957        .6%        1,086,957          -0-           0%
                                                    -0-         0%        1,086,958(2)       -0-           0%
Capital Ventures International (6)            2,173,913       1.3%        2,173,913          -0-           0%
                                                    -0-         0%        2,173,914(2)       -0-           0%
Portside Growth and Opportunity Fund (7)        543,478        .3%          543,478          -0-           0%
                                                    -0-         0%          543,478(2)       -0-           0%
Enable Growth Partners L.P. (8)                 434,783        .3%          434,783          -0-           0%
                                                    -0-         0%          434,784(2)       -0-           0%
Whalehaven Funds Limited (9)                    326,087        .2%          326,087          -0-           0%
                                                    -0-         0%          326,088(2)       -0-           0%
Stonestreet Limited Partnership (10)            760,870        .4%          760,870          -0-           0%
                                                    -0-         0%          760,870(2)       -0-           0%
Smithfield Fiduciary LLC (11)                   543,478        .3%          543,478          -0-           0%
                                                    -0-         0%          543,478(2)       -0-           0%
TCMP3 Partners LLP (12)                         217,391        .1%          217,391          -0-           0%
                                                    -0-         0%          217,392(2)       -0-           0%
Bristol Investment Fund, Ltd. (13)              652,174        .4%          652,174          -0-           0%
                                                    -0-         0%          652,174(2)       -0-           0%
Vertical Ventures, LLC (14)                     543,478        .3%          543,478          -0-           0%
                                                    -0-         0%          543,478(2)       -0-           0%
Merriman Curhan Ford Corporation (15)           272,826        .2%          272,826          -0-           0%
                                                    -0-         0%          272,826(2)       -0-           0%
A. Tod Hindin                                   108,696        .1%          108,696          -0-           0%
                                                    -0-         0%          108,696(2)       -0-           0%
Kenneth R. Werner Revocable Trust               108,696        .1%          108,696          -0-           0%
                                                    -0-         0%          108,696(2)       -0-           0%
Thomas P. O'Shea, Jr                             65,217        .1%           65,217          -0-           0%
                                                    -0-         0%           65,218(2)       -0-           0%
D. Jonathan Merriman                             65,217        .1%           65,217          -0-           0%
                                                    -0-         0%           65,218(2)       -0-           0%
Brock Ganeles                                    54,348        .1%           54,348          -0-           0%
                                                    -0-         0%           54,348(2)       -0-           0%
Elise Stern                                      54,348        .1%           54,348          -0-           0%
                                                    -0-         0%           54,348(2)       -0-           0%
Craig E. Sultan                                  54,348        .1%           54,348          -0-           0%
                                                    -0-         0%           54,348(2)       -0-           0%
Carl Frankson                                    54,348        .1%           54,348          -0-           0%
                                                    -0-         0%           54,348(2)       -0-           0%
Jon M. Plexico                                   43,478        .1%           43,478          -0-           0%


                                       29
<PAGE>

                                                    -0-         0%           43,478(2)       -0-           0%
Pete Marcil                                      43,478        .1%           43,478          -0-           0%
                                                    -0-         0%           43,478(2)       -0-           0%
David Bain                                       43,478        .1%           43,478          -0-           0%
                                                    -0-         0%           43,478(2)       -0-           0%
Steven R. Sarracino                              42,391        .1%           42,391          -0-           0%
                                                    -0-         0%           42,392(2)       -0-           0%
Gregory S. Curhan                                21,739        .1%           21,739          -0-           0%
                                                    -0-         0%           21,740(2)       -0-           0%
John Hiestand                                    21,739        .1%           21,739          -0-           0%
                                                    -0-         0%           21,740(2)       -0-           0%
Robert E. Ford                                   21,739        .1%           21,739          -0-           0%
                                                    -0-         0%           21,740(2)       -0-           0%
Eric Wold                                        21,739        .1%           21,739          -0-           0%
                                                    -0-         0%           21,740(2)       -0-           0%
Christopher Aguilar                              21,739        .1%           21,739          -0-           0%
                                                    -0-         0%           21,740(2)       -0-           0%
Peter A. Blackwood                               21,739        .1%           21,739          -0-           0%
                                                    -0-         0%           21,740(2)       -0-           0%
Genesis Microcap Inc. (16)                      217,391        .1%          217,391          -0-           0%
                                                    -0-         0%          217,392(2)       -0-           0%
John V. Winfield                              1,630,435        .9%        1,630,435          -0-           0%
                                                    -0-         0%        1,630,436(2)       -0-           0%
John V. Winfield IRA-1                        1,086,957        .6%        1,086,957          -0-           0%
                                                    -0-         0%        1,086,958(2)       -0-           0%
John V. Winfield IRA-2                          543,478        .3%          543,478          -0-           0%
                                                    -0-         0%          543,478(2)       -0-           0%
Santa Fe Financial Corp. (17)                   543,478        .3%          543,478          -0-           0%
                                                    -0-         0%          543,478(2)       -0-           0%
Portsmouth Square, Inc. (17)                    543,478        .3%          543,478          -0-           0%
                                                    -0-         0%          543,478(2)       -0-           0%
Intergroup Corp. (17)                         2,173,913       1.3%        2,173,913          -0-           0%
                                                    -0-         0%        2,173,914(2)       -0-           0%
Erik Franklin                                    54,348        .1%           54,348          -0-           0%
                                                    -0-         0%           54,348(2)       -0-           0%
Joanne T. Becker InterVivos Trust                20,000        .1%           10,000(18)   20,000          .1%
Charles and Genevieve Holmes                     10,000        .1%            5,000(18)   10,000          .1%
Rodney Mayberry                                  20,000        .1%           10,000(18)   20,000          .1%
Gerald Jenkins                                   10,000        .1%            5,000(18)   10,000          .1%
Isaac and Donna Ward                             20,000        .1%           10,000(18)   20,000          .1%
David Salari                                     10,000        .1%            5,000(18)   10,000          .1%
Alan Ward                                        10,000        .1%            5,000(18)   10,000          .1%
John Wilkins                                     10,000        .1%            5,000(18)   10,000          .1%
Thomas and Barbara Worthen                       10,000        .1%            5,000(18)   10,000          .1%
Mark and Jennifer Ward                          193,333        .1%           96,666(18)  193,333          .1%
Gordon Randy Lane                               100,000        .1%           50,000(18)  100,000          .1%
Lisa Boksenbaum (20)                             10,000        .1%            5,000(18)   10,000          .1%
</TABLE>

(1)  The percentage of shares is based on 194,992,911 (this amount shall be
     reduced by 133,300 shares which represents the cancellation of shares
     issued in our February 2004 private placement that were not subscribed
     for)shares issued and outstanding as of April 19, 2004.
(2)  Consists of A Warrants and Green Shoe Warrants.
(3)  Gamma Capital Advisors, Ltd., an Anguilla, British West Indies company, is
     the general partner to the stockholder Gamma Opportunity Capital Partners,
     LP, a Cayman Islands registered limited partnership, with the power to vote
     and dispose of the common shares being registered on behalf of the
     stockholder. As such, Gamma Capital Advisors, Ltd. may be deemed the
     beneficial owner of said shares. Christopher Rossman and Jonathan P.
     Knight, PhD are the Directors to Gamma Capital Advisors, Ltd., each
     possessing the power to act on its behalf. Gamma Capital Advisors, Ltd.,
     Christopher Rossman and Jonathan P. Knight, PhD each disclaim beneficial
     ownership of the shares of common stock being registered hereto.
(4)  Konrad Ackerman is a representative of, and makes investment decisions for,
     Alpha Capital Aktiengellschaft.
(5)  S. Michael Rudolph is a representative of, and makes investment decisions
     for, Longview Fund LP, Longview Equity Fund, LP and Longview International
     Equity Fund, LP.
(6)  Mike Mollen is a representative of, and makes investment decisions for,
     Capital Ventures International.


                                       30
<PAGE>

(7)  Nancy Wu is a representative of, and makes investment decisions for,
     Portside Growth and Opportunity Funds.
(8)  Mitchell Levine is a representative of, and makes investment decisions for,
     Enable Growth Partners L.P.
(9)  Michael Finkelstein is a representative of, and makes investment decisions
     for, Whalehaven Funds Limited.
(10) Michael Finkelstein is a representative of, and makes investment decisions
     for, Stonestreet Limited Partnership.
(11) Adam Chill is a representative of, and makes investment decisions for,
     Smithfield Fiduciary LLC.
(12) Walter Schenker is a representative of, and makes investment decisions for,
     TCMP3 Partners LLP.
(13) Paul Kessler is a representative of, and makes investment decisions for,
     Bristol Investment Fund, Ltd.
(14) Josh Silverman is a representative of, and makes investment decisions for,
     Vertical Ventures, LLC.
(15) John Hiestad is a representative of, and makes investment decisions for,
     Merriman Curhan Ford Corporation.
(16) Lawrence S. Gibbons is a representative of, and makes investment decisions
     for, Genesis Microcap Inc.
(17) John V. Winfield is a representative of, and makes investment decisions
     for, Santa Fe Financial Corp., Portsmouth Square, Inc. and Intergroup Corp.
(18) This amount is for the registration of shares underlying the warrants held
     by this person. This amount is not included in the category "Shares of
     common stock owned prior to the offering." This chart assumes that such
     shares will still be held by the shareholder after the offering.
(19) Assumes that all of the shares of common stock being registered (including
     the shares of common stock issuable in connection with our A Warrants,
     Green Shoe Warrants and warrants issued in our recent private placement
     offering which closed February 23, 2004) in this prospectus are sold and
     no other shares of common stock are sold during the offering period.
(20) Lisa Boksenbaum is our employee.

                              PLAN OF DISTRIBUTION

All of the stock owned by the selling security holders will be registered by the
registration statement of which this prospectus is a part. The selling security
holders may sell some or all of their shares immediately after they are
registered. The selling security holders shares may be sold or distributed from
time to time by the selling stockholders or by pledgees, donees or transferees
of, or successors in interest to, the selling stockholders, directly to one or
more purchasers (including pledgees) or through brokers, dealers or underwriters
who may act solely as agents or may acquire shares as principals, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices, at negotiated prices or at fixed prices, which may be changed.
The distribution of the shares may be effected in one or more of the following
methods:

o    ordinary brokers transactions, which may include long or short sales,

o    transactions involving cross or block trades on any securities or market
     where our common stock is trading,

o    purchases by brokers, dealers or underwriters as principal and resale by
     such purchasers for their own accounts pursuant to this prospectus, "at the
     market" to or through market makers or into an existing market for the
     common stock,

o    in other ways not involving market makers or established trading markets,
     including direct sales to purchasers or sales effected through agents,

o    through transactions in options, swaps or other derivatives (whether
     exchange listed or otherwise), or

o    any combination of the foregoing, or by any other legally available means.

                                       31
<PAGE>

In addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales, if short sales were permitted, of
shares in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also enter into option or other
transactions with broker-dealers that require the delivery by such
broker-dealers of the shares, which shares may be resold thereafter pursuant to
this prospectus.

Brokers, dealers, underwriters or agents participating in the distribution of
the shares may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders and/or the purchasers of shares for
whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of
customary commissions). The selling stockholders and any broker-dealers acting
in connection with the sale of the shares hereunder may be deemed to be
underwriters within the meaning of Section 2(11) of the Securities Act of 1933,
and any commissions received by them and any profit realized by them on the
resale of shares as principals may be deemed underwriting compensation under the
Securities Act of 1933. Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer,
underwriter or agent relating to the sale or distribution of the shares.

We will not receive any proceeds from the sale of the shares of the selling
security holders pursuant to this prospectus. We have agreed to bear the
expenses of the registration of the shares, including legal and accounting fees,
and such expenses are estimated to be approximately $75,000.

We have informed the selling stockholders that certain anti-manipulative rules
contained in Regulation M under the Securities Exchange Act of 1934 may apply to
their sales in the market and have furnished the selling stockholders with a
copy of such rules and have informed them of the need for delivery of copies of
this prospectus. The selling stockholders may also use Rule 144 under the
Securities Act of 1933 to sell the shares if they meet the criteria and conform
to the requirements of such rule.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                            DESCRIPTION OF SECURITIES

The following is a summary description of our capital stock and certain
provisions of our certificate of incorporation and by-laws, copies of which have
been incorporated by reference as exhibits to the registration statement of
which this prospectus forms a part. The following discussion is qualified in its
entirety by reference to such exhibits.

GENERAL

Our authorized capital stock consists of 500,000,000 shares of common stock,
$.000666 par value per share and 150,000 shares of Convertible Redeemable
Preferred Stock, $100 par value.

COMMON STOCK. As of April 19, 2004, 194,992,911 shares (this amount shall be
reduced by 133,300 shares which represents the cancellation of shares issued in
our February 2004 private placement that were not subscribed for) of $.000666
par value common stock were issued and outstanding. Holders of common stock are
entitled to one vote for each share of common stock owned of record on all
matters to be voted on by stockholders, including the election of directors. The
holders of common stock are entitled to receive such dividends, if any, as may
be declared from time to time by the Board of Directors, in its discretion, from
funds legally available. The common stock has no preemptive or other
subscription rights, and there are no conversion rights or redemption
provisions. All outstanding shares of common stock are validly issued, fully
paid and non-assessable.

                                       32
<PAGE>

PREFERRED STOCK. As of April 19, 2004, 46,500 shares of $100 par value
convertible redeemable preferred stock were issued and outstanding. The shares
of preferred stock do not have voting power until converted into shares of
common stock. The preferred stock was authorized for the purpose of converting
net operating production revenue debt obligations, created pursuant to
individual separate acquisition agreements to assets through instruments
offering both liquidity and profit participation from our operations. On July
12, 2003, we issued 46,500 shares to Harlesk Nevada, Inc. in exchange for the
Spring Valley and Gold Canyon placer gold claims. The preferred shares are
secured by 20% of the net operating production revenue stream from the Spring
Valley and Gold Canyon placer gold claims. The preferred shares are redeemable
at face value ($100) plus a 3% coupon, from 20% of the net operating proceeds
from production revenues derived from gold, silver, cooper and sand and gravel
sales from the Spring Valley and Gold Canyon placer gold claims. Redemption
shall commence on the earlier of the sixth 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 quarterly in
arrears. The preferred shares are convertible into shares of our common stock
after the first anniversary of issuance. The conversion price is determined by
the average market value of the shares of our common stock for the 30 days prior
to conversion, less a 15% discount. Conversion is further limited to a maximum
of 2 quarterly redemption payments with 30 days prior notice in advance of the
next payment date. Upon conversion, common shares issued shall be restricted in
accordance with Rule 144 of the 1933 Securities Act.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

During the two most recent fiscal years ended December 31, 2003, there have been
no disagreements with Jewett, Schwartz & Associates, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.

                                 TRANSFER AGENT

The Transfer Agent and Registrar for our common stock is Corporate Stock
Transfer, 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Its
telephone number is (303) 282-4800.


                                     EXPERTS

The financial statements included in this prospectus have been audited by
Jewett, Schwartz & Associates, independent auditors, as stated in their report
appearing herein and elsewhere in the registration statement (which report
expresses an unqualified opinion and includes an explanatory paragraph referring
to our recurring losses from operations which raise substantial doubt about our
ability to continue as a going concern), and have been so included in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

                                  LEGAL MATTERS

The validity of our common shares offered will be passed upon for us by Anslow &
Jaclin, LLP, Manalapan, New Jersey 07726.


                                       33
<PAGE>

                              FINANCIAL STATEMENTS
                                GOLDSPRING, INC.


                                Table of Contents
<TABLE>

<S>                                                                                          <C>
 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

</TABLE>


<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.





JEWETT, SCHWARTZ & ASSOCIATES

HOLLYWOOD, Florida,
March 12, 2004.

                                      F-2


<PAGE>


                      GOLDSPRING, INC. f/k/a VISATOR, INC.
                           CONSOLIDATED BALANCE SHEET

                             As of December 31, 2003

                                     ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS:
<S>                                                                                       <C>
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 PROPERITIES, NET
            Mineral Properties                                                                      6,249,556
            Plant and equipment                                                                       850,453
                                                                                          -------------------

              TOTAL PROPERTY AND EQUIPMENT                                                          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
                                                                                          ===================

</TABLE>


        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,
<TABLE>
<CAPTION>
                                                                                 2003                     2002
                                                                         ----------------------    -------------------

<S>                                                                               <C>                  <C>
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
                                                                         ----------------------    -------------------

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)
                                                                         ======================    ===================

</TABLE>


        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 Redeemeble Preferred Stock               Common Stock
                                                    150,000 shares authorized               500,000,000 shares authorized
                                                    -------------------------               -----------------------------
                                                    Shares           Par Value          Shares         Par Value           Stock
                                                    Issued          $100 per share      Issued     $.000666 per share    Subscribed
                                                    ------          --------------      ------     ------------------    ----------
<S>                                               <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                                                 726,932              484
services

Twenty-five to one reverse stock split                                               (24,008,527)         (15,990)

Shares issued in exchange for consulting                                              18,500,000           12,321
services

Shares issued and reacquired
  as treasury stock                                                                   79,500,000           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


Quasi-reorganization

Retirement of common stock                                                           (79,500,000)         (52,947)         (52,947)

Common stock issued for acquisitions of plant,                                        91,523,149           60,954
equipment and mining interests

Common stock issued for consulting services                                           24,289,000           16,176

Common stock retired                                                                     (11,735)              (8)

Convertible Redeemable Preferred stock issued           46,500        4,650,000
for mining claim

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>

                                                    Common            Treasury
                                                     Stock             Stock          Additional        Treasury
                                                  Subscription     Subscription        Paid-In           Stock         Accumulated
                                                   Receivable         Payable          Capital          (at cost)        Deficit
                                                  ------------     ------------      -----------       ----------     ------------
<S>                                               <C>              <C>              <C>                <C>            <C>
BALANCE - DECEMBER 31, 2001                       $         --     $         --     $    317,428       $       --     $   (491,844)


Eleven for one forward stock split                                                       (14,702)

Shares issued in exchange for consulting                                                  22,794
services

Twenty-five to one reverse stock split                                                    15,990
Shares issued in exchange for consulting                                              18,672,679
services

Shares issued and reacquired
  as treasury stock                                    (52,947)         (20,000)         (52,947)         (20,000)


Shares surrendered to treasury and retired                                           (16,654,011)

Shares issuable for cancellation of
  Stockholder debt                                                                       203,196


Net loss for the period January 1, 2002
  Through December 31, 2002                                                                                                (78,929)
                                                  ------------     ------------      -----------       ----------     ------------

BALANCE - DECEMBER 31, 2002                       $    (52,947)    $     20,000     $  2,510,427       $  (20,000)    $   (570,773)


Quasi-reorganization                                                                    (570,773)                          570,773

Retirement of common stock                              52,947          (20,000)          52,947           20,000

Common stock issued for acquisitions of plant,
equipment and mining interests                                                         9,280,045

Common stock issued for consulting services                                            2,103,954

Common stock retired
Convertible Redeemable Preferred stock issued
for mining claim

Issuance of common stock                                                               1,885,366

Stock dividend                                                                           (10,408)

Consulting fees incurred

Net Loss                                                                                                                (3,705,019)
                                                  ------------     ------------      -----------       ----------     ------------

BALANCE - DECEMBER 31, 2003                       $         --     $         --     $ 15,251,558       $       --     $ (3,705,019)
                                                  ============     ============      ===========       ==========     ============
</TABLE>
<TABLE>
<CAPTION>

                                                    Deferred
                                                   Consulting
                                                     Fees              Total
                                                  ------------     ------------
<S>                                               <C>              <C>
BALANCE - DECEMBER 31, 2001                       $         --     $   (172,944)


Eleven for one forward stock split                                           --

Shares issued in exchange for consulting               (23,278)              --
services

Twenty-five to one reverse stock split                                       --

Shares issued in exchange for consulting           (18,685,000)              --
services

Shares issued and reacquired
  as treasury stock                                                          --

Shares surrendered to treasury and retired          16,665,000               --

Shares issuable for cancellation of
  Stockholder debt                                                      203,994

Net loss for the period January 1, 2002
  Through December 31, 2002                                             (78,929)
                                                  ------------     ------------

BALANCE - DECEMBER 31, 2002                       $ (2,043,278)    $    (47,879)

Quasi-reorganization                                                         --

Retirement of common stock                                                   --

Common stock issued for acquisitions of plant,                        9,340,999
equipment and mining interests

Common stock issued for consulting services                           2,120,130

Common stock retired                                                         (8)

Convertible Redeemable Preferred stock issued
for mining claim                                                      4,650,000

Issuance of common stock                                              1,910,008

Stock dividend                                                               --

Consulting fees incurred                             2,043,278        2,043,278

Net Loss                                                             (3,705,019)
                                                  ------------     ------------
BALANCE - DECEMBER 31, 2003                       $         --     $ 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
                                                                                      --------------------------------------
Cash flows from operating activities
<S>                                                                                        <C>               <C>
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 (See Note M)                     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 enterprises made up 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
attributable to 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-lived
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, mining 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 over the 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 activity 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
StockBased  Compensation",  established  accounting and disclosure  requirements
using  a   fairvalue-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 BlackScholes 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
<TABLE>
<CAPTION>
                                                              December 31, 2003
                                     ===========================================================
                                                                Accumulated
                                                                Amortization
                                                                 and Write
                                            Cost                   downs                Net
                                     ----------------       --------------      ----------------

MINERAL PROPERTIES:
<S>                                  <C>                    <C>                 <C>
     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
                                     ================       ==============      ================
</TABLE>
<TABLE>
<CAPTION>

                                                              December 31, 2003
                                     ===========================================================
                                                          Exploration / Permit
                                     Acquisition Cost            Cost                   Net
                                     ----------------       --------------      ----------------

MINERAL PROPERTIES:
<S>                                  <C>                    <C>                 <C>
    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
                                     ================       ==============      ================
</TABLE>



                                      -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:
<TABLE>
<CAPTION>
                                                             Accumulated
                                                             Depreciation
                                                                and
                                            Cost             Write-Downs                Net
                                        ---------           ------------        ----------------
<S>                                     <C>                 <C>                 <C>
    Gold Properties                     $ 845,953           $         -         $        845,953
    Corporate                               4,500                     -                    4,500
                                        ---------           -----------         ----------------

                                        $ 850,453           $         -         $        850,453
                                        =========           ===========         ================
</TABLE>


                                     -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; payable 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) aggregating $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

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 StockBased 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 shares that 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 - INCOME 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 of $332,500 (44 1/3 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 remained open for 10 business days 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>

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

                         NOTES TO FINANCIAL STATEMENTS

                     Years ended December 31, 2003 and 2002

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>

                                GOLDSPRING, INC.

            21,739,129 SELLING SECURITY HOLDER SHARES OF COMMON STOCK
         10,869,575 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                            CONVERSION OF A WARRANTS
          10,869,575 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                        CONVERSION OF GREEN SHOE WARRANTS
           211,666 SHARES OF COMMON STOCK ISSUABLE IN CONNECTION WITH
                             CONVERSION OF WARRANTS

                                   PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON
STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.

                                     , 2004

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses will
be borne by the registrant; none shall be borne by any selling stockholders.

Securities and Exchange
Commission registration fee         $ 3,663
Legal fees and expenses (1)         $50,000
Accounting fees and expenses (1)    $10,000
Miscellaneous and Printing fees(1)  $ 2,500
                                    -------
Total (1)                           $66,163

(1) Estimated.

                                      II-1

<PAGE>

ITEM 14. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

Section 607.0850 of the Florida Statutes provides for the indemnification of
officers, directors, employees, and agents. A corporation shall have power to
indemnify any person who was or is a party to any proceeding (other than an
action by, or in the right of, the corporation), by reason of the fact that he
or she is or was a director, officer, employee, or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise against liability incurred in connection with such proceeding,
including any appeal thereof, if he or she acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any proceeding by judgment, order, settlement, or conviction or upon a plea of
nolo contendere or its equivalent shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

We have agreed to indemnify each of our directors and certain officers against
certain liabilities, including liabilities under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On March 22, 2004, we issued a total of 21,739,129 shares of our common stock to
the following investors. Our shares were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares. All of the above
issuances of shares of our common stock qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuance of such shares by us did
not involve a public offering. These investors represented that they were
accredited investors and had access to information normally provided in a
prospectus regarding us. The offering was not a "public offering" as defined in
Section 4(2) due to the insubstantial number of persons involved in the deal,
size of the offering, manner of the offering and number of shares offered. We
did not undertake an offering in which we sold a high number of shares to a high
number of investors. In addition, these investors had the necessary investment
intent as required by Section 4(2) since they agreed to and received share
certificates bearing legends stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for the above transaction.

                                      II-2

<PAGE>

Gamma Opportunity Capital Partners, LP                        1,630,435
Longview Fund LP                                              1,630,435
Longview Equity Fund, LP (5)                                  2,445,652
Longview International Equity Fund, LP (5)                      815,217
Alpha Capital Aktiengesellschaft (4)                          1,086,957
Capital Ventures International (6)                            2,173,913
Portside Growth and Opportunity Fund (7)                        543,478
Enable Growth Partners L.P. (8)                                 434,783
Whalehaven Funds Limited (9)                                    326,087
Stonestreet Limited Partnership (10)                            760,870
Smithfield Fiduciary LLC (11)                                   543,478
TCMP3 Partners LLP (12)                                         217,391
Bristol Investment Fund, Ltd. (13)                              652,174
Vertical Ventures, LLC (14)                                     543,478
Merriman Curhan Ford Corporation (15)                           272,826
A. Tod Hindin                                                   108,696
Kenneth R. Werner Revocable Trust                               108,696
Thomas P. O'Shea, Jr                                             65,217
D. Jonathan Merriman                                             65,217
Brock Ganeles                                                    54,348
Elise Stern                                                      54,348
Craig E. Sultan                                                  54,348
Carl Frankson                                                    54,348
Jon M. Plexico                                                   43,478
Pete Marcil                                                      43,478
David Bain                                                       43,478
Steven R. Sarracino                                              42,391
Gregory S. Curhan                                                21,739
John Hiestand                                                    21,739
Robert E. Ford                                                   21,739
Eric Wold                                                        21,739
Christopher Aguilar                                              21,739
Peter A. Blackwood                                               21,739
Genesis Microcap Inc. (16)                                      217,391
John V. Winfield                                              1,630,435
John V. Winfield IRA-1                                        1,086,957
John V. Winfield IRA-2                                          543,478
Santa Fe Financial Corp. (17)                                   543,478
Portsmouth Square, Inc. (17)                                    543,478
Intergroup Corp. (17)                                         2,173,913
Erik Franklin                                                    54,348

                                      II-3

<PAGE>

In February 2004, we issued a total of 443,333 shares of our common stock to the
following investors. Our shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares. All of the above
issuances of shares of our common stock qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuance of such shares by us did
not involve a public offering. These investors represented that they were
accredited investors and had access to information normally provided in a
prospectus regarding us. The offering was not a "public offering" as defined in
Section 4(2) due to the insubstantial number of persons involved in the deal,
size of the offering, manner of the offering and number of shares offered. We
did not undertake an offering in which we sold a high number of shares to a high
number of investors. In addition, these investors had the necessary investment
intent as required by Section 4(2) since they agreed to and received share
certificates bearing legends stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for the above transaction.

Joanne T. Becker InterVivos Trust                     20,000
Charles and Genevieve Holmes                          10,000
Rodney Mayberry                                       20,000
Gerald Jenkins                                        10,000
Isaac and Donna Ward                                  20,000
David Salari                                          10,000
Alan Ward                                             10,000
John Wilkins                                          10,000
Thomas and Barbara Worthen                            10,000
Mark and Jennifer Ward                               193,333
Gordon Randy Lane                                    100,000
Robert Faber                                          10,000
Stephen Parent                                        10,000
Lisa Boksenbaum                                       10,000

On January 12, 2004, we issued a total of 50,000 shares to Pernendu K. Rana
Medhi pursuant to a consulting agreement. Our shares were issued in reliance on
the exemption from registration provided by Section 4(2) of the Securities Act
of 1933. No commissions were paid for the issuance of such shares. These
issuances of shares of our common stock qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuance of such shares by us did
not involve a public offering. The offering was not a "public offering" as
defined in Section 4(2) due to the insubstantial number of persons involved in
the deal, size of the offering, manner of the offering and number of shares
offered. We did not undertake an offering in which we sold a high number of
shares to a high number of investors. In addition, Mr. Medhi had the necessary
investment intent as required by Section 4(2) since he agreed to and received
share certificates bearing legends stating that such shares are restricted
pursuant to Rule 144 of the 1933 Securities Act. These restrictions ensure that
these shares would not be immediately redistributed into the market and
therefore not be part of a "public offering." Based on an analysis of the above
factors, we have met the requirements to qualify for exemption under Section
4(2) of the Securities Act of 1933 for the above transaction.

On November 11, 2003, we issued 64,486 shares to Jeffrey Jolcover for the
purchase of the water rights with the Plum Mining acquisition. Our shares were
issued in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933. No commissions were paid for the issuance of such
shares. These issuances of shares of our common stock qualified for exemption
under Section 4(2) of the Securities Act of 1933 since the issuance of such
shares by us did not involve a public offering. The offering was not a "public
offering" as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
shares offered. We did not undertake an offering in which we sold a high number
of shares to a high number of investors. In addition, Mr. Jolcover had the
necessary investment intent as required by Section 4(2) since he agreed to and
received share certificates bearing legends stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for the above transaction.

                                      II-4

<PAGE>

On November 6, 2003, we issued a total of 64,486 shares to Scott Jolcover for
the purchase of the water rights with the Plum Mining acquisition. Our shares
were issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933. No commissions were paid for the issuance of
such shares. These issuances of shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance of
such shares by us did not involve a public offering. The offering was not a
"public offering" as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of shares offered. We did not undertake an offering in which we sold a
high number of shares to a high number of investors. In addition, Mr. Jolcover
had the necessary investment intent as required by Section 4(2) since he agreed
to and received share certificates bearing legends stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for the above transaction.

On November 6, 2003, we issued 594,177 shares to acquire The Plum Mining Company
LLC. The W. Hughes Brockbank Living Trust was issued 534,759 restricted common
shares and Scott Jolcover was issued 59,418 restricted common shares. Our shares
were issued in reliance on the exemption from registration provided by Section
4(2) of the Securities Act of 1933. No commissions were paid for the issuance of
such shares. These issuances of shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance of
such shares by us did not involve a public offering. The offering was not a
"public offering" as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of shares offered. We did not undertake an offering in which we sold a
high number of shares to a high number of investors. In addition, W. Hughes
Brockbank Living Trust and Scott Jolcover had the necessary investment intent as
required by Section 4(2) since it agreed to and received share certificates
bearing legends stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These restrictions ensure that these shares would not
be immediately redistributed into the market and therefore not be part of a
"public offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On September 16, 2003 we issued a total of 38,000,000 shares to the following
investors: Jubilee Investment Trust PLC-36,000,000 shares; Mark D. Ward &
Jennifer H. Ward-1,000,000 shares; Terry Plummer-800,000 shares; and Jerrie w.
Gasch-200,000 shares. Our shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares. These issuances of shares
of our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance of such shares by us did not involve a public
offering. These investors represented that they were accredited investors and
had access to information normally provided in a prospectus regarding us. The
offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the deal, size of the offering,
manner of the offering and number of shares offered. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, these shareholders had the necessary investment intent as required
by Section 4(2) since they agreed to and received share certificates bearing
legends stating that such shares are restricted pursuant to Rule 144 of the 1933
Securities Act. These restrictions ensure that these shares would not be
immediately redistributed into the market and therefore not be part of a "public
offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On August 21, 2003, we issued 39,000 shares to Frederick L. Conquest for
services rendered to us and on September 16, 2003 we issued an additional 50,000
shares to Frederick L. Conquest for services rendered to us. Our shares were
issued in reliance on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933. No commissions were paid for the issuance of such
shares. These issuances of shares of our common stock qualified for exemption
under Section 4(2) of the Securities Act of 1933 since the issuance of such
shares by us did not involve a public offering. The offering was not a "public
offering" as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
shares offered. We did not undertake an offering in which we sold a high number
of shares to a high number of investors. In addition, Mr. Conquest had the
necessary investment intent as required by Section 4(2) since he agreed to and
received share certificates bearing legends stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. These restrictions
ensure that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for the above transaction.

                                      II-5

<PAGE>

On June 24, 2003, we erroneously issued 10,000,000 shares to Antonio Treminio.
Such shares were subsequently returned to us by mutual consent of both us and
Mr. Treminio and were cancelled.

On March 24, 2003, we issued 509,460 shares to Sylvio Martini for the
cancellation of debt to us and 677,533 shares to Antonio Treminio for the
cancellation of debt to us. Our shares were issued in reliance on the exemption
from registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares. These issuances of shares
of our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance of such shares by us did not involve a public
offering. The offering was not a "public offering" as defined in Section 4(2)
due to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Mr. Treminio and Martini had the necessary investment
intent as required by Section 4(2) since they agreed to and received share
certificates bearing legends stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for the above transaction.

Effective March 11, 2003 we issued 90,000,000 shares to Ecovery, Inc. pursuant
to an Agreement and Plan of Reorganization. Our shares were issued in reliance
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933. No commissions were paid for the issuance of such shares. These
issuances of shares of our common stock qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuance of such shares by us did
not involve a public offering. Ecovery represented that it was an accredited
investor and had access to information normally provided in a prospectus
regarding us. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, size of
the offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Ecovery had the necessary investment intent as
required by Section 4(2) since it agreed to and received a share certificate
bearing legends stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These restrictions ensure that these shares would not
be immediately redistributed into the market and therefore not be part of a
"public offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On December 20, 2002 we issued 79,500,000 shares to ARN Invest ApS pursuant to a
Stock Purchase Agreement and Share Exchange. Our shares were issued in reliance
on the exemption from registration provided by Section 4(2) of the Securities
Act of 1933. No commissions were paid for the issuance of such shares. These
issuances of shares of our common stock qualified for exemption under Section
4(2) of the Securities Act of 1933 since the issuance of such shares by us did
not involve a public offering. ARN Invest Aps represented that it was an
accredited investor and had access to information normally provided in a
prospectus regarding us. The offering was not a "public offering" as defined in
Section 4(2) due to the insubstantial number of persons involved in the deal,
size of the offering, manner of the offering and number of shares offered. We
did not undertake an offering in which we sold a high number of shares to a high
number of investors. In addition, ARN Invest Aps had the necessary investment
intent as required by Section 4(2) since it agreed to and received a share
certificate bearing legends stating that such shares are restricted pursuant to
Rule 144 of the 1933 Securities Act. These restrictions ensure that these shares
would not be immediately redistributed into the market and therefore not be part
of a "public offering." Based on an analysis of the above factors, we have met
the requirements to qualify for exemption under Section 4(2) of the Securities
Act of 1933 for the above transaction. These shares were subsequently returned
to us and cancelled when the Agreement was deemed null and void.

                                      II-6

<PAGE>

On December 5, 2002, we issued 2,009 shares to Keith Richardson as a settlement
with Mr. Richardson. Our shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares. These issuances of shares
of our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance of such shares by us did not involve a public
offering. The offering was not a "public offering" as defined in Section 4(2)
due to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Mr. Richardson had the necessary investment intent as
required by Section 4(2) since he agreed to and received share certificates
bearing legends stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These restrictions ensure that these shares would not
be immediately redistributed into the market and therefore not be part of a
"public offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for the above transaction.

On October 20, 2002, we issued 754,000 shares to Stanley Medinger for services
rendered to us. Our shares were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933. No
commissions were paid for the issuance of such shares. These issuances of shares
of our common stock qualified for exemption under Section 4(2) of the Securities
Act of 1933 since the issuance of such shares by us did not involve a public
offering. The offering was not a "public offering" as defined in Section 4(2)
due to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of shares offered. We did not
undertake an offering in which we sold a high number of shares to a high number
of investors. In addition, Mr. Merdinger had the necessary investment intent as
required by Section 4(2) since he agreed to and received share certificates
bearing legends stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These restrictions ensure that these shares would not
be immediately redistributed into the market and therefore not be part of a
"public offering." Based on an analysis of the above factors, we have met the
requirements to qualify for exemption under Section 4(2) of the Securities Act
of 1933 for the above transaction.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

EXHIBIT DESCRIPTION


3.1(a)   Articles of Incorporation of Click and Call Corp.

3.1(b)   Articles of Amendment to Articles of Incorporation of Click and Call
         Corp.

3.1(c)   Articles of Amendment to Articles of Incorporation of Startcall.com
         Inc.

3.1(d)   Articles of Amendment to Articles of Incorporation of Startcall.com
         Inc.

3.1(e)   Articles of Amendment to Articles of Incorporation of Startcall.com
         Inc.

3.1(f)   Articles of Amendment to Articles of Incorporation of Visator, Inc.

3.1(g)   Articles of Organization - Plum Mining Co., LLC

3.2      By-Laws

5.1      Opinion and Consent of Anslow & Jaclin, LLP

10.1     Subscription Agreement

10.2     Common Stock Purchase Warrant A

10.3     Common Stock Purchase Warrant (Green Shoe)

10.4     Funds Escrow Agreement

21.1     Subsidiaries of Goldspring, Inc.

23.1     Consent of Jewett, Schwartz & Associates, independent auditors.

24.1     Power of Attorney (included on signature page of Registration
         Statement)

                                     II-7

<PAGE>

ITEM 17. UNDERTAKINGS.

(A)  The undersigned Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

               (i)  Include any prospectus required by Section 10(a)(3) of the
                    Securities Act of 1933;

               (ii) Reflect in the prospectus any facts or events which,
                    individually or together, represent a fundamental change in
                    the information set forth in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) any deviation from the low or high end of the
                    estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the effective registration
                    statement; and

               (iii)Include any material information with respect to the plan of
                    distribution not previously disclosed in the registration
                    statement or any material change to such information in the
                    registration statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering therein, and the offering of such
          securities at that time shall be deemed to be the initial bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

(B)  Undertaking Required by Regulation S-B, Item 512(e).

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or controlling persons pursuant to
the foregoing provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

(C)  Undertaking Required by Regulation S-B, Item 512(f)

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

                                      II-8

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Scottsdale, State of
Arizona, on the 21st day of April, 2004.

GOLDSPRING, INC.

By: /s/ STEPHEN B. PARENT
    --------------------------------------
        STEPHEN B. PARENT
        CHAIRMAN OF THE BOARD OF DIRECTORS
        AND CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

The undersigned directors and officers of Goldspring, Inc. hereby constitute and
appoint Stephen Bruce Parent, with full power to act without the other and with
full power of substitution and resubstitution, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments (including post-effective
amendments and amendments thereto) to this registration statement under the
Securities Act of 1933 and to file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission
and hereby ratify and confirm each and every act and thing that such attorneys-
in-fact, or any them, or their substitutes, shall lawfully do or cause to be
done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                        TITLE                                     DATE
- --------------------------       ----------------------------------        -------------
<S>                              <C>                                       <C>
/s/ STEPHEN B. PARENT            Chairman of the Board of Directors        April 21, 2004
- --------------------------       and Chief Executive Officer
STEPHEN B. PARENT

/s/ JOHN F. COOK                 President                                 April 21, 2004
- --------------------------
JOHN F. COOK

/s/ ROBERT T. FABER              Secretary and Chief Financial Officer     April 21, 2004
- --------------------------
ROBERT T. FABER

/s/ LESLIE L. CAHAN              Director                                  April 21, 2004
- --------------------------
LESLIE L. CAHAN

/s/ PURENDU K. RANA MEDHI
- --------------------------       Director                                  April 21, 2004
PURENDU K. RANA MEDHI

/s/ TONY E. APPLEBAUM
- --------------------------       Director                                  April 21, 2004
TONY E. APPLEBAUM
</TABLE>


                                      II-9

<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)A
<SEQUENCE>3
<FILENAME>fs1ex3a_goldspring.txt
<DESCRIPTION>ARTICLES OF INCORPORATION - CLICK AND CALL CORP.
<TEXT>
                            ARTICLES OF INCORPORATION
                          OF CLICK AND CALL CORPORATION

These Articles are in compliance with Chapter 607, F.S.

                                    ARTICLE I

The name of this corporation shall be: CLICK AND CALL
CORPORATION

                                   ARTICLE II

This Corporation shall commence existence upon the date of filing with the
Division of Corporations, state of Florida, and shall have perpetual existence.

                                   ARTICLE III

The principal place of business and mailing address of this
corporation shall be: 1001 BRICKELL BAY DRIVE, SUITE #1402,
MIAMI, FLORIDA 33131

                                   ARTICLE IV

The general nature of business of this corporation is to transact any and all
lawful business.

                                    ARTICLE V

The aggregate number of share which this corporation shall have authority to
issue is the total sum of $1,000 shares having an individual par value of $1.00.

Unless otherwise stated in these articles, or in an amendment to those articles,
there shall be only one (1) class of stock of this corporation.

<PAGE>

                                   ARTICLE VI

The name and street address of the initial Registered Agent of this corporation
shall be:
                    SEAN KANOV
                    1001 BRICKELL BAY DRIVE, SUITE #1402
                    MIAMI, FLORIDA 33131

                                   ARTICLE VII

The initial Board of Directors shall consist of a total of 4 person(s) and the
name and address of the person(s) who are to serve as an initial director(s) is
(are):

ANTONIO TREMINIO     1001 BRICKELL BAY DRIVE, SUITE #1402
PRESIDENT            MIAMI, FL 33131

SEAN KANOV           7775 S.W. 125 TERR.
CONTROLLER           MIAMI, FL 33156

CARLOS AVAD          15310 S.W. 52 LANE
                     MIAMI, FL 33185

SYLVI9 MARTINI       1244 PENNSYLVANIA AVENUE, #201
                     MIAMI, FL 33139

                                  ARTICLE VIII

The name and address of the incorporator executing these Articles of
Incorporation is:

               EMPIRE CORPORATE KIT OF AMERICA, INC.
               1492 WEST FLAGLER STREET #200
               MIAMI, FLORIDA 33135

The undersigned has executed these Articles of Incorporation this 19th day of
October, 1999.

                                   /s/ Ray Stormont
                                   ------------------------
                                   Incorporator
                                   Ray Stormont/President
                                   Signing for
                                   Empire Corporate Kit
                                   of America, Inc.

                                   H99000026277


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)B
<SEQUENCE>4
<FILENAME>fs1ex3b_goldspring.txt
<DESCRIPTION>ARTICLES OF AMENDMENT TO CLICK AND CALL CORP.
<TEXT>
                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                           CLICK AND CALL CORPORATION

The undersigned, being one hundred percent of the directors of CLICK AND CALL
CORPORATION (the "Corporation"), for purposes of amending the Articles of
Incorporation, pursuant to Florida Statutes Section 607.1005, so as to change
the name of the Corporation and change the capital structure of the CORPORATION,
does hereby certify as follows:

1. The name of the Corporation is CLICK AND CALL CORPORATION."

2. The Certificate of Incorporation of the corporation is hereby amended by
deleting Article I thereof in its entirety and by substituting in lieu thereof
the following new Article I.

                                   "ARTICLE I

The name of this Corporation is:

START CALL.COM, INC.

3. The Certificate of Incorporation of the Corporation is hereby amended by
deleting Article V thereof in its entirety and by substituting in lieu thereof
the following new Article V:

                                   "ARTICLE V

The aggregate number of shares which this corporation shall have authority to
issue is the total sum of FIFTY MILLION (50,000,000) each shares having a
individual par value of $.001. All of which shall be of the same common class."

4. The aforesaid Amendment was adopted prior to the issuance of the stock of the
Corporation.

IN WITNESS WHEREOF, the Corporation, by the undersigned, has executed these
Articles of Amendment to the Articles of Incorporation of the 5th day of June
2000.

/s/ Antoinio Tremonio                /s/ Sean Kanov,
- ------------------------             -----------------------
Director and President               Director and Controller

/s/ Sylvio Martini,
- ------------------------
Director



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)C
<SEQUENCE>5
<FILENAME>fs1ex3ic_goldspring.txt
<DESCRIPTION>AMENDMENT ARTICLES OF INCORPORATION
<TEXT>
                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                               STARTCALL.COM, INC.


The undersigned, being one hundred percent of the directors of STARTCALL.COM,
INC. (the "Corporation"), for purposes of amending the Articles of
Incorporation, pursuant to Florida Statutes Section 607.1005, so as to change
the name of the Corporation and change the capital structure of the CORPORATION,
does hereby certify as follows:

1. The name of the Corporation is STARTCALL.COM, INC.

2. The Certificate of Incorporation of the corporation is hereby amended by
deleting Article V thereof in its entirety and by substituting in lieu thereof
the following new Article V.

                                   "ARTICLE V

The aggregate number of shares which this corporation shall have authority to
issue is the total sum of FIFTY MILLION (50,000,000) each shares having a
individual par value of $.000666. All of which shall be of the same common
class."

4. The aforesaid Amendment was adopted prior to the issuance of the stock of the
Corporation.

IN WITNESS WHEREOF, the Corporation, by the undersigned, has executed these
Articles of Amendment to the Articles of Incorporation effective June 7, 2000.

/s/ Antoinio Tremonio
- ------------------------
Director and President

/s/ Sylvio Martini,
- ------------------------
Director

STATE OF FLORIDA
COUNTY OF MIAMI-DADE

     THE FOREGOING INSTRUMENT was acknowledged before me this day of March, 2001
by Antonio Treminio a director and president of Startcall.com, Inc., on behalf
of said corporation. He is personally known to me or produced Drivers License as
identification.

Anderson Castro
- ---------------------------------
Notary Public, State of Florida
CC 948811


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)D
<SEQUENCE>6
<FILENAME>fs1ex3id_goldspring.txt
<DESCRIPTION>AMENDED ARTICLES OF INCORPORATION
<TEXT>
                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                               STARTCALL.COM, INC.


     Pursuant to the provision of Section 607.1006, Florida, Statutes, the
undersigned corporation, Startcall.com, Inc. (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation.

Article I Amendment
- -------------------

The Articles of Incorporation of the Corporation are amended as follows:

Amendment I - Capital Stock
- ---------------------------

         The maximum number of shares of stock that this corporation shall be
authorized to have outstanding at any time shall be one hundred and fifty
million (150,000,000) shares of Common Stock at a par value of $.000666 per
share upon which there are no preemptive rights. The common Stock shall be paid
for at such time as the Board of Directors may designate, in cash, real
property, personal property, services, patents, leases, or any other valuable
thing or right for the uses and purposes of the corporation, and shares of
capital, which issued in exchange thereof shall thereupon and thereby become and
be paid in full, the same as though paid in cash at par, and shall be non
assessable forever, the judgment of the Board of Directors as to the value of
the property, right or thing acquired in exchange for capital stock shall be
conclusive.

Article II.  Date Amendment Adopted
- -----------------------------------

         The amendment set forth in these Articles of Amendment was adopted on
September 27, 2002.

Article III.  Shareholder Approval of Amendment
- -----------------------------------------------

         The amendment set forth in these Articles of Amendment was proposed by
the Corporation's Board of Directors and approved by the shareholders by a vote
sufficient for approval of the amendment.

The undersigned executed this document on the date shown below.

By:  /s/ Antonio Treminio
Name:    Antonio Treminio
Title:   President/Director
Filed:   December 12, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)E
<SEQUENCE>7
<FILENAME>fs1ex3ie_goldspring.txt
<DESCRIPTION>AMENDED ARTICLES OF CORPORATION
<TEXT>
                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                               STARTCALL.COM, INC.


     Pursuant to the provision of Section 607.1006, Florida, Statutes, the
undersigned corporation, Startcall.com, Inc. (the "Corporation") adopts the
following Articles of Amendment to its Articles of Incorporation.

Article I Amendment
- -------------------

The Articles of Incorporation of the Corporation are amended as follows:

Amendment Article I - Name
- --------------------------

The name of the Corporation is amended to read as follows:

         Visator, Inc.

Article II.  Date of Amendment Adopted
- --------------------------------------

The amendment set forth in these Articles of Amendment was adopted on December
23, 2002.

Article III.  Shareholder Approval of Amendment
- -----------------------------------------------

The amendment set forth in these articled of Amendment was proposed by the
Corporation's Board of Directors and no shareholder approval was required.

The undersigned executed this document on the date shown below.

By:  Anders Nielsen
- ---------------------------------
Name:  Anders Nielsen
Title:  President/Director
Date:  December 23, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)F
<SEQUENCE>8
<FILENAME>fs1ex3if_goldspring.txt
<DESCRIPTION>AMENDED ARTICLES OF CORPORATION
<TEXT>
                            ARTICLES OF AMENDMENT TO
                          ARTICLES OF INCORPORATION OF
                                  VISATOR, INC.


     Pursuant to the provision of Section 607.1006, Florida, Statutes, the
undersigned corporation, Visator, Inc. (the "Corporation") adopts the following
Articles of Amendment to its Articles of Incorporation.

Article I Amendment
- -------------------

The Articles of Incorporation of the Corporation are amended as follows:

Amendment Article I - Name

The name of the Corporation is amended to read as follows:

         Goldspring, Inc.

Article V Amendment
- -------------------

The Articled of Incorporation of the Corporation are amended as follows:

Amendment Article V - Capital Stock

The maximum number of shares of stock that this corporation shall be authorized
to have outstanding at any time shall be five hundred million (500,000,000)
shares of Common Stock at a par value of $.000666 per share upon which there are
no preemptive rights. The common Stock shall be paid for at such time as the
Board of Directors may designate, in cash, real property, personal property,
services, patents, leases, or any other valuable thing or right for the uses and
purposes of the corporation, and shares of capital, which issued in exchange
thereof shall thereupon and thereby become and be paid in full, the same as
though paid in cash at par, and shall be non assessable forever, the judgment of
the Board of Directors as to the value of the property, right or thing acquired
in exchange for capital stock shall be conclusive.

Article II.  Date of Amendment Adopted
- --------------------------------------

The amendment set forth in these Articles of Amendment was adopted on March 10,
2003.

Article III.  Shareholder Approval of Amendment
- -----------------------------------------------

The amendment set forth in these Articles of Amendment was proposed by the
Corporation's Board of Directors and no shareholder approval was required.

The undersigned executed this document on the date shown below.

By:  Antonio Treminio
- ---------------------------
Name:  Antonio Treminio
Title:  President/Director
Date:  March 10, 2003




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)G
<SEQUENCE>9
<FILENAME>fs1ex3ig_goldspring.txt
<DESCRIPTION>ART. OF ORGANIZATION FOR PLUM MINING CO., LLC
<TEXT>
                            Articles of Organization
                            Limited-Liability Company
                              (Pursuant to NRS 86)
                                 STATE OF NEVADA
                               Secretary of State


(For Office Use Only)
- --------------------------------------------------------------------------------
    IMPORTANT: Read Instructions on reverse side before completing this form.
                         TYPE OR PRINT (BLACK INK ONLY)

1.   Name of Limited Liability Company: The Plum Mining Co., LLC
                                      ------------------------------------------

2.   Dissolution Date (latest date upon which the company is to be dissolved):
                                                                       50 years
                                                                       ---------
3.   Resident Agent: (designated resident agent and the STREET ADDRESS in Nevada
     where process may be served:

     Name of Resident Address:  W. Hughes Brockbank
                                ------------------------------------------------
     Street Address:  1721 E.       5th Street      Carson City, NV      89701
                     -----------------------------------------------------------
                     Street No.     Street Name         City              Zip
     Mailing Address (if different):  Same
4.   Right of remaining members of the company to continue the business on the
     death, retirement, resignation, expulsion, bankruptcy or dissolution of a
     member or occurrence of any other event which terminates the continued
     membership of a member in the company:
     X      Yes           No
     -------      -------
5.   Management: the Company shall be managed by X manager(s) OR members Names
     and addresses of manager(s) or members: (attach additional pages if
     necessary)
     1.   W. Hughes Brockbank 1721 E. 5th Street Carson City, NV 89701
          ----------------------------------------------------------------------
     2.
          ----------------------------------------------------------------------
     If managed by members, members may contract debts on behalf of the company
     X      Yes           No
     -------      -------
6.   Other Matters: This form includes the minimal statutory requirements to
     organize under NRS 86. Please attach any other information deemed
     appropriate. Number of pages attached:
                                            --------------
7.   Signature of organizer(s) The name(s) and address(s) of the organizer(s)
     executing the articles:
(Signatures must be notarized)                 (Attach additional pages of there
                                                are more than two organizers)

W. Hughes Brockbank
- -----------------------------------------  -------------------------------------
Name (print)                               Name (print)

1721 E. 5th Street Carson City, NV  89701
- -----------------------------------------  -------------------------------------
Adddress                                   Address

/s/  W. Hughes Brockbank          11/1/96
- -----------------------------------------  -------------------------------------
Signature                           Date   Signature                        Date


This instrument was acknoledged before    This instrument was acknoledged before
me on                                     me on

November 1st, 1996  By                                               , 19  , by
- -----------------------------------------  -------------------------------------

/s/ M. Edsall
- -----------------------------------------  -------------------------------------
          Name of Person                              Name of Person

as organizer                               as organizer
of  THE PLUM MINIG CO., LLC                of
- -----------------------------------------  -------------------------------------
(name of party on behalf of whom           (name of party on behalf of whom
 instrument was executed)                   instrument was executed)

/s/  M. Edsall
- -----------------------------------------  -------------------------------------
      Notary Public Signature                   Notary Public Signature

   (affix notary stamp or seal)                (affix notary stamp or seal)

8.   Certificate of accepatance of approintment of resident agent: I, W. Hughes
     Brockbank hereby accept appointment as resident agent for the above named
     limited-liability company.


/s/  W. Hughes Brockbank                          November 1st, 1996
- -----------------------------------------  -------------------------------------
Signature of resident agent                           Date



</TEXT>
</DOCUMENT>
<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.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>11
<FILENAME>fs1ex5_goldspring.txt
<DESCRIPTION>LEGAL OPINION OF ANSLOW & JACLIN, LLP
<TEXT>
ANSLOW & JACLIN, LLP                                          RICHARD I. ANSLOW
   COUNSELORS AT LAW                               EMAIL: RANSLOW@ANSLOWLAW.COM

                                                                GREGG E. JACLIN
                                                   EMAIL: GJACLIN@ANSLOWLAW.COM

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

                                                              ROSS A. GOLDSTEIN
                                                EMAIL: RGOLDSTEIN@ANSLOWLAW.COM

                                                                 AMOD CHOUDHARY
                                                 EMAIL: ACHOUDHAR@ANSLOWLAW.COM





April 21, 2004

Goldspring Inc.
8585 E. Hartford Drive
Suite 400
Scottsdale, AZ  85255

Gentlemen:

     You have requested our opinion, as counsel for Goldspring, Inc. a Florida
corporation (the "Company"), in connection with the registration statement on
Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the
"Act"), being filed by the Company with the Securities and Exchange Commission.

     The Registration Statement relates to the Company's common stock, par value
$.000666 as follows: 21,739,129 shares sold by enumerated selling shareholders,
10,869,575 shares of the Company's common stock issuable in connection with the
conversion of the Company's A warrants, 10,869,575 shares of the Company's
common stock issuable in connection with the conversion of the Company's Green
Shoe warrants and 211,666 shares of the Company's common stock issuable in
connection with the Company's February 2004 private offering memorandum.

     We have examined such records and documents and made such examination of
laws as we have deemed relevant in connection with this opinion. It is our
opinion that the shares of common stock to be sold by the selling shareholders
have been duly authorized and are legally issued, fully paid and non-assessable.

     No  opinion  is  expressed  herein as to any laws  other  than the State of
Florida of the United States. This opinion opines upon Florida law including the
statutory provisions,  all applicable provisions of the Florida Constitution and
reported judicial decisions interpreting those laws.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to our firm  under  the  caption
"Experts" in the  Registration  Statement.  In so doing, we do not admit that we
are in the category of persons whose consent is required  under Section 7 of the
Act and the rules and  regulations  of the  Securities  and Exchange  Commission
promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP


By: /s/   Richard I. Anslow
- -----------------------------------
          RICHARD I. ANSLOW


                195 ROUTE 9 SOUTH, SUITE 204, MANALAPAN, NJ 07726
         TEL. 732-409-1212 FAX. 732-577-1188 WEBSITE: WWW.ANSLOWLAW.COM


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.A
<SEQUENCE>12
<FILENAME>fs1ex10a_goldspring.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>
                             SUBSCRIPTION AGREEMENT


         THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of March ___,
2004, by and among Goldspring, Inc., a Florida corporation (the "Company"), and
the subscribers identified on the signature page hereto (each a "Subscriber" and
collectively "Subscribers").

         WHEREAS, the Company and the Subscribers are executing and delivering
this Agreement in reliance upon an exemption from securities registration
afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D
("Regulation D") as promulgated by the United States Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"1933 Act").

         WHEREAS, the parties desire that, upon the terms and subject to the
conditions contained herein, the Company shall issue and sell to the
Subscribers, as provided herein, and the Subscribers shall purchase, in the
aggregate, up to $10,000,000 (the "Purchase Price") of the Company's common
stock, $.000666 par value (the "Common Stock" or "Shares"), and share purchase
warrants (the "Warrants"), in the forms attached hereto as Exhibit A and Exhibit
B, to purchase shares of Common Stock (the "Warrant Shares"). The per Share
Purchase Price ("Per Share Purchase Price") shall be the lesser of (i) $0.65, or
(ii) sixty percent (60%) of the average of the closing bid prices of the
Company's common stock as reported by Bloomberg L.P. for the OTC Bulletin Board
("Bulletin Board") for the five (5) trading days ending on the trading day
immediately preceding the Closing Date ("Lookback Period"). The Purchase Price
shall be payable to the Company on the Closing Date, as defined in Section 13(b)
hereof. The Common Stock, the Warrants and the Warrant Shares are collectively
referred to herein as the "Securities"; and

         WHEREAS, the aggregate proceeds of the sale of the Common Stock and the
Warrants contemplated hereby shall be held in escrow pursuant to the terms of a
Funds Escrow Agreement to be executed by the parties substantially in the form
attached hereto as Exhibit C (the "Escrow Agreement").

         NOW, THEREFORE, in consideration of the mutual covenants and other
agreements contained in this Agreement the Company and the Subscribers hereby
agree as follows:

                  1. Purchase and Sale of Shares and Warrants. Subject to the
                     ----------------------------------------
satisfaction (or waiver) of the conditions to Closing set forth in this
Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares
and Warrants for the portion of the Purchase Price indicated on the signature
page hereto, and the Company shall sell such Shares and Warrants to the
Subscriber. The Purchase Price for the Shares and Warrants shall be paid in
cash. The entire Purchase Price shall be allocated to the Shares.

                  2. Escrow Arrangements; Form of Payment. Upon execution hereof
                     ------------------------------------
by the parties and pursuant to the terms of the Escrow Agreement, each
Subscriber agrees to make the deliveries required of such Subscriber as set
forth in the Escrow Agreement and the Company agrees to make the deliveries
required of the Company as set forth in the Escrow Agreement.

                  3. Warrants.
                     --------

                           (a)      A Warrants.   On the Closing Date the
                                    ----------
Company will issue A Warrants to the Subscribers. One (1) A Warrant will be
issued for each two (2) Shares issued on the Closing Date. The per Warrant Share
exercise price to acquire a Warrant Share upon exercise of an A Warrant shall be
equal to 110% of the average of the closing bid prices of the Company's common
stock as reported by Bloomberg L.P. for the Bulletin Board during the Lookback
Period. The A Warrants shall be exercisable for five (5) years after the Closing
Date.


                                       1
<PAGE>


                           (b)      Green Shoe Warrants.   On the Closing Date,
                                    -------------------
the Company will deliver to each Subscriber one (1) Warrant for each two (2)
Shares purchased by each such Subscriber on the Closing Date ("Green Shoe
Warrants"). The per Warrant Share exercise price to acquire a Warrant Share upon
exercise of a Green Shoe Warrant shall be equal to the Per Share Purchase Price.
The Green Shoe Warrants shall be exercisable for the first one hundred and
eighty (180) business days after the actual effective date of the Registration
Statement ("Actual Effective Date") during which such Registration Statement
shall be current and available for use in connection with the public resale and
delivery of Warrant Shares. Collectively, the A Warrants and Green Shoe Warrants
are referred to herein as Warrants, and the common stock issuable upon exercise
of the A Warrants and Green Shoe Warrants is referred to as "Warrant Shares".

                  4. Subscriber's Representations and Warranties. Each
                     -------------------------------------------
Subscriber hereby represents and warrants to and agrees with the Company only as
to such Subscriber that:

                           (a)      Information on Company. The Subscriber has
                                    ----------------------
been furnished with or has had access at the EDGAR Website of the Commission to
the Company's Form 10-KSB for the year ended December 31, 2002 as filed with the
Commission, together with all subsequently filed Forms 10-QSB, 8-K, and filings
made with the Commission available at the EDGAR website (hereinafter referred to
collectively as the "Reports"). In addition, the Subscriber has received in
writing from the Company such other information concerning its operations,
financial condition and other matters as the Subscriber has requested in writing
(such other information is collectively, the "Other Written Information"), and
considered all factors the Subscriber deems material in deciding on the
advisability of investing in the Securities.

                           (b)      Information on Subscriber. The Subscriber
                                    -------------------------
is, and will be at the time of the conversion of the Common Stock and exercise
of any of the Warrants, an "accredited investor", as such term is defined in
Regulation D promulgated by the Commission under the 1933 Act, is experienced in
investments and business matters, has made investments of a speculative nature
and has purchased securities of United States publicly-owned companies in
private placements in the past and, with its representatives, has such knowledge
and experience in financial, tax and other business matters as to enable the
Subscriber to utilize the information made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to the proposed purchase, which represents a speculative investment. The
Subscriber has the authority and is duly and legally qualified to purchase and
own the Securities. The Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof. The information
set forth on the signature page hereto regarding the Subscriber is accurate.

                           (c)      Purchase of Common Stock and Warrants. On
                                    -------------------------------------
each closing date, the Subscriber will purchase the Common Stock and Warrants as
principal for its own account and not with a view to any distribution thereof.

                           (d)      Compliance with Securities Act. The
                                    ------------------------------
Subscriber understands and agrees that the Securities have not been registered
under the 1933 Act or any applicable state securities laws, by reason of their
issuance in a transaction that does not require registration under the 1933 Act
(based in part on the accuracy of the representations and warranties of
Subscriber contained herein), and that such Securities must be held indefinitely
unless a subsequent disposition is registered under the 1933 Act or any
applicable state securities laws or is exempt from such registration.


                                       2
<PAGE>

In any event, and subject to compliance with applicable securities laws, the
Subscriber may enter into hedging transactions with third parties, which may in
turn engage in short sales of the Securities in the course of hedging the
position they assume and the Subscriber may also enter into short positions or
other derivative transactions relating to the Securities, or interests in the
Securities, and deliver the Securities, or interests in the Securities, to close
out their short or other positions or otherwise settle short sales or other
transactions, or loan or pledge the Securities, or interests in the Securities,
to third parties that in turn may dispose of these Securities.

                           (e)      Shares Legend. The Shares and the Warrant
                                    -------------
Shares shall bear the following or similar legend:

                  "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
                  THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
                  HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE
                  SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY
                  SATISFACTORY TO GOLDSPRING, INC. THAT SUCH REGISTRATION IS
                  NOT REQUIRED."

                           (f)      Warrants Legend. The Warrants shall bear the
                                    ---------------
following

or similar legend:

                  "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
                  OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE
                  COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT
                  BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
                  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
                  WARRANT UNDER SAID ACT OR ANY APPLICABLE STATE SECURITIES
                  LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
                  GOLDSPRING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

                           (g)      Communication of Offer. The offer to sell
                                    ----------------------
the Securities was directly communicated to the Subscriber by the Company. At no
time was the Subscriber presented with or solicited by any leaflet, newspaper or
magazine article, radio or television advertisement, or any other form of
general advertising or solicited or invited to attend a promotional meeting
otherwise than in connection and concurrently with such communicated offer.

                           (h)      Authority; Enforceability. This Agreement
                                    -------------------------
and other agreements delivered together with this Agreement or in connection
herewith have been duly authorized, executed and delivered by the Subscriber and
are valid and binding agreements enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity; and Subscriber
has full corporate power and authority necessary to enter into this Agreement
and such other agreements and to perform its obligations hereunder and under all
other agreements entered into by the Subscriber relating hereto.

                                       3
<PAGE>

                           (i)      Correctness of Representations. Each
                                    ------------------------------
Subscriber represents as to such Subscriber that the foregoing representations
and warranties are true and correct as of the date hereof and, unless a
Subscriber otherwise notifies the Company prior to the Closing Date (as
hereinafter defined), shall be true and correct as of the Closing Date.

                           (j)      Restrictions on Short Sales. Subscriber
                                    ---------------------------
represents, warrants and covenants that neither Subscriber nor any person or
entity, directly or indirectly controlling, controlled by or under direct or
indirect common control with such Subscriber ("Affiliate") which (x) has
knowledge of the transactions contemplated hereby, (y) has or shares discretion
relating to such Subscriber's investments or trading or information concerning
such Subscriber's investments, including in respect of the Securities, or (z) is
subject to such Subscriber's review or input concerning such Affiliate's
investments or trading, has or will, directly or indirectly, during the period
beginning on the date on which Subscriber was first contacted regarding the
transactions contemplated by this Agreement and ending on April 2, 2004, engage
in (i) any "short sales" (as such term is defined in Rule 3b-3 promulgated under
the 1934 Act) of the Shares and/or the Warrant Shares, including, without
limitation, the maintaining of any short position with respect to, establishing
or maintaining a "put equivalent position" (within the meaning of Rule 16a-1(h)
under the 1934 Act) with respect to, entering into any swap, derivative
transaction or other arrangement (whether any such transaction is to be settled
by delivery of Shares, other securities, cash or other consideration) that
transfers to another, in whole or in part, any economic consequences or
ownership, or otherwise dispose of, any of the Securities by such Subscriber or
(ii) any hedging transaction which establishes a net short position with respect
to the Securities (clauses (i) and (ii) together, a "Short Sale"); except for
(A) Short Sales by such Subscriber or an Affiliate of such Subscriber which was,
prior to the date on which such Subscriber was first contacted regarding the
transactions contemplated by this Agreement, a market maker for the Shares,
provided that such Short Sales are in the ordinary course of business of such
Subscriber or Affiliate of such Subscriber and are in compliance with the 1933
Act, the rules and regulations of the 1933 Act and such other securities laws as
may be applicable, (B) Short Sales by such Subscriber or an Affiliate of such
Subscriber which by virtue of the procedures of such Subscriber or an Affiliate
of such Subscriber are made without knowledge of the transactions contemplated
by this Agreement or (C) Short Sales by such Subscriber or an Affiliate of such
Subscriber to the extent that such Subscriber or Affiliate of such Subscriber is
acting in the capacity of a broker-dealer executing unsolicited third-party
transactions.

                           (k)      Survival. The foregoing representations and
                                    --------
warranties shall survive the Closing Date for a period of two years.

                  5. Company Representations and Warranties. The Company
                     --------------------------------------
represents and warrants to and agrees with each Subscriber that:

                           (a)      Due Incorporation. The Company and each of
                                    -----------------
its subsidiaries is a corporation duly organized, validly existing and in good
standing under the laws of the respective jurisdictions of their incorporation
and have the requisite corporate power to own their properties and to carry on
their business as now being conducted. The Company and each of its subsidiaries
is duly qualified as a foreign corporation to do business and is in good
standing in each jurisdiction where the nature of the business conducted or
property owned by it makes such qualification necessary, other than those
jurisdictions in which the failure to so qualify would not have a material
adverse effect on the business, operations or financial condition of the
Company.

                           (b)      Outstanding Stock. All issued and
                                    -----------------
outstanding shares of capital stock of the Company and each of its subsidiaries
has been duly authorized and validly issued and are fully paid and
non-assessable.

                                       4
<PAGE>

                           (c)      Authority; Enforceability. This Agreement,
                                    -------------------------
the Common Stock, the Warrants, the Escrow Agreement and any other agreements
delivered together with this Agreement or in connection herewith (collectively
"Transaction Documents") have been duly authorized, executed and delivered by
the Company and are valid and binding agreements enforceable in accordance with
their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights generally and to general principles of equity.
The Company has full corporate power and authority necessary to enter into and
deliver the Transaction Documents and to perform its obligations.

                           (d)      Additional Issuances. There are no
                                    --------------------
outstanding agreements or preemptive or similar rights affecting the Company's
common stock or equity and no outstanding rights, warrants or options to
acquire, or instruments convertible into or exchangeable for, or agreements or
understandings with respect to the sale or issuance of any shares of common
stock or equity of the Company or other equity interest in any of the
subsidiaries of the Company except as described on Schedule 5(d), or the
Reports.

                           (e)      Consents. No consent, approval,
                                    --------
authorization or order of any court, governmental agency or body or arbitrator
having jurisdiction over the Company, or any of its affiliates, the American
Stock Exchange, the National Association of Securities Dealers, Inc., Nasdaq,
SmallCap Market, the Bulletin Board nor the Company's shareholders is required
for the execution by the Company of the Transaction Documents and compliance by
the Company of its obligations under the Transaction Documents, including,
without limitation, the issuance and sale of the Securities, and the performance
of the Company's obligations under the Transaction Documents.

                           (f)      No Violation or Conflict. Assuming the
                                    ------------------------
representations and warranties of the Subscribers in Section 4 are true and
correct, neither the issuance and sale of the Securities nor the performance of
the Company's obligations under this Agreement and all other agreements entered
into by the Company relating thereto by the Company will:

                                    (i) violate, conflict with, result in a
breach of, or constitute a default (or an event which with the giving of notice
or the lapse of time or both would be reasonably likely to constitute a default)
under (A) the articles or certificate of incorporation, charter or bylaws of the
Company, (B) to the Company's knowledge, any decree, judgment, order, law,
treaty, rule, regulation or determination applicable to the Company of any
court, governmental agency or body, or arbitrator having jurisdiction over the
Company or any of its subsidiaries or over the properties or assets of the
Company or any of its affiliates, (C) the terms of any bond, debenture, note or
any other evidence of indebtedness, or any agreement, stock option or other
similar plan, indenture, lease, mortgage, deed of trust or other instrument to
which the Company or any of its affiliates or subsidiaries is a party, by which
the Company or any of its affiliates or subsidiaries is bound, or to which any
of the properties of the Company or any of its affiliates or subsidiaries is
subject, or (D) the terms of any "lock-up" or similar provision of any
underwriting or similar agreement to which the Company, or any of its affiliates
or subsidiaries is a party except the violation, conflict, breach, or default of
which would not have a material adverse effect on the Company; or

                                    (ii) result in the creation or imposition of
any lien, charge or encumbrance upon the Securities or any of the assets of the
Company, its subsidiaries or any of its affiliates; or

                                       5
<PAGE>

                                    (iii) result in the activation of any
anti-dilution rights or a reset or repricing of any debt or security instrument
of any other creditor or equity holder of the Company, nor result in the
acceleration of the due date of any obligation of the Company; or

                                    (iv) result in the activation of any
piggy-back registration rights of any person or entity holding securities of the
Company or having the right to receive securities of the Company.

                           (g)      The Securities. The Securities upon
                                    --------------
issuance:

                                    (i) are, or will be, free and clear of any
security interests, liens, claims or other encumbrances, subject to restrictions
upon transfer under the 1933 Act and any applicable state securities laws;

                                    (ii) have been, or will be, duly and validly
authorized and on the date of issuance of the Shares and upon exercise of the
Warrants, the Shares and Warrant Shares will be duly and validly issued, fully
paid and nonassessable (and if registered pursuant to the 1933 Act, and resold
pursuant to an effective registration statement will be free trading and
unrestricted, provided that each Subscriber complies with the prospectus
delivery requirements of the 1933 Act);

                                    (iii) will not have been issued or sold in
violation of any preemptive or other similar rights of the holders of any
securities of the Company; and

                                    (iv) will not subject the holders thereof to
personal liability by reason of being such holders.

                           (h)      Litigation. There is no pending or, to the
                                    ----------
best knowledge of the Company, threatened action, suit, proceeding or
investigation before any court, governmental agency or body, or arbitrator
having jurisdiction over the Company, or any of its affiliates that would affect
the execution by the Company or the performance by the Company of its
obligations under this Agreement, and all other agreements entered into by the
Company relating hereto. Except as disclosed in the Reports, there is no pending
or, to the best knowledge of the Company, basis for or threatened action, suit,
proceeding or investigation before any court, governmental agency or body, or
arbitrator having jurisdiction over the Company, or any of its affiliates which
litigation if adversely determined could have a material adverse effect on the
Company.

                           (i)      Reporting Company. The Company is a
                                    -----------------
publicly-held company subject to reporting obligations pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class
of common shares registered pursuant to Section 12(g) of the 1934 Act. Pursuant
to the provisions of the 1934 Act, the Company has timely filed all reports and
other materials required to be filed thereunder with the Commission during the
preceding twelve months.

                           (j)      No Market Manipulation. The Company has not
                                    ----------------------
taken, and will not take, directly or indirectly, any action designed to, or
that might reasonably be expected to, cause or result in stabilization or
manipulation of the price of the common stock of the Company to facilitate the
sale or resale of the Securities or affect the price at which the Securities may
be issued or resold.

                           (k)      Information Concerning Company. The Reports
                                    ------------------------------
contain all material information relating to the Company and its operations and
financial condition as of their respective dates which information is required
to be disclosed therein. Since the date of the financial statements included in
the Reports, and except as modified in the Other Written Information or in the
Schedules hereto, there has been no material adverse change in the Company's
business, financial condition or affairs not disclosed in the Reports.


                                       6
<PAGE>

The Reports do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances when made.

                           (l)      Stop Transfer. The Securities, when issued,
                                    -------------
will be restricted securities. The Company will not issue any stop transfer
order or other order impeding the sale, resale or delivery of any of the
Securities, except as may be required by any applicable federal or state
securities laws and unless contemporaneous notice of such instruction is given
to the Subscriber.

                           (m)      Defaults. The Company is not in violation of
                                    --------
its articles of incorporation or bylaws. The Company is (i) not in default under
or in violation of any other material agreement or instrument to which it is a
party or by which it or any of its properties are bound or affected, which
default or violation would have a material adverse effect on the Company, (ii)
not in default with respect to any order of any court, arbitrator or
governmental body or subject to or party to any order of any court or
governmental authority arising out of any action, suit or proceeding under any
statute or other law respecting antitrust, monopoly, restraint of trade, unfair
competition or similar matters, or (iii) to its knowledge not in violation of
any statute, rule or regulation of any governmental authority which violation
would have a material adverse effect on the Company.

                           (n)      No Integrated Offering. Neither the Company,
                                    ----------------------
nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security or solicited any
offers to buy any security under circumstances that would cause the offer of the
Securities pursuant to this Agreement to be integrated with prior offerings by
the Company for purposes of the 1933 Act or any applicable stockholder approval
provisions, including, without limitation, under the rules and regulations of
the Bulletin Board. Nor will the Company or any of its affiliates or
subsidiaries take any action or steps that would cause the offer of the
Securities to be integrated with other offerings. The Company will not conduct
any offering other than the transactions contemplated hereby that will be
integrated with the offer or issuance of the Securities.

                           (o)      No General Solicitation. Neither the
                                    -----------------------
Company, nor any of its affiliates, nor to its knowledge, any person acting on
its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D under the 1933 Act) in
connection with the offer or sale of the Securities.

                           (p)      Listing. The Company's common stock is
                                    -------
quoted on the Bulletin Board. The Company has not received any oral or written
notice that its common stock is not eligible nor will become ineligible for
quotation on the Bulletin Board nor that its common stock does not meet all
requirements for the continuation of such quotation and the Company satisfies
and as of the Closing Date, the Company will satisfy all the requirements for
the continued quotation of its common stock on the Bulletin Board.

                           (q)      No Undisclosed Liabilities. The Company has
                                    --------------------------
no liabilities or obligations which are material, individually or in the
aggregate, which are not disclosed in the Reports and Other Written Information,
other than those incurred in the ordinary course of the Company's businesses
since December 31, 2003 and which, individually or in the aggregate, would
reasonably be expected to have a material adverse effect on the Company's
financial condition, other than as set forth in Schedule 5(q).

                                       7
<PAGE>

                           (r)      No Undisclosed Events or Circumstances.
                                    --------------------------------------
Since December 31, 2003, no event or circumstance has occurred or exists with
respect to the Company or its businesses, properties, operations or financial
condition, that, under applicable law, rule or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not been so publicly announced or disclosed in the Reports.

                           (s)      Capitalization.  The authorized and
                                    --------------
outstanding capital stock of the Company as of the date of this Agreement and
the Initial Closing Date are set forth on Schedule 5(s). Except as set forth in
the Reports and Other Written Information and Schedule 5(d), there are no
options, warrants, or rights to subscribe to, securities, rights or obligations
convertible into or exchangeable for or giving any right to subscribe for any
shares of capital stock of the Company. All of the outstanding shares of Common
Stock of the Company have been duly and validly authorized and issued and are
fully paid and nonassessable.

                           (t)      Dilution. The Company's executive officers
                                    --------
and directors understand the nature of the Securities being sold hereby and
recognize that the issuance of the Securities will have a potential dilutive
effect on the equity holdings of other holders of the Company's equity or rights
to receive equity of the Company. The board of directors of the Company has
concluded, in its good faith business judgment, that the issuance of the
Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Securities is binding upon the
Company and enforceable regardless of the dilution such issuance may have on the
ownership interests of other shareholders of the Company or parties entitled to
receive equity of the Company.

                           (u)      No Disagreements with Accountants and
                                    -------------------------------------
Lawyers. There are no disagreements of any kind presently existing, or
- -------
reasonably anticipated by the Company to arise, between the Company and the
accountants and lawyers formerly or presently employed by the Company, including
but not limited to disputes or conflicts over payment owed to such accountants
and lawyers.

                           (v)      Investment Company.  The Company is not,
                                    ------------------
and is not an Affiliate (as defined in Rule 405 under the 1933 Act) of, an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

                           (w)      Correctness of Representations. The Company
                                    ------------------------------
represents that the foregoing representations and warranties are true and
correct as of the date hereof in all material respects, and, unless the Company
otherwise notifies the Subscribers prior to the Closing Date, shall be true and
correct in all material respects as of the Closing Date.

                           (x)      Survival. The foregoing representations and
                                    --------
warranties shall survive the Closing Date for a period of two years.

                  6. Regulation D Offering. The offer and issuance of the
                     ---------------------
Securities to the Subscribers is being made pursuant to the exemption from the
registration provisions of the 1933 Act afforded by Section 4(2) or Section 4(6)
of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. On the
Closing Date, the Company will provide an opinion reasonably acceptable to
Subscriber from the Company's legal counsel opining on the availability of an
exemption from registration under the 1933 Act as it relates to the offer and
issuance of the Securities and other matters reasonably requested by
Subscribers. A form of the legal opinion is annexed hereto as Exhibit D. The
Company will provide, at the Company's expense, such other legal opinions in the
future as are reasonably necessary for the resale of the Common Stock and
exercise of the Warrants and resale of the Warrant Shares.

                                       8
<PAGE>

                  7. Legal Fees. The Company shall pay to Grushko & Mittman,
                     ----------
P.C., a fee of $50,000 ("Legal Fees") as reimbursement for services rendered to
the Subscribers in connection with this Agreement and the purchase and sale of
the Shares and Warrants (the "Offering") and acting as Escrow Agent for the
Offering. The Legal Fees will be payable out of funds held pursuant to the
Escrow Agreement. If this transaction does not close due to the fault of the
Company, the Company shall only be responsible to pay legal fees to Grushko &
Mittman, P.C. in the amount of $25,000. If the transaction does not close due to
the fault of the Subscriber then the Company shall not be responsible for any
legal fees to Grushko & Mittman, P.C.

                  8. Placement Agent. The Company on the one hand, and each
                     ---------------
Subscriber (for itself only) on the other hand, agrees to indemnify the other
against and hold the other harmless from any and all liabilities to any persons
claiming brokerage commissions or finder's fees (each a "Placement Agent") other
than an set forth above on account of services purported to have been rendered
on behalf of the indemnifying party in connection with this Agreement or the
transactions contemplated hereby and arising out of such party's actions.
Anything to the contrary in this Agreement notwithstanding, each Subscriber is
providing indemnification only for such Subscriber's own actions and not for any
action of any other Subscriber. Each Subscriber's liability hereunder is several
and not joint. The Company represents that there are no parties entitled to
receive fees, commissions, or similar payments in connection with the Offering
except Merriman Curhan Ford & Co., P.C. in the amount designated on Schedule 8
("Placement Agent's Fee"). The cash portion of the Placement Agent's Fee will be
disbursed pursuant to the Escrow Agreement on the Closing Date.

                  9. Covenants of the Company. The Company covenants and agrees
                     ------------------------
with the Subscribers as follows:

                           (a)      Stop Orders. The Company will advise the
                                    -----------
Subscribers, promptly after it receives notice of issuance by the Commission,
any state securities commission or any other regulatory authority of any stop
order or of any order preventing or suspending any offering of any securities of
the Company, or of the suspension of the qualification of the Common Stock of
the Company for offering or sale in any jurisdiction, or the initiation of any
proceeding for any such purpose.

                           (b)      Listing. The Company shall promptly secure
                                    -------
the listing of the shares of Common Stock and the Warrant Shares upon each
national securities exchange, or automated quotation system upon which they are
or become eligible for listing (subject to official notice of issuance) and
shall maintain such listing so long as any Warrants are outstanding. The Company
will maintain the listing of its Common Stock on the American Stock Exchange,
Nasdaq SmallCap Market, Nasdaq National Market System, Bulletin Board, or New
York Stock Exchange (whichever of the foregoing is at the time the principal
trading exchange or market for the Common Stock (the "Principal Market")), and
will comply in all respects with the Company's reporting, filing and other
obligations under the bylaws or rules of the Principal Market, as applicable.
The Company will provide the Subscribers copies of all notices it receives
notifying the Company of the threatened and actual delisting of the Common Stock
from any Principal Market. As of the date of this Agreement and the Closing
Date, the Bulletin Board is and will be the Principal Market.

                           (c)      Market Regulations. The Company shall notify
                                    ------------------
the Commission, the Principal Market and applicable state authorities, in
accordance with their requirements, of the transactions contemplated by this
Agreement, and shall take all other necessary action and proceedings as may be
required and permitted by applicable law, rule and regulation, for the legal and
valid issuance of the Securities to the Subscribers and promptly provide copies
thereof to Subscriber.

                                       9
<PAGE>

                           (d)      Reporting Requirements.  From the date of
                                    ----------------------
this Agreement and until the sooner of (i) two (2) years after the Closing Date,
or (ii) until all the Shares and Warrant Shares have been resold or transferred
by all the Subscribers pursuant to the Registration Statement or pursuant to
Rule 144, without regard to volume limitation, the Company will (v) cause its
Common Stock to continue to be registered under Section 12(b) or 12(g) of the
1934 Act, (x) comply in all respects with its reporting and filing obligations
under the 1934 Act, (y) comply with all reporting requirements that are
applicable to an issuer with a class of shares registered pursuant to Section
12(b) or 12(g) of the 1934 Act, as applicable, and (z) comply with all
requirements related to any registration statement filed pursuant to this
Agreement. The Company will use its best efforts not to take any action or file
any document (whether or not permitted by the 1933 Act or the 1934 Act or the
rules thereunder) to terminate or suspend such registration or to terminate or
suspend its reporting and filing obligations under said acts until two (2) years
after the Closing Date. Until the earlier of the resale of the Common Stock and
the Warrant Shares by each Subscriber or at least two (2) years after the
Warrants have been exercised, the Company will use its best efforts to continue
the listing or quotation of the Common Stock on the Principal Market or other
market with the reasonable consent of Subscribers holding a majority of the
Shares and Warrant Shares, and will comply in all respects with the Company's
reporting, filing and other obligations under the bylaws or rules of the
Principal Market. The Company agrees to file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to each
Subscriber promptly after such filing.

                           (e)      Use of Proceeds. The Company undertakes to
                                    ---------------
use the proceeds of the Subscribers' funds for the purposes set forth on
Schedule 9(e) hereto. A deviation from the use of proceeds set forth on Schedule
9(e) of more than 15% per item or more than 25% in the aggregate shall be deemed
a material breach of the Company's obligations hereunder. Notwithstanding same,
the company shall be entitled to deviate from the use of proceeds set forth in
Schedule 9(e) with the prior written consent of Subscribers holding a majority
of the Shares issued in the Offering. Except as set forth on Schedule 9(e), the
Purchase Price may not and will not be used for accrued and unpaid officer and
director salaries, payment of financing related debt, redemption of outstanding
redeemable notes or equity instruments of the Company nor non-trade obligations
outstanding on the Closing Date.

                           (f)      Reservation. The Company undertakes to
                                    -----------
reserve, pro rata on behalf of each Subscriber and holder of a Warrant, from its
authorized but unissued common stock, a number of common shares equal to the
amount of Warrant Shares issuable upon exercise of the Warrants. Failure to have
sufficient shares reserved pursuant to this Section 9(f) for three (3)
consecutive business days or ten (10) days in the aggregate shall be a material
default of the Company's obligations under this Agreement.

                           (g)      Taxes.  From the date of this Agreement and
                                    -----
until the sooner of (i) two (2) years after the Closing Date, or (ii) until all
the Shares and Warrant Shares have been resold or transferred by all the
Subscribers pursuant to the Registration Statement or pursuant to Rule 144,
without regard to volume limitations, the Company will promptly pay and
discharge, or cause to be paid and discharged, when due and payable, all lawful
taxes, assessments and governmental charges or levies imposed upon the income,
profits, property or business of the Company; provided, however, that any such
tax, assessment, charge or levy need not be paid if the validity thereof shall
currently be contested in good faith by appropriate proceedings and if the
Company shall have set aside on its books adequate reserves with respect
thereto, and provided, further, that the Company will pay all such taxes,
assessments, charges or levies forthwith upon the commencement of proceedings to
foreclose any lien which may have attached as security therefore.

                                       10
<PAGE>

                           (h)      Insurance.  From the date of this Agreement
                                    ---------
and until the sooner of (i) two (2) years after the Closing Date, or (ii) until
all the Shares and Warrant Shares have been resold or transferred by all the
Subscribers pursuant to the Registration Statement or pursuant to Rule 144,
without regard to volume limitations, the Company will keep its assets which are
of an insurable character insured by financially sound and reputable insurers
against loss or damage by fire, explosion and other risks customarily insured
against by companies in the Company's line of business, in amounts sufficient to
prevent the Company from becoming a co-insurer and not in any event less than
100% of the insurable value of the property insured; and the Company will
maintain, with financially sound and reputable insurers, insurance against other
hazards and risks and liability to persons and property to the extent and in the
manner customary for companies in similar businesses similarly situated and to
the extent available on commercially reasonable terms.

                           (i)      Books and Records.  From the date of this
                                    -----------------
Agreement and until the sooner of (i) two (2) years after the Closing Date, or
(ii) until all the Shares and Warrant Shares have been resold or transferred by
all the Subscribers pursuant to the Registration Statement or pursuant to Rule
144, without regard to volume limitations, the Company will keep true records
and books of account in which full, true and correct entries will be made of all
dealings or transactions in relation to its business and affairs in accordance
with generally accepted accounting principles applied on a consistent basis.

                           (j)      Governmental Authorities.   From the date
                                    ------------------------
of this Agreement and until the sooner of (i) two (2) years after the Closing
Date, or (ii) until all the Shares and Warrant Shares have been resold or
transferred by all the Subscribers pursuant to the Registration Statement or
pursuant to Rule 144, without regard to volume limitations, the Company shall
duly observe and conform in all material respects to all valid requirements of
governmental authorities relating to the conduct of its business or to its
properties or assets.

                           (k)      Intellectual Property.  From the date of
                                    ---------------------
this Agreement and until the sooner of (i) two (2) years after the Closing Date,
or (ii) until all the Shares and Warrant Shares have been resold or transferred
by all the Subscribers pursuant to the Registration Statement or pursuant to
Rule 144, without regard to volume limitations, the Company shall maintain in
full force and effect its corporate existence, rights and franchises and all
licenses and other rights to use intellectual property owned or possessed by it
and reasonably deemed to be necessary to the conduct of its business.

                           (l)      Properties.  From the date of this Agreement
                                    ----------
and until the sooner of (i) two (2) years after the Closing Date, or (ii) until
all the Shares and Warrant Shares have been resold or transferred by all the
Subscribers pursuant to the Registration Statement or pursuant to Rule 144,
without regard to volume limitation, the Company will keep its properties in
good repair, working order and condition, reasonable wear and tear excepted, and
from time to time make all necessary and proper repairs, renewals, replacements,
additions and improvements thereto; and the Company will at all times comply
with each provision of all leases to which it is a party or under which it
occupies property if the breach of such provision could reasonably be expected
to have a material adverse effect.

                           (m)      Confidentiality/Public Announcement. From
                                    -----------------------------------
the date of this Agreement and until the sooner of (i) two (2) years after the
Closing Date, or (ii) until all the Shares and Warrant Shares have been resold
or transferred by all the Subscribers pursuant to the Registration Statement or
pursuant to Rule 144, without regard to volume limitations, the Company agrees
that it will not disclose publicly or privately the identity of the Subscribers
unless expressly agreed to in writing by a Subscriber or only to the extent
required by law and then only upon ten days prior notice to Subscriber. In any
event and subject to the foregoing, the Company undertakes to file a form 8-K or
make a public announcement describing the Offering not later than the Closing
Date. In the form 8-K or public announcement, the Company will specifically
disclose the amount of common stock outstanding immediately after the Closing.

                                       11
<PAGE>

                           (n)      Blackout. The Company undertakes and
                                    --------
covenants that until the first to occur of (i) the registration statement
described in Section 11.1(iv) having been effective for one hundred and eighty
(180) business days, or (ii) until all the Shares and Warrant Shares have been
resold pursuant to said registration statement, the Company will not enter into
any acquisition, merger, exchange or sale or other transaction, except for those
specific acquisitions for which the Company has entered into letters of intent
as set forth in the Use of Proceeds on Schedule 9(e), that could have the effect
of delaying the effectiveness of any pending registration statement or causing
an already effective registration statement to no longer be effective or
current.

                           (o)      Further Registration Statements. Except for
                                    -------------------------------
a registration statement filed on behalf of the Subscribers pursuant to Section
11 of this Agreement, the Company will not file any registration statements,
including but not limited to Form S-8, with the Commission or with state
regulatory authorities without the consent of the Subscriber until one hundred
and eighty (180) days after the Actual Effective Date during which such
Registration Statement shall be current and available for use in connection with
the public resale of the Shares and Warrant Shares. Notwithstanding same, the
Subscribers acknowledge that the Company will be registering additional shares
in the Registration Statement underlying outstanding Company warrants as set
forth on Schedule 11.1.

                  10.  Covenants of the Company and Subscriber Regarding
                       -------------------------------------------------
Indemnification.
- ---------------

                           (a)      The Company agrees to indemnify, hold
harmless, reimburse and defend the Subscribers, the Subscribers' officers,
directors, agents, affiliates, control persons, and principal shareholders,
against any claim, cost, expense, liability, obligation, loss or damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Subscriber or any such person which results, arises out of or is based upon (i)
any material misrepresentation by Company or breach of any warranty by Company
in this Agreement or in any Exhibits or Schedules attached hereto, or other
agreement delivered pursuant hereto; or (ii) after any applicable notice and/or
cure periods, any breach or default in performance by the Company of any
covenant or undertaking to be performed by the Company hereunder, or any other
agreement entered into by the Company and Subscriber relating hereto.

                           (b)      Each Subscriber agrees to indemnify, hold
harmless, reimburse and defend the Company and each of the Company's officers,
directors, agents, affiliates, control persons against any claim, cost, expense,
liability, obligation, loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon the Company or any such person which
results, arises out of or is based upon (i) any material misrepresentation by
such Subscriber in this Agreement or in any Exhibits or Schedules attached
hereto, or other agreement delivered pursuant hereto; or (ii) after any
applicable notice and/or cure periods, any breach or default in performance by
such Subscriber of any covenant or undertaking to be performed by such
Subscriber hereunder, or any other agreement entered into by the Company and
Subscribes relating hereto.

                           (c)      In no event shall the liability of any
Subscriber or permitted successor hereunder or under any other agreement
delivered in connection herewith be greater in amount than the dollar amount of
the net proceeds actually received by such Subscriber upon the sale of
Registrable Securities (as defined herein).

                           (d)      The procedures set forth in Section 11.6
shall apply to the indemnifications set forth in Sections 10(a) and 10(b) above.

                  11.1.    Registration Rights. The Company hereby grants the
                           -------------------
following registration rights to holders of the Securities.

                                       12
<PAGE>

                           (i)      On one occasion, for a period commencing
ninety-one (91) days after the Closing Date, but not later than two (2) years
after the Closing Date ("Request Date"), upon a written request therefor from
any record holder or holders of more than 50% of the Shares and Warrant Shares
actually issued upon exercise of the Warrants, the Company shall prepare and
file with the Commission a registration statement under the 1933 Act registering
the Shares and Warrant Shares (collectively "Registrable Securities") which are
the subject of such request for unrestricted public resale by the holder
thereof. For purposes of Sections 11.1(i) and 11.1(ii), Registrable Securities
shall not include Securities which are registered for resale in an effective
registration statement or included for registration in a pending registration
statement, or which have been issued without further transfer restrictions after
a sale or transfer pursuant to Rule 144 under the 1933 Act. Upon the receipt of
such request, the Company shall promptly give written notice to all other record
holders of the Registrable Securities that such registration statement is to be
filed and shall include in such registration statement Registrable Securities
for which it has received written requests within ten (10) days after the
Company gives such written notice. Such other requesting record holders shall be
deemed to have exercised their demand registration right under this Section
11.1(i).

                           (ii)     If the Company at any time proposes to
register any of its securities under the 1933 Act for sale to the public,
whether for its own account or for the account of other security holders or
both, except with respect to registration statements on Forms S-4, S-8 or
another form not available for registering the Registrable Securities for sale
to the public, provided the Registrable Securities are not otherwise registered
for resale by the Subscribers or Holder pursuant to an effective registration
statement, each such time it will give at least fifteen (15) days' prior written
notice to the record holder of the Registrable Securities of its intention so to
do. Upon the written request of the holder, received by the Company within ten
(10) days after the giving of any such notice by the Company, to register any of
the Registrable Securities not previously registered, the Company will cause
such Registrable Securities as to which registration shall have been so
requested to be included with the securities to be covered by the registration
statement proposed to be filed by the Company, all to the extent required to
permit the sale or other disposition of the Registrable Securities so registered
by the holder of such Registrable Securities (the "Seller" or "Sellers"). In the
event that any registration pursuant to this Section 11.1(ii) shall be, in whole
or in part, an underwritten public offering of common stock of the Company, the
number of shares of Registrable Securities to be included in such an
underwriting may be reduced by the managing underwriter if and to the extent
that the Company and the underwriter shall reasonably be of the opinion that
such inclusion would adversely affect the marketing of the securities to be sold
by the Company therein; provided, however, that the Company shall notify the
Seller in writing of any such reduction. Notwithstanding the foregoing
provisions, or Section 11.4 hereof, the Company may withdraw or delay or suffer
a delay of any registration statement referred to in this Section 11.1(ii)
without thereby incurring any liability to the Seller.

                           (iii) If, at the time any written request for
registration is received by the Company pursuant to Section 11.1(i), the Company
has determined to proceed with the actual preparation and filing of a
registration statement under the 1933 Act in connection with the proposed offer
and sale for cash of any of its securities for the Company's own account and the
Company actually does file such other registration statement, such written
request shall be deemed to have been given pursuant to Section 11.1(ii) rather
than Section 11.1(i), and the rights of the holders of Registrable Securities
covered by such written request shall be governed by Section 11.1(ii).

                           (iv)     The Company shall file with the Commission
not later than fifteen (15) days after the Closing Date (the "Filing Date"), and
cause to be declared effective within ninety (90) days after the Closing Date
(the "Effective Date"), a Form SB-2 registration statement (the "Registration
Statement") (or such other form that it is eligible to use) in order to register
the Registrable Securities for resale and distribution under the 1933 Act.

                                       13
<PAGE>

The Company will register not less than a number of shares of common stock in
the aforedescribed registration statement that is equal to all of the Shares and
Warrant Shares issuable pursuant to this Agreement. The Registrable Securities
shall be reserved and set aside exclusively for the benefit of each Subscriber,
pro rata, and not issued, employed or reserved for anyone other than each such
Subscriber. The Registration Statement will immediately be amended or additional
registration statements will be immediately filed by the Company as necessary to
register additional shares of Common Stock to allow the public resale of all
Common Stock included in and issuable by virtue of the Registrable Securities.
Without the written consent of the Subscriber, no securities of the Company
other than the Registrable Securities will be included in the Registration
Statement except as disclosed on Schedule 11.1.

                  11.2. Registration Procedures. If and whenever the Company is
                        -----------------------
required by the provisions of Section 11.1(i), 11.1(ii), or (iv) to effect the
registration of any Registrable Securities under the 1933 Act, the Company will,
as expeditiously as possible:

                           (a)      subject to the timelines provided in this
Agreement, prepare and file with the Commission a registration statement
required by Section 11, with respect to such securities and use its best efforts
to cause such registration statement to become and remain effective for the
period of the distribution contemplated thereby (determined as herein provided),
and promptly provide to the holders of Registrable Securities copies of all
filings and Commission letters of comment;

                           (b)      prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective until such registration statement has been effective for a
period of two (2) years, and comply with the provisions of the 1933 Act with
respect to the disposition of all of the Registrable Securities covered by such
registration statement in accordance with the Sellers' intended method of
disposition set forth in such registration statement for such period;

                           (c)      furnish to the Sellers, at the Company's
expense, such number of copies of the registration statement and the prospectus
included therein (including each preliminary prospectus) as such persons
reasonably may request in order to facilitate the public sale or their
disposition of the securities covered by such registration statement;

                           (d)      use its best efforts to register or qualify
the Sellers' Registrable Securities covered by such registration statement under
the securities or "blue sky" laws of such jurisdictions as the Sellers shall
request in writing, provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;

                           (e)      if applicable, list the Registrable
Securities covered by such registration statement with any securities exchange
on which the Common Stock of the Company is then listed;

                           (f)      immediately notify the Sellers when a
prospectus relating thereto is required to be delivered under the 1933 Act, of
the happening of any event of which the Company has knowledge as a result of
which the prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing; and

                                       14
<PAGE>

                           (g)      provided same would not be in violation of
the provision of Regulation FD under the 1934 Act, make available for inspection
by the Sellers, and any attorney, accountant or other agent retained by the
Seller or underwriter, all publicly available, non-confidential financial and
other records, pertinent corporate documents and properties of the Company, and
cause the Company's officers, directors and employees to supply all publicly
available, non-confidential information reasonably requested by the seller,
attorney, accountant or agent in connection with such registration statement.

                  11.3. Provision of Documents. In connection with each
                        ----------------------
registration described in this Section 11, each Seller will furnish to the
Company in writing such information and representation letters with respect to
itself and the proposed distribution by it as reasonably shall be necessary in
order to assure compliance with federal and applicable state securities laws.

                  11.4. Non-Registration Events. The Company and the Subscribers
                        -----------------------
agree that the Sellers will suffer damages if the Registration Statement is not
filed by the Filing Date and not declared effective by the Commission by the
Effective Date, and any registration statement required under Section 11.1(i) or
11.1(ii) is not filed within 60 days after written request and declared
effective by the Commission within 120 days after such request, and maintained
in the manner and within the time periods contemplated by Section 11 hereof, and
it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, if (i) the Registration Statement is not filed on or before the
Filing Date or is not declared effective on or before the sooner of the
Effective Date, or within three (3) business days of receipt by the Company of a
written or oral communication from the Commission that the Registration
Statement will not be reviewed, (ii) if the registration statement described in
Sections 11.1(i) or 11.1(ii) is not filed within 60 days after such written
request, or is not declared effective within 120 days after such written
request, or (iii) any registration statement described in Sections 11.1(i),
11.1(ii) or 11.1(iv) is filed and declared effective but shall thereafter cease
to be effective (without being succeeded within ten (10) business days by an
effective replacement or amended registration statement) for a period of time
which shall exceed 30 days in the aggregate per year (defined as a period of 365
days commencing on the date the Registration Statement is declared effective) or
more than 20 consecutive days (each such event referred to in clauses (i), (ii)
and (iii) of this Section 11.4 is referred to herein as a "Non-Registration
Event"), then the Company shall deliver to the holder of Registrable Securities,
as Liquidated Damages, an amount equal to two percent (2%) for each thirty days
or part thereof of the Purchase Price of the Shares and actually paid "Purchase
Price" (as defined in the Warrants) of Warrant Shares issued or issuable upon
actual exercise of the Warrants, for the Registrable Securities owned of record
by such holder as of and during the pendency of such Non-Registration Event
which are subject to such Non-Registration Event. The Company must pay the
Liquidated Damages in cash within ten (10) days after the end of each thirty
(30) day period or shorter part thereof for which Liquidated Damages are
payable. In the event a Registration Statement is filed by the Filing Date but
is withdrawn prior to being declared effective by the Commission, then such
Registration Statement will be deemed to have not been filed.

                  11.5. Expenses. All expenses incurred by the Company in
                        --------
complying with Section 11, including, without limitation, all registration and
filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including
reasonable counsel fees) incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars, costs of
insurance and fee of one counsel for all Sellers (in an amount not to exceed
$5,000) are called "Registration Expenses." All underwriting discounts and
selling commissions applicable to the sale of Registrable Securities, including
any fees and disbursements of any additional counsel to the Seller, are called
"Selling Expenses." The Company will pay all Registration Expenses in connection
with the registration statement under Section 11. Selling Expenses in connection
with each registration statement under Section 11 shall be borne by the Seller
and may be apportioned among the Sellers in proportion to the number of shares
sold by the Seller relative to the number of shares sold under such registration
statement or as all Sellers thereunder may agree.

                                       15
<PAGE>

                  11.6. Indemnification and Contribution.
                        --------------------------------
                           (a)      In the event of a registration of any
Registrable Securities under the 1933 Act pursuant to Section 11, the Company
will, to the extent permitted by law, indemnify and hold harmless the Seller,
each officer of the Seller, each director of the Seller, each underwriter of
such Registrable Securities thereunder and each other person, if any, who
controls such Seller or underwriter within the meaning of the 1933 Act, against
any losses, claims, damages or liabilities, joint or several, to which the
Seller, or such underwriter or controlling person may become subject under the
1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such Registrable Securities was registered
under the 1933 Act pursuant to Section 11, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances when made, and will subject
to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter
and each such controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company shall
not be liable to the Seller to the extent that any such damages arise out of or
are based upon an untrue statement or omission made in any preliminary
prospectus if (i) the Seller failed to send or deliver a copy of the final
prospectus delivered by the Company to the Seller with or prior to the delivery
of written confirmation of the sale by the Seller to the person asserting the
claim from which such damages arise, (ii) the final prospectus would have
corrected such untrue statement or alleged untrue statement or such omission or
alleged omission, or (iii) to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by any such Seller, or any such controlling person in writing
specifically for use in such registration statement or prospectus.

                           (b)      In the event of a registration of any of th
Registrable Securities under the 1933 Act pursuant to Section 11, each Seller
severally but not jointly will, to the extent permitted by law, indemnify and
hold harmless the Company, and each person, if any, who controls the Company
within the meaning of the 1933 Act, each officer of the Company who signs the
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the 1933 Act, against
all losses, claims, damages or liabilities, joint or several, to which the
Company or such officer, director, underwriter or controlling person may become
subject under the 1933 Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which such Registrable Securities were
registered under the 1933 Act pursuant to Section 11, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse the Company and each such
officer, director, underwriter and controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, provided, however,
that the Seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to
such Seller, as such, furnished in writing to the Company by such Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the net proceeds actually received by the Seller from the sale of Registrable
Securities covered by such registration statement.

                                       16
<PAGE>

                           (c)      Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to such indemnified party other than under this
Section 11.6(c) and shall only relieve it from any liability which it may have
to such indemnified party under this Section 11.6(c), except and only if and to
the extent the indemnifying party is prejudiced by such omission. In case any
such action shall be brought against any indemnified party and it shall notify
the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate in and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel satisfactory to such indemnified
party, and, after notice from the indemnifying party to such indemnified party
of its election so to assume and undertake the defense thereof, the indemnifying
party shall not be liable to such indemnified party under this Section 11.6(c)
for any legal expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of investigation
and of liaison with counsel so selected, provided, however, that, if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified parties, as a group, shall have the
right to select one separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.

                           (d)      In order to provide for just and equitable
contribution in the event of joint liability under the 1933 Act in any case in
which either (i) a Seller, or any controlling person of a Seller, makes a claim
for indemnification pursuant to this Section 11.6 but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section 11.6 provides for indemnification in
such case, or (ii) contribution under the 1933 Act may be required on the part
of the Seller or controlling person of the Seller in circumstances for which
indemnification is not provided under this Section 11.6; then, and in each such
case, the Company and the Seller will contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (after contribution
from others) in such proportion so that the Seller is responsible only for the
portion represented by the percentage that the public offering price of its
securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, provided,
however, that, in any such case, (y) the Seller will not be required to
contribute any amount in excess of the public offering price of all such
securities offered by it pursuant to such registration statement; and (z) no
person or entity guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the 1933 Act) will be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation.

                  11.7. Delivery of Unlegended Shares.
                        -----------------------------

                           (a)      Within three (3) business days (such third
business day, the "Unlegended Shares Delivery Date") after the business day on
which the Company has received (i) a notice that Registrable Securities have
been sold either pursuant to the Registration Statement or Rule 144 under the
1933 Act, (ii) a representation that the prospectus delivery requirements, or
the requirements of Rule 144, as applicable, have been satisfied, and (iii) the
original share certificates representing the shares of Common Stock that have
been sold, and (iv) in the case of sales under Rule 144 customary representation
letters of the Subscriber and Subscriber's Placement Agent regarding compliance
with the requirements of Rule 144, the Company at its expense, (y) shall
deliver, and shall cause legal counsel selected by the Company to deliver, to
its transfer agent (with copies to Subscriber) an appropriate instruction and
opinion of such counsel, directing the delivery of shares of Common Stock
without any legends including the legends set forth in Sections 4(e) and 4(f)
above, issuable pursuant to any effective and current registration statement
described in Section 11 of this Agreement or pursuant to Rule 144 under the 1933
Act (the "Unlegended Shares"); and (z) cause the transmission of the
certificates representing the Unlegended Shares together with a legended
certificate representing the balance of the unsold shares of Common Stock, if
any, to the Subscriber at the address specified in the notice of sale, via
express courier, by electronic transfer or otherwise on or before the Unlegended
Shares Delivery Date. Transfer fees shall be the responsibility of the Seller.

                                       17
<PAGE>

                           (b)      In lieu of delivering physical certificates
representing the Unlegended Shares, if the Company's transfer agent is
participating in the Depository Trust Company ("DTC") Fast Automated Securities
Transfer program, upon request of a Subscriber, so long as the certificates
therefor do not bear a legend and the Subscriber is not obligated to return such
certificate for the placement of a legend thereon, the Company shall cause its
transfer agent to electronically transmit the Unlegended Shares by crediting the
account of Subscriber's prime Placement Agent with DTC through its Deposit
Withdrawal Agent Commission system. Such delivery must be made on or before the
Unlegended Shares Delivery Date.

                           (c)      The Company understands that a delay in the
delivery of the Unlegended Shares pursuant to Section 11 hereof beyond the
Unlegended Shares Delivery Date could result in economic loss to a Subscriber.
As compensation to a Subscriber for such loss, the Company agrees to pay late
payment fees (as liquidated damages and not as a penalty) to the Subscriber for
late delivery of Unlegended Shares in the amount of $100 per business day after
the Delivery Date for each $10,000 of purchase price of the Unlegended Shares
subject to the delivery default. If during any 360 day period, the Company fails
to deliver Unlegended Shares as required by this Section 11.7 for an aggregate
of thirty (30) days, then each Subscriber or assignee holding Securities subject
to such default may, at its option, require the Company to purchase all or any
portion of the Shares and Warrant Shares subject to such default at a price per
share equal to 130% of the Purchase Price of such Common Stock and Warrant
Shares. The Company shall pay any payments incurred under this Section in
immediately available funds upon demand.

                           (d)      In addition to any other rights available to
a Subscriber, if the Company fails to deliver to a Subscriber Unlegended Shares
as required pursuant to this Agreement, within ten (10) calendar days after the
Unlegended Shares Delivery Date and the Subscriber purchases (in an open market
transaction or otherwise) shares of common stock to deliver in satisfaction of a
sale by such Subscriber of the shares of Common Stock which the Subscriber
anticipated receiving from the Company (a "Buy-In"), then the Company shall pay
in cash to the Subscriber (in addition to any remedies available to or elected
by the Subscriber) the amount by which (A) the Subscriber's total purchase price
(including brokerage commissions, if any) for the shares of common stock so
purchased exceeds (B) the aggregate purchase price of the shares of Common Stock
delivered to the Company for reissuance as Unlegended Shares, together with
interest thereon at a rate of 15% per annum, accruing until such amount and any
accrued interest thereon is paid in full (which amount shall be paid as
liquidated damages and not as a penalty). For example, if a Subscriber purchases
shares of Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to $10,000 of purchase price of shares of Common Stock
delivered to the Company for reissuance as Unlegended Shares, the Company shall
be required to pay the Subscriber $1,000, plus interest. The Subscriber shall
provide the Company written notice indicating the amounts payable to the
Subscriber in respect of the Buy-In.

                                       18
<PAGE>

                           (e)      In the event a Subscriber shall request
delivery of Unlegended Shares as described in Section 11.7(a), the Company may
not refuse to deliver Unlegended Shares based on any claim that such Subscriber
or any one associated or affiliated with such Subscriber has been engaged in any
violation of law, or for any other reason, unless, an injunction or temporary
restraining order from a court, on notice, restraining and or enjoining delivery
of such Unlegended Shares or exercise of all or part of said Warrant shall have
been sought and obtained and the Company has posted a surety bond for the
benefit of such Subscriber in the amount of 130% of the amount of the aggregate
purchase price of the Common Stock and Warrant Shares which are subject to the
injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds
of which shall be payable to such Subscriber to the extent Subscriber obtains
judgment in Subscriber's favor.

                  12.   (a)         Right of First Refusal. Until one year after
                                    ----------------------
the Actual Effective Date of the Registration Statement (the "Exclusion
Period"), the Subscribers shall be given not less than ten (10) business days
prior written notice of any proposed sale by the Company of its common stock or
other securities or debt obligations, except in connection with (i) employee
stock options or compensation plans, (ii) as full or partial consideration in
connection with any merger, consolidation or purchase of substantially all of
the securities or assets of any corporation or other entity, or (iii) as has
been described in the Reports or Other Written Information filed or delivered
prior to the Initial Closing Date (collectively "Excepted Issuances"). The
Subscribers who exercise their rights pursuant to this Section 12(a) shall have
the right during the ten (10) business days following receipt of the notice to
purchase all of such offered common stock, debt or other securities in
accordance with the terms and conditions set forth in the notice of sale in the
same proportion to each other as their purchase of Common Stock in the Offering.
In the event such terms and conditions are modified during the notice period,
the Subscribers shall be given prompt notice of such modification and shall have
the right during the original notice period or for a period of ten (10) business
days following the notice of modification, whichever is longer, to exercise such
right.

                           (b)      Offering Restrictions.   From the date of
                                    ---------------------
this Agreement until one hundred and eighty (180) days after the Actual
Effective Date except in connection with the Excepted Issuances or the Offering,
the Company will not enter into any agreement to, nor issue any equity,
convertible debt or other securities convertible into common stock without the
prior written consent of the Subscribers, which consent may be withheld for any
reason.

                           (c)      Maximum Exercise of Rights.   In the event
                                    --------------------------
the exercise of the rights described in Section 12(a) would result in the
issuance of an amount of common stock of the Company that would exceed the
maximum amount that may be issued to a Subscriber calculated in the manner
described in Section 10 of the Warrant, then the issuance of such additional
shares of common stock of the Company to such Subscriber will be deferred in
whole or in part until such time as such Subscriber is able to beneficially own
such common stock without exceeding the maximum amount set forth calculated in
the manner described in Section 10 of the Warrant. The determination of when
such common stock may be issued shall be made by each Subscriber as to only such
Subscriber.

                  13.   Miscellaneous.
                        -------------

                           (a)      Notices. All notices, demands, requests,
                                    -------
consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i)
personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier
service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or
facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice.

                                       19
<PAGE>

Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated below (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier service, fully
prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur. The addresses for such communications shall be: (i)
if to the Company, to: Goldspring, Inc., 8585 E. Hartford Drive, Suite 400,
Scottsdale, AZ 85255, Attn: Robert T. Faber, Director and CFO, telecopier: (480)
505-4044, with a copy by telecopier only to: Anslow & Jaclin, LLP, 4400 Route 9
South, 2nd Floor, Freehold, New Jersey 07728, Attn: Richard I. Anslow, Esq.,
telecopier: (732) 577-1188, (ii) if to the Subscribers, to: the one or more
addresses and telecopier numbers indicated on the signature pages hereto, with
an additional copy by telecopier only to: Grushko & Mittman, P.C., 551 Fifth
Avenue, Suite 1601, New York, New York 10176, telecopier number: (212) 697-3575,
and (iii) if to the Placement Agent, to: Merriman Curhan Ford & Co., 601
Montgomery Street, Suite 1800, San Francisco, CA 94111, telecopier: (415)
248-5692.

                           (b)      Closing. The consummation of the
                                    -------
transactions contemplated herein shall take place at the offices of Grushko &
Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the
satisfaction of all conditions to Closing set forth in this Agreement. Each of
the Initial Closing Date and Second Closing Date is referred to herein as
"Closing Date."

                           (c)      Entire Agreement; Assignment. This Agreement
                                    ----------------------------
and other documents delivered in connection herewith represent the entire
agreement between the parties hereto with respect to the subject matter hereof
and may be amended only by a writing executed by both parties. Neither the
Company nor the Subscribers have relied on any representations not contained or
referred to in this Agreement and the documents delivered herewith. No right or
obligation of either party shall be assigned by that party without prior notice
to and the written consent of the other party.

                           (d)      Counterparts/Execution. This Agreement may
                                    ----------------------
be executed in any number of counterparts and by the different signatories
hereto on separate counterparts, each of which, when so executed, shall be
deemed an original, but all such counterparts shall constitute but one and the
same instrument. This Agreement may be executed by facsimile signature and
delivered by facsimile transmission.

                           (e)      Law Governing this Agreement. This Agreement
                                    ----------------------------
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws. Any action brought
by either party against the other concerning the transactions contemplated by
this Agreement shall be brought only in the state courts of New York or in the
federal courts located in the state of New York. The parties and the individuals
executing this Agreement and other agreements referred to herein or delivered in
connection herewith on behalf of the Company agree to submit to the jurisdiction
of such courts and waive trial by jury. The prevailing party shall be entitled
to recover from the other party its reasonable attorney's fees and costs. In the
event that any provision of this Agreement or any other agreement delivered in
connection herewith is invalid or unenforceable under any applicable statute or
rule of law, then such provision shall be deemed inoperative to the extent that
it may conflict therewith and shall be deemed modified to conform with such
statute or rule of law. Any such provision which may prove invalid or
unenforceable under any law shall not affect the validity or enforceability of
any other provision of any agreement.

                                       20
<PAGE>

                           (f)      Specific Enforcement, Consent to
                                    --------------------------------
Jurisdiction. The Company and Subscriber acknowledge and agree that irreparable
- ------------
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent or cure breaches of the provisions of this
Agreement and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which any of them may be entitled by
law or equity. Subject to Section 13(e) hereof, each of the Company, Subscriber
and any signator hereto in his personal capacity hereby waives, and agrees not
to assert in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction in New York of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Nothing in this Section shall affect
or limit any right to serve process in any other manner permitted by law.

                           (g)      Independent Nature of Subscribers'
                                    ---------------------------------
Obligations and Rights. The obligations of each Subscriber hereunder are several
and not joint with the obligations of any other Subscriber hereunder, and no
such Subscriber shall be responsible in any way for the performance of the
obligations of any other hereunder.

                           (h)      Equitable Adjustment. The Securities and the
                                    --------------------
purchase prices of Securities shall be equitably adjusted to offset the effect
of stock splits, stock dividends, and distributions of property or equity
interests of the Company to its shareholders.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]





                                       21
<PAGE>





                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)
                  --------------------------------------------


         Please acknowledge your acceptance of the foregoing Subscription
Agreement by signing and returning a copy to the undersigned whereupon it shall
become a binding agreement between us.

                                                GOLDSPRING, INC.
                                                a Florida corporation



                                                By: /s/
                                                         Name:
                                                         Title:

                                                Dated: March     , 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>13
<FILENAME>fs1ex10b_goldspring.txt
<DESCRIPTION>COMMON STOCK PURCHASE WARRANT A
<TEXT>
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO GOLDSPRING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                     Right to Purchase  _________  shares of Common Stock of
                     Goldspring, Inc. (subject to adjustment as provided herein)

                         COMMON STOCK PURCHASE WARRANT A

No. 2004-A-MAR-001                                   Issue Date: March ___, 2004

     GOLDSPRING, INC., a corporation organized under the laws of the State of
Florida (the "Company"), hereby certifies that, for value received,
__________________________________,__________________________________________,
or its assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company at any time after the Issue Date up to 5:00
p.m., E.S.T on March ___, 2009 (the "Expiration Date"), up to ________ fully
paid and nonassessable shares of the common stock of the Company (the "Common
Stock"), $.000666 par value per share at a per share purchase price of $0.86.
The aforedescribed purchase price per share, as adjusted from time to time as
herein provided, is referred to herein as the "Purchase Price." The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein. The Company may reduce the Purchase Price without
the consent of the Holder. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Subscription Agreement
(the "Subscription Agreement"), dated March ___, 2004, entered into by the
Company and the Holder.

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a)  The term "Company" shall include Goldspring, Inc. and any corporation
which shall succeed or assume the obligations of Goldspring, Inc. hereunder.

     (b)  The term "Common Stock" includes (a) the Company's Common Stock,
$.000666 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

     (c)  The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.


                                       1
<PAGE>


     1. Exercise of Warrant.
        -------------------

          1.1. Number of Shares Issuable upon Exercise. From and after the Issue
               ---------------------------------------
Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

          1.2. Full Exercise. This Warrant may be exercised in full by the
               -------------
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

          1.3. Partial Exercise. This Warrant may be exercised in part (but not
               ----------------
for a fractional share) by surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.

          1.4. Fair Market Value. Fair Market Value of a share of Common Stock
               -----------------
as of a particular date (the "Determination Date") shall mean:

               (a)  If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, LLC, then the closing or last sale price, respectively,
reported for the last business day immediately preceding the Determination Date;

               (b)  If the Company's Common Stock is not traded on an exchange
or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;

               (c)  Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree,
or in the absence of such an agreement, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or

               (d)  If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.

                                       2
<PAGE>

          1.5. Company Acknowledgment. The Company will, at the time of the
               ----------------------
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

          1.6. Trustee for Warrant Holders. In the event that a bank or trust
               ---------------------------
company shall have been appointed as trustee for the Holder of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) and shall accept, in
its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

          1.7  Delivery of Stock Certificates, etc. on Exercise. The Company
               ------------------------------------------------
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     2.   Cashless Exercise.
          -----------------

               (a)  If a Registration Statement as defined in the Subscription
Agreement ("Registration Statement") is effective and the Holder may sell its
shares of Common Stock upon exercise hereof, this Warrant may be exercisable in
whole or in part for cash only as set forth in Section 1 above. If no such
Registration Statement is available, payment upon exercise may be made at the
option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon
exercise of the Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the holder
per the terms of this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

          (b)  Notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value


                                       3
<PAGE>

(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:

                           X=Y (A-B)
                             -------
                                A

               Where    X=          the number of shares of Common Stock to be
                                    issued to the holder

                        Y=          the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of
                                    such calculation)

               (c)  The Holder may employ the cashless exercise feature
described above only during the pendency of a Non-Registration Event as
described in Section 11.4 of the Subscription Agreement.

               (d)  For purposes of Rule 144 promulgated under the 1933 Act, it
is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued pursuant to the
Subscription Agreement.

          3.   Adjustment for Reorganization, Consolidation, Merger, etc.
               ----------------------------------------------------------

               3.1. Reorganization, Consolidation, Merger, etc. In case at any
                    ------------------------------------------
time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

               3.2. Dissolution. In the event of any dissolution of the Company
                    -----------
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.

                                       4
<PAGE>

               3.3. Continuation of Terms. Upon any reorganization,
                    ---------------------
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction described in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.

               3.4  Share Issuance. During the Exclusion Period (as defined in
                    --------------
the Subscription Agreement), if the Company shall issue any Common Stock Common
Stockexcept for the Excepted Issuances (as defined in the Subscription
Agreement), prior to the complete exercise of this Warrant for a consideration
less than the Purchase Price that would be in effect at the time of such issue,
then, and thereafter successively upon each such issue, the Purchase Price shall
be reduced to such other lower issue price. For purposes of this adjustment, the
issuance of any security or debt instrument of the Company carrying the right to
convert such security or debt instrument into Common Stock or of any warrant,
right or option to purchase Common Stock shall result in an adjustment to the
Purchase Price upon the issuance of the above-described security, debt
instrument, warrant, right, or option. The reduction of the Purchase Price
described in this Section 3.4 is in addition to the other rights of the Holder
described in the Subscription Agreement.

     4.   Extraordinary Events Regarding Common Stock. In the event that the
          -------------------------------------------
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

     5.   Certificate as to Adjustments. In each case of any adjustment or
          -----------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price


                                       5
<PAGE>

and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

     6.   Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
          -------------------------
Statements. The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

     7.   Assignment; Exchange of Warrant. Subject to compliance with applicable
          -------------------------------
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form") and together with
an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the
Company at its expense, twice, only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor. No such transfers shall result
in a public distribution of the Warrant; and the Company shall only be
responsible for "blue sky" compliance expenses for resales under any
registration statement filed in accordance with Section 11 of the Subscription
Agreement for two (2) such transfers to two (2) applicable states of the United
States only.

     8.   Replacement of Warrant. On receipt of evidence reasonably satisfactory
          ----------------------
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9.   Registration Rights. The Holder of this Warrant has been granted
          -------------------
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. During the pendency of a Non-Registration
Event (as defined in the Subscription Agreement, upon written demand made by the
Holder, the Company will pay to the Holder of this Warrant, in lieu of
delivering Common Stock, a sum equal to the closing price of the Company's
Common Stock on the principal market or exchange upon which the Common Stock is
listed for trading on the trading date immediately preceding the date notice is
given by the Holder, less the Purchase Price, for each share of Common Stock
designated in such notice from the Holder.

     10.  Maximum Exercise. The Holder shall not be entitled to exercise this
          ----------------
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock
on such date.



                                       6
<PAGE>

For the purposes of the immediately preceding sentence, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the
foregoing, the Holder shall not be limited to aggregate exercises which would
result in the issuance of more than 4.99%. The restriction described in this
paragraph may be revoked upon and effective after sixty-one (61) days prior
notice from the Holder to the Company. The Holder may allocate which of the
equity of the Company deemed beneficially owned by the Purchaser shall be
included in the 4.99% amount described above and which shall be allocated to the
excess above 4.99%.

     11.  Warrant Agent. The Company may, by written notice to the Holder of the
          -------------
Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section
1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

     12.  Transfer on the Company's Books. Until this Warrant is transferred on
          -------------------------------
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.  Notices. All notices, demands, requests, consents, approvals, and
          -------
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Goldspring, Inc., 8585
E. Hartford Drive, Suite 400, Scottsdale, AZ 85255, Attn: Robert T. Faber,
Director and CFO, telecopier: (480) 505-4044, with a copy by telecopier only to:
Anslow & Jaclin, LLP, 4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728,
Attn: Richard I. Anslow, Esq., telecopier: (732) 577-1188, and (ii) if to the
Holder, to the address and telecopier number listed on the first paragraph of
this Warrant, with a copy by telecopier only to: Grushko & Mittman, P.C., 551
Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
697-3575.

     14.  Miscellaneous. This Warrant and any term hereof may be changed,
          -------------
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.




                                       7
<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                GOLDSPRING, INC.



                                By:
                                    ------------------------------------
                                     Name:
                                     Title:



Witness:



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




                                       8
<PAGE>


                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  GOLDSPRING, INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or
___      the  cancellation of such portion of the attached  Warrant as is
exercisable for a total of _______ shares of Common Stock (using a Fair Market
Value of $_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  requests  that the  certificates  for such  shares  be issued
in the name of,  and  delivered  to
                                                  whose   address    is
- -------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.

Dated:
       ---------------------       --------------------------------------------
                                   (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                   --------------------------------------------
                                   --------------------------------------------
                                   (Address)



                                       9
<PAGE>




                                    Exhibit B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

                  For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of GOLDSPRING, INC. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of GOLDSPRING,
INC. with full power of substitution in the premises.


Transferees               Percentage Transferred     Number Transferred
- ------------------------- -------------------------- --------------------------

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

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

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


Dated:                ,
        --------------  -------    --------------------------------------------
                                   (Signature must conform to name of holder as
                                    specified on the face of the Warrant)



Signed in the presence of:

                                   --------------------------------------------
- ----------------------------       --------------------------------------------
       (Name)                                       (Address)




ACCEPTED AND AGREED:
[TRANSFEREE]


                                   --------------------------------------------
- ----------------------------       --------------------------------------------
       (Name)                                       (Address)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>14
<FILENAME>fs1ex10c_goldspring.txt
<DESCRIPTION>GREEN SHOE WARRANT
<TEXT>
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO GOLDSPRING, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

                     Right to Purchase  _________  shares of Common Stock of
                     Goldspring, Inc. (subject to adjustment as provided herein)

                   COMMON STOCK PURCHASE WARRANT (Green Shoe)

No. 2004-GS-MAR-001                                  Issue Date: March ___, 2004


     GOLDSPRING, INC., a corporation organized under the laws of the State of
Florida (the "Company"), hereby certifies that, for value received,
__________________________________, __________________________________________,
or its assigns (the "Holder"), is entitled, subject to the terms set forth
below, to purchase from the Company at any time after the date the Common Stock
issuable upon exercise of this Warrant is registered for public resale pursuant
to the Subscription Agreement (defined below) and for the initial one hundred
and eighty (180) days during which such registration statement is current and
available for use in connection with the resale of such Common Stock (such 180th
day being the "Expiration Date"), up to ________ fully paid and nonassessable
shares of the common stock of the Company (the "Common Stock"), $.000666 par
value per share at a per share purchase price of $0.46. The aforedescribed
purchase price per share, as adjusted from time to time as herein provided, is
referred to herein as the "Purchase Price." The number and character of such
shares of Common Stock and the Purchase Price are subject to adjustment as
provided herein. The Company may reduce the Purchase Price without the consent
of the Holder. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Subscription Agreement (the
"Subscription Agreement"), dated March ___, 2004, entered into by the Company
and the Holder.

     As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

     (a)  The term "Company" shall include Goldspring, Inc. and any corporation
which shall succeed or assume the obligations of Goldspring, Inc. hereunder.

     (b)  The term "Common Stock" includes (a) the Company's Common Stock,
$.000666 par value per share, as authorized on the date of the Subscription
Agreement, and (b) any other securities into which or for which any of the
securities described in (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.

     (c)  The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.




                                       1
<PAGE>


     1.   Exercise of Warrant.
          -------------------

          1.1. Number of Shares Issuable upon Exercise. From and after the Issue
               ---------------------------------------
Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the Company, subject
to adjustment pursuant to Section 4.

          1.2. Full Exercise. This Warrant may be exercised in full by the
               -------------
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.

          1.3. Partial Exercise. This Warrant may be exercised in part (but not
               ----------------
for a fractional share) by surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the Holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of whole shares of Common Stock designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the
Company, at its expense, will forthwith issue and deliver to or upon the order
of the Holder hereof a new Warrant of like tenor, in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request, the whole number of shares of Common Stock for which such
Warrant may still be exercised.

          1.4. Fair Market Value. Fair Market Value of a share of Common Stock
               -----------------
as of a particular date (the "Determination Date") shall mean:

               (a)  If the Company's Common Stock is traded on an exchange or is
quoted on the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, LLC, then the closing or last sale price, respectively,
reported for the last business day immediately preceding the Determination Date;

               (b)  If the Company's Common Stock is not traded on an exchange
or on the NASDAQ National Market System, the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;

               (c)  Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the Company agree,
or in the absence of such an agreement, by arbitration in accordance with the
rules then standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by education and
training to pass on the matter to be decided; or

               (d)  If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event deemed to be a liquidation, dissolution
or winding up pursuant to the Company's charter, then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such liquidation, dissolution or winding up, plus all other amounts to be
payable per share in respect of the Common Stock in liquidation under the


                                       2
<PAGE>

charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.

          1.5. Company Acknowledgment. The Company will, at the time of the
               ----------------------
exercise of the Warrant, upon the request of the Holder hereof acknowledge in
writing its continuing obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

          1.6. Trustee for Warrant Holders. In the event that a bank or trust
               ---------------------------
company shall have been appointed as trustee for the Holder of the Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) and shall accept, in
its own name for the account of the Company or such successor person as may be
entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.

          1.7  Delivery of Stock Certificates, etc. on Exercise. The Company
               ------------------------------------------------
agrees that the shares of Common Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder hereof as the record owner of such
shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within five (5) days thereafter, the Company at its expense (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder hereof, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct in compliance with
applicable securities laws, a certificate or certificates for the number of duly
and validly issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such exercise, plus,
in lieu of any fractional share to which such Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share of Common Stock, together with any other stock or other
securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.

     2.   Cashless Exercise.
          -----------------

          (a)  If a Registration Statement as defined in the Subscription
Agreement ("Registration Statement") is effective and the Holder may sell its
shares of Common Stock upon exercise hereof, this Warrant may be exercisable in
whole or in part for cash only as set forth in Section 1 above. If no such
Registration Statement is available, payment upon exercise may be made at the
option of the Holder either in (i) cash, wire transfer or by certified or
official bank check payable to the order of the Company equal to the applicable
aggregate Purchase Price, (ii) by delivery of Common Stock issuable upon
exercise of the Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of Common Stock
specified in such form (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares of Common Stock issuable to the holder
per the terms of this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid and
non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.

          (b)  Notwithstanding any provisions herein to the contrary, if the
Fair Market Value of one share of Common Stock is greater than the Purchase
Price (at the date of calculation as set forth below), in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value


                                       3
<PAGE>

(as determined below) of this Warrant (or the portion thereof being cancelled)
by surrender of this Warrant at the principal office of the Company together
with the properly endorsed Subscription Form in which event the Company shall
issue to the holder a number of shares of Common Stock computed using the
following formula:

                           X=Y (A-B)
                             -------
                                A

                  Where    X=       the number of shares of Common Stock to be
                                    issued to the holder

                           Y=       the number of shares of Common Stock
                                    purchasable under the Warrant or, if only a
                                    portion of the Warrant is being exercised,
                                    the portion of the Warrant being exercised
                                    (at the date of such calculation)

                           A=       the Fair Market Value of one share of the
                                    Company's Common Stock (at the date of such
                                    calculation)

                           B=       Purchase Price (as adjusted to the date of
                                    such calculation)

          (c)  The Holder may employ the cashless exercise feature described
above only during the pendency of a Non-Registration Event as described in
Section 11.4 of the Subscription Agreement.

          (d)  For purposes of Rule 144 promulgated under the 1933 Act, it is
intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction shall be deemed to have been acquired by the
Holder, and the holding period for the Warrant Shares shall be deemed to have
commenced, on the date this Warrant was originally issued pursuant to the
Subscription Agreement.

     3.   Adjustment for Reorganization, Consolidation, Merger, etc.
          ---------------------------------------------------------

          3.1. Reorganization, Consolidation, Merger, etc. In case at any time
               ------------------------------------------
or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

          3.2. Dissolution. In the event of any dissolution of the Company
               -----------
following the transfer of all or substantially all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such dissolution pursuant to this Section 3 to a bank or trust company (a
"Trustee") having its principal office in New York, NY, as trustee for the
Holder of the Warrants.

                                       4
<PAGE>

          3.3. Continuation of Terms. Upon any reorganization, consolidation,
               ---------------------
merger or transfer (and any dissolution following any transfer) referred to in
this Section 3, this Warrant shall continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any Other
Securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether or
not such person shall have expressly assumed the terms of this Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the consummation of the transaction described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.

          3.4  Share Issuance. During the Exclusion Period (as defined in the
               --------------
Subscription Agreement), if the Company shall issue any Common Stock except for
the Excepted Issuances (as defined in the Subscription Agreement), prior to the
complete exercise of this Warrant for a consideration less than the Purchase
Price that would be in effect at the time of such issue, then, and thereafter
successively upon each such issue, the Purchase Price shall be reduced to such
other lower issue price. For purposes of this adjustment, the issuance of any
security or debt instrument of the Company carrying the right to convert such
security or debt instrument into Common Stock or of any warrant, right or option
to purchase Common Stock shall result in an adjustment to the Purchase Price
upon the issuance of the above-described security, debt instrument, warrant,
right, or option. The reduction of the Purchase Price described in this Section
3.4 is in addition to the other rights of the Holder described in the
Subscription Agreement.

     4.   Extraordinary Events Regarding Common Stock. In the event that the
          -------------------------------------------
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

     5.   Certificate as to Adjustments. In each case of any adjustment or
          -----------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price


                                       5
<PAGE>

and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).

     6.   Reservation of Stock, etc. Issuable on Exercise of Warrant; Financial
          ---------------------------------------------------------------------
Statements. The Company will at all times reserve and keep available, solely for
- ----------
issuance and delivery on the exercise of the Warrants, all shares of Common
Stock (or Other Securities) from time to time issuable on the exercise of the
Warrant. This Warrant entitles the Holder hereof to receive copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

     7.   Assignment; Exchange of Warrant. Subject to compliance with applicable
          -------------------------------
securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form") and together with
an opinion of counsel reasonably satisfactory to the Company that the transfer
of this Warrant will be in compliance with applicable securities laws, the
Company at its expense, twice, only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the order of the
Transferor thereof a new Warrant or Warrants of like tenor, in the name of the
Transferor and/or the transferee(s) specified in such Transferor Endorsement
Form (each a "Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor. No such transfers shall result
in a public distribution of the Warrant; and the Company shall only be
responsible for "blue sky" compliance expenses for resales under any
registration statement filed in accordance with Section 11 of the Subscription
Agreement for two (2) such transfers to two (2) applicable states of the United
States only.

     8.   Replacement of Warrant. On receipt of evidence reasonably satisfactory
          ----------------------
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of this Warrant, the Company at its expense, twice only, will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9.   Registration Rights. The Holder of this Warrant has been granted
          -------------------
certain registration rights by the Company. These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. During the pendency of a Non-Registration
Event (as defined in the Subscription Agreement, upon written demand made by the
Holder, the Company will pay to the Holder of this Warrant, in lieu of
delivering Common Stock, a sum equal to the closing price of the Company's
Common Stock on the principal market or exchange upon which the Common Stock is
listed for trading on the trading date immediately preceding the date notice is
given by the Holder, less the Purchase Price, for each share of Common Stock
designated in such notice from the Holder.

     10.  Maximum Exercise. The Holder shall not be entitled to exercise this
          ----------------
Warrant on an exercise date, in connection with that number of shares of Common
Stock which would be in excess of the sum of (i) the number of shares of Common
Stock beneficially owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this limitation is being made
on an exercise date, which would result in beneficial ownership by the Holder
and its affiliates of more than 4.99% of the outstanding shares of Common Stock


                                       6
<PAGE>

on such date. For the purposes of the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to
the foregoing, the Holder shall not be limited to aggregate exercises which
would result in the issuance of more than 4.99%. The restriction described in
this paragraph may be revoked upon and effective after sixty-one (61) days prior
notice from the Holder to the Company. The Holder may allocate which of the
equity of the Company deemed beneficially owned by the Purchaser shall be
included in the 4.99% amount described above and which shall be allocated to the
excess above 4.99%.

     11.  Warrant Agent. The Company may, by written notice to the Holder of the
          -------------
Warrant, appoint an agent (a "Warrant Agent") for the purpose of issuing Common
Stock (or Other Securities) on the exercise of this Warrant pursuant to Section
1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such Warrant Agent.

     12.  Transfer on the Company's Books. Until this Warrant is transferred on
          -------------------------------
the books of the Company, the Company may treat the registered holder hereof as
the absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.

     13.  Notices. All notices, demands, requests, consents, approvals, and
          -------
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Goldspring, Inc., 8585
E. Hartford Drive, Suite 400, Scottsdale, AZ 85255, Attn: Robert T. Faber,
Director and CFO, telecopier: (480) 505-4044, with a copy by telecopier only to:
Anslow & Jaclin, LLP, 4400 Route 9 South, 2nd Floor, Freehold, New Jersey 07728,
Attn: Richard I. Anslow, Esq., telecopier: (732) 577-1188, and (ii) if to the
Holder, to the address and telecopier number listed on the first paragraph of
this Warrant, with a copy by telecopier only to: Grushko & Mittman, P.C., 551
Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number: (212)
697-3575.

     14.  Miscellaneous. This Warrant and any term hereof may be changed,
          -------------
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of New York. Any dispute relating to this Warrant shall be
adjudicated in New York County in the State of New York. The headings in this
Warrant are for purposes of reference only, and shall not limit or otherwise
affect any of the terms hereof. The invalidity or unenforceability of any
provision hereof shall in no way affect the validity or enforceability of any
other provision.




                                       7
<PAGE>


         IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.

                                GOLDSPRING, INC.



                                By:
                                    ------------------------------------
                                     Name:
                                     Title:



Witness:



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






                                       8
<PAGE>


                                    Exhibit A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  GOLDSPRING, INC.

The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ shares of the Common Stock covered by such Warrant; or
___ the maximum number of shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or
___      the  cancellation of such portion of the attached  Warrant as is
exercisable for a total of _______ shares of Common Stock (using a Fair Market
Value of $_______ per share for purposes of this calculation); and/or

___ the cancellation of such number of shares of Common Stock as is necessary,
in accordance with the formula set forth in Section 2, to exercise this Warrant
with respect to the maximum number of shares of Common Stock purchasable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to
                                                     whose   address    is
- -------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.


Dated:
       ---------------------       --------------------------------------------
                                   (Signature must conform to name of holder as
                                    specified on the face of the Warrant)

                                   --------------------------------------------
                                   --------------------------------------------
                                   (Address)



                                       9
<PAGE>





                                    Exhibit B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Transferees" the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of GOLDSPRING, INC. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of GOLDSPRING,
INC. with full power of substitution in the premises.

Transferees               Percentage Transferred     Number Transferred
- ------------------------- -------------------------- --------------------------

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

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

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


Dated:                ,
        --------------  -------    --------------------------------------------
                                   (Signature must conform to name of holder as
                                    specified on the face of the Warrant)



Signed in the presence of:

                                   --------------------------------------------
- ----------------------------       --------------------------------------------
       (Name)                                       (Address)




ACCEPTED AND AGREED:
[TRANSFEREE]


                                   --------------------------------------------
- ----------------------------       --------------------------------------------
       (Name)                                       (Address)






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.D
<SEQUENCE>15
<FILENAME>fs1ex10d_goldspring.txt
<DESCRIPTION>ESCROW AGREEMENT
<TEXT>
                             FUNDS ESCROW AGREEMENT
                             ----------------------


     This Agreement is dated as of the ____ day of March, 2004 among Goldspring,
Inc., a Florida corporation (the "Company"), the Subscribers identified on
Schedule A hereto (each a "Subscriber" and collectively "Subscribers"), and
Grushko & Mittman, P.C. (the "Escrow Agent"):

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, the Company and Subscribers have entered into a Subscription
Agreement calling for the sale by the Company to the Subscriber of $.000666 par
value Common Stock of the Company ("Common Stock") for an aggregate purchase
price of up to $10,000,000 and the issuance of Warrants in the amounts set forth
on Schedule A hereto; and

     WHEREAS, the parties hereto require the Company to deliver the Common Stock
and Warrants against payment therefor, with such Common Stock, Warrants and the
Escrowed Funds to be delivered to the Escrow Agent to be held in escrow and
released by the Escrow Agent in accordance with the terms and conditions of this
Agreement; and

     WHEREAS, the Escrow Agent is willing to serve as escrow agent pursuant to
the terms and conditions of this Agreement;

     NOW THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                 INTERPRETATION

     1.1. Definitions. Capitalized terms used and not otherwise defined herein
          -----------
that are defined in the Subscription Agreement shall have the meanings given to
such terms in the Subscription Agreement. Whenever used in this Agreement, the
following terms shall have the following respective meanings:

          (a)  "Agreement" means this Agreement and all amendments made hereto
and thereto by written agreement between the parties;

          (b)  "A Warrants" shall have the meaning set forth in Section 3(a) of
the Subscription Agreement;

          (c)  "Closing Date" shall have the meaning set forth in Section 13(b)
of the Subscription Agreement;

          (d)  "Escrowed Payment" means an aggregate cash payment of up to
$10,000,000 which is the Purchase Price as defined in the Subscription
Agreement;

          (e)  "Green Shoe Warrants" shall have the meaning set forth in Section
3(b) of the Subscription Agreement;

          (f)  "Legal Fees" shall have the meaning set forth in Section 7 of the
Subscription Agreement;


                                       1
<PAGE>

          (g)  "Legal Opinion" means the original signed legal opinion referred
to in Section 6 of the Subscription Agreement;

          (h)  "Placement Agent" shall have the meaning set forth in Section 8
of the Subscription Agreement;

          (i)  "Placement Agent's Fee" shall have the meaning set forth in
Section 8 of the Subscription Agreement;

          (j)  "Shares" shall have the meaning set forth in Section 1 of the
Subscription Agreement;

          (k)  "Subscription Agreement" means the Subscription Agreement (and
the exhibits thereto) entered into or to be entered into by the parties in
reference to the sale and purchase of the Shares, A Warrants, and Green Shoe
Warrants;

          (l)  Collectively, the Subscription Agreement executed by the Company,
Shares, A Warrants, Legal Opinion, and Green Shoe Warrants are referred to as
"Company Documents"; and

          (m)  Collectively, the Escrowed Payment and the Subscription Agreement
executed by the Subscribers are referred to as "Subscriber Documents".

     1.2. Entire Agreement. This Agreement along with the Company Documents and
          ----------------
the Subscriber Documents constitute the entire agreement between the parties
hereto pertaining to the Company Documents and Subscriber Documents and
supersedes all prior agreements, understandings, negotiations and discussions,
whether oral or written, of the parties. There are no warranties,
representations and other agreements made by the parties in connection with the
subject matter hereof except as specifically set forth in this Agreement, the
Company Documents and the Subscriber Documents.

     1.3. Extended Meanings. In this Agreement words importing the singular
          -----------------
number include the plural and vice versa; words importing the masculine gender
include the feminine and neuter genders. The word "person" includes an
individual, body corporate, partnership, trustee or trust or unincorporated
association, executor, administrator or legal representative.

     1.4. Waivers and Amendments. This Agreement may be amended, modified,
          ----------------------
superseded, cancelled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by all parties, or, in the
case of a waiver, by the party waiving compliance. Except as expressly stated
herein, no delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any waiver on
the part of any party of any right, power or privilege hereunder preclude any
other or future exercise of any other right, power or privilege hereunder.

     1.5. Headings. The division of this Agreement into articles, sections,
          --------
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement.

     1.6. Law Governing this Agreement. This Agreement shall be governed by and
          ----------------------------
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of laws. Any action brought by either party against the
other concerning the transactions contemplated by this Agreement shall be


                                       2
<PAGE>

brought only in the state courts of New York or in the federal courts located in
the state of New York. Both parties and the individuals executing this Agreement
and other agreements on behalf of the Company agree to submit to the
jurisdiction of such courts and waive trial by jury. The prevailing party (which
shall be the party which receives an award most closely resembling the remedy or
action sought) shall be entitled to recover from the other party its reasonable
attorney's fees and costs. In the event that any provision of this Agreement or
any other agreement delivered in connection herewith is invalid or unenforceable
under any applicable statute or rule of law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which
may prove invalid or unenforceable under any law shall not affect the validity
or enforceability of any other provision of any agreement.

     1.7. Specific Enforcement, Consent to Jurisdiction. The Company and
          ---------------------------------------------
Subscriber acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injuction or
injunctions to prevent or cure breaches of the provisions of this Agreement and
to enforce specifically the terms and provisions hereof or thereof, this being
in addition to any other remedy to which any of them may be entitled by law or
equity. Subject to Section 1.6 hereof, each of the Company and Subscriber hereby
waives, and agrees not to assert in any such suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of such court, that
the suit, action or proceeding is brought in an inconvenient forum or that the
venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve process in any other manner permitted
by law.

                                   ARTICLE II

                         DELIVERIES TO THE ESCROW AGENT

     2.1. Company Deliveries. On or about the date hereof, the Company shall
          ------------------
deliver to the Escrow Agent the executed Subscription Agreement, the Shares, A
Warrants, Green Shoe Warrants, and Legal Opinion (collectively, the "Company
Documents").

     2.2. Subscriber Deliveries. On or before the Closing Date, each Subscriber
          ---------------------
shall deliver to the Escrow Agent its portion of the Purchase Price, and the
executed Subscription Agreement. The Escrowed Payment will be delivered pursuant
to the following wire transfer instructions:

                                 Citibank, N.A.
                                 1155 6th Avenue
                           New York, NY 10036, USA ABA
                               Number: 0210-00089
              For Credit to: Grushko & Mittman, IOLA Trust Account
                            Account Number: 45208884

     2.3. Intention to Create Escrow Over Company Documents and Subscriber
          ----------------------------------------------------------------
Documents. The Subscriber and Company intend that the Company Documents and
- ---------
Subscriber Documents shall be held in escrow by the Escrow Agent pursuant to
this Agreement for their benefit as set forth herein.

     2.4. Escrow Agent to Deliver Company Documents and Subscriber Documents.
          ------------------------------------------------------------------
The Escrow Agent shall hold and release the Company Documents and Subscriber
Documents only in accordance with the terms and conditions of this Agreement.

                                       3
<PAGE>

                                   ARTICLE III

              RELEASE OF COMPANY DOCUMENTS AND SUBSCRIBER DOCUMENTS

     3.1. Release of Escrow. Subject to the provisions of Section 4.2, the
          -----------------
Escrow Agent shall release the Company Documents and Subscriber Documents as
follows:

          (a)  On the Closing Date, the Escrow Agent will simultaneously release
the Company Documents to the Subscriber and release the Subscription Agreement,
and the Purchase Price to or for the benefit of the Company except that the
Legal Fees will be released to the Subscriber's attorneys, and the Placement
Agent's Fee will be released to or for the benefit of the Placement Agent.

          (b)  All funds to be delivered to the Company shall be delivered
pursuant to the wire instructions to be provided in writing by the Company to
the Escrow Agent.

          (c)  Notwithstanding the above, upon receipt by the Escrow Agent of
joint written instructions ("Joint Instructions") signed by the Company and the
Subscriber, it shall deliver the Company Documents and Subscriber Documents in
accordance with the terms of the Joint Instructions.

          (d)  Notwithstanding the above, upon receipt by the Escrow Agent of a
final and non-appealable judgment, order, decree or award of a court of
competent jurisdiction (a "Court Order"), the Escrow Agent shall deliver the
Company Documents and Subscriber Documents in accordance with the Court Order.
Any Court Order shall be accompanied by an opinion of counsel for the party
presenting the Court Order to the Escrow Agent (which opinion shall be
satisfactory to the Escrow Agent) to the effect that the court issuing the Court
Order has competent jurisdiction and that the Court Order is final and
non-appealable.

     3.2. Acknowledgement of Company and Subscriber; Disputes. The Company and
          ---------------------------------------------------
the Subscriber acknowledge that the only terms and conditions upon which the
Company Documents and Subscriber Documents are to be released are set forth in
Sections 3 and 4 of this Agreement. The Company and the Subscriber reaffirm
their agreement to abide by the terms and conditions of this Agreement with
respect to the release of the Company Documents and Subscriber Documents. Any
dispute with respect to the release of the Company Documents and Subscriber
Documents shall be resolved pursuant to Section 4.2 or by agreement between the
Company and Subscriber.

                                   ARTICLE IV

                           CONCERNING THE ESCROW AGENT

     4.1. Duties and Responsibilities of the Escrow Agent. The Escrow Agent's
          -----------------------------------------------
duties and responsibilities shall be subject to the following terms and
conditions:

          (a)  The Subscriber and Company acknowledge and agree that the Escrow
Agent (i) shall not be responsible for or bound by, and shall not be required to
inquire into whether either the Subscriber or Company is entitled to receipt of
the Company Documents and Subscriber Documents pursuant to, any other agreement
or otherwise; (ii) shall be obligated only for the performance of such duties as
are specifically assumed by the Escrow Agent pursuant to this Agreement; (iii)
may rely on and shall be protected in acting or refraining from acting upon any
written notice, instruction, instrument, statement, request or document
furnished to it hereunder and believed by the Escrow Agent in good faith to be
genuine and to have been signed or presented by the proper person or party,
without being required to determine the authenticity or correctness of any fact


                                       4
<PAGE>

stated therein or the propriety or validity or the service thereof; (iv) may
assume that any person believed by the Escrow Agent in good faith to be
authorized to give notice or make any statement or execute any document in
connection with the provisions hereof is so authorized; (v) shall not be under
any duty to give the property held by Escrow Agent hereunder any greater degree
of care than Escrow Agent gives its own similar property; and (vi) may consult
counsel satisfactory to Escrow Agent, the opinion of such counsel to be full and
complete authorization and protection in respect of any action taken, suffered
or omitted by Escrow Agent hereunder in good faith and in accordance with the
opinion of such counsel.

          (b)  The Subscriber and Company acknowledge that the Escrow Agent is
acting solely as a stakeholder at their request and that the Escrow Agent shall
not be liable for any action taken by Escrow Agent in good faith and believed by
Escrow Agent to be authorized or within the rights or powers conferred upon
Escrow Agent by this Agreement. The Subscriber and Company, jointly and
severally, agree to indemnify and hold harmless the Escrow Agent and any of
Escrow Agent's partners, employees, agents and representatives for any action
taken or omitted to be taken by Escrow Agent or any of them hereunder, including
the fees of outside counsel and other costs and expenses of defending itself
against any claim or liability under this Agreement, except in the case of gross
negligence or willful misconduct on Escrow Agent's part committed in its
capacity as Escrow Agent under this Agreement. The Escrow Agent shall owe a duty
only to the Subscriber and Company under this Agreement and to no other person.

          (c)  The Subscriber and Company jointly and severally agree to
reimburse the Escrow Agent for outside counsel fees, to the extent authorized
hereunder and incurred in connection with the performance of its duties and
responsibilities hereunder.

          (d)  The Escrow Agent may at any time resign as Escrow Agent hereunder
by giving five (5) days prior written notice of resignation to the Subscriber
and the Company. Prior to the effective date of the resignation as specified in
such notice, the Subscriber and Company will issue to the Escrow Agent a Joint
Instruction authorizing delivery of the Company Documents and Subscriber
Documents to a substitute Escrow Agent selected by the Subscriber and Company.
If no successor Escrow Agent is named by the Subscriber and Company, the Escrow
Agent may apply to a court of competent jurisdiction in the State of New York
for appointment of a successor Escrow Agent, and to deposit the Company
Documents and Subscriber Documents with the clerk of any such court.

          (e)  The Escrow Agent does not have and will not have any interest in
the Company Documents and Subscriber Documents, but is serving only as escrow
agent, having only possession thereof. The Escrow Agent shall not be liable for
any loss resulting from the making or retention of any investment in accordance
with this Escrow Agreement.

          (f)  This Agreement sets forth exclusively the duties of the Escrow
Agent with respect to any and all matters pertinent thereto and no implied
duties or obligations shall be read into this Agreement.

          (g)  The Escrow Agent shall be permitted to act as counsel for the
Subscriber in any dispute as to the disposition of the Company Documents and
Subscriber Documents, in any other dispute between the Subscriber and Company,
whether or not the Escrow Agent is then holding the Company Documents and
Subscriber Documents and continues to act as the Escrow Agent hereunder.

          (h)  The provisions of this Section 4.1 shall survive the resignation
of the Escrow Agent or the termination of this Agreement.

                                       5
<PAGE>

     4.2. Dispute Resolution: Judgments. Resolution of disputes arising under
          -----------------------------
this Agreement shall be subject to the following terms and conditions:

          (a)  If any dispute shall arise with respect to the delivery,
ownership, right of possession or disposition of the Company Documents and
Subscriber Documents, or if the Escrow Agent shall in good faith be uncertain as
to its duties or rights hereunder, the Escrow Agent shall be authorized, without
liability to anyone, to (i) refrain from taking any action other than to
continue to hold the Company Documents and Subscriber Documents pending receipt
of a Joint Instruction from the Subscriber and Company, or (ii) deposit the
Company Documents and Subscriber Documents with any court of competent
jurisdiction in the State of New York, in which event the Escrow Agent shall
give written notice thereof to the Subscriber and the Company and shall
thereupon be relieved and discharged from all further obligations pursuant to
this Agreement. The Escrow Agent may, but shall be under no duty to, institute
or defend any legal proceedings which relate to the Company Documents and
Subscriber Documents. The Escrow Agent shall have the right to retain counsel if
it becomes involved in any disagreement, dispute or litigation on account of
this Agreement or otherwise determines that it is necessary to consult counsel.

          (b)  The Escrow Agent is hereby expressly authorized to comply with
and obey any Court Order. In case the Escrow Agent obeys or complies with a
Court Order, the Escrow Agent shall not be liable to the Subscriber and Company
or to any other person, firm, corporation or entity by reason of such
compliance.

                                    ARTICLE V

                                 GENERAL MATTERS

     5.1. Termination. This escrow shall terminate upon the release of all of
          -----------
the Company Documents and Subscriber Documents or at any time upon the agreement
in writing of the Subscriber and Company.

     5.2. Notices. All notices, demands, requests, consents, approvals, and
          -------
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:

          (a)  If to the Company, to:

                           Goldspring, Inc.
                           8585 E. Hartford Drive, Suite 400
                           Scottsdale, AZ 85255
                           Attn: Robert T. Faber, Director and CFO
                           Fax: (480) 505-4044

                                       6
<PAGE>

          With a copy to:

                           Anslow & Jaclin, LLP
                           4400 Route 9 South, 2nd Floor
                           Freehold, New Jersey 07728
                           Attn: Richard I. Anslow, Esq.
                           Fax: (732) 577-1188

          (b)  If to the Subscribers, to: the addresses and fax numbers listed
on Schedule A hereto


          (c)  If to the Placement Agent, to:

                           Merriman Curhan Ford & Co.
                           601 Montgomery Street, Suite 1800
                           San Francisco, CA 94111
                           Fax: (415) 248-5692


          (d)  If to the Escrow Agent, to:

                           Grushko & Mittman, P.C.
                           551 Fifth Avenue, Suite 1601
                           New York, New York 10176
                           Fax: 212-697-3575

or to such other address as any of them shall give to the others by notice made
pursuant to this Section 5.2.

     5.3. Interest. The Escrowed Payment shall not be held in an interest
          --------
bearing account nor will interest be payable in connection therewith until
immediately after the Initial Closing Date when the Second Closing Purchase
Price shall be transferred to an interest bearing account. Upon deposit of the
Second Closing Purchase Price into an interest bearing account, a Subscriber
shall be entitled to receive any accrued interest thereon, but only if the
Escrow Agent receives from the Subscriber the Subscriber's United States
taxpayer identification number and other requested information and forms. Any
interest not payable to a Subscriber shall be delivered to the New York State
lawyer client protection fund or similar fund.

     5.4. Assignment; Binding Agreement. Neither this Agreement nor any right or
          -----------------------------
obligation hereunder shall be assignable by any party without the prior written
consent of the other parties hereto. This Agreement shall enure to the benefit
of and be binding upon the parties hereto and their respective legal
representatives, successors and assigns.

     5.5. Invalidity. In the event that any one or more of the provisions
          ----------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal, or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

                                       7
<PAGE>

     5.6. Counterparts/Execution. This Agreement may be executed in any number
          ----------------------
of counterparts and by different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same instrument. This Agreement
may be executed by facsimile transmission and delivered by facsimile
transmission.



                      [THIS SPACE INTENTIONALLY LEFT BLANK]




                                       8
<PAGE>




     5.7. Agreement. Each of the undersigned states that he has read the
          ---------
foregoing Funds Escrow Agreement and understands and agrees to it.

                                            GOLDSPRING, INC.
                                            the "Company"



                                            By:
                                            ------------------------------------



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>16
<FILENAME>fs1ex21_goldspring.txt
<DESCRIPTION>LIST OF SUBSIDIARY
<TEXT>
                                   EXHIBIT 21

SUBSIDIARIES

The Plum Mining Co., LLC - State of Nevada





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>17
<FILENAME>fs1ex23_goldspring.txt
<DESCRIPTION>ACCOUNTANT CONSENT
<TEXT>
                          INDEPENDENT AUDITORS'CONSENT



We hereby consent to the use in this  Registration  Statement on Form S-1 of our
report dated March 12, 2004 relating to the consolidated financial statements of
Goldspring Inc. and Subsidiary.

We also consent to the reference to our firm under the caption "Experts" in the
Registration Statement.

/s/ Jewett Schwartz & Associates

JEWETT SCHWARTZ & ASSOCIATES


Boca Raton, Florida
April 21, 2004







</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
