On July 10, 2008, the Company amended $2,175,000 principal amount of unsecured promissory notes issued to Longview Fund, L.P. through the issuance of an Amended and Restated Promissory Note issued by the Company in favor of Longview Fund, L.P. The amended terms are as follows:

Expiration Date:              July 10, 2011

Interest Rate:                11%, payable in arrears in
                              cash or stock (at a 15%
                              discount to market price,
                              calculated as a 5 day
                              trailing VWAP)

Conversion:                   The principal amount of the
                              Note and interest thereon is
                              convertible into Goldspring
                              Common Stock at a price of
                              $.0175 per share.

Anti Dilution:                Full ratchet

Item 5.02. Election of a Director.

Pending completion of administrative procedures, Jonathan D. Jaffrey shall be appointed a Director of Goldspring, Inc. Jonathan D. Jaffrey, age 41, is the President and a founding partner of Springbanc Philanthropy Advisors, a nationally focused philanthropy consultancy. Mr. Jaffrey most recently served as chief operating officer, chief financial officer, and member of the investment committee for the W.M. Keck Foundation, a $1.4 billion private foundation focusing on science and engineering research, medical research, liberal arts, and community programs in Southern California . In addition to his duties at the W.M. Keck Foundation, Mr. Jaffrey served as President of a multigenerational family office serving the needs of a Los Angeles based Forbes 400 family. Mr. Jaffrey's experience spans nearly two decades, hundreds of millions of dollars in charitable giving, and a wide range of industry experience, each imparting invaluable business acumen. Mr. Jaffrey holds an M.B.A. from the University of Southern California .

Item 9.01. Exhibit

Attached hereto as Exhibit 99.1 is the Amended and Restated Promissory Note, dated July 10, 2008, issued by Goldspring, Inc. in favor of Longview Fund, L.P.