UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_____________



FORM 10-Q

|           |                                                                                   
|---------- | ----------------------------------------------------------------------------------
|(Mark One)
|[ X ]      | Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 
|           |                                                                                   
|           | For the quarterly period ended September 30, 2008                                 
|           |                                                                                   
|[    ]     | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
|           |                                                                                   
|           | For the transition period from  to                                                



Commission File Number: 0001073262



Golden Spirit Enterprises Ltd.

(Exact name of small business issuer as specified in its charter)



Delaware

(State or other jurisdiction of incorporation or organization)



52-2132622(I.R.S. Employer Identification No.)



385 52 Ave., Pointe-Calumet

Quebec, Canada, J0N 1G4

(Address of principal executive offices)



514-688-3289

(Issuers telephone number)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes  [ ] No



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                                                                        |                              
|----------------------------------------------------------------------- | -----------------------------
|Large accelerated filer [ ]                                             | Accelerated filer [ ]        
|Non-accelerated filer [ ]
(Do not check if a smaller reporting company) | Smaller reporting company [X]







1





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes  [ X] No





APPLICABLE ONLY TO CORPORATE ISSUERS



On September 30, 2008 there were 18,842,024 shares outstanding of the issuers common stock.





TABLE OF CONTENTS                                                                                                 PAGE



|Item 1.   Financial Statements.                                                                                                                                                            | F-1
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---
|                                                                                                                                                                                           |    
|Balance Sheet as of September 30, 2008 (Unaudited) and December 31, 2007                                                                                                                   | F-1
|                                                                                                                                                                                           |    
|Statements of Operations (Unaudited) For the Three Months and Nine Months
Ended September 30, 2008 and 2007, and the Period from September 13, 1993
(Inception) through September 30, 2008 | F-2
|                                                                                                                                                                                           |    
|Statements of Cash Flows (Unaudited) For the Nine Months
Ended September 30, 2007 and 2006, and the Period from September13, 1993 (Inception) through September 30, 2008                   | F-3
|                                                                                                                                                                                           |    
|Notes To Condensed Financial Statements (Unaudited).                                                                                                                                       | F-4
|                                                                                                                                                                                           |    
|Item 2.   Management's Discussion and Analysis or Plan of Operation.                                                                                                                       | 3  
|                                                                                                                                                                                           |    
|Item 3.   Quantitative and Qualitative Disclosures About Market Risk                                                                                                                       | 12 
|                                                                                                                                                                                           |    
|Item 4T  Controls and Procedures                                                                                                                                                           | 13 
|                                                                                                                                                                                           |    
|Part II. OTHER INFORMATION                                                                                                                                                                 | 13 
|                                                                                                                                                                                           |    
|Item 1.   Legal Proceedings                                                                                                                                                                | 13 
|                                                                                                                                                                                           |    
|Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                      | 14 
|                                                                                                                                                                                           |    
|Item 3.   Defaults Upon Senior Securities                                                                                                                                                  | 15 
|                                                                                                                                                                                           |    
|Item 4.   Submission of Matters to a Vote of Security Holders                                                                                                                              | 15 
|                                                                                                                                                                                           |    
|Item 5.   Other Information                                                                                                                                                                | 15 
|                                                                                                                                                                                           |    
|Item 6.   Exhibits                                                                                                                                                                         | 15 
|                                                                                                                                                                                           |    
|SIGNATURES                                                                                                                                                                                 | 16 







2





PART I -  FINANCIAL INFORMATION





Item 1. Financial Statements



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



CONSOLIDATED BALANCE SHEETS



|                                                                     |                          |                        
|-------------------------------------------------------------------- | ------------------------ | -----------------------
|                                                                     | September 30,            | December 31,           
|                                                                     | 2008  (unaudited)        | 2007                   
|                                                                    
|ASSETS                                                              
|CURRENT ASSETS                                                       |                          |                        
|Cash                                                                 | $                 6,760  | $                 6,282
|                                                                     |                          |                        
|TOTAL CURRENT ASSETS                                                 | 6,760                    | 6,282                  
|                                                                     |                          |                        
|AVAILABLE FOR SALE SECURITIES  related parties                      | 730,669                  | 643, 404               
|FILM PRODUCTION & DEVELOPMENT COSTS                                  | 90,763                   | 90,763                 
|FURNITURE AND EQUIPMENT, net of depreciation of $7,454 (2007-$7,038) | 11                       | 107                    
|                                                                     |                          |                        
|TOTAL ASSETS                                                         | $              828,203   | $              740,556 
|                                                                     |                          |                        
|LIABILITIES AND STOCKHOLDERS EQUITY                                
|CURRENT LIABILITIES                                                  |                          |                        
|Accounts payable and accrued liabilities                             | $                 35,561 | $            54,109    
|Due to Shotgun Energy Corporation                                    | 32,032                   | 149,605                
|Due to Legacy Wine & Spirits International Ltd.                      | 656                      | 656                    
|Due to related parties                                               | 226,955                  | 144,684                
|                                                                     |                          |                        
|TOTAL CURRENT LIABILITIES                                            | 295,204                  | 349,054                
|                                                                     |                          |                        
|COMMITMENTS AND CONTINGENCIES                                       
|                                                                    
|                                                                    
|STOCKHOLDERS EQUITY                                                 |                          |                        
|Common stock, $0.0001 par value, 500,000,000 shares authorized       |                          |                        
|Issued and outstanding:                                              |                          |                        
|18,842,024 (2007  17,941,294) common shares                         | 1,883                    | 1,794                  
|Additional paid-in capital                                           | 17,323,737               | 17,233,953             
|Deferred compensation                                                | (40,196)                 | (101,822)              
|Deficit accumulated during the development stage                     | (17,446,213)             | (17,328,957)           
|Accumulated other comprehensive income                               | 693,788                  | 586,534                
|                                                                     |                          |                        
|TOTAL STOCKHOLDERS EQUITY                                           | 532,999                  | 391,502                
|                                                                     |                          |                        
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                           | $              828,203   | $              740,556 



The accompanying notes are an integral part of these consolidated financial statements.



F-1





GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

|                                                             |                              |                     |                          |                     |                           
|------------------------------------------------------------ | ---------------------------- | ------------------- | ------------------------ | ------------------- | --------------------------
|                                                             |                              |                     |                          |                     | Results of operations from
|                                                             |                              |                     |                          |                    
|                                                             |                              |                     |                          |                     | September 13,             
|                                                             |                              |                     |                          |                     | 1993 (inception)          
|                                                             | Three months ended           | Nine months ended   | to                      
|September 30, 2008                                           | September 30, 2007           | September 30, 2008  | September 30, 2007       | September 30, 2008 
|REVENUES                                                     |                              |                     |                          |                     |                           
|Processing fees                                              | $                          - | $                 - | $                      - | $                 - | $            98,425       
|Gaming Revenue                                               | -                            | -                   | -                        | 43                  | 18,596                    
|Sale of oil and gas interest                                 | -                            | -                   | -                        | -                   | 47,501                    
|Interest income                                              | -                            | -                   | -                        | -                   | 2,927                     
|                                                             | -                            | -                   | -                        | 43                  | 167,449                   
|COST OF SALES                                                |                              |                     |                          |                     |                           
|Poker royalties and processing fees                          | -                            | -                   | -                        | 2,941               | 30,601                    
|GROSS PROFIT (LOSS)                                          | -                            | -                   | -                        | (2,898)             | 136,848                   
|GENERAL AND ADMINISTRATIVE EXPENSES                          |                              |                     |                          |                     |                           
|Advertising and marketing                                    | -                            | -                   | -                        | 5,228               | 93,895                    
|Consulting fees                                              | 20,542                       | 22,592              | 65,126                   | 300,102             | 7,371,418                 
|Depreciation and amortization                                | 32                           | 80                  | 96                       | 240                 | 132,558                   
|Exploration costs                                            | -                            | -                   | -                        | -                   | 241,754                   
|Investor relations                                           | -                            | -                   | -                        | 651                 | 695,153                   
|Loss on settlement of debt                                   | -                            | -                   | -                        | -                   | 302,500                   
|Management fees                                              | -                            | -                   | -                        | 2,133               | 378,447                   
|Office and general                                           | 19,076                       | 6,527               | 40,656                   | 37,413              | 581,693                   
|Poker Sponsorships                                           | -                            | -                   | -                        | 25,530              | 52,500                    
|Professional fees                                            | 9,450                        | 5,116               | 15,610                   | 12,440              | 591,572                   
|Travel and accommodation                                     | 9,646                        | -                   | 13,606                   | 5,426               | 247,897                   
|Wages and salaries                                           | 1,000                        | -                   | 4,300                    | -                   | 249,433                   
|Write-off of website development costs                       | -                            | -                   | -                        | -                   | 425,682                   
|Write-down (recovery) of URL costs                           | -                            | -                   | -                        | -                   | 1,571,657                 
|Write-down of technology license                             | -                            | -                   | -                        | -                   | 2,055,938                 
|Write-off of other assets                                    | -                            | -                   | -                        | -                   | 265,886                   
|                                                             | 59,745                       | 34,315              | 139,394                  | 389,164             | 15,257,983                
|LOSS BEFORE THE FOLLOWING:                                   | (59,745)                     | (34,315)            | (139,394)                | (392,061)           | (15,121,135)              
|EQUITY LOSS FROM SHOTGUN                                     | -                            | -                   | -                        | -                   | (1,394,280)               
|WRITE-DOWN OF INVESTMENT IN SHOTGUN ENERGY                   | -                            | -                   | -                        | -                   | (313,301)                 
|GAIN/(LOSS) ON SALE OF SECURITIES                            | (162)                        | -                   | 22,138                   | -                   | 30,384                    
|DILUTION GAIN  LEGACY                                       | -                            | -                   | -                        | -                   | 334,087                   
|PROPERTY OPTION LOSS                                         | -                            | -                   | -                        | -                   | (600,000)                 
|MINORITY INTEREST IN LEGACYS LOSS                           | -                            | -                   | -                        | -                   | 479,978                   
|NET LOSS                                                     | (59,907)                     | (34,315)            | (117,256)                | (392,061)           | $   (16,584,267)          
|BASIC AND DILUTED LOSS PER COMMON SHARE                      | (0.00)                       | (0.01)              | (0.01)                   | (0.02)              |                           
|BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | 18,784,711                   | 15,175,398          | 18,310,321               | 16,060,055          |                           
|                                                             |                              |                     |                          |                     |                           
|                                                             |                              |                     |                          |                    



The accompanying notes are an integral part of these consolidated financial statements.



F-2







GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

|                                                                             |                        |                     |                                
|---------------------------------------------------------------------------- | ---------------------- | ------------------- | -------------------------------
|                                                                             |                        |                     |                                
|                                                                             |                        |                     |                                
|                                                                             | Nine months ended      | Nine months ended   | September13,1993 (inception) to
|                                                                             | September 30,          | September 30,       | September 30,                  
|                                                                             | 2008                   | 2007                | 2008                           
|OPERATING ACTIVITIES                                                         |                        |                     |                                
|Net loss                                                                     | $          (117,256)   | $         (392,061) | $     (16,584,268)             
|Adjustments to reconcile net loss to net cash used in  operating activities: |                        |                     |                                
|Depreciation                                                                 | 96                     | 240                 | 133,102                        
|Fees and services paid for with shares                                       | 69,346                 | 66,376              | 5,032,480                      
|Loss on settlement of debt                                                   | -                      | -                   | 302,500                        
|Stock-based compensation                                                     | -                      | 228,000             | 2,208,169                      
|Non-cash component of URL write-down                                         | -                      | -                   | 1,214,193                      
|Resource property acquisition and exploration costs                          | -                      | -                   | 763,000                        
|Film production and development Costs                                        | -                      | (90,342)            | (90,763)                       
|Write-down of technology license                                             | -                      | -                   | 2,055,938                      
|Write-off of website development costs                                       | -                      | -                   | 206,876                        
|Equity loss from Shotgun Energy Corporation                                  | -                      | -                   | 1,394,280                      
|Write-down of investment in Shotgun Energy Corporation                       | -                      | -                   | 313,301                        
|(Gain)/Loss on sale of marketable securities                                 | (22,138)               | -                   | (30,384)                       
|Dilution gain  Legacy Wine & Spirits International Ltd.                     | -                      | -                   | (334,087)                      
|Minority interest in Legacy Wine & Spirits International Ltd. loss           | -                      | -                   | (479,978)                      
|Net changes in operating assets and liabilities                              | (18,548)               | 9,616               | 340,391                        
|                                                                             |                        |                     |                                
|CASH FLOWS USED IN OPERATING ACTIVITIES                                      | (88,500)               | (178,171)           | (3,555,794)                    
|                                                                             |                        |                     | ,                              
|INVESTING ACTIVITIES                                                         | -                      | -                   |                                
|Deposit                                                                      | -                      | -                   | (75,000)                       
|Technology license                                                           | -                      | -                   | (135,938)                      
|Acquisition of furniture and equipment                                       | -                      | -                   | (32,696)                       
|Website development costs                                                    | -                      | -                   | (306,876)                      
|Other intangible assets                                                      | -                      | -                   | (5,189)                        
|Purchase of securities  related parties                                     | (19,533)               | -                   | (75,603)                       
|Proceeds from sale of shares  related parties                               | 61,740                 | -                   | 196,606                        
|Net cash on disposition of Legacy Wine & Spirits International Ltd.          | -                      | -                   | 209,955                        
|CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES                        | 42,207                 | -                   | (224,741)                      
|                                                                             |                        |                     |                                
|FINANCING ACTIVITIES                                                         |                        |                     |                                
|Net advances (to) from related parties                                       | (35,302)               | 14,558              | 661,872                        
|Net proceeds on sale of common stock                                         | 82,073                 | 171,500             | 3,125,423                      
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                  | 46,771                 | 186,058             | 3,787,295                      
|                                                                             |                        |                     |                                
|NET INCREASE IN CASH                                                         | 478                    | 7,887               | 6,760                          
|                                                                             |                        |                     |                                
|CASH, BEGINNING OF PERIOD                                                    | 6,282                  | 7,547               | -                              
|                                                                             |                        |                     |                                
|CASH , END OF PERIOD                                                         | $                6,760 | $            15,434 | $              6,760           







The accompanying notes are an integral part of these consolidated financial statements.



F-3



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008





GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|                              
|------------------------------
|September 30, 2008 (unaudited)



NOTE 1  NATURE OF OPERATIONS



Golden Spirit Enterprises Ltd. (The Company ) was incorporated on September 13, 1993 in the State of Delaware as Power Direct, Inc.  On January 31, 2000 the Company changed its name to 2U Online.com Inc. to reflect managements decision to shift the Companys focus from oil and gas exploration and development to internet-based business development.  On October 8, 2003, the Company changed its name to Golden Spirit Minerals Ltd. to reflect managements decision to shift the Companys focus from internet-based business development to mineral exploration. On October 19, 2004, the Company changed its name to Golden Spirit Mining Ltd. On July 18, 2005, the Company changed its name to Golden Spirit Gaming Ltd. to reflect managements decision to develop an online gaming business.  The launch of the updated goldenspiritpoker.com website featuring real cash games, in addition to play money games, occurred in January 2006.  By agreement dated July 18, 2005 as amended September 20, 2005 (the Amended Agreement), the Company agreed to acquire 100% of the issued and outstanding common shares of 4 Of A Kind Enterprises (4KE) doing business as EverythingAboutPoker.com for consideration of 25,000,000 restricted shares of the Companys common stock which were placed in trust pending finalization of the agreement.  The parties have agreed to complete this acquisition, subject to satisfactory completion of due diligence (See Note 5), effective March 31, 2006. Effective June 30, 2006, the Company completed a 1 for 18 reverse stock split and changed its name to Golden Spirit Enterprises Ltd. to reflect the Companys plan to expand its operations to include the marketing of other products and venues not related to gaming. The Company will be involved in the development, production, financing and packaging of innovative film and television programming.



The consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has incurred losses since inception of $16,584,268 and at September 30, 2008 had a working capital deficiency of $288,444. The Company and its subsidiaries are in the development stage and further significant losses are expected to be incurred in developing its business.  The recoverability of the carrying value of assets and the ability of the Company to continue as a going concern is dependent on raising additional capital and ultimately on generating future profitable operations.  There can be no assurance that the Company will be able to raise the necessary funds when needed to finance its ongoing costs. Given the Companys limited operating history, lack of sales, and its operating losses, there can be no assurance that it will be able to achieve or maintain profitability. The Company intends to fund the marketing of its business with both equity financing and joint venture opportunities, although there are no assurances these opportunities will be successful. Accordingly, these factors raise substantial doubt regarding the ability of the Company to continue as a going concern.



NOTE 2- BASIS OF PRESENTATION



The financial statements include the accounts of the Company and its subsidiaries, a 100% interest in PD Oil & Gas, Inc. (inactive), and a 100% interest in Cardstakes.com Enterprises Ltd. (inactive).



The foregoing unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X Financial Statements of Smaller Reporting Companies, as promulgated by the Securities and Exchange Commission ("SEC").  Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements.  These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2007 referenced in the 10-KSB.  In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

F-4



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 2- BASIS OF PRESENTATION (continued)



The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period.  Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.



Operating results for the nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.



Film Production and Development Costs

Capitalized film production and development costs consist of investments in films which include the unamortized costs of completed films which have been produced by the Company or for which the Company has acquired distribution rights.  For films produced by the Company, capitalized costs include all direct production and financing costs, and production overhead. For acquired films, capitalized costs consist of minimum guarantee payments to acquire the distribution rights.



Costs of acquiring and producing films are amortized using the individual-film-forecast method as defined in SOP 00-2, whereby these are amortized and participation and residual costs are accrued in the proportion that current years revenue bears to managements estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films.



Capitalized film costs are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation of investment in films is reviewed on a title-by-title basis, when an event or changes in circumstances indicated that the fair value of a film is less than its unamortized cost. The fair value of the film is determined using managements future revenue and cost estimates. Additional amortization is recorded in the amount by which the unamortized costs exceed the estimated fair value of the film. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in managements future revenue estimates.



Films in progress include the accumulated costs of production, which have not yet been completed by the Company.



Films in development include costs of acquiring film rights to original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date determined not to be recoverable or when abandoned, or three years from the date of the initial investment. The Company is expecting to recover production costs in the fourth quarter of 2008. Should this not occur, the costs will be deemed unrecoverable and charged to operations.



Stock-Based Compensation

On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement No. 123(R), Share-Based Payment,(SFAS 123R).  Prior to January 1, 2006, the Company accounted for share-based payments under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees(APB 25), and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation(SFAS 123).  In accordance with APB 25, no compensation cost was required to be recognized for options granted to employees that had an exercise price equal to the market value of the underlying common stock on the date of grant.



F-5



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 2- BASIS OF PRESENTATION (continued)



The Company adopted SFAS 123R using the modified-prospective-transition method.  Under this method, compensation cost recognized for the year ended December 31, 2006 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of December 31, 2005, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R.  Compensation cost for all periods subsequent to December 31, 2006 includes the estimated fair value of all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R  In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of SFAS 123R.  The results for the prior periods have not been restated.



The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (EITF) in Issue No. 96-18.  Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.



Recent Accounting Pronouncements

In 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No109 Accounting for Income Taxes.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements in accordance with SFAS 109.  FIN 48 also prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.  FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Company adopted FIN 48 as of January 1, 2007, as required. There were no interest or general and administrative expenses accrued or recognized related to income taxes for the six months ended June 30, 2008.  The Company has not taken a tax position that would have a material effect on the financial statements or the effective tax rate for the six months ended June 30, 2008 or during the prior three years applicable under FIN 48.  It is determined not to be reasonably possible for the amounts of unrecognized tax benefits to significantly increase or decrease within 12 months of the adoption of FIN 48.  The Company is currently subject to a three year statute of limitations by major tax jurisdictions.



In December 2007, the FASB issued SFAS No. 141R, Business Combinations(SFAS 141R) and SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements  An Amendment of ARB No. 51(SFAS 160). SFAS 141R and160 require most identifiable assets, liabilities, non controlling interests, and goodwill acquired in a business combination to be recorded at full fair value and require non controlling interests (previously referred to as minority interests) to be reported as a component of equity, which changes the accounting for transactions with non controlling interest holders. The provisions of SFAS141R and 160 are effective for our fiscal year beginning January 1, 2009. SFAS 141R will be applied to business combinations occurring after the effective date and SFAS 160 will be applied prospectively to all non controlling interests, including any that arose before the effective date. We are currently assessing what impact the adoption of SFAS 141R and 160 will have on our financial position and results of operations.



On January 1, 2008, we adopted FAS No. 159, The Fair Value Option for Financial Assets and Financial LiabilitiesIncluding an amendment of FASB statement No. 115(FAS 159) but we did not make any fair value elections with respect to any of our eligible assets or liabilities as permitted under the provisions of FAS 159 as of March 31, 2008. In conjunction with the adoption of FAS 159, we also adopted FAS no. 157, Fair Value Measures, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fir value measurements. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted priced included in Level 1 that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In instances in which the inputs used to measure fair value may fall into different levels of the fair value hierarchy, the level in the fair value hierarchy within which the fair value measurement in its entirety has been determined is based on the lowest level input that is significant to the fair value measurement in its fair value measurement in its entirety.



At June 30, 2008, the only asset measured at fair value on a recurring basis is the investment in marketable securities  related parties totalling $1,264,468, which was estimated using Level 1 inputs, or quoted prices in active markets, as described above.



F-6



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 3 AVAILABLEFOR-SALE SECURITIES



The Company owns common shares of Shotgun Energy Corporation (Shotgun), a public company with directors and significant shareholders in common, that does not represent a position of control of or significant influence over Shotgun.  During 2007 the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totalling $3,775, which was recorded as other comprehensive income (loss).  As at December 31, 2007, the Company owns 53,450 shares of Shotguns common stock with a market value of $7,216. During the nine months ended September 30, 2008, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totalling $(2,940), which was recorded as other comprehensive income (loss).  As at September 30, 2008, the Company owns 53,450 shares of Shotguns common stock with a market value of $4,276 (2007 - $776).



The Company owns common shares of Legacy Wine & Spirits International Ltd. (Legacy), a public company with directors and significant shareholders in common, that does not represent a position of control of or significant influence over Legacy.  During 2007 the Company recorded an unrealized gain in the carrying value of its available-for-sale securities totalling $590,993. As at December 31, 2007, the Company owns 1,272,377 shares of Legacys common stock with a market value of $636,189. During the nine months ended September 30, 2008, the Company acquired 23,200 shares valued at $19,532 sold 64,400 shares resulting in a realized gain of $22,138 (net of commissions of $1,428) and recorded an unrealized gain in the carrying value of its available-for-sale securities totalling $101,284, which was recorded as other comprehensive income.  As at September 30, 2008, the Company owns 1,231,177 shares of Legacys common stock with a market value of $726,393. (2007 - $Nil).



Available for sale securities  related parties include the following:



|                                                             |                |                  
|------------------------------------------------------------ | -------------- | -----------------
|                                                             | September30,   | December 31,     
|                                                             | 2008           | 2007             
|1,231,177  (2007-1,272,377) shares of Legacy Mining Ltd.     | $     726,393  | $         636,188
|53,450  (2007- 53,450) shares of  Shotgun Energy Corporation | 4,276          | 7,216            
|                                                             | $      730,669 | $         643,404





NOTE 4  RESOURCE  & OTHER PROPERTIES



Second Chance Claims

On October 10, 2004, the Company entered into an agreement with Lee Holland (Holland), to acquire from Holland a 90% ownership of the Second Chance claims (the Claims) located in the Ester Creek area of Alaska for: (i) $2,000 plus 100,000 restricted Rule 144 shares of common stock valued at $6,000; (ii) $2,000 per month between November 10, 2004 and February 10, 2005 for a total of $8,000. Under the terms of the agreement, Holland retained a 10% non-assessable interest in the Claims.



On October 11, 2005, the Company entered into an agreement with Legacy Mining Ltd. (Legacy), a company with directors in common, whereby the Company sold its full 90% ownership interest of Ester Creek area claims including the Second Chance claims in exchange for 750,000 restricted shares of Legacys common stock valued at $1.



Niger Property

On April 4, 2005, the Company signed a memorandum of understanding with a private corporation to acquire a Uranium Concession on the African Continent.  The Company paid a Cdn $5,000 fee to a third party to commence the process of acquiring a thirty (30) year prospecting permit from the Niger Ministry of Mines.  The Company also agreed to issue 1,666,667 post reverse-split non-refundable restricted Rule 144 common shares upon signing the memorandum, and issue a further 3,888,889 post reverse-split restricted Rule 144 common shares and pay an additional Cdn $5,000 once the Ministry of Mines issues the Prospecting Permit.  During 2006, the Company issued the 1,666,667 non-refundable post reverse-split shares with a value of $600,000.  As at September 30, 2008, the prospecting permit has not been issued.



Other

The Company has signed an Agreement dated March 28, 2008 with EnEco Industries Ltd. ("EnEco"), a waste management company that has been in operation for fifteen years, to form an alliance for a renewable energy entity, where Golden Spirit will take majority interest in a series of Municipal Solid Waste (garbage) fueled Recycling and Resource Recovery Plants designed by EnEco. These plants will be in strategically located areas diverting tons of garbage from landfills and drastically reducing greenhouse gas outputs.



F-7



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 4  RESOURCE  & OTHER PROPERTIES (cont.)

The Agreement calls for a joint venture utilizing EnEco's expertise and technology to develop a municipal solid waste (garbage) recycling and biomass derived renewable energy facility.

Golden Spirit and EnEco will build and operate a series of solid waste recycling and biomass derived renewable energy facility with greenhouse and algae subsystems that will utilize our Thermal Oxidation Process System (TOPS) technology to generate electricity for sale to the local power grid .



NOTE 5  ONLINE GAMING BUSINESS DEVELOPMENT



On September 30, 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006 . The new proposed legislation prohibits banks, credit card companies, money transmitting businesses, and other third-party payment providers from knowingly processing online gaming transactions. Due to this ruling and the negative impact it would have on the Golden Spirit poker website, management decided to discontinue its online gaming operations in 2006.





NOTE 6  FILM PRODUCITON AND DEVELOPMENT COSTS



Film Production and development costs at September 30, 2008 are made up as follows:



|                               |  |                     |                          |                             |                           
|------------------------------ |  | ------------------- | ------------------------ | --------------------------- | --------------------------
|                               |  | Gross Cost          | Accumulated amortization | Net Cost
September 30, 2008 | Net Cost
December 31, 2007
|                               |  |                     |                          |                             |                           
|Acquired films and film rights |  | $          84,970   | $                     -  | $          84,970           | $     84,970              
|Films in progress              |  | 5,793               | -                        | 5,793                       | 5,793                     
|                               |  |                     |                          |                             |                           
|                               |  | $            90,763 | $                     -  | $            90,763         | $90,763                   





Acquired Films and Film Rights



The Company has acquired from Beijing Dadu Sunshine Film & Culture Co. Ltd., the exclusive distribution rights worldwide, except for Asia, for the film Tales of Rain and Magic.  Under the terms of the License Agreement dated March 23, 2007, the Company will receive twenty-five (25) percent interest of the gross receipts earned from sales in those countries. Tales of Rain and Magic portrays a young girls coming of age, and of the psycho-logical and physiological changes that she encounters along the way to adulthood. As of September 30, 2008, the Company has spent $ 28,535 on this project. (2007- $Nil)

The Company has signed an Agreement dated March 15, 2007 with Amazing Super Buddies Productions Inc. to act as the Producer and Distributor for a 3D Television Series for children known as ASB: Power Force. In return for advancing $54,000 U.S. to produce the series, the Company will receive a guaranteed fifteen (15) percent interest of gross receipts earned worldwide, inclusive of all character licensing and merchandise sold from the ASB: Power Force Series. As of September 30, 2008, the Company has spent $56,434 on this project. (2007 - $Nil)



Films in progress



The Company has signed an Agreement dated February 15, 2007 to represent The Cabin, a teen-oriented, horror/thriller feature film. As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. As of September 30, 2008, the Company has spent $ 3,301 on this project. (2007-$Nil)









F-8



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 6  FILM PRODUCITON AND DEVELOPMENT COSTS (cont.)



The Company has signed an Agreement dated March 15, 2007 to represent The Brotherhood of the Phoenix, a high concept action drama feature film. As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. As of September 30, 2008, the Company has spent $ 2,492 on this project. (2007-$Nil)



The Company has signed a Memorandum of Understanding dated March 23, 2007 with Pentafilms, SARL of France and Beijing Dadu Sunshine Film & Culture Co. Ltd. to co-produce and distribute a film called The Mists of Time. The financial contribution for production by each party, the final percentage of distribution rights, final casting and budget will be determined in the final agreement. As of September 30, 2008, the Company has spent $ Nil on this project. (2007-$Nil)



NOTE 7 DEFERRED COMPENSATION



The Company has recorded the prepaid amounts for consulting and management services contracts paid for by issuance of shares of common stock as deferred compensation as follows:



a)

On June 2, 2006, the Company entered into an agreement with a consultant, for a three-year term, whereby the consultant will provide consulting services to the Company (valued at $110,000) in exchange for 555,556 post reverse-split shares of the Companys common stock.  To September 30, 2008, a total of $92,439 (December 31, 2007 - $58,058) has been expensed.



b)

On June 2, 2006, the Company signed an agreement with an effective date of October 1, 2005 with a consultant, for a three-year term, whereby the consultant will provide services to the Company (valued at $82,500) in exchange for 416,667 post reverse-split shares of the Companys common stock.  To September 30, 2008, a total of $75,625 (December 31, 2007 - $61,875) has been expensed.



c)

On August 15, 2007, the Company entered into an agreement with Palisades Financial Ltd. (Palisades), a private company controlled by a significant shareholder, with a two-year term, whereby Palisades will provide investment-banking services to the Company (valued at $36,000) in exchange for 200,000 post reverse-split restricted shares of the Companys common stock.  To September 30, 2008, a total of $20,250 has been expensed. (December 31, 2007 - $6,750)



NOTE 8  CAPITAL STOCK



The Companys capitalization is 500,000,000 common shares with a par value of $0.0001 per share.  No preferred shares have been authorized.



(1)         2008 Stock Transactions

During the nine months ended June 30, 2008:



(a)

On February 27, 2008 the Company issued 30,000 restricted common shares valued at $3,300 to a director for his current services

(b)

On June 18, 2008 the Company issued 25,000 restricted common shares valued at $3,500 to a consultant for his current services

(c)

820,730 incentive stock options were exercised at $0.10 per share for proceeds of $82,073.

(d)

On September 16, 2008 the Company issued 25,000 restricted common shares valued at $1,000 to a director for her current services



(2)         2008 Stock Options



During the nine months ended September 30, 2008, the Company did not grant any stock options to directors, employees or consultants.







F-9



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 8  CAPITAL STOCK



(3)

2007 Stock Transactions

During the nine months ending September 30, 2007, the Company issued:



(a) 170,000 post reverse-split options, granted pursuant to the Companys 2006 Stock Incentive and Option Plan, were exercised at $0.09 per share for cash proceeds of $15,300.

(b) 1,130,000 post reverse-split options were exercised pursuant to the Companys 2005 and 2006 Stock Incentive and Option Plans, were exercised at $0.09 and $0.10 per share for cash proceeds of $106,200.

(c) 200,000 post reverse-split shares were issued pursuant to a Private Placement Agreement, for cash proceeds of $50,000.

(d) 7,500 post reverse-split shares were issued for consulting services with a fair value of $2,250.



(e) 200,000 restricted common shares valued at $36,000 were issued pursuant to a prepaid services agreement.





(4)

2007 Stock Options



The fair value of the common stock options granted during the year was measured at the grant date using the Black-

Scholes option pricing model with the following weighted average assumptions:



|                        |       
|----------------------- | ------
|                        |       
|Expected dividend yield | 0%    
|Risk-free interest rate | 4.95% 
|Expected volatility     | 136%  
|Expected option life    | 1 year



Pursuant to the Companys 2006 Stock Option Plans, 3,800,000 post reverse-split options were granted on March 1,

2007 at $0.10 per share.  The options were granted to employees, directors and consultants.  During the nine months   ended September 30, 2007, the Company expensed the fair value of $228,000 for these options which was estimated   using the Black-Scholes option pricing model with the following weighted average assumptions: expected option life   of 1 year; risk-free interest rate of 4.95%; expected dividend yield of 0% and expected volatility of 136%.



NOTE 9  RELATED PARTY TRANSACTIONS



During the nine months ended September 30, 2008, companies controlled by significant shareholders earned $13,500 (2007 - $16,000) pursuant to investment banking services contracts (refer to Note 6).



During the nine months ended September 30, 2008, the Company paid $4,300 to two directors. This amount represents the value of 55,000 restricted shares issued . (2007 - $2,133) to directors for management fees.



During the nine months ended September 30, 2008, the Company incurred expenses for office rent of $18,750 (2007 - $11,013) to a private company controlled by a significant shareholder.



At September 30, 2008, a total of $32,032 (December 31, 2007 - $149,605) was owing to Shotgun Energy Corporation, a public company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.









F-10



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008



NOTE 9  RELATED PARTY TRANSACTIONS (cont.)



At September 30, 2008, a total of $656 (December 31, 2007 - $656 ) was due from Legacy Wine & Spirits International Ltd.., a public company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.



The following amounts are due to related parties at:

|                         |                      |                  
|------------------------ | -------------------- | -----------------
|                         | September 30, 2008   | December 31, 2007
|                         | (unaudited)          |                  
|Significant shareholders | $            226,955 | $         144,684



All related party transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



NOTE 10  COMMITMENTS AND CONTINGENCIES



On May 2, 2003, the Company issued 25,000 post reverse-split common shares valued at $9,000 to a consultant pursuant to a stock option incentive plan.  The consultant failed to meet the terms of the stock option agreement by not paying the exercise price and as a result, the Company requested the return of the 25,000 post reverse-split shares.  The consultant refused to return the shares; therefore, the Company issued a stop transfer and commenced legal proceedings to recover the shares.  The consultant subsequently filed a Statement of Claim against the Company for damages of $53,000 Cdn.  On April 29, 2005, the Supreme Court of British Columbia issued a judgment awarding the plaintiff $15,000 Cdn in damages and $7,180 Cdn in costs; however, the 25,000 post reverse-split shares were to be returned to the Company (not yet received).In September 2005, the Company and the plaintiff agreed to payment terms to settle this damage award by a payment of $6,080 Cdn (paid) and a payment schedule of $1,000 Cdn per month for the remaining balance of the judgment commencing December 1, 2005.  The $6,080 Cdn payment was made as the result of a bailiffs executed court order on September 28, 2005, which seized the Companys bank account.  No further payments have been made towards the settlement agreement due to the Plaintiffs refusal to sign the order.



On September 28,2005, the Company received notice of a lawsuit from Thomas L. Franklin, a professional poker player formerly under contract with 4KE, for an alleged breach of contract for services rendered based on the original contract between the Company and 4KE dated July 18, 2005.  The Company, 4KE, and certain individuals, are being sued for $967,500, plus interest at the rate of 8% per annum from August 22, 2005, and all costs pertaining to this legal matter.  An attorney in Mississippi has been retained to defend this action and to apply for a dismissal of the case, based on Mississippi being the wrong jurisdiction for this suit and to defend the Company from the claims made by the plaintiff.  The court case was dismissed in favour of the Company in the second quarter of 2008.



As of August 1, 2002, Golden Spirit Enterprises Ltd..has leased 1250 sq. ft of office space from Holm Investments Ltd. at $1,000 per month for a period of 3 years and has been renewed for an additional 3 years at $2,050 per month. The current tenancy agreement expires August 1, 2008 and it was renewed for an additional 3 years at $2,200.



NOTE 11  SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES



|                                                                        |  |                     |  |                    
|----------------------------------------------------------------------- |  | ------------------- |  | -------------------
|Cash paid during the nine months ended September 30, 2008 and 2007 for: |  | 2008                |  | 2007               
|                                                                        |  |                     |  |                    
|Interest                                                                |  | $                 - |  | $                 -
|                                                                        |  |                     |  |                    
|Income taxes                                                            |  | $                 - |  | $                 -



During the nine months ended September 30, 2008:

The Company issued 30,000 restricted common shares valued at $ 3,300 to a Director

The Company issued 25,000 restricted common shares valued at $ 3,500 to a Consultant.

The Company issued 25,000 restricted common shares valued at $ 1,000 to a Director





F-11





Item 2. Managements Discussion and Analysis or Plan of Operation.

The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.



Golden Spirit Enterprises Ltd., formerly Golden Spirit Gaming Ltd., formerly Golden Spirit Mining Ltd., formerly Golden Spirit Minerals Ltd., formerly 2UOnline.com, Inc., formerly Power Direct, Inc., was incorporated in the State of Delaware on September 13, 1993, and we maintain our principal executive offices at 385 52 Ave. Pointe-Calumet, Quebec, Canada J0N 1G4. Our offices in the United States are located at 702 Kentucky Street, Suite 541, Bellingham, Washington 98225.



As 2UOnline.com, Inc., due to the growth of the Internet, the Company decided to pursue Internet-related activities. We anticipated our plan for online sales of various items (chocolates, flowers, etc.) would create positive cash flow. The plan was not realized.



As Golden Spirit Minerals Ltd. (and later Golden Spirit Mining Ltd.), the Company acquired 90% ownership of the Ester Creek Gold properties located near Fairbanks, Alaska for $45,000 cash and the issuance of 450,000 restricted shares of the Company's common stock. Due to the inability to work the property year round, the initial exploration did not warrant working the property further. The property was abandoned.



As Golden Spirit Gaming Ltd., the Company created an online poker website whereby customers could play for fun or for stakes. On September 30, 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006  prohibiting banks, credit card companies, money transmitting businesses, and other third-party payment providers from knowingly processing online gaming transactions. Due to this ruling and the negative impact it would have on the Golden Spirit poker website, management decided to discontinue its online gaming operations in 2006.

On June 30, 2006, the Company changed its name and focus from gaming to reflect the Companys plan to expand its operations to include the marketing of other products and venues. The Company is involved in the development, production, financing and packaging of innovative film and television programming.

In March 2008, the Company expanded its business to include another sector, being waste energy. The Company has signed an Agreement dated March 28, 2008 with EnEco Industries Ltd. ("EnEco"), a waste management company that has been in operation for fifteen years, to form an alliance for a renewable energy entity, where Golden Spirit will take majority interest in a series of Municipal Solid Waste (garbage) fueled Recycling and Resource Recovery Plants designed by EnEco. These plants will be in strategically located areas diverting tons of garbage from landfills and drastically reducing greenhouse gas outputs.





3





The Agreement calls for a joint venture utilizing EnEco's expertise and technology to develop a municipal solid waste (garbage) recycling and biomass derived renewable energy facility.

Golden Spirit and EnEco will build and operate a series of solid waste recycling and biomass derived renewable energy facility with greenhouse and algae subsystems that will utilize our Thermal Oxidation Process System (TOPS) technology to generate electricity for sale to the local power grid. Further details on the new Golden Spirit - Eneco project can be viewed on our website www.goldenspirit.ws.

Our Investment in Available for sale securities



The Company owns common shares of Shotgun Energy Corporation (Shotgun), a public company with directors and significant shareholders in common, that does not represent a position of control of or significant influence over Shotgun.  During 2007 the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totalling $3,775, which was recorded as other comprehensive income (loss).  As at December 31, 2007, the Company owns 53,450 shares of Shotguns common stock with a market value of $7,216. During the nine months ended September 30, 2008, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totalling $(2,940), which was recorded as other comprehensive income (loss).  As at September 30, 2008, the Company owns 53,450 shares of Shotguns common stock with a market value of $4,276 (2007 - $776).



The Company owns common shares of Legacy Wine & Spirits International Ltd. (Legacy), a public company with directors and significant shareholders in common, that does not represent a position of control of or significant influence over Legacy.  During 2007 the Company recorded an unrealized gain in the carrying value of its available-for-sale securities totalling $590,993. As at December 31, 2007, the Company owns 1,272,377 shares of Legacys common stock with a market value of $636,189. During the nine months ended September 30, 2008, the Company acquired 23,200 shares valued at $19,532 sold 64,400 shares resulting in a realized gain of $22,138 (net of commissions of $1,428) and recorded an unrealized gain in the carrying value of its available-for-sale securities totalling $101,284, which was recorded as other comprehensive income.  As at September 30, 2008, the Company owns 1,231,177 shares of Legacys common stock with a market value of $726,393. (2007 - $Nil).



Available for sale securities  related parties include the following:



|                                                             |                |                  
|------------------------------------------------------------ | -------------- | -----------------
|                                                             | September30,   | December 31,     
|                                                             | 2008           | 2007             
|1,231,177  (2007-1,272,377) shares of Legacy Mining Ltd.     | $     726,393  | $         636,188
|53,450  (2007- 53,450) shares of  Shotgun Energy Corporation | 4,276          | 7,216            
|                                                             | $      730,669 | $         643,404





4







FILM PRODUCTION & DEVELOPMENT SECTOR



Film Projects in Post Production



TALES OF RAIN AND MAGIC  is currently in post-production



Synopsis:

Misty lives with her opera singer grandmother and her orphaned cousin Rain in a charming small town along the banks of a river. Sent by her parents at an early age to study Sichuanese opera with her grandmother, Misty enjoys an idyllic and carefree childhood. At the age of four, she learns that her mother died while taking photographs of a mountain known as Goddess Peak, which begins Mistys fascination with the legend of the same name. She and her cousin Rain spend many happy hours exploring a nearby cave and hoping for a glimpse of the goddess said to inhabit it. Several years later, Misty is distraught to learn of her fathers remarriage. She returns to the cave but instead of finding the goddess, she runs into her great-uncle, who happens to be in the cave taking photographs.  Great-uncle begins teaching Misty the art of photography, just as he taught her mother many years before. Photography brings Misty closer to the memory of her mother, and she soon develops a passion for taking photos.



Grandmothers favorite student is a lovely young girl named Spring. Spring is an aspiring opera singer and an admirer of Mistys older cousin Rain. As Misty reaches adolescence and begins experiencing physical and emotional changes, she also becomes aware of the blossoming romance between Rain and Spring. This presents a problem, for Misty is also secretly in love with her cousin Rain. Her jealously leads her to snap a photo of Spring and Rain in a very compromising position and post it for everyone in the village to see. This act leads to a series of unforeseen consequences that will change Mistys life forever...With its stories of wind and water, rain and magic, love and loss, the film unfolds like a charming fairytale.



The Company is pleased to reports that its Reception Gala and World Premiere Screening of the Chinese Feature Film Tales of Rain and Magic was a smashing success, raising over $8,000 CDN for the Greater Vancouver Food Bank Society. The film played to a full capacity audience with standing room only left. The film received an enthusiastic round of applause and overwhelming accolades at the end with many of the guests inquiring as to when it will be in wide release. Tales of Rain and Magic was also well received when it was recently shown at the Shanghai, Moscow, and Rhode Island Film Festivals.

The Company has acquired from Beijing Dadu Sunshine Film & Culture Co. Ltd., the exclusive distribution rights worldwide, except for Asia, for the film Tales of Rain and Magic.  Under the terms of the License Agreement dated March 23, 2007, the Company will receive twenty-five (25) percent interest of the gross receipts earned from sales in those countries.



5



As at September 30, 2008, the Company is seeking various avenues to distribute this film

As of September 30, 2008, the Company has spent $ 28,535 on this project.



Film Productions in Progress



THE CABIN  is currently in pre-production.



The Company will act as Distributor for this high energy horror film about five beautiful university students who decide to spend a girls only weekend at a remote picturesque rustic cabin only to learn that there is an evil entity lurking in the Cabin that wants them to stay forever and does not intend for them to leave alive.



Synopsis:

The ad simply read; The perfect place. Rustic 19th century log cabin with luxurious 21st century amenities. Historic location. Details upon request. Josie knew right away that this was, as the ad read, the perfect place for the Delta Phi Sister annual study week retreat. A bit unsettling that the ad had mysteriously popped up in the Craigs List Vacation wanted section at the very moment Josie was ready to close the already thoroughly perused daily listings.



The friends decide to make it a girls only getaway, and after some not so gentle persuading of their somewhat promiscuous friend Heather, they all agree and catch a ferry to New Haven Island off the coast of Maine. Unbeknownst to the group, Heather secretly informs her boyfriend and his Omega friends of the location of the remote cabin. On the ferry ride over, the girls meet a mysterious and slightly creepy old man who gives them a token of protection against what he eerily refers to as The Haunting. He informs the girls that nearly two hundred years ago, an evil coven of witches were burned at the stake by the priests of the Christian church. Their bones were ferried over to New Haven Island and entrusted to a Keeper who built a sanctified burial ground for the bones of the burnt witches and swore an oath of eternal secrecy and protection of the bones to the church. The cabin has, over the centuries, been believed to be the eternal battleground for a mutual and unholy vendetta between the witches and the Christian priests. Undaunted and skeptical, the girls decide to press on, determined that the old guy was more than just a little insane and that the idea of some clash of the spirits is just a little too far fetched. The girls only weekend is shortly crashed by the arrival of the Alpha Omega boys.  Amidst the steam of the hot tub truth or dare sessions, strip shooter games and secret midnight girl swapping, the group discovers a Ouija board amongst the board games left in the cabin and enter themselves into a dangerous game of black magic, revenge and blood sacrifice.

The Company has signed an Agreement dated February 15, 2007 to represent The Cabin, a teen-oriented, horror/thriller feature film written by Canadian writers, Keir MacPherson and Kaelen Green. As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. If Golden Spirit decides to use a sub-distributor, sub-agent and/or sub-licensee to sell, license or distribute the Territory Rights to one or more distributors, then Golden Spirit will increase the distribution fee an additional ten percent (10%) provided that the owner gives prior written approval for such an increase.



6



As of September 30, 2008, the Company has spent $ 3,301 on this project.





THE BROTHERHOOD OF THE PHOENIX  is currently in pre-production.



The Company will act as distributor for this high concept action drama that deals with a CIA operative who is called upon to work with an infamous international arms dealer that he has been tracking for years, in an effort to rescue this daughter from an ultra-radical terrorist group who are demanding to be given the secret plans for a biological weapon of mass distribution in exchange for her freedom.



Synopsis:

When Sabella Phoenix Zahra, the only daughter of infamous, international arms dealer Asim-Abdul Zahra is kidnapped by an ultra-radical terrorist group known as Black Fist, he realizes he has only two choices; give the terrorists the secret plans for a biological weapon of mass destruction that they plan to unleash on the United States and Britain or try and enlist the help of CIA agent Arlen Atkinson, the very man whos been trying to bring him to justice for a decade.



Arlen is woken in the middle of the night by a phone call from Asim, who informs him of the situation, suggesting the two work together in an effort to rescue his daughter while at the same time, eliminating a very real threat to the safety of the United States. Arlen is torn between his desire to bring down this dangerous arms dealer and his sworn duty to faithfully protect the sovereignty of his country from a potentially catastrophic biological attack.  Choosing the lesser of two evils, Arlen contacts longtime friend, Captain Cole Herrick, commander of the ultra-secret anti-terrorism group known as The Nine.



Captain Herrick begins assembling his group of nine operatives from their various assignments around the world and begins the planning and training operations for a covert mission into the heavily fortified Indonesian jungle where Black Fist makes its headquarters. Having mixed feelings about his team being used to help an arms dealer whos long been supplying the very weapons responsible for killing thousands world wide, including some of his own operatives, he informs his team that after the rescue of the girl and the disposal of Black Fist, they will bring Asim to justice.



The team penetrates the heavily guarded jungle fortress with very little resistance and is able to successfully retrieve Sabella quite easily maybe a little too easily. On the way out, however, the team seems to be getting ambushed at every turn and it begins to become more and more apparent that there is a mole among The Nine working for Black Fist.  While deep inside enemy territory and Black Fist aware of their every move, Captain Herrick and The Nine must use every ounce of their training and instinct to get themselves and Sabella out alive. Rick and The Nine must use every ounce of their training and instinct to get themselves and Sabella out alive.

The Company has signed an Agreement dated March 15, 2007  to represent The Brotherhood of the Phoenix, a high concept action drama feature film written by Canadian writers, Keir MacPherson, Kaelen Green and May Joan Liu.

7



As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. If Golden Spirit decides to use a sub-distributor, sub-agent and/or sub-licensee to sell, license or distribute the Territory Rights to one or more distributors, then Golden Spirit will increase the distribution fee an additional ten percent (10%) provided that the owner gives prior written approval for such an increase.

As of September 30, 2008, the Company has spent $ 2,492 on this project.



AMAZING SUPER BUDDIES  is currently in production.



The Company will act as the Producer and Distributor for a 3D Television Series for children known as ASB: Power Force. The entire first series will consist of one pilot and twenty-five episodes, each having a length of twenty-two minutes. The ASB: Power Force Series is intended for distribution in Video/DVD/Television markets worldwide.



Synopsis:

After saving their world from the crystal hunting space villain Gor Vandall and his ravaging robot army, the Power Force are granted permission to explore the Universe on a mission of Knowledge, Peace and Good Times, First stop on their incredible inter-galactic tour is Earth, where the Power Force learn all about the wonders of the World, one country per episode. But all is not what it seems... Little do the Power Force realize that their old nemesis and co-founder, Gor Vandall is still alive and on the hunt! Determined to destroy the order of the Power Force and reunite the lost piece of the Crystal of the Ages, Gor will stop at nothing to attain his objectives. Only their superior skills and teamwork can save the daring buddies for Gor and his all powerful knowledge vacuum as they explore the countries of Earth on their quest for knowledge, peace and good times. More information on the Series and its characters can be seen at www.amazingsuperbuddies.com.



The Company has signed an Agreement dated March 15, 2007 with Amazing Super Buddies Productions Inc. to act as the Producer and Distributor for a 3D Television Series for children known as ASB: Power Force. The entire first series will consist of one pilot and twenty-five episodes, each having a length of twenty-two minutes. In return for advancing $54,000 U.S. to produce the series, the Company will receive a guaranteed fifteen (15) percent interest of gross receipts earned worldwide, inclusive of all character licensing and merchandise sold from the ASB: Power Force Series. In addition, the Company was granted distribution rights for the ASB: Power Force Series and its characters under a joint arrangement with Industry Works Distribution, Inc. The Company and Industry Works Distribution, Inc. will be entitled to a joint distribution fee of fifteen (15) percent of gross receipts identified as sold by the Company and Industry Works Distribution, Inc., as well as five (5) percent of gross receipts sold by other distributors.



At June 30, 2008, the Company has been advised by ASB that all 26 episodes of the childrens series have been written and the Company is currently talking to various parties to distribute the series and has received serious interest from three parties.



As of September 30, 2008, the Company has spent $ 56,014 on this project.





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THE MISTS OF TIME  is currently in pre-production.



The Company will be co-producing this love story to be filmed mainly in Shanghai, China in late 2007 or early 2008. This dramatic film is set during the Japanese occupation of Shanghai.



Synopsis:

Set in the 1930s Shanghai, a train from Harbin steams in, with crowds of Russians and Chinese disembarking.  Amongst them a young ballet dancer named Ninushka.  At the same time a small boat from Hong Kong docks in the harbour.  Mathias, a Chinese-European, visibly unkept crosses the gangway and disappears into the crowd.



Ninushka, the dancer, and Mathias, the illusionist, begin working at La Laterne, a very large, notorious casino and dance club in Shanghai. The elegant Europeans and Chinese are a part of their prestigious clientele.  This is where Ninushka and Mathias meet and fall deeply in love.



The bombing of Shanghai and the Japanese invasion destroy everything that Mathias and Ninushka have, arresting Mathias in the process.  This is the last time that Mathias and Ninushka see each other for a very long time. She continues to appear at La Laterne, refusing to accept his death as long as she hasnt seen his body.



To escape from the occupation, Ninushka decides to accept the offer from the Russian Consulate to return to the motherland.



Sixty years pass and a train arrives in present day Shanghai Station from Moscow, a beautiful, older woman steps off the train. At the same time a boat from Hong Kong arrives in the harbour with Mathias, sixty years older, still dressed in white with his dark rimmed glasses. But this time someone is waiting for him, Ninushka.



History is repeating itself.



The Company has signed a Memorandum of Understanding dated March 23, 2007 (for a period of one year ) with Pentafilms, SARL of France and Beijing Dadu Sunshine Film & Culture Co. Ltd. to co-produce and distribute a film called The Mists of Time. The financial contribution for production by each party, the final percentage of distribution rights, final casting and budget will be determined in the final agreement.





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As of September 30, 2008, the Company has spent $ Nil on this project.



In summary:

The $84,970 for acquired film rights consists of the following:

Cash payment for rights to Amazing Super Buddies (ASB)

$ 54,000

Cash payment for rights to Tales of Rain and Magic (TRM)                   25,000

35 mm film reels and gala screening costs for TRM

3,535

Compact Discs and costs for trailer for ASB                                         2,435

Total

$ 84,970





The $5,793 for films in progress consists of the following:

Cash payment for rights to The Cabin

$   1,000

Cash payment for rights to Brotherhood of the Phoenix

1,000

Filming of trailers for The Cabin and Brotherhood of the Phoenix           3,793

Total

$   5,793



The Company reviews the impairment issue at each quarter on its completed films and films in progress. The Company has letters of intent on hand with distribution partners for its films. The Company expects those assets to generate revenue in the fourth quarter of 2008. Should this not occur, the Company will address any impairment of its investment in films and film distribution rights.





WASTE ENERGY SECTOR



Our Thermal Oxidation Process System (TOPS) Greencycle Gasification plants decompose organic matter (with heat and air) and recover non-organics by utilizing specialized equipment and is a proven alternative to landfills. Greencycle uses low heat (500-600 Celsius) to convert all the carbon locked up in unsorted garbage into a form where it produces high quality heat through a second stage gas oxidizer running at around 1,100 Celsius. This process creates energy, enough to make electrical energy and support district heating / greenhouses. The Greencycle system provides controlled conditions to utilize Carbon Dioxide (CO2) for accelerated plant growth in greenhouses and algae farms.  The other non-carbon materials in garbage, such as aluminum, tin, copper and stainless steel, and can be easily separated after all the carbon has been removed without melting or slagging. Micron sized metals, silica, calcium etc, are also sorted out for re-use by using the Ash Recycling and Recovery Equipment (ARRE) sub-system.



As of September 30, 2008, the Company, having just signed the agreement on March 28, 2008, has not secured any facilities to construct the Gasification Plant, nor has it incurred any other expenditures for the six month period ended September 30, 2008.





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Liquidity and Capital Resources.



At September 30, 2008, we had total assets of $828,203, including current assets in cash only of $6,760. We have equipment of $11, net of depreciation of $7,454, film production & development costs of $90,763 and available for sale securities of $730,669. As of December 31, 2007, we had total  assets of $740,556. The increase in assets is primarily due to an increase in the carrying value of available for sale securities.



At September 30, 2008, we had current liabilities of $295,204, which was represented by accounts payable and accrued liabilities of $35,561, due to Shotgun Energy Corporation  related party of $32,032, due to Legacy Wine & Spirits International Ltd.- related party of $656 and $226,955 due to related parties. As of December 31, 2007 we had total current liabilities of $349,054. The decrease in liabilities was a result of payments made to decrease the amount due to Shotgun Energy Corporation.  At September 30, 2008, we had a working capital deficiency of $288,444. (December 31, 2007 - $342,772).



We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time.  We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule.  No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.



Results of Operations



From inception to September 30, 2008, we have incurred cumulative net losses of $16,584,268 resulting primarily from a write-down and equity loss in Shotgun Energy Corporation (a related party) of $1,707,581, a $600,000 property option loss as a recorded value of certain restricted shares issued to Legacy Wine & Spirits International Ltd.. (a related party  see our Investment in Available for sale securities - Legacy Wine & Spirits International Ltd. above) and general and administrative expenses of $15,257,984, a significant amount of which is made up of consulting fees and stock based compensation expense totaling $7,371,418.



The cash and equivalents constitute our present internal sources of liquidity. Because we are not generating any significant revenues, our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.



To address the going concern problem discussed in our financial statements, we will require additional working capital.  We will also require additional funds to implement our business strategies, including funds for:

·

payment of increased operating expenses, and further implementation of film industry business strategies.

·

payment of undetermined expenses relating to the Eneco venture (see above)







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No assurance can be given; however, that we will have access to the capital markets in the future, or that financing will be available on acceptable terms to satisfy our cash requirements needed to implement our business strategies. Our inability to access the capital markets or obtain acceptable financing could have a material adverse effect on our results of operations and financial condition and could severely threaten our ability to operate as a going concern.



Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and actual results could vary as a result of a number of factors.



Our Plan of Operation for the Next 12 Months.  We anticipate that we will need to raise additional capital within the next 12 months in order to continue as a going concern.     Therefore, additional capital may be raised through additional public or private financings, as well as borrowings and other resources.  To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders.  There can be no assurance that additional funding will be available on favorable terms, if at all.  If adequate funds are not available within the next 12 months, we may be required to curtail our operations significantly or to obtain funds through entering into arrangements with collaborative partners or others that may require us to relinquish rights to certain of our assets that we would not otherwise relinquish.



We do anticipate certain expenditures within the next 12 months for our film production and distribution.   We do not anticipate any significant research and development within the next 12 months, nor do we anticipate that we will lease or purchase any significant equipment within the next 12 months. We do not anticipate a significant change in the number of our employees within the next 12 months. We are not aware of any material commitment or condition that may affect our liquidity within the next 12 months.



Off-Balance Sheet Arrangements



Our company has not entered into any off balance sheet arrangements.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



As of September 30, 2008, we had cash in the amount of $6,760. We have not generated any significant revenues since inception and have incurred a net loss of $16,584,268 from our inception on September 13, 1999 to September 30, 2008. Our current operating funds are insufficient to cover any additional costs for our film production & distribution sector or our waste energy sector. Golden Spirit Enterprises does not expect significant start up costs to complete the installation of Gasification Plants for its waste energy project, nor does it expect significant cost relating to the distribution of its films inventory. It will have to obtain funds through entering into arrangements with collaborative partners or others to accomplish these expenditures. However, we do not have any specific plans for raising the required funds. There is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our projects.







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Item 4T Controls and Procedures.

An evaluation was conducted by our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of our disclosure controls and procedures as of September  30, 2008. Based on that evaluation, the CEO and CFO concluded that our controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.



PART II - OTHER INFORMATION



ITEM 1. Legal Proceedings



On May 2, 2003, the Company issued 25,000 post reverse-split common shares valued at $9,000 to a consultant pursuant to a stock option incentive plan.  The consultant failed to meet the terms of the stock option agreement by not paying the exercise price and as a result, the Company requested the return of the 25,000 post reverse-split shares.  The consultant refused to return the shares; therefore, the Company issued a stop transfer and commenced legal proceedings to recover the shares.  The consultant subsequently filed a Statement of Claim against the Company for damages of $53,000 Cdn.  On April 29, 2005, the Supreme Court of British Columbia issued a judgment awarding the plaintiff $15,000 Cdn in damages and $7,180 Cdn in costs; however, the 25,000 post reverse-split shares were to be returned to the Company (not yet received).In September 2005, the Company and the plaintiff agreed to payment terms to settle this damage award by a payment of $6,080 Cdn (paid) and a payment schedule of $1,000 Cdn per month for the remaining balance of the judgment commencing December 1, 2005.  The $6,080 Cdn payment was made as the result of a bailiffs executed court order on September 28, 2005, which seized the Companys bank account.  No further payments have been made towards the settlement agreement due to the Plaintiffs refusal to sign the order.



On September 28,2005, the Company received notice of a lawsuit from Thomas L. Franklin, a professional poker player formerly under contract with 4KE, for an alleged breach of contract for services rendered based on the original contract between the Company and 4KE dated July 18, 2005.  The Company, 4KE, and certain individuals, are being sued for $967,500, plus interest at the rate of 8% per annum from August 22, 2005, and all costs pertaining to this legal matter.  An attorney in Mississippi has been retained to defend this action and to apply for a dismissal of the case, based on Mississippi being the wrong jurisdiction for this suit and to defend the Company from the claims made by the plaintiff.  The court case was dismissed in favor of the Company in the second quarter of 2008.





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ITEM 1A. Risk Factors



Not applicable



ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds





(1)        2008 Stock Transactions

During the nine months ended September 30, 2008:



(a)

On February 27, 2008 the Company issued 30,000 restricted common shares valued at $3,300 to a director for his current services

(b)

On June 18, 2008 the Company issued 25,000 restricted common shares valued at $3,500 to a consultant for his current services

(c)

820,730 incentive stock options were exercised at $0.10 per share for proceeds of $82,073.

(d)

On September 16, 2008 the Company issued 25,000 restricted common shares valued at $1,000 to a director for her current services





(2)        2008 Stock Options

During the nine months ended September 30, 2008, the Company did not grant any stock options to directors, employees or consultants.





(3)

2007 Stock Transactions

During the nine months ending September 30, 2007, the Company issued:



(a) 170,000 post reverse-split options, granted pursuant to the Companys 2006 Stock Incentive and Option Plan, were exercised at $0.09 per share for cash proceeds of   $15,300.



(b) 1,130,000 post reverse-split options were exercised pursuant to the Companys 2005 and 2006 Stock Incentive and Option Plans, were exercised at $0.09 and $0.10 per share   for cash proceeds of $106,200.



(c) 200,000 post reverse-split shares were issued pursuant to a Private Placement Agreement, for cash proceeds of $50,000.



(d) 7,500 post reverse-split shares were issued for consulting services with a fair value of $2,250.



(e) 200,000 restricted common shares valued at $36,000 were issued pursuant to a prepaid services agreement.









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(4)

2007 Stock Options



The fair value of the common stock options granted during the year was measured at the grant date using the Black-Scholes option pricing model with the following weighted   average assumptions:





|                        |       
|----------------------- | ------
|                        |       
|Expected dividend yield | 0%    
|Risk-free interest rate | 4.95% 
|Expected volatility     | 136%  
|Expected option life    | 1 year



Pursuant to the Companys 2006 Stock Option Plans, 3,800,000 post reverse-split options were granted on March 1, 2007 at $0.10 per share. The options were granted to employees, directors and consultants. During the nine months ended September 30, 2007, the Company expensed the fair value of $228,000 for these options which was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: expected option life of 1 year; risk-free interest rate of 4.95%; expected dividend yield of 0% and expected volatility of 136%.





ITEM 3.  Defaults Upon Senior Securities



None.



ITEM 4. Submission of Matters to Vote of Security Holders



None.



ITEM 5.  Other Information



On August 7, 2008, Janice Chow, a businesswoman based in Hong Kong joined the Board of Directors of the Company.  Long time director and former President, Robert Klein has resigned as a director of the Company to pursue other business interests.





ITEM 6. EXHIBITS



Exhibit 31.1 - Section 906 Certification of Periodic Report of the Chief Executive Officer.



Exhibit 31.2 - Section 906 Certification of Periodic Report of the Chief Financial Officer.



Exhibit 32.1 - Section 302 Certification of Periodic Report of the Chief Executive Officer.



Exhibit 32.2 - Section 302 Certification of Periodic Report of the Chief Financial Officer.





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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                          |                                
|------------------------- | -------------------------------
|                          |                                
|                          | GOLDEN SPIRIT ENTERPRISES LTD. 
|                          |                                
|                          |                                
|Date: November 14 14,2008 | By:   /s/ M. Scheive           
|                          | Marc Scheive                   
|                          | President and C.E.O.           
|                          |                                
|Date: November14,2008     | By:   /s/ J. Chow              
|                          | Janice Chow                    
|                          | Secretary, Treasurer and C.F.O.







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