U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-QSB



QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF

1934 FOR THE QUARTERLY PERIOD ENDED



September 30, 2007



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ___________ to ___________



Commission File Number: 0-26101



GOLDEN SPIRIT ENTERPRISES LTD.

(Exact name of registrant as specified in its charter)



DELAWARE                        52-2132622

(State or other jurisdiction of        (I.R.S. Employer

incorporation or organization)       Identification No.)



1288 Alberni  Street, Suite 806, Vancouver,     V6E 4N5

British Columbia, Canada

(Address of registrant's principal executive offices)    (Zip Code)



604.664.0499

(Registrant's Telephone Number, Including Area Code)



Check whether the issuer (1) filed all reports required to be filed by Section

13 or 15(d) of the Exchange Act during the past 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. Yes [X]   No [ ]



Indicate by check mark whether the registrant is a shell company (as defined

in Rule 12b-2 of the Exchange Act)   Yes [ ]   No  [X]



APPLICABLE ONLY TO CORPORATE ISSUERS



State the number of shares outstanding of each of the issuer's classes of

common equity, as of the latest practical date.  As of September 30, 2007 there

were 17,236,124 shares of the issuer's $.0001 par value common stock issued

and outstanding.



Transitional Small Business disclosure format:  Yes [ ]   No  [X]



INDEX





Pages

Part I. FINANCIAL INFORMATION



Item 1.   Financial Statements.



Consolidated Balance Sheets as of September 30, 2007 (Unaudited)

and December 31, 2006..........................................................................................................................F-1



Consolidated Statements of Operations (Unaudited) For the Three Months

and Nine MonthsEnded September 30, 2007 and 2006,and the Period from

February 18, 1999 (Inception) through September 30, 2007...........................................................F-2



Consolidated Statements of Cash Flows (Unaudited) For the Nine Months

Ended September 30, 2007 and 2006,and the Period from February18, 1999

(Inception) through September 30, 2007...........................................................................................F-3



Notes To Consolidated Financial Statements (Unaudited).......................................................... F-4



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



Item 3.   Controls and Procedures.....................................................................................................14



Part II. OTHER INFORMATION



Item 1.   Legal Proceedings................................................................................................................14



Item 2.   Changes in Securities and Use of Proceeds.....................................................................15



Item 3.   Defaults Upon Senior Securities........................................................................................17



Item 4.   Submission of Matters to a Vote of Security Holders....................................................17



Item 5.   Other Information.................................................................................................................17



Item 6.   Exhibits .................................................................................................................................20



SIGNATURES.....................................................................................................................................20





========================================================================================================================================





PART I  FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS







GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



CONSOLIDATED BALANCE SHEETS



September 30,2007
    (unaudited)December 31,
      2006ASSETSCURRENT ASSETSCash$             15,434$                  7,547Receivables24,4582,966Available-for-sale securities7761,087Prepaids and deposits-20,464TOTAL CURRENT ASSEST
      40,66832,064DUE FROM LEGACY MINING LTD.-20,082FILM PRODUCTION & DEVELOPMENT COSTS90,342-FURNITURE AND EQUIPMENT, net of depreciation of $7,278 (2006-$7,038)187427TOTAL ASSESTS$           131,197$              52,573LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities$             55,304$              57,020Due to Shotgun Energy Corporation147,081215,054Due to Legacy Mining Ltd.656-Due to related parties184,028109,875TOTAL CURRENT LIABILITIES$           387,069$            381,949CONTINGENCIESSTOCKHOLDERS DEFICITCommon stock, $0.0001 par value, 500,000,000 shares authorizedIssued and outstanding:17,236,124 (2006  15,528,624) common shares1,7231,553Additional paid-in capital17,163,82416,726,244Deferred compensation(122,364)(150,490)Deficit accumulated during the development stage(17,298,060)(16,905,999)Accumulated other comprehensive loss(995)(684)TOTAL STOCKHOLDERS' DEFICIT(255,872)(329,376)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT$           131,197$                52,573




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)

For the period
        fromSeptember 13,Three months endedNine months ended1993 (inception) toSeptember 30,
      2007September 30,
        2006September 30,
          2007September 30, 2006September 30,
      2007REVENUESProcessing fees$                 -$                 -$                 -$                 -$                   98,425Gaming Revenue-3,7334318,07118,596Sale of oil and gas interest----47,501Interest income----2,927-3,7334318,071167,449COST OF SALESPoker royalties and processing fees-12,1122,94124,47930,517GROSS PROFIT (LOSS)-(8,379)(2,898)(6,408)136,932GENERAL AND ADMINISTRATIVE EXPENSESAdvertising and marketing-2,2395,2287,43693,895Consulting fees22,592280,626300,102683,7557,285,750Depreciation and amortization808,41424022,464132,382Exploration costs----241,754Investor relations-27,33265192,097695,154Loss on settlement of debt----302,500Management fees-1,5602,1335,420378,447Office and general6,52714,79037,41343,004505,226Poker Sponsorships-8,500-42,50052,500Professional fees5,1168,85825,53030,867574,229Travel and accommodation-5,93212,44015,705227,219Wages and salaries-545,426997245,133Write-off of website development costs---80,000425,682Write-down (recovery) of URL costs----1,571,657Write-down of technology license----2,055,938Write-off of other assets----265,886TOTAL GENERAL AND ADMINSTRATIVE EXPENSES34,315358,305389,1631,024,24515,053,352LOSS BEFORE THE FOLLOWING:(34,315)(366,684)(392,061)(1,030,653)(14,916,420)EQUITY LOSS FROM SHOTGUN----(1,394,280)WRITE-DOWN OF INVESTMENT IN SHOTGUN----(313,301)LOSS ON SALE OF SECURITIES----(26,178)DILUTION GAIN  LEGACY----334,087PROPERTY OPTION LOSS---(600,000)(600,000)MINORITY INTEREST IN LEGACYS LOSS----479,978NET LOSS$           (34,315)$        (366,684)$        (392,061)$       (1,630,653)$         (16,436,114)BASIC AND DILUTED LOSS PER COMMON SHARE$(0.01)$(0.02)$(0.02)$(0.12)BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING(Note 9)15,175,39815,175,39816,060,05514,117,815




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 endedNine months endedFor the period from September 13, 1993
      (inception)September 30,September 30,to September 30,200720062007OPERATING ACTIVITIESNet loss$          (392,061)$      (1,630,653)$       (16,436,114)Adjustments to reconcile net loss to net cash used in  operating activities:Depreciation24022,464132,382Fees and services paid for with shares66,376647,7874,963,054Loss on settlement of debt--302,500Stock-based compensation228,000119,5002,208,169Non-cash component of URL write-down--1,214,193Resource property acquisition and exploration costs-600,000763,000Film production and development costs(90,342)-(90,342)Write-down of technology license--2,055,938Write-off of website development costs-80,000206,876Equity loss from Shotgun Energy Corporation--1,394,280Write-down of investment in Shotgun Energy Corporation--313,301Loss on sale of marketable securities--26,178Dilution gain  Legacy Mining Ltd.--(334,087)Minority interest in Legacy Mining Ltd.s loss--(479,978)Net changes in operating assets and liabilities9,616(34,582)327,574CASH FLOWS USED IN OPERATING ACTIVITIES(178,171)(195,484)(3,433,076)INVESTING ACTIVITIESDeposit--(75,000)Technology license--(135,938)Acquisition of furniture and equipment--(32,696)Website development costs-(100,000)(306,876)Other intangible assets--(5,189)Net proceeds from sale of shares of Shotgun Energy Corporation--99,470Net cash on disposition of Legacy Mining Ltd.--209,955CASH FLOWS USED PROVIDED BY INVESTING ACTIVITIES(100,000)(246,274)FINANCING ACTIVITIESIncrease in bank overdraft (repayment)-(52)-Net advances from related parties14,558212,288721,634Net proceeds on sale of common stock171,50088,5002,973,150CASH FLOWS PROVIDED BY FINANCING ACTIVITIES186,058300,6363,694,784NET INCREASE IN CASH7,887515215,434CASH, BEGINNING OF PERIOD7,547--CASH , END OF PERIOD$               15,434$                5,152$                 15,434






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, 2007 (unaudited)



NOTE 1  NATURE OF OPERATIONS



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 $16,436,114 and at September 30, 2007 had a working capital deficiency of $346,401.  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-QSB and Regulation S-B 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, 2006 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, 2007





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, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.



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.



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, 2007





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 No  109 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 nine months ended September 30, 2007.  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 nine months ended September 30,2007 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 February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.





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 2006 the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totalling $569  (2005  unrealized gain of $1,112), which was recorded as other comprehensive income (loss).  As at September 30, 2007, the Company owns 3,450 post-reverse split  shares of Shotguns common stock with a market value of $776 (December 31, 2006 - $1,087).



F-6



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





NOTE 4  RESOURCE 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 September30, 2007, the prospecting permit has not been issued.



NOTE 5  ONLINE GAMING BUSINESS DEVELOPMENT



Arc2 Entertainment

On July 12, 2005, the Company entered into a Software Sub License Agreement (SSL Agreement) with Arc2 Entertainment (Arc2), a British Virgin Islands Corporation   whereby Arc2 agreed to build, operate and manage the Companys online gaming website, GoldenSpiritPoker.com.  Arc2 is an online gaming software development and marketing company that has licensed the Company the rights to route users to such software utilized for the operation of online gaming.



The total consideration to be paid to Arc2 by the Company was as follows:



(a)

Initial fee: The Company agreed to pay Arc2 , under the original SSL Agreement, a one-time, non-refundable license acquisition website and development fee in the amount of $100,000, $80,000 due upon execution (paid) and $20,000 would be due upon launch of the live website where players are able to play on the site for real money.  The Company negotiated with Arc2 who agreed to accept the $80,000 as payment in full payment (see below).



(b)

Monthly license fee: The Company agreed to pay Arc2 an ongoing monthly fee based on a monthly amount equivalent to 28% of the net monthly revenue generated by the website.



(c)

Payment for consulting fees: Upon the signing of this agreement, the Company issued 5,555,556 post reverse-split Rule 144 restricted shares of its common stock with a fair value of $2,000,000 to Arc2 and its designees.  This amount has been recorded as deferred compensation as a separate component of stockholders deficit and is amortized using the straight-line method as consulting expenses over the three-year term of the SSL Agreement.  As a result of the Companys change of business, these services are no longer required and have no future benefit.  Accordingly, during 2006, the Company recorded consulting fees of $1,666,667 being the full balance of the amounts previously deferred as at December 31, 2005.



(d)

Payment for development costs: The Company would be responsible for all of the remaining costs in connection with the development of the online gaming website.



F-7



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





NOTE 5  ONLINE GAMING BUSINESS DEVELOPMENT (continued)



The website, where people are able to play with and for play money or play for free, was launched in September 2005.  This first play for free phase is intended to draw players while the live version, where players are able to play on the site for cash, is being developed.  The live version was launched in January 2006. The Company receives revenues for hosting games between players by collecting a percentage (rake) from each real money pot.



On January 12, 2006, the Company entered into an amended Licensing Agreement with Arc2 titled Internet Poker Room, Casino and Sportsbook Software Licensing Agreement (Amended SSL Agreement).  The Amended SSL Agreement will provide the Company access to a broader base network of players online for poker games in addition to new software for casino table games such as Blackjack, Roulette, Baccarat, Craps, Slot Machines and Video Poker.  The casino software is available in several different languages such as French, Italian, Japanese, Korean, German, Chinese, Turkish and Spanish.  Although the sportsbook software is included, it will not be utilized at this time.  The original term of the Amended SSL Agreement is for 36 months followed by automatic 2 year renewals which may be terminated by either party.  The Company originally intended to amortize the software license acquisition fee over the 36 month initial term.  However, as a result of the change in business, these costs were fully amortized during 2006 as they are estimated to have no useful life beyond December 31, 2006.



Under the Amended SSL Agreement, consideration paid to Arc2 by the Company was modified as follows:



a)

Initial fee: The Company shall pay Arc2 a one-time, non-refundable software license acquisition fee in the amount of $100,000 in addition to the $80,000 previously paid in connection with the original software. Arc2 and its designees are still entitled to retain the 5,555,556 post reverse-split rule 144 restricted shares of its common stock with an original fair value of $2,000,000 as under the original agreement (See above).



b)

Monthly license fee: The Company shall pay to Arc2 an ongoing monthly fee based on a monthly amount equivalent to 30% of the net monthly revenue.



c)

The Company shall pay a monthly support fee to licensor or its designee in the amount of $1,000 commencing upon the launch of the site.  This fee may be reasonably adjusted on a semi-annual basis to reflect the growth of licensee's web site traffic and customer service requirements.  This fee was waived for the first 3 months after launch.



As a result of the Amended SSL Agreement, the Company wrote-off the initial $80,000 of capitalized web site development costs due to the initial software acquired being replaced with new software.



On September 30, 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006 (included in H.R. 4954, the Port Security Improvement Act of 2006) (The Act).  The President is expected to sign it in the near future. The new  legislation prohibits banks, credit card companies, money transmitting businesses, and other third-party payment providers from knowingly processing online gaming transactions.

After the bill is signed, the U.S. Attorney General will have 270 days (9 months) to determine how the law will be enforced.



A notice has been posted on our website, www.goldenspiritpoker.com, informing players of the new legislation. Currently our site no longer accepts registrations or monetary deposits from U.S. players.  They may, however, continue playing on our for fun site.



Due to this ruling and the negative impact it would have on the Golden Spirit poker website, management has decided to discontinue its online gaming operations.



F-8



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





NOTE 5  ONLINE GAMING BUSINESS DEVELOPMENT (continued)



Poker Sponsorships



On January 27, 2006, the Company entered into an agreement with Anna Benson Enterprises (Benson) for the purposes of sharing cross-site access between the Companys website and the Benson website and for the performance of the services by the Company and Benson.  Total consideration to be paid to Benson will be as follows:



i)

Take fee: Benson will receive payment on a quarterly basis commencing on March 31, 2006 (the Effective Date), 10% of the rake that is earned by, and paid to, the Company from all poker tables on www.goldenspiritpoker.com and any affiliated sites established after the Effective Date.  An advance of $30,000 was paid to Benson in the amount of $5,000 per month for the first 6 months, commencing on the Effective Date.



ii)

Traffic fee: Benson will receive 20% of revenue from all traffic that is originating and transferred directly from www.annabenson.net to www.goldenspiritpoker.com.



iii)

Affiliate fee: Benson will receive 2.5% of the amount earned from online games (excluding poker) on the Companys website paid to the Company and any added affiliated websites after the Effective Date less any amounts paid as traffic fees for Benson Services.



On January 24, 2006, the Company entered into an Agreement with Abdul R. Aref (ARA) with compensation for his services in marketing, as follows:



a)

5% override on all affiliate programs set up by ARAs network.



b)

10% override on all signup and referral bonuses from leads within ARAs network.



c)

30% payment of fees generated by ARA on GSP affiliate programs set up directly by ARA.



On March 30 2006, the Company issued 16,667 post reverse-split restricted common shares valued at $9,000 to Ron Rose, a professional poker player, in exchange for joining the Advisory Board and being a featured player in the VIP room of our website.



On June 26, 2006, the Company sponsored Mr. Rose in the amounts of $1,500 and $2,000 for two tournaments at the 2006 World Series of Poker.  It has been agreed that any monetary winnings from the above mentioned tournaments will firstly be used to repay Golden Spirit Poker for the buy-in fees used to enter Mr. Rose into the tournaments and secondly, will be split 50:50 between Mr. Rose and the Company.  Mr. Rose also agrees to help promote the Company by wearing clothing with the Companys logo during the WSOP events.



On July 12, 2006, the Company entered into an Affiliate Program Agreement with Massey Resources, LLC, a Nevada Corporation, doing business as Your Mental Edge (YME).  YME is in the business of developing programs for golfers and gamblers to instil the confidence and focus necessary for them to succeed.  The Company will provide the YME logo link on its website, as well as assisting YME to get their logo link on other partnered websites.  In exchange, the Company will receive a 25% commission from YME for any person that visits their site from the logo link on the Companys website and purchases either a Casino Series or Golf Series program.  An additional 5% net commission will be paid to the Company for those who purchase programs coming from the Companys partnered sites.



F-9



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





NOTE 6  FILM PRODUCITON AND DEVELOPMENT COSTS



Film Production and development costs at September 30, 2007 are made up as follows:



|                               |  |                     |                          |                             |                             
|------------------------------ |  | ------------------- | ------------------------ | --------------------------- | ----------------------------
|                               |  | Gross Cost          | Accumulated amortization | Net cost
September 30, 2007 | Net Cost
  December 31, 2006
|                               |  |                     |                          |                             |                             
|Acquired films and film rights |  | $          84,549   | $                     -  | $          84,549           | $                     -     
|Films in progress              |  | 5,793               | -                        | 5,793                       | -                           
|                               |  |                     |                          |                             |                             
|                               |  | $            90,342 | $                     -  | $           90,342          | $                     -     





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, 2007, the Company has spent $ 28,535 on this project.

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, 2007, the Company has spent $56,014 on this project.



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, 2007, the Company has spent $ 3,301 on this project.



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, 2007, the Company has spent $ 2,492 on this project.



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. As of September 30, 2007, the Company has spent $ Nil on this project.





F-10



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





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 15, 2005, 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 $60,000) in exchange for 166,666 post reverse-split restricted shares of the Companys common stock.  To September 30, 2007, a total of $60,000 (December 31, 2006 - $46,250) has been expensed.



b)

On July 12, 2005, the Company entered into the SSL Agreement with Arc2.  Under the terms of the SSL Agreement, Arc2 will build and operate the Companys online gaming website in connection with which Arc2 will license to the Company Arc2s software utilized for the operation of online gaming.  Upon the signing of the SSL Agreement, the Company issued 5,555,556 post reverse-split (valued at $2,000,000) Rule 144 restricted shares of its common stock to Arc2 and its designees as payment for the marketing and management services to be provided over the 3-year term of the Agreement (See Note 5).  To September 30, 2007, a total of $2,000,000 (December 31, 2006 - $2,000,000) has been expensed.



c)

On October 1, 2004, the Company entered into agreements with Holm Investments Ltd. (Holm) a private company controlled by a shareholder, for a three-year term, whereby Holm will provide investor relations services to the Company (valued at $175,000) in exchange for 97,222 post reverse-split restricted shares of the Companys common stock. The investor relations services include researching, editing and generating a company profile, technical chart analysis, relaying the Companys business perspectives and distribution of corporate updates, including press releases.  To September 30, 2007, a total of $175,000 (December 31, 2006 - $175,000) has been expensed.



d)

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, 2007, a total of $48,891 (December 31, 2006 - $21,390) has been expensed.



e)

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, 2007, a total of $54,995 (December 31, 2006 - $34,370) has been expensed.



f)

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, 2007, a total of $2,250 has been expensed.





F-11



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





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.



On June 1, 2006, the Company announced a one for eighteen (1:18) reverse stock split of all of the Companys outstanding common stock without any change in par value for the shares of common stock.  The capitalization of 500,000,000 shares with a par value of $0.0001 per share remains the same after the reverse stock split.  Shareholder approval was obtained to affect the reverse stock split and on June 6, 2006 the Company filed a certificate with the Secretary of State of Delaware authorizing the 1:18 reverse stock split.  The reverse stock split became effective June 30, 2006.  All previous references to shares of common stock and weighted average common shares outstanding have been restated to give affect to the 1:18 reverse stock split unless otherwise stated.



(1)

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.



(2)

2007 Stock Options



(a)

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%.



F-12



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





NOTE 9  RELATED PARTY TRANSACTIONS



During the nine months ended September 30, 2007, companies controlled by significant shareholders earned $16,000 (2006 - $15,000) pursuant to investment banking services contracts (refer to Note 6).



During the nine months ended September 30, 2007, private companies controlled by significant shareholders earned $Nil (2006 - $51,042) pursuant to investor relations services contracts (refer to Note 6).



During the nine months ended September 30, 2007, the Company paid $2,133 (2006 - $3,860) to two directors for management fees.



During the nine months ended September 30, 2007, the Company incurred expenses for office rent of $11,013 (2006 - $10,917) to a private company controlled by a significant shareholder.



At September 30, 2007, a total of $147,081 (December 31, 2006 - $212,054) 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.



At September 30, 2007, a total of $656 (December 31, 2006 - $20,082 due from Legacy Mining Ltd.), a 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, 2007
  (unaudited) | December 31, 2006
|                         |                                  |                  
|Significant shareholders | $            184,028             | $         109,875



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  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 outcome of this litigation and an estimate of loss are presently not determinable and no provision for loss relating to this lawsuit has been recorded.



F-13



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2007





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



|                                                                         |  |                     |  |                    
|------------------------------------------------------------------------ |  | ------------------- |  | -------------------
|Cash paid during the three months ended September 30, 2007 and 2006 for: |  | 2007                |  | 2006               
|                                                                         |  |                     |  |                    
|Interest                                                                 |  | $                 - |  | $                 -
|                                                                         |  |                     |  |                    
|Income taxes                                                             |  | $                 - |  | $                 -





During the nine months ended June 30, 2007:



The Company issued 200,000 post reverse-split restricted common shares valued at $36,000 pursuant to an investment banking services agreement. (See note 7).

NOTE 12  SUBSEQUENT EVENT

Pursuant to

 an agreement dated October 26, 2007 (the Agreement),  by and among Golden Spirit Enterprises Ltd.,  Port Solutions International Ltd., a pending British Columbia Corporation ( Acquisition Sub), Computainer Systems International Inc., a private Corporation incorporated under the Canada Corporations Business Act

(CSI
         

).

Basic Terms

CSI
         desires to sell to the Acquisition Sub, and the Acquisition Sub desires to purchase from

CSI
         , those assets which relate to the Companys Shuffle Systems Technology (as defined below).The Computainer Shuffle System Technology which is a fully automated, computer-controlled, handling, sorting, storing and inventory system for (20) twenty and (40) forty foot ISO shipping containers.  The Shuffle System is the result of over (10) ten years of research, design engineering, functional models (built and tested), feasibility studies, resulting with the manufacturing, construction and (2) two years of independent-testing of a full size, completely operational Shuffle System combined with over $9,500,000.00 in investment to date.  The Computainer System represents the most significant milestone within the container shipping industry over the past (40) forty years.  Acquisition Sub will acquire the assets and all worldwide proprietary Information, such as, blueprints, patents, copyrights, marketing and licensing rights, business plans, data reports, methods of doing business, contact persons, customer lists, studies, findings and ideas, but not limited to these items.  

CSI
         will provide certain of its representatives to disclose and receive those assets and Proprietary Information in a timely and organized manner.  All parties will maintain the trade secret status of its respective assets and Proprietary Information.



Consideration

(i)  The Consideration payable hereunder for the Acquired Assets shall be allocated among the various Acquired Assets by Acquisition Sub in a manner reasonably acceptable to

CSI
         (the  Purchase Price Allocation). The Purchase Price of 9,000,000 restricted 144 shares will be issued within sixty (60) days following the Closing on December 31, 2007.

(ii)

Golden Spirit
         will undertake to retire the existing debt of $350,000 CDN to old shareholders and overdue creditors of the

CSI
         .

(iii)

Golden Spirit
         will raise a minimum of $250,000 CDN to a maximum of $500,000 CDN for operating capital of the

Acquisition Sub
         .

(iv) A finders Fee of 300,000 144 Registered shares will be paid to a non-related individual.



Future plans in relation to this asset acquisition will be clarified following successful completion of the due diligence period to closing on December 31, 2007.







F-14

ITEM 2.

Plan of Operation



THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT ESTIMATE THE HAPPENING OF FUTURE EVENTS AND ARE NOT BASED ON HISTORICAL FACT. FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE", "ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS, HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.



THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.



Item 1. Description of Business.



Our Background. 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 1288 Alberni Street, Suite 806, Vancouver, British Columbia, Canada V6E 4N5. Our offices in the United States are located at 702 Kentucky Street, Suite 541, Bellingham, Washington 98225.



2



We changed our name from Power Direct, Inc., to 2UOnline.com, Inc. by filing a Certificate of Amendment to our Certificate of Incorporation on January 31, 2000. We also changed our trading symbol from "PWDR" to "TWOU" in order to reflect our decision to shift our focus from oil and gas production to Internet- related activities. Our symbol was then changed to "TWOUE".  On or about April 18, 2000, we were removed from the Over-the-Counter Bulletin Board ("OTCBB") for failure to comply with NASD Rule 6530, which requires any company listed on the OTCBB to be current in its public reporting obligations pursuant to the Securities and Exchange Act of 1934. The Company was re-instated on the OTCBB on October 7, 2002 under the symbol "TWOU". The Company filed a certificate of amendment to its Articles of Incorporation with the State of Delaware on October 1, 2003 to change its name to Golden Spirit Minerals Ltd. The name change reflects management's decision to shift the Company's focus from internet-based business development to mineral exploration. On October 8, 2003, the trading symbol for the Company became "GSPM". On October 19, 2004, the Company changed its name to Golden Spirit Mining Ltd. and the trading symbol was "GSML". On July 18, 2005 the Company changed its name to Golden Spirit Gaming Ltd. and the trading symbol was GSGL. On June 30, 2006, the Company changed its name to Golden Spirit Enterprises Ltd. and the trading symbol is currently GSPT.



On August 17, 2005, the Company incorporated Golden Spirit Poker Company Limited, a British Virgin Islands Corporation.  Golden Spirit Gaming Ltd. was issued 10 shares of this Company for consideration of $10.00, representing 100% of the issued capital of Golden Spirit Poker Company Limited.



We were originally incorporated to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. We were inactive from September 13, 1993, through November 1998, when we began the process of identifying potential business interests, including, but not necessarily limited to, interests in oil and natural gas producing properties.



Our Business.  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 will be involved in the development, production, financing and packaging of innovative film and television programming.

During the six  period ended, management has decided to cease its online gaming operations.  Since then, the following new events have occurred:



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.



3



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.



As at September 30, 2007, the Company is seeking various avenues to distribute this film



As of September 30, 2007, the Company has spent $ 28,535 on this project.



PROJECTS 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.



4





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.



As of September 30, 2007, 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 its 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.

5



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.



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, 2007, 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 September 30, 2007, 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.



6



As of September 30, 2007, the Company has spent $ 56,014 on this project.



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.



As of September 30, 2007, the Company has spent $ Nil on this project.



Prior Business. Our initial focus was on the development of oil and natural gas properties. In this regard, we purchased interests in two properties; one in the United States and one in Canada. In or around December 1999, we decided to review the focus of our business, primarily the direction we would take with our various oil and gas projects. We decided that maintaining interests in oil and gas producing properties should no longer be our focus. Due to the growth of the Internet, we decided to pursue Internet-related activities. We determined that Internet-related activities would provide a positive revenue stream sooner than oil and gas producing activities. Due to the lack of success with our internet activities we decided to abandon this business and commencing in 2003 instead pursue opportunities in mineral exploration and development



We had limited success with both our internet activities and our mineral exploration and development activities. In mid 2005, management of the Company decided to focus on online gaming and in June 2006, the Company decided to diversify its business by adding film production and distribution.  Since then, management of the Company has decided to cease its online gaming operations due to the passing of the Unlawful Internet Gambling Enforcement Act of 2006, by the US Congress in September 2006.  The Companys focus will now be in the development, production, financing and packaging of innovative film and television programming.



7





Our Investment in Avalon Energy Corporation



During 2002 the Company sold 120,320 shares of Shotgun Energy Corporation ("Shotgun"), a public company with directors and significant shareholders in common, for proceeds of $50,663 resulting in a gain of $7,452.  Effective September 30, 2002 the Company determined that the value of its investment in Avalon had become permanently impaired and as a result, wrote down its investment by $313,301.  For the period from January 1, 2002 to September 30, 2002 the Company recorded a net equity loss in Shotgun totaling $346,053.  During the fourth quarter of 2002, Avalon issued shares of its common stock from treasury resulting in a significant reduction of the Company's equity interest in Avalon to approximately 4%.  As a result, the Company reclassified its investment in Avalon from an equity investment to available-for-sale securities whereby its value is carried at market.



During 2003, the Company bought 101,250 shares of Shotgun for $55,786 and sold 118,583 shares for net proceeds of $74,710 and realized a loss of $38,764.  Effective December 31, 2003, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $115 which was recorded as other comprehensive income for the year.  Effective December 31, 2004, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $1,126 which was recorded as comprehensive loss for the year.



Effective December 31, 2005, the Company recorded an unrealized gain in the carrying value of its available-for-sale securities totaling $1,112 which was recorded as other comprehensive income for the year.  As at December 31, 2005, the Company owns 3,450 shares of Shotgun's common stock with a fair value of $1,656. Effective December 31, 2006, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities which was recorded as comprehensive loss for the year, the carrying value at December 31, 2006 was $1,087. As at June 30, 2007, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities which was recorded as comprehensive loss for the period.  The carrying value at September 30, 2007 is $776 (December 31, 2006 - $1,087).



Our former Mineral Properties:



(i) 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 consultant fee to a third party to commence the process of acquiring a prospecting permit from the Niger Ministry of Mines, which will be valid for thirty (30) years. 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.  As at December 31, 2006, the prospecting permit has not been issued.  To March 31, 2007, the Company has issued 1,666,667 of the non-refundable post reverse-split shares with a fair value of $600,000.  In accordance with the memorandum of understanding, the Company was to attain a Prospecting Permit from the African Government. The Company has been unable to attain the permit and management has decided to abandon the project, resulting in a charge to operations of $600,000 in 2006.



Investment in Legacy Mining Ltd. (formerly Cardstakes.com)



On February 19, 1999, we caused PDTech.com, a Nevada corporation, to be formed as our subsidiary.  On June 8, 1999, PDTech.com changed its name to CardStakes.com, Inc., and on January 13, 2004, Cardstakes.com changed its name to Legacy Mining Ltd. At the time, Legacy Mining Ltd. was incorporated, it was contemplated that founders would be issued founders shares in Legacy Mining Ltd. in consideration for incorporating and initially financing Legacy Mining Ltd.



Between June 15, 1999, and July 7, 1999, Legacy Mining Ltd. issued 7,126,531 shares of its common stock to us pursuant to the sub-licensing agreement between the Company and Legacy Mining Ltd. Under the licensing agreement, Legacy Mining Ltd. purchased the right to utilize and exploit the technology necessary to sell greeting cards over the Internet (more particularly described in the Compte Agreement previously filed). On August 16, 1999, we issued to each of our shareholders entitled to receive dividends, one (1) share of Legacy Mining Ltd.'s common stock for every eight (8) shares of our common stock.  We issued a total of 2,199,779 shares of Legacy Mining Ltd.'s common stock to our shareholders. The purpose for issuing these shares in Cardstakes.com to Golden Spirit Mining Ltd. shareholders was in consideration for delays encountered in Cardstakes.com  implementation of its business. On September 10, 1999, and in consideration for the removal of the anti-dilution provision from Legacy Mining Ltd.'s Articles of Incorporation (more particularly described in Item 12.5.), CardStakes.com issued an additional 2,000,000 shares of its common stock to us. On December 31, 2003 the Company and Legacy, undertook a series of capital reorganization transactions, as follows:



8



1. By agreements dated December 31, 2003 with ten individuals, the Company transferred ownership of 5,900,000 of the Legacy shares to these individuals for nominal consideration and their agreement to fund Legacy in the future.    Of the 5,900,000 shares transferred, 150,000 were transferred to two directors of the Company, 1,000,000 were transferred to a significant shareholder of the Company and 1,020,000 were transferred to an employee of the Company.  This transaction resulted in a decrease of the Company's ownership of Legacy from 59% to 9%.



2. On December 31, 2003, Legacy issued shares of its capital stock in order to settle $122,988 owing to Avalon and $106,000 of the Company's debt, and to acquire a mineral property interest with a fair value of $2,000.  These transactions resulted in a further decrease of the Company's ownership of Legacy from 9% to 4%.



On December 31, 2003, the Companys interest in Legacy was reduced from 59% to 4%.  As Legacy had a negative carrying value on consolidation, and the Company disposed of the majority of its interest for nominal consideration, the Company has recorded a dilution gain of $762,805. At the same time, management has determined that its receivable from Legacy of $428,718 is impaired and therefore has written off the receivable against the dilution gain.  The net dilution gain on the reduction in interest ownership of Legacy was $334,087.  Commencing January 1, 2004, the Company will account for its investment in Legacy using the cost method.  In October 2005, the Company entered into an agreement to sell its interest in Ester Creek to Legacy for 750,000 shares of Legacys common stock; which increased the Companys ownership in Legacy back up to 7.39%.  As at September 30, 2007, the carrying value of the Company's investment in Legacy is $nil.



Online Business Development:



Arc2 Entertainment

On July 12, 2005, the Company entered into a Software Sub License Agreement (SSL Agreement) with Arc2 Entertainment (Arc2), a British Virgin Islands Corporation   whereby Arc2 agreed to build, operate and manage the Companys online gaming website, GoldenSpiritPoker.com.  Arc2 is an online gaming software development and marketing company that has licensed the Company the rights to route users to such software utilized for the operation of online gaming.





9

The total consideration to be paid to Arc2 by the Company was as follows:



(a)

Initial fee: The Company agreed to pay Arc2 , under the original SSL Agreement, a one-time, non-refundable license acquisition website and development fee in the amount of $100,000, $80,000 due upon execution (paid) and $20,000 would be due upon launch of the live website where players are able to play on the site for real money.  The Company negotiated with Arc2 who agreed to accept the $80,000 as payment in full payment (see below).

(b)

Monthly license fee: The Company agreed to pay Arc2 an ongoing monthly fee based on a monthly amount equivalent to 28% of the net monthly revenue generated by the website.



(c)

Payment for consulting fees: Upon the signing of this agreement, the Company issued 5,555,556 post reverse-split Rule 144 restricted shares of its common stock with a fair value of $2,000,000 to Arc2 and its designees.  This amount has been recorded as deferred compensation as a separate component of stockholders deficit and is amortized using the straight-line method as consulting expenses over the three-year term of the SSL Agreement.  As a result of the Companys change of business, these services are no longer required and have no future benefit.  Accordingly, during 2006, the Company recorded consulting fees of $1,666,667 being the full balance of the amounts previously deferred as at December 31, 2005.



(d)

Payment for development costs: The Company would be responsible for all of the remaining costs in connection with the development of the online gaming website.



The website, where people are able to play with and for play money or play for free, was launched in September 2005.  This first play for free phase is intended to draw players while the live version, where players are able to play on the site for cash, is being developed.  The live version was launched in January 2006. The Company receives revenues for hosting games between players by collecting a percentage (rake) from each real money pot.



On January 12, 2006, the Company entered into an amended Licensing Agreement with Arc2 titled Internet Poker Room, Casino and Sportsbook Software Licensing Agreement (Amended SSL Agreement).  The Amended SSL Agreement will provide the Company access to a broader base network of players online for poker games in addition to new software for casino table games such as Blackjack, Roulette, Baccarat, Craps, Slot Machines and Video Poker.  The casino software is available in several different languages such as French, Italian, Japanese, Korean, German, Chinese, Turkish and Spanish.  Although the sportsbook software is included, it will not be utilized at this time.  The original term of the Amended SSL Agreement is for 36 months followed by automatic 2 year renewals which may be terminated by either party.  The Company originally intended to amortize the software license acquisition fee over the 36 month initial term.  However, as a result of the change in business, these costs were fully amortized during 2006 as they are estimated to have no useful life beyond December 31, 2006.



Under the Amended SSL Agreement, consideration paid to Arc2 by the Company was modified as follows:



a)

Initial fee: The Company shall pay Arc2 a one-time, non-refundable software license acquisition fee in the amount of $100,000 in addition to the $80,000 previously paid in connection with the original software. Arc2 and its designees are still entitled to retain the 5,555,556 post reverse-split rule 144 restricted shares of its common stock with an original fair value of $2,000,000 as under the original agreement (See above).



b)

Monthly license fee: The Company shall pay to Arc2 an ongoing monthly fee based on a monthly amount equivalent to 30% of the net monthly revenue.



c)

The Company shall pay a monthly support fee to licensor or its designee in the amount of $1,000 commencing upon the launch of the site.  This fee may be reasonably adjusted on a semi-annual basis to reflect the growth of licensee's web site traffic and customer service requirements.  This fee was waived for the first 3 months after launch.



As a result of the Amended SSL Agreement, the Company wrote-off the initial $80,000 of capitalized web site development costs due to the initial software acquired being replaced with new software.



10





On September 30, 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006 (included in H.R. 4954, the Port Security Improvement Act of 2006) (The Act).  The President is expected to sign it in the near future. The new legislation prohibits banks, credit card companies, money transmitting businesses, and other third-party payment providers from knowingly processing online gaming transactions.



After the bill is signed, the U.S. Attorney General will have 270 days (9 months) to determine how the law will be enforced.



A notice has been posted on our former website, www.goldenspiritpoker.com, informing players of the new legislation. Currently our site no longer accepts registrations or monetary deposits from U.S. players.  They may, however, continue playing on our for fun site.



Due to this ruling and the negative impact it would have on the Golden Spirit poker website, management has decided to discontinue its online gaming operations.



Poker Sponsorships

On January 27, 2006, the Company entered into an agreement with Anna Benson Enterprises (Benson) for the purposes of sharing cross-site access between the Companys website and the Benson website and for the performance of the services by the Company and Benson.  Total consideration to be paid to Benson will be as follows:



i)

Take fee: Benson will receive payment on a quarterly basis commencing on March 31, 2006 (the Effective Date), 10% of the rake that is earned by, and paid to, the Company from all poker tables on www.goldenspiritpoker.com and any affiliated sites established after the Effective Date.  An advance of $30,000 was paid to Benson in the amount of $5,000 per month for the first 6 months, commencing on the Effective Date.



ii)

Traffic fee: Benson will receive 20% of revenue from all traffic that is originating and transferred directly from www.annabenson.net to www.goldenspiritpoker.com.



iii)

Affiliate fee: Benson will receive 2.5% of the amount earned from online games (excluding poker) on the Companys website paid to the Company and any added affiliated websites after the Effective Date less any amounts paid as traffic fees for Benson Services.



On January 24, 2006, the Company entered into an Agreement with Abdul R. Aref (ARA) with compensation for his services in marketing, as follows:



a)

5% override on all affiliate programs set up by ARAs network.

b)

10% override on all signup and referral bonuses from leads within ARAs network.

c)

30% payment of fees generated by ARA on GSP affiliate programs set up directly by ARA.



On March 30 2006, the Company issued 16,667 post reverse-split restricted common shares valued at $9,000 to Ron Rose, a professional poker player, in exchange for joining the Advisory Board and being a featured player in the VIP room of our website.





11



On June 26, 2006, the Company sponsored Mr. Rose in the amounts of $1,500 and $2,000 for two tournaments at the 2006 World Series of Poker.  It has been agreed that any monetary winnings from the above mentioned tournaments will firstly be used to repay Golden Spirit Poker for the buy-in fees used to enter Mr. Rose into the tournaments and secondly, will be split 50:50 between Mr. Rose and the Company.  Mr. Rose also agrees to help promote the Company by wearing clothing with the Companys logo during the WSOP events.



On July 12, 2006, the Company entered into an Affiliate Program Agreement with Massey Resources, LLC, a Nevada Corporation, doing business as Your Mental Edge (YME).  YME is in the business of developing programs for golfers and gamblers to instil the confidence and focus necessary for them to succeed.  The Company will provide the YME logo link on its website, as well as assisting YME to get their logo link on other partnered websites.  In exchange, the Company will receive a 25% commission from YME for any person that visits their site from the logo link on the Companys website and purchases either a Casino Series or Golf Series program.  An additional 5% net commission will be paid to the Company for those who purchase programs coming from the Companys partnered sites.



Effective April 15, 2007, the Companys online gaming operations will be discontinued. Notice has been given to Arc 2 Entertainment for the termination of the Amended SSL Agreement(see Online Business Development).



Liquidity and Capital Resources



For the three months ended September 30, 2007, we had total assets of $131,197 including $15,434 in cash, $24,458 in accounts receivable and $776 in available for sale securities. We also held $187 in depreciated furniture and equipment and $90,342 in film production and distribution costs. At September 30, 2007, we had total current liabilities of $387,069 of which $55,304 was represented by accounts payable and accrued liabilities, $147,081 due to Shotgun Energy Corporation, $656 due to Legacy Mining Ltd. and $184,028 was due to related parties. At September 30, 2007, we had $40,668 in current assets and $387,069 in total current liabilities. At September 30, 2007, current liabilities exceeded current assets by $346,401.



We are not aware of any trends, demands, commitments or uncertainties that will result in our liquidity decreasing or increasing in any material way. We do not believe that our available cash is sufficient to pay our day-to-day expenditures; therefore, we rely on management to provide the necessary funds to pay these day-to-day expenditures. We have one other external source of liquidity, that being the sale of our common stock.



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 case requirements.



12



Results of Operations



We have not yet realized any significant revenues from operations. For the three months ended September 30, 2007, we had no revenues, as our gaming operations ceased. Our revenues for the corresponding period in 2006 were $3,733. For the nine months ended September 30, 2007, we had $43 in revenues. Our revenues in the corresponding period in 2006 were $18,071 from gaming operations. Our revenues for the period from September 13, 1993 to September 30, 2007 are $167,449.



For the three months ended September 30, 2007, we had $34,315 in general and administrative expenses including, but not limited to, expenses for consulting fees, management fees, and office and general expenses.  Our general and administrative expenses for the corresponding period in 2006 were $366,684. The decrease in operating expenses was primarily due to a decrease in consulting fees.  Net losses from operations for the three months ending September 30, 2007, were $34,315. Our net loss for the corresponding period in 2006 was $366,684. The decrease in net loss was due to a decrease in consulting fees.



For the nine months ended September 30, 2007, we had $392,061 in general and administrative expenses including, but not limited to, expenses for consulting fees, management fees, and office and general expenses. Our general and administrative expenses for the corresponding period in 2006 were $1,030,653. The decrease in operating expenses was primarily due to a decrease in consulting fees. Net losses from operations for the nine months ending September 30, 2007, were $392,061. Our net loss for the corresponding period in 2006 was $1,630,653 with a significant portion of the difference due to $600,000 in property option loss.



We have incurred net losses of $16,436,114 since our inception on September 13, 1993.



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.  Such 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 the development, production and packaging of innovative film and television programming 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.





Recent Accounting Pronouncements

In 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No  109 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 nine months ended September 30, 2007.  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 nine months ended September 30, 2007 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 February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.  The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.





13

ITEM 3. Controls and Procedures



a) Evaluation of Disclosure Controls and Procedures.  Our Chief Executive Officer, and Chief Financial Officer, have performed an evaluation of the Company's disclosure   controls and procedures, as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of March 31, 2007 and each has concluded that such disclosure controls and procedures are effective to ensure that information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms.



(b) Changes in Internal Controls. There were no changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.



Code of Ethics:



We intend to adopt a code of ethics in 2007 that applies to our principle executive officer, principal financial officer, principle accounting officer or controller, other persons performing similar functions.  We intend to post the text of our code of ethics on our website in connection with our "Investor Relations" materials.  In addition, we intend to promptly disclose (1) the nature of any amendment to our code of ethics that applies to our principle executive officer principal financial officer, principle accounting officer or controller, other persons  performing similar functions (2) the nature of any wavier, including an implicit wavier, from a provision of our code of ethics that is granted to one of these specific officers, the name of such person who is granted the waiver and the date of the waiver on our web site in the future.



We do not currently have a code of ethics as this is a new regulatory requirement and we are examining the various form and contents of other companies written code of ethics, discussing the merits and meaning of a code of ethics to determine the best form for our Company.



PART II - OTHER INFORMATION



Item 1. Legal Proceedings.



On May 2, 2003, the Company issued 450,000 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 450,000 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 450,000 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, seizing 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 claims made by the plaintiff.  The outcome of this litigation and an estimate of loss and the impact, if any, on the Acquisition Agreement dated September 20, 2005 between the Company and 4KE is presently not determinable and no provision for loss relating to this lawsuit has been recorded at September 30, 2007.





14





On November 2, 2005, the Company filed a lien with the State of Alaska against the Ester Creek property.  The lien was filed as the Companys attempt to register title to the property in its name was blocked by Ester Creek.  The process for filing the Lien on the property was initiated in September 2005, prior to the Company's decision to sell the interest in the property to Legacy.The Company intends to resolve this issue with Ester Creek.  In the meantime, the Company has sold its interest in its Ester Creek claims to Legacy.



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



(1)

2007 Stock Transactions

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.



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



30,000 post reverse-split shares valued at $2,700 were returned to the Company for cancellation and return to treasury.



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



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



(2)

2007 Stock Options Transactions



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 six months ended June 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%.





15



(1)       2006 Transactions



During the period ended September 30, 2006, a total of 60,000 options pursuant to the 2006 Stock Option Plan, were exercised at $0.09 per share for a total consideration of $5,400.



On September 11, 2006, the Company filed a Registration Statement on Form S-8 to cover 3,800,000 shares of common stock to be granted pursuant to the Companys 2006 Stock Incentive and Option Plan.



Pursuant to the Companys 2006 Stock Option Plan, 1,000,000 post reverse-split options were granted on August 29, 2006 at $0.09 per share.  Of these options, 700,000 were granted to consultants and 300,000 to an employee.  During the period, the Company expensed the fair value of $63,000 for these options which was estimated using the Black-Scholes option pricing model assuming an expected life of 5 years, risk-free interest rate of 4.99% and an expected volatility of 199.



On June 1, 2006, the Company announced a one for eighteen (1:18) reverse stock split of all of the Companys outstanding common stock without any change in par value for the shares of common stock. The capitalization of 500,000,000 shares with a par value of $0.0001 per share remains the same after the split. Shareholder approval was obtained to effect the reverse stock split and on June 6, 2006 the Company filed a certificate with the Secretary of State of Delaware authorizing the 1:18 reverse stock split. The split became effective on June 30, 2006. The Company has 15,168,624 post reverse-split common shares issued and outstanding.  All references to shares of common stock and weighted average common shares outstanding have been restated to give effect to the 1:18 reverse stock split unless otherwise stated.



On January 27, 2006, the Company filed a Registration Statement on Form S-8 to cover 1,000,000 post reverse-split shares of common stock to be granted pursuant to the Companys 2006 Stock Incentive and Option Plan.



In March 2006, the Company issued 1,111,111 post reverse-split restricted Rule 144 shares of the Companys common stock. The Company issued 10,000,000 common shares each to Island Star Holdings Ltd. and Arcade Investments Ltd., pursuant to a memorandum of understanding dated April 4, 2005 with a private corporation to acquire a Uranium Concession on the African Continent. The shares are non-refundable. In April 2006, an additional 555,556 non-refundable post reverse-split restricted shares were issued to complete the initial stage of the Niger Property transaction (Refer to Note 3).



On March 30, 2006, the Company issued 16,667 post reverse-split restricted common shares with a fair value of $9,000 to Ron Rose, a professional poker player, in exchange for joining the Advisory Board and being a featured player in the VIP room of our website.



(2)    2006 Stock Option Transactions



On June 1, 2006, the Company announced a one for eighteen (1:18) reverse stock split of all of the Companys outstanding common stock without any change in par value for the shares of common stock. The capitalization of 500,000,000 shares with a par value of $0.0001 per share remains the same after the split. Shareholder approval was obtained to effect the reverse stock split and on June 6, 2006 the Company filed a Certificate with the Secretary of State of Delaware authorizing the one for eighteen (1:18) reverse stock split. The split became effective on June 30, 2006. The Company has 15,168,624 post reverse-split common shares issued and outstanding.  All references to shares of common stock and weighted average common shares outstanding have been restated to give effect to the 1:18 reverse stock split.



On January 27, 2006, the Company filed a Registration Statement on Form S-8 to cover 1,000,000 post reverse-split shares of common stock to be granted pursuant to the Companys 2006 Stock Incentive and Option Plan.



In March 2006, the Company issued 1,111,111 post reverse-split restricted Rule 144 shares of the Companys common stock. The Company issued 10,000,000 common shares each to Island Star Holdings Ltd. and Arcade Investments Ltd., pursuant to the Memorandum of Understanding dated April 4, 2005 with a private corporation to acquire a Uranium Concession on the African Continent. The shares are non-refundable. In April 2006, an additional 555,556 non-refundable post reverse-split restricted shares were issued to complete the initial stage of the Niger Property transaction.





16



On March 30, 2006, the Company issued 16,667 post reverse-split restricted common shares with a fair value of $9,000 to Ron Rose, a professional poker player, in exchange for joining the Advisory Board and being a featured player in the VIP room of our website.



During the period ended June 30, 2006, a total of 646,371 post reverse-split options, pursuant to the 2005 Stock Option Plan, were exercised at prices ranging from $0.18 to $0.54 per share for total consideration of $269,790 of which $83,500 was received in cash and $186,290 was received by way of settlement of amounts previously owing to the option holders.



Pursuant to the Companys 2005 Stock Option Plan, 61,111 post reverse-split options were granted on April 13, 2006 at $0.36 per share and 41,667 post reverse-split options were granted on May 13, 2006 for $0.18 per share.  All options were granted to consultants.  During the period, the Company expensed the fair value of $29,500 for these options which was estimated using the Black-Scholes option pricing model assuming an expected life of 5 years, risk-free interest rates ranging from 4.18% to 4.31% and an expected volatility of 221.



During the period, the Company issued a total of 972,222 post reverse-split shares of the Companys common stock pursuant to consulting agreements



Item 3.  Defaults Upon Senior Securities

None.



Item 4.  Submission of Matters to Vote of Security Holders

None.



Item 5.  Other Information



A. Security Ownership of Management



Title of Class   Name of Beneficial Owner

Amount and Nature of

Percent of



Beneficial Owner

Class

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

Common Stock



Robert Klein

4540 Woodgreen Place

West Vancouver, BC V7S 2S6                                              278                                           0.002 %







Common Stock



Carlton Parfitt

Suite 801 - 1875 Robson Street

Vancouver, BC V6G 1E5                                                     5,556                                           0.035 %











17



Directors' Compensation



During the nine months ended September 30, 2007, the Company paid $5,426 (2006 - $5,420) to two directors for management fees.



Stock Based Compensation.



During the nine months ended June 30, 2007, $228,000 (June 2006-$29,500) in stock based compensation was recorded in our financial statements.  Stock based compensation is an estimate of the intrinsic value placed in respect to stock options granted to officers, directors, employees and an estimate of the fair value of stock options granted to consultants using the Black-Scholes option pricing model. We do expect further stock based compensation in 2007.



B. Security Ownership of Certain Beneficial Holders of ten percent or more



Title of Class   Name of Beneficial Owner

Amount and Nature of



Beneficial Owner

Percent of Class



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

Common Stock

CEDE & Co. (1)





The Depository Trust Co.



P.O. Box 222 Bowling Green Stn.



New York, New York 10274

8,530,966

49 .29 %



(1) According to the NOBO List, there are no holders of more than 10% of our issued and outstanding shares.



C. Certain Relationships and Related Party Transactions



During the nine months ended September 30, 2007, companies controlled by significant shareholders earned $16,000 (2006 - $15,000) pursuant to investment banking services contracts



During the nine months ended September 30, 2007, private companies controlled by significant shareholders earned $Nil (2006 - $51,042) pursuant to investor relations services contracts



During the nine months ended September 30, 2007, the Company paid $2,133 (2006 - $3,860) to two directors for management fees.



During the nine months ended September 30, 2007, the Company incurred expenses for office rent of $11,013 (2006 - $10,917) to a private company controlled by a significant shareholder.



At September 30, 2007, a total of $147,081 (December 31, 2006 - $212,054) 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.



At September 30, 2007, a total of $656 (December 31, 2006 - $20,082) was owing to Legacy Mining Ltd. (Legacy), a company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.



18

The following amounts are due to related parties at:

|                         |                               |                  
|------------------------ | ----------------------------- | -----------------
|                         | September 30, 2007(unaudited) | December 31, 2006
|                         |                               |                  
|Significant shareholders | $            184,028          | $         109,875



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.



D. Description of Property.



Property held by the Company.  As of the dates specified in the following table, we held the following property in the following amounts:





September 30,

December 31,



2007



2006



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

Property and

Cash Equivalents

$15,434

$7,547



We define cash equivalents as all highly liquid investments with maturity of 3 months or less when purchased. We do not presently own any interests in real estate or own any inventory or equipment.



E. Other events  Significant Subsequent event after September 30, 2007.



Pursuant to
                   an agreement dated October 26, 2007 (the Agreement),  by and among Golden Spirit Enterprises Ltd.,  Port Solutions International Ltd., a pending British Columbia Corporation ( Acquisition Sub), Computainer Systems International Inc., a private Corporation incorporated under the Canada Corporations Business Act
                           (CSI
                   
                           ).

Basic Terms

CSI
                   desires to sell to the Acquisition Sub, and the Acquisition Sub desires to purchase from
                           CSI
                   , those assets which relate to the Companys Shuffle Systems Technology (as defined below).The Computainer Shuffle System Technology which is a fully automated, computer-controlled, handling, sorting, storing and inventory system for (20) twenty and (40) forty foot ISO shipping containers.  The Shuffle System is the result of over (10) ten years of research, design engineering, functional models (built and tested), feasibility studies, resulting with the manufacturing, construction and (2) two years of independent-testing of a full size, completely operational Shuffle System combined with over $9,500,000.00 in investment to date.  The Computainer System represents the most significant milestone within the container shipping industry over the past (40) forty years.  Acquisition Sub will acquire the assets and all worldwide proprietary Information, such as, blueprints, patents, copyrights, marketing and licensing rights, business plans, data reports, methods of doing business, contact persons, customer lists, studies, findings and ideas, but not limited to these items.  
                           CSI
                   will provide certain of its representatives to disclose and receive those assets and Proprietary Information in a timely and organized manner.  All parties will maintain the trade secret status of its respective assets and Proprietary Information.



Consideration

(i)  The Consideration payable hereunder for the Acquired Assets shall be allocated among the various Acquired Assets by Acquisition Sub in a manner reasonably acceptable to
                           CSI
                   (the  Purchase Price Allocation). The Purchase Price of 9,000,000 restricted 144 shares will be issued within sixty (60) days following the Closing on December 31, 2007.

(ii)
                           Golden Spirit
                   will undertake to retire the existing debt of $350,000 CDN to old shareholders and overdue creditors of the
                           CSI
                   .

(iii)
                           Golden Spirit
                   will raise a minimum of $250,000 CDN to a maximum of $500,000 CDN for operating capital of the
                           Acquisition Sub
                   .

(iv) A finders Fee of 300,000 144 Registered shares will be paid to a non-related individual.



Future plans in relation to this asset acquisition will be clarified following successful completion of the due diligence period to closing on December 31, 2007.





19



Item 6.  Exhibits and Reports on Form 8-K



Index to Exhibits



(i)

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.



SIGNATURES



In accordance with the requirements of the Securities Exchange Act of 1934, we have duly caused this Registration Statement on Form 10-QSB to be signed on our behalf by the undersigned; thereunto duly authorized, in the City of Vancouver, British Columbia, Canada, on November 16, 2007.



Golden Spirit Enterprises Ltd.,

a Delaware corporation



/s/ Robert Klein

By:      ______________

Robert Klein

Its:       President



20