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

                                 June 30, 2004

               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 MINERALS LTD.
                    (Formerly Known as  2U ONLINE.COM, INC.)
             (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 4R8
                    British Columbia, Canada
     (Address of registrant's principal executive offices)    (Zip Code)

                                  604.664.0499
              (Registrant's Telephone Number, Including Area Code)

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

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 June 30, 2004, there were
74,945,956  shares of the issuer's $.0001 par value common stock issued and
outstanding.
==============================================================================
<table>
<caption>

       <c>                                                                     <c>

INDEX
                                                                                   Page
Part I. FINANCIAL INFORMATION

Item 1.   Financial Statements.....................................................F1-F-13

Item 2.   Management's Discussion and Analysis or Plan of Operation.................2-7

Item 3.   Controls And Procedures....................................................8

Part II. OTHER INFORMATION

Item 1.   Legal Proceedings..........................................................9

Item 2.   Changes in Securities and Use of Proceeds................................. 9

Item 3.   Defaults Upon Senior Securities............................................9

Item 4.   Submission of Matters to a Vote of Security Holders........................10

Item 5.   Other Information......................................................... 11

Item 6.   Exhibits and Reports on Form 8-K...........................................12

SIGNATURES...........................................................................12

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

</table>

ITEM 1- FINANCIAL STATEMENTS




                          GOLDEN SPIRIT MINERALS LTD.
                         (Formerly 2U Online.Com, Inc.)
                         (A Exploration Stage Company)
                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
<table>
<caption>

                                                        <c>                  <c>
                                                       June 30, 2004         December 31, 2003
                                                     ------------------      -----------------
ASSETS
CURRENT ASSETS
      Cash                                              $   32,109           $     3,790
      Accounts receivable                                    1,374                    15
      Due from Legacy Mining Ltd. (Note 6)                   7,804                     -
      Available for sale securities                            865                 9,976
      Current portion of prepaid Service Contract(Note 4)  173,465               144,500
                                                            ------                ------
                                                           215,617               158,281

PREPAID SERVICE CONTRACTS (Note 4)                          22,500                44,132
FURNITURE AND EQUIPMENT, net of depreciation                 1,296                 1,524
OTHER INTANGIBLE ASSETS                                          -                     1
                                                          ---------            -----------
                                                        $  239,413           $   203,938
                                                          =========            ==========

LIABILITIES
CURRENT
      Accounts payable and accrued liabilities          $   97,774           $    97,415
      Due to Avalon Gold Corporation                        43,701                42,286
      Due to related parties (Note 6)                       21,294                24,768
                                                          ---------             ---------
                                                           162,769               164,469
                                                          =========             =========
GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CAPITAL STOCK
      Common stock, $.0001 par value, 100,000,000
       shares authorized (Note 5)
      Issued and outstanding:
      74,945,956((2003 - 52,195,956)common shares            8,425                 6,150
      Additional paid-in capital                        10,213,865             9,618,040
      Deficit accumulated during the exploration stage (10,244,420)           (9,584,606)
      Obligation to issue shares (note 4)                  100,000                     -
      Accumulated other comprehensive income(loss)          (1,226)                 (115)
                                                         ------------          ------------
                                                           107,103                39,469
                                                         ------------          ------------
                                                      $    239,413           $  203,938
                                                         ===========           ============
The accompanying notes are an integral part of these consolidated financial statements.

</table>
<PAGE>F-1
                          GOLDEN SPIRIT MINERALS LTD.
                         (Formerly 2U Online.Com, Inc.)
                         (A Exploration Stage Company)
                 INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

<table>
<caption>

                                       <c>              <c>            <c>           <c>             <c>

                                          Three Months  Three Months     Six Months    Six Months      September
                                           ended June    ended June      ended June    ended June      13, 1993
                                            30, 2004      30, 2003        30, 2004      30, 2003      (Inception)
                                                                                                      to June 30,
                                                                                                         2004
                                          -----------     -----------      --------      --------     ----------
REVENUES
        Processing Fees                  $         -     $          -      $     -       $     -     $    98,425
        Sale of Oil & Gas Interest                 -                -            -             -          47,510
        Interest Income                            -                -            -             -           2,927
                                         ------------    ------------      ---------     ---------  -------------
                                                   -                -            -             -         148,853
                                         ------------    ------------      ---------     ---------  --------------
GENERAL AND ADMINISTRATIVE EXPENSES
        Advertising and marketing                  -                -            -             -          55,305
        Consulting fees                       73,041          167,341      200,083       291,433       1,933,467
        Consulting fees- Stock-based
          compensation                        42,100           80,400       42,100       170,700         660,069
        Loss on settlement of debt                 -               -       163,000        50,000         302,500
        Depreciation                             115            1,065          229         2,131          31,274
        Exploration cost                     115,547                -      125,909             -         164,109
        Investor relations                    49,791           19,791       62,083        27,083         453,015
        Management fees                            -            6,000        8,000        22,000         354,654
        Office and general                     9,255            8,445       21,048        17,808         322,476
        Professional fees                      5,587           33,896       30,909        50,509         394,377
        Travel and accommodation               3,123            2,545        5,637         2,927         158,902
        Wages and benefits                         -              100            -         4,159         217,505
        Website development costs                  -                -            -             -         345,682
        Write-down of URLs                         -                -            1             -       1,659,192
        Write-down of technology license           -                -            -             -       2,055,938
        Write-off of other assets                  -                -            -             -         145,186
                                             --------        --------     --------      --------       ---------
                                             294,559          319,583      658,999       638,750       9,253,652
                                             --------        --------     --------      --------       ---------
LOSS BEFORE THE FOLLOWING:                  (294,559)        (319,583)    (658,999)     (638,750)     (9,104,799)
EQUITY LOSS FROM AVALON                            -                -            -             -      (1,394,280)
WRITE DOWN OF INVESTMENT IN AVALON                 -                -            -             -        (313,301)
GAIN ON SALE OF SECURITIES                         -                -         (815)            -         (26,127)
DILUTION GAIN-LEGACY'S LOSS                        -                -            -             -         334,087
MINORITY INTEREST IN LEGACY'S LOSS                 -                -            -             -         479,978
                                           ------------    ------------   -----------   -----------  -------------
NET LOSS FOR THE PERIOD                 $   (294,559)    $   (319,583)   $ (659,814)  $ (638,750)  $ (10,024,442)
                                           ============    ============   ===========   ===========  =============

BASIC NET LOSS PER SHARE                $      (0.00)    $      (0.01)   $    (0.01)  $    (0.02)
                                           ============    ============   ===========   ===========
WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING                       65,577,824        28,494,561    63,047,056   27,206,016



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

</table>
<PAGE>F-2

                          GOLDEN SPIRIT MINERALS LTD.
                         (Formerly 2U Online.Com, Inc.)
                         (A Exploration Stage Company)
                 INTERIM  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<table>
<caption>

                                                                <c>                    <c>                     <c>
                                                                                                              September 13,
                                                                 Six Months ended      Six Months ended       1993 (inception)
                                                                     June 30,               June 30,           to June 30,
                                                                       2004                   2003                2004
                                                                  ------------           ------------        ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss for the period                                $    (659,814)        $   (638,750)       $    (10,024,422)
        Adjustments to reconcile net loss to
         net cash from operating activities:
        depreciation                                                      228                2,131                31,273
        non-cash consulting fees                                      200,084              291,433             1,717,958
        loss on settlement of debt                                    163,000               50,000               302,500
        non-cash management fees                                        8,000               10,000               242,000
        non-cash investors relations fees                              47,583               27,083               386,743
        non-cash professional fees                                     20,000               36,500                56,500
        stock-based compensation                                       42,100              170,000               660,069
        non-cash component of URL write-down                                1                    -             1,214,193
        non-cash exploration costs                                    100,000                    -               127,000
        write-down of technology license                                    -                    -             2,055,938
        write-off of website development costs                              -                    -               126,876
        equity loss from Avalon                                             -                    -             1,394,280
        write down of investment in Avalon                                  -                    -               313,301
        loss (gain) on sale of securities                                 815                    -                26,127
        dilution gain-Legacy                                                -                    -              (334,087)
        minority interest in Legacy's loss                                  -                    -              (479,978)
                                                                  ------------           ----------           ------------
                                                                      (78,003)             (50,903)           (2,205,249)
        net changes in working capital items                           (1,000)            (192,160)              451,045
                                                                  ------------           ----------           ------------
CASH USED IN OPERATING ACTIVITIES                                    (243,063)            (243,063)           (1,824,557)
                                                                  ------------           ----------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES
        Deposit                                                             -                    -               (75,000)
        Technology license                                                  -                    -              (135,938)
        Acquisition of furniture and equipment                              -                    -               (32,696)
        Website development costs                                           -                    -              (126,876)
        Other intangible assets                                             -                    -                (5,189)
        Proceeds from sale of shares of Avalon Gold Corp.               7,185                    -                99,201
        Cash acquired on acquisition of Legacy Mining Ltd. .                -                    -               209,955
                                                                   ------------          -----------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES                                    7,185                    -               (66,543)
                                                                   ------------          -----------          ------------
CASH FLOWS FROM FINANCING ACTIVITIES
        Bank Ocerdraft                                                      -                  276                     -
        Net Advances (to) from related parties                        (40,137)              72,736               202,856
        Net proceeds on sale of common stock                           60,000              170,050             1,650,000
                                                                   ------------          -----------          ------------
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES                        100,137              243,062             1,852,856
                                                                   ------------          -----------          ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                       28,319                  (1)                32,109

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          3,790                   1                      -
                                                                   ------------            ---------           ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                       $       32,109        $          -         $       32,109
                                                                   ============            =========           ============

Supplemental cash flow information( See Note 7)

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

</table>
<page>F-3



                          GOLDEN SPIRIT MINERALS LTD.
                         (formerly 2U Online.com, Inc.)
                         (an exploration stage company)

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 JUNE 30, 2004
                                  (Unaudited)


NOTE 1- NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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.

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.  The Company and its subsidiaries are in the exploration stage,
have not generated substantial revenues or completed development of any
commercially acceptable products or services to date and further significant
losses are expected to be incurred in developing its business.  Accordingly,
these factors raise substantial doubt regarding the ability of the Company to
continue as a going concern.  The recoverability of the carrying value of assets
and ability of the Company to continue as a going concern is dependent on
raising additional capital and ultimately on generating future profitable
operations.

Unaudited Interim Financial Statements

The accompanying 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 of Regulation S-
B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended December 31, 2003 included in the Company's Annual Report on Form 10-KSB
filed with the Securities and Exchange Commission. The interim unaudited
financial statements should be read in conjunction with those financial
statements included in the Form 10-KSB. In the opinion of Management, all
adjustments considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results for the six
months ended June 30, 2004 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2004.

<page>F-4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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).

Use of Estimates and Assumptions

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Financial Instruments

The Company's financial instruments include cash and cash equivalents,
marketable equity securities and accounts payable.  The fair values of these
financial instruments approximate their carrying values.  The fair value of the
Company's marketable equity securities is estimated based on their market value.
Management believes that the fair value of its accounts payable approximates its
carrying value.

Furniture and Equipment

Furniture and equipment is carried at acquisition cost less accumulated
depreciation on a 30% declining balance basis.

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date.  Revenue and expenses are translated at
average rates of exchange during the year.  Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

<page>F-5

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under
this method, future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances.  Future tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.  The
effect on future tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment.  A valuation allowance is provided for deferred tax
assets if it is more likely than not that the Company will not realize the
future benefit, or if the future deductibility is uncertain.

Net Loss per Common Share

Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period.  Dilutive earnings per share reflect the potential
dilution of securities that could share in the earnings of the Company.  The
accompanying presentation is only of basic loss per share as the potentially
dilutive factors are anti-dilutive to basic loss per share.

Marketable Equity Securities

The Company follows the equity method of accounting for its long-term
investments in which it holds less than 50% of the investee's voting shares and
over which it exercises significant influence.  Under this method, the Company
records its shares of the earnings or losses of the investee.  Management
reviews the carrying value of these investments on a quarterly basis to
determine if their carrying value has been impaired.  Declines in value that are
other than temporary are recognized by writing down the investment to its
estimated recoverable amount.

The Company's other investments consist of marketable equity securities which
are available-for-sale and as such, their carrying value is adjusted to market
at the end of each quarter.  As required by SFAS 130, unrealized gains and
losses on these investments are recorded as a component of accumulated other
comprehensive income and are recorded as a component of net income when
realized.  However, if there is a permanent decline in the available-for-sale
securities, this adjustment is taken into income in the period.

Stock-based compensation In December 2002, the Financial Accounting Standards
Board issued Financial Accounting Standard No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS No. 148"), an amendment of
Financial Accounting Standard No. 123 "Accounting for Stock-Based Compensation"
("SFAS No. 123").  The purpose of SFAS No. 148 is to: (1) provide alternative
methods of transition for an entity that voluntarily changes to the fair value
based method of accounting for stock-based employee compensation, (2) amend the
disclosure provisions to require prominent disclosure about the effects on
reported net income of an entity's accounting policy decisions with respect to
stock-based employee compensation, and (3) to require disclosure of those
effects in interim financial information.  The disclosure provisions of SFAS No.
148 were effective for the Company for the year ended December 31, 2002.


<page>F-6

The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, in accordance with
SFAS No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock.  Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

The following table illustrates the pro forma effect on net income (loss) and
net income (loss) per share as if the Company had accounted for its for stock-
based employee compensation using the fair value provisions of SFAS No. 123
using the assumptions as described in Note 4:

<table>
<caption>

                                         <c>             <c>            <c>

                                                  Six months ended     Six months ended
                                                   June 30, 2004        June 30, 2003
                                       --------------------------------------------------
Net income (loss) for the period        As reported  $  (659,814)          (638,750)
SFAS 123 compensation expense           Pro-forma        (41,100)          (110,100)
                                                      -------------     -------------
Net loss for the period                 Pro-forma       (700,914)          (748,850)
                                                      ============      ==============
Pro-forma basic net loss per share      Pro-forma    $     (0.01)         $   (0.08)
                                                      ============      =============
</table>


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 in Issue No.
96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
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
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.

<page>F-7

NOTE 3 - INVESTMENT IN MINERAL PROPERTIES

Ester Creek

On October 10, 2003 the Company entered into an agreement with Ester Creek Gold
Company ("Ester Creek"), a private Nevada cooperative, to acquire from Ester
Creek 90% ownership of the Ester Creek Gold properties (the "Mining Claims")
located approximately eight miles northeast of Fairbanks, Alaska for $45,000 and
the issuance of 450,000 restricted shares of the Company's common stock.  Under
the terms of the agreement Ester Creek retains a 10% non-assessable interest in
the Mining Claims.  The Mining Claims are located in and around Ester Creek over
an area of approximately 2,320 acres (4 square miles).  In October 2003 the
Company paid $3,000 and issued 450,000 restricted shares with a fair value of
$27,000 to Ester Creek Gold Company and will pay a further $3,500 in cash per
month for twelve months to acquire the property, as per the agreement.  As of
June 30, 2004, eight monthly payments of $3,500 have been made.  Under the terms
of the agreement the Company has agreed to give Ester Creek a contract to
supervise and perform certain work programs.  The Company has had an independent
engineering report prepared which recommends an initial Phase I geologic and
sampling reconnaissance of the property at an estimated cost of $12,000. A Phase
II work program based on the results of Phase I will be determined and the
amount required to conduct a Phase II exploration program is estimated between
$60,000 and $100,000.

Blue Doe and June Ellen

On June 9, 2004 the Company entered into an agreement with Walter Doyle
("Doyle"), to acquire from Doyle 95% ownership of the Blue Doe Gold Prospect and
the June Ellen Gold Prospect (the "Prospects) located in the northern part of
the Ravenswood Batholith in Queensland, Australia for:

1.      $1,000 (paid) plus 5,000,000 restricted Rule 144 shares of common stock
(valued at $100,000),which have not been issued to date and are recorded as an
obligation to issue shares at June 30, 2004;

2.      5,000,000 restricted Rule 144 shares of common stock on September 9,
2004;

3.      10,000,000 restricted Rule 144 shares of common stock on November 9,
2004; and 4.      a work commitment of $200,000 over a period of two years based
on a work program to be mutually agreed upon.

Under the terms of the agreement Doyle retains a 5% non-assessable interest in
the Prospects.  The Prospects consist of 19 sub blocks covering an area of 19
square miles registered within the EPM 14454 M.


<page>F-8

NOTE 4 - SERVICE CONTRACTS

On January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd., a private company controlled by a significant shareholder, with
a 5-year term, whereby Palisades will provide investment-banking services to the
Company (valued at $297,500) in exchange for 105,000 restricted shares of the
Company's common stock.

On January 10, 2003, the Company entered into agreements with:

1.      Compte de Sierge Accomodative Corp., a private company, for a two and
one-half year term, whereby Compte will provide investment-banking services to
the Company (valued at $50,000) in exchange for 1,500,000 restricted shares of
the Company's common stock (issued). The consultant will provide such services
and advice to the Company in business development, business strategy and
corporate image. In addition, the consultant will assist the Company in
developing, studying and evaluating acquisition proposals in Europe.

2.      Y.E.N.N. Asset Management, a private company controlled by a significant
shareholder, for a two and one-half year term, whereby Y.E.N.N. will provide
investment-banking services to the Company (valued at $50,000) in exchange for
1,500,000 restricted shares of the Company's common stock (issued). The
consultant will provide such services and advice to the Company in business
development, business strategy and corporate image. In addition, the consultant
will assist the Company in developing, studying and evaluating acquisition
proposals in North and South America.

3.      Inter-Orient Investments Ltd., a private company controlled by a
significant shareholder, for a two year term, whereby Inter-Orient will
provide investment-banking services to the Company (valued at $50,000)
in exchange for 1,500,000 restricted shares of the Company's common
stock (issued). The investment banker will provide access to investors
and ongoing funding for the Company's investments.

4.      Asiatic Management Consultants Ltd., a private company controlled by a
significant shareholder, for a two and one-half year term, whereby Asiatic will
provide investment-banking services to the Company (valued at $25,000) in
exchange for 750,000 restricted shares of the Company's common stock. The
consultant will provide such services and advice to the Company in business
development, business strategy and corporate image. In addition, the consultant
will assist the Company in developing, studying and evaluating acquisition
proposals in the Far East.

5.      HBK Investments Services Ltd., a private company controlled by an
employee, for a two year term, whereby HBK will provide investor relations
services to the Company (valued at $20,000) in exchange for 600,000 restricted
shares of the Company's common stock. The investor relations individual will
provide such services as researching, editing and generating a company profile,
technical chart analysis, relaying the Company's business perspectives and
distribution of corporate updates, including press releases.

<page>F-9

On January 10, 2004, the Company entered into agreements with:

1.      J & S Overseas Holdings Ltd., a private company controlled by a
significant shareholder, for a two year term, whereby J & S will provide
investment-banking services to the Company (valued at $50,000) in exchange for
1,000,000 restricted shares of the Company's common stock. The investment banker
will provide access to investors and ongoing funding for the Company's
investments.

2.      1063244 Alberta Ltd., a private company controlled by a significant
shareholder, for a two year term, whereby 1063244 Alberta will provide investor
relations services to the Company (valued at $40,000) in exchange for 800,000
restricted shares of the Company's common stock. The investor relations
individual will provide such services as researching, editing and

3.      generating a company profile, technical chart analysis, relaying the
Company's business perspectives and distribution of corporate updates, including
press releases.

4.      Two individual consultants, for a one year term, whereby they will
provide consulting services to the Company with respect to its mineral
exploration and development (valued at $10,000) in exchange for a total of
200,000 restricted shares of the Company's common stock.

The value of these service contracts is amortized over the respective contract
 periods.  During the six months ended June 30, 2004, a total of $92,667 was
 charged to operations.

At June 30, 2004 the prepaid portion of the above described service contracts
totaled $195,965 of which $173,465 is current and will be charged to operations
over the next twelve months.  The long term portion will be charged to
operations by the end of 2006.

NOTE 5 - CAPITAL STOCK

The Company's capitalization is 100,000,000 common shares with a par value of
$.0001 per share.

On January 14, 2004 the Company issued a total of 8,150,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totalling $163,000.  Of the 8,150,000 common shares issued, 2,500,000 were
issued to two directors and 1,000,000 were issued to one employee for
professional fees. The fair value of the shares issued exceeded the outstanding
debts by an amount of $163,000, which has been recorded as a loss on settlement
of debt.

<page>F-10

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder, with a two a year term, whereby
this company will provide investment-banking services to the Company (valued at
$50,000) in exchange for the issuance of 1,000,000 restricted shares of the
Company's common stock.  (See Note 4)

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder with a two year term, whereby
this company will provide investor relations services to the Company (valued at
$40,000) in exchange for the issuance of 800,000 restricted shares of the
Company's common stock. (See Note 4)

On January 10, 2004 the Company entered into agreements with two individual
consultants with one year terms, whereby these individuals will provide
consulting services with respect to the Company's mineral property (valued at
$10,000) in exchange for the issuance of 200,000 restricted shares of the
Company's common stock. ( See Note 4 ).

On June 17, 2004 the Company issued a total of 6,200,000 common shares to
consultants in settlement of outstanding consulting fees totalling $62,000.

On January 13, 2004, the Company filed a Registration Statement on Form S-8 to
cover 11,150,000 shares of common stock to be issued, 3,000,000 shares pursuant
to the Company's 2004 Stock Incentive and Option Plan (the "Plan") and 8,150,000
shares of common stock for debt as disclosed above. On March 22, 2004, 400,000
stock option shares were granted to an employee at $0.02 per share.  The 400,000
options were exercised on March 26, 2004 in settlement of a debt in the amount
of $8,000.  A fair value of $7,900 for these options was estimated using the
Black-Scholes option pricing model assuming an expected life of 5 years, a risk-
free interest rate of 3% and an expected volatility of 229% and are recorded on
a pro-forma basis in the Company's first quarter of 2004.

On May 21, 2004, 2,600,000 options were granted at $.01 per share, 1,400,000 to
an employee and two directors and 1,200,000 to consultants.   A total fair value
of $25,800 for these options was estimated using the Black-Scholes option
pricing model assuming an expected life of 5 years, a risk-free interest rate of
3% and an expected volatility of 229%.  The value of the consultants' options,
being $11,900 has been expensed and the value of the employee and directors
options, being $13,900, has been recorded on a pro-forma basis during the
period.  All of the 2,600,000 options were exercised on May 28, 2004 for
proceeds of $26,000.

On June 3, 2004, as amended June 16, 2004, the Company filed a Registration
Statement on Form S-8 to cover 11,200,000 shares of common stock to be issued,
5,000,000 shares pursuant to the Company's 2004 Stock Incentive and Option Plan
(the "Plan") and 6,200,000 shares of common stock for debt as disclosed above.

On June 3, 2004 , 5,000,000 stock option shares were granted  at $0.01 per
share, 3,650,000 shares to consultants and 1,350,000 shares to employees.  A
total fair value of $49,500 for these options was estimated using the Black-
Scholes option pricing model assuming an expected life of 5 years, a risk-free
interest rate of 3% and an expected volatility of 229%.  The value of the
consultants' options, being $30,200, has been expensed in the period.  The value
of the employees' options, being $19,300, has been recorded on a pro-forma basis
during the period.  In June, 2004, 3,400,000 of these options were exercised for
proceeds of $34,000.

<page>F-11

NOTE 6 - RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2004, the Company issued 2,500,000 shares
to two directors for outstanding management fees totalling $50,000 and 1,000,000
shares to one employee for outstanding professional fees totalling $20,000.

During the six months ended June 30, 2004, companies controlled by significant
shareholders earned $63,084 (2003 - $52,666) pursuant to an investment banking
services contracts (See Note 5).

During the six months ended June 30, 2004, a company controlled by an employee
earned $4,166 (2003-$4,166) companies controlled by significant shareholders
earned $ 10,208 (2003 - $Nil) pursuant to investor relations services contracts
(See Note 5).

At June 30, 2004 a total of $43,701 (2003 - $182,514) is owing to Avalon Gold
Corporation for cash advances. This amount is non-interest bearing and has no
specified terms of repayment.

At June 30, 2004 a total of $7,804 (2003 - $Nil) is owing from Legacy Mining Ltd
for cash advances. This amount is non-interest bearing and will be repaid on or
before December 31, 2004. Legacy Mining Ltd. currently has filed and application
with the U.S. Securities and Exchange Commission for trading on the pink sheets.

At June 30, 2004, a total of $21,294 (2003 - $24,407) is owing to two
shareholders for cash advances.  This amount is non-interest bearing and has no
specified terms of repayment.

During the six months ended June 30, 2004, the Company incurred expenses for
office rent of $9,333 (2003 - $8,532) to a Company controlled by an employee.

Refer to Notes 4 and 5.

<page>F-12


NOTE 7  SUPPLEMENTAL CASH FLOW INFORMATION

During the six months ended June 30, 2004, the Company issued 2,000,000 common
shares for prepaid consulting, investor relations and investment banking service
contracts valued at $100,000. (Refer to Note 5).

During the six months ended June 30, 2004, the Company issued 8,150,000 shares
with a fair value of $326,000 in settlement of  $93,000 of consulting fees and
$20,000 of professional fees incurred in the first quarter of 2004  and $50,000
of directors salaries payable.

During the six months ended June 30, 2004, the Company issued 6,200,000 shares
with a fair value of $62,000 in settlement of  $62,000 of consulting fees
incurred in the second quarter of 2004.

During the six months ended June 30, 2004 a total of 400,000 stock options were
exercised in exchange for the settlement of $8,000 of debt.

The Company has recorded a $100,000 obligation to issue 5,000,000 shares of
restricted common stock in connection wih the Blue Doe and June Allen property
acquisitions.

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to June 30, 2004, a total of 1,600,000 shares of common stock were
issued at a price of $.01 per share for proceeds of $16,000 on the exercise of
incentive stock options.

Subsequent to June 30, 2004, a total of 1,300,000 shares of common stock
previously issued for consulting services to be rendered in the amount of
$13,000 were returned to treasury and cancelled

<page>F-13


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.

Our Background. 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 177 Telegraph Road, Suite 560,
Bellingham, Washington 98226.

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
8,2003 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".

<page>2

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 mineral properties and oil and natural
gas producing properties.

Our 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.

We had moderate success with our internet activities and as such we decided to
pursue opportunities in mineral exploration and development.

Our Subsidiary - PD Oil & Gas, Inc.  Our subsidiary, PD Oil & Gas, Inc., was
inactive during the three months ending June 30, 2004.

Our Subsidiary - CardStakes.com Enterprises Ltd.  Our subsidiary, CardStakes.com
Enterprises Ltd., was inactive during the three months ending June 30, 2004.

Our former Subsidiary-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 Minerals 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.

<page>3

On December 31, 2003 the Company and Legacy, undertook a series of capital
reorganization transactions, as follows:

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 Gold Corporation 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%.

The culmination of the above transactions has resulted in a reduction of the
Company's interest in Legacy 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 at cost.  Effective June 30, 2004 the Company's
carrying value of its investment in Legacy is $865.

Our Investment in Avalon Gold Corporation

During 2002 the Company sold 360,961 shares of Avalon Gold Corporation
("Avalon"), 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 Avalon 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 303,750 shares of Avalon for $55,786 and sold
355,750 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.

<page>4

During the three months ended March 31, 2004, the Company sold 50,000 shares of
Avalon for net proceeds of $7,185 and realized a loss of $815.  Effective March
31, 2004 the Company recorded an unrealized loss in the carrying value of its
available-for-sale securities totaling $1,111,which was recorded as other
comprehensive income. No shares of Avalon were sold during the second quarter
ended June 30, 2004.

As at June 30, 2004 the Company owns 12,351 shares of Avalon's common stock.

Ownership Interests. The following chart specifies our stock ownership at June
30, 2004:

Percent Ownership          Entity                    Nature of Ownership
------------------      ------------              ----------------------
     4.82%              Legacy Mining Ltd.      513,376 Shares of Common Stock
     0.08%              Avalon Gold Corporation  12,351 Shares of Common Stock


Our Mineral Properties:

Ester Creek

On October 10, 2003 the Company entered into an agreement with Ester Creek Gold
Company ("Ester Creek"), a private Nevada cooperative, to acquire from Ester
Creek 90% ownership of the Ester Creek Gold properties (the "Mining Claims")
located approximately eight miles northeast of Fairbanks, Alaska.  Under the
terms of the agreement Ester Creek retains a 10% non-assessable interest in the
Mining Claims.  The Mining Claims are located in and around Ester Creek over an
area of approximately 2,320 acres (4 square miles).   In October 2003 the
Company paid $3,000 and issued 450,000 restricted shares with a fair value of
$27,000 to Ester Creek Gold Company and will pay a further $3,500 in cash per
month for twelve months to acquire the property, as per the agreement.  As of
June 30, 2004, eight monthly payments of $3,500 have been made.  Under the terms
of the agreement the Company has agreed to give Ester Creek a contract to
supervise and perform certain work programs.   The Company had an independent
engineering report prepared which recommends an initial Phase I geologic and
sampling reconnaissance of the property at an estimated cost of $12,000. A Phase
II work program based on the results of Phase I will be determined and the
amount required to conduct a Phase II exploration program is estimated between
$60,000 and $100,000. The Phase I exploration program will be conducted in the
third quarter of 2004 and will consist of the following:

-       sampling and mapping the altered bedrock fragments found in tailing
pipes on the eastern margin of the claim group

-       examining and sampling the intrusive rock located on the south slope to
Ester Creek in section 11-12

<page>5

-       mapping geology on north facing slope in central Section 12 which is
underlain by a magnetic low field

-       examining and sampling as appropriate the WSW linear feature on Hill
1516, Section 11

-       collecting heavy mineral concentrate from lower-most Moose Gulch and
testing for skarn-type minerals suggested to be present by the magnetic high
field in the vicinity

-       examining and resampling previously reported gold anomaly in Section 11
on the NB-2 claim

-       mapping bedrock and colluvium on uppermost Ester Creek

This work program is specifically targeted toward showing the occurrence of gold
values in possible lode sources, an important step in determining future
exploration.

The Company will be required to perform work on all claims to keep them in good
standing and management currently plans to spend approximately $100,000
developing the Mining Claims in the next year.

Blue Doe and June Ellen Prospects

On June 9, 2004 the Company entered into an agreement with Walter Doyle
("Doyle"), to acquire from Doyle 95% ownership of the Blue Doe Gold Prospect and
the June Ellen Gold Prospect (the "Prospects) located in the northern part of
the Ravenswood Batholith in Queensland, Australia for:

1.      $1,000 (paid) plus 5,000,000 restricted Rule 144 shares of common stock
(valued at $100,000), which have not been issued to date and are recorded as an
obligation to issue shares at June 30, 2004;

2.      5,000,000 restricted Rule 144 shares of common stock on September 9,
2004;

3.      10,000,000 restricted Rule 144 shares of common stock on November 9,
2004; and

4.      a work commitment of $200,000 over a period of two years based on a work
program to be mutually agreed upon.

Under the terms of the agreement Doyle retains a 5% non-assessable interest in
the Prospects.  The Prospects consist of 19 sub blocks covering an area of 19
square miles registered within the EPM 14454 M.

<page>6

The Batholith area has been host to gold mineralization and has yielded at least
280 tonnes of gold of which 45 tonnes has been produced since 1974.The Blue Gold
and June Ellen Gold Prospects consist of a number of quartz ribs with an en-
echelon pattern hosted by a fractured pink granite (Square Post Granite) with
intervening sections between the ribs containing an ill defined network of
quartz veins. The free quartz veins contain the gold mineralization, which in
part is accompanied by recognizable pyrite cubes and galena

Liquidity and Capital Resources.        As at June 30, 2004, we had total assets
of $239,413 including $32,109 in cash, $1,374 in accounts receivable, $7,804 due
from Legacy Mining Ltd.$865 in available for sale securities, and $173,465
represented by the current portion of prepaid service contracts.  We also held
$22,500 for prepaid service contracts, and $1,296 in depreciated furniture and
equipment. The cash constitutes our present source of liquidity. At June 30,
2004, we had total current liabilities of $162,769 of which $97,774 was
represented by accounts payable and accrued liabilities, $43,701 was due to
Avalon Gold Corporation and $21,294 was due to related parties. At June 30,
2004, we had $215,617 in current assets and $162,769 in total current
liabilities. At June 30, 2004, current assets exceeded current liabilities by
$52,848.

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.

Results of Operations.  We have not yet realized any significant revenue from
operations. For the three months ended June 30, 2004, we had $294,559 in general
and administrative expenses including, but not limited to, expenses for
exploration costs, consulting fees, investor relations and office and general
expenses.  Our operating expenses for the corresponding period in 2003 were
$319,583. The decrease in operating expenses was primarily due to a reduction in
consulting fees. Net losses from operations for the three months ending June 30,
2004, were $294,559 being the general and administrative expenses. Our net loss
for the corresponding period in 2003 was $319,583, largely due to higher
consulting fees. We have incurred net losses of $10,244,420 since our inception
on September 13, 1993.

<page>7

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 our mineral
property in Ester Creek, Alaska and our mineral property in Australia (See Part
I above).  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.

ITEM 3. Controls and Procedures


(a) Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

(b) Changes in Internal Controls. There were no significant 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 2004 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.

<PAGE>8

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. None.

Item 2. Changes in Securities.

On January 13, 2004, the Company filed a Registration Statement on Form S-8 to
cover 11,150,000 shares of common stock to be issued, 3,000,000 shares pursuant
to the Company's 2004 Stock Incentive and Option Plan  and 8,150,000 shares of
common stock for debt (issued in first quarter).

Of the 3,000,000 stock options granted, 400,000 options were exercised in the
first quarter in settlement of a debt in the amount of $8,000. The remaining
2,600,000 options were exercised on May 28, 2004 for proceeds of $26,000.

On January 14, 2004 the Company issued a total of 8,150,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totaling $163,000.  Of the 8,150,000 common shares issued, 2,500,000 were
issued to two directors and 1,000,000 were issued to one employee for
professional fees. The fair value of the shares issued exceeded the outstanding
debts by an amount of $163,000, which has been recorded as a loss on settlement
of debt.

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder, with a two a year term, whereby
this company will provide investment-banking services to the Company (valued at
$50,000) in exchange for the issuance of 1,000,000 restricted shares of the
Company's common stock.

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder with a two year term, whereby
this company will provide investor relations services to the Company (valued at
$40,000) in exchange for the issuance of 800,000 restricted shares of the
Company's common stock..

On January 10, 2004 the Company entered into agreements with two individual
consultants with one year terms, whereby these individuals will provide
consulting services with respect to the Company's mineral property (valued at
$10,000) in exchange for the issuance of 200,000 restricted shares of the
Company's common stock.

On June 3, 2004, as amended June 16, 2004, the Company filed a Registration
Statement on Form S-8 to cover 11,200,000 shares of common stock to be issued,
5,000,000 shares pursuant to the Company's 2004 Stock Incentive and Option Plan
(the "Plan") and 6,200,000 shares of common stock for debt . On June 3, 2004 ,
5,000,000 stock option shares were granted  at $0.01 per share, 3,650,000 shares
to consultants and 1,350,000 shares to employees  In June, 2004, 3,400,000
options were exercised  for proceeds of $34,000.

<page>9

On June 3, 2004 (2,600,000) and June 17, 2004 (3,600,000), the Company issued a
total of 6,200,000 common shares to consultants in settlement of outstanding
consulting fees totaling $62,000.

On June 8, 2004, 1,500,000 options were exercised for proceeds of $15,000.

On June 9, 2004, 1,000,000 options were exercised for proceeds of $10,000.

On June 29, 2004,  900,000 options were exercised for proceeds of $9,000.

Subsequent to June 30, 2004, the remainder of the stock options granted,
1,600,000, were exercised for proceeds of $16,000.

Subsequent to June 30, 2004, a total of 1,300,000 shares of common stock
previously issued for consulting services to be rendered in the amount of
$13,000 were returned to treasury and cancelled.


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


<table>
<caption>

                  <c>                             <c>                     <c>

Name of              Address of                      Amount of Shares        % of Outstanding
Beneficial Holder    Beneficial  Holder              Beneficially Owned      Common Stock
---------------------------------------------------------------------------------------------
Robert Waters        2025-1358 W. Georgia St              50,000                  0.06%
                     Vancouver, BC V7T 1A8

Robert Klein         4540 Woodgreen Place                 50,000                  0.06%
                     West Vancouver, BC V7S 2S6



Directors' Compensation.  During the second quarter ended June 30, 2004, the
Company incurred $Nil in management fees to directors.

Stock Based Compensation. During the second quarter ended June 30, 2004, $42,100
(2003 - $80,400) 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-Sholes option pricing model. We do expect further stock based compensation
in 2004.

</table>
<page>10


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

<table>
<caption>

                  <c>                            <c>                      <c>

Name of              Address of                      Amount of Shares        % of Outstanding
Beneficial Holder    Beneficial  Holder              Beneficially Owned      Common Stock
---------------------------------------------------------------------------------------------
Common Stock         CEDE & Co. (1)
                    The Depository Trust Co.
                    P.O. Box 222 Bowling Green Station
                    New York, New York 10274               57,422,022          76.62%


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

</table>

C. Certain Relationships and Related Party Transactions

During the six months ended June 30, 2004, the Company issued 2,500,000 shares
to two directors for outstanding management fees totaling $50,000 and 1,000,000
shares to one employee for outstanding professional fees totaling $20,000.

During the six months ended June 30, 2004, companies controlled by significant
shareholders earned $ 63,084 (2003 - $52,666) pursuant to an investment banking
services contracts.

During the six months ended June 30, 2004, a company controlled by an employee
earned $4,166 (2003-$4,166) companies controlled by significant shareholders
earned $ 10,208 (2003 - $Nil) pursuant to investor relations services contracts

At June 30, 2004 a total of $43,701 (2003 - $182,514) is owing to Avalon Gold
Corporation for cash advances. This amount is non-interest bearing and has no
specified terms of repayment.

At June 30, 2004 a total of $7,804 (2003 - $Nil) is owing from Legacy Mining Ltd
for cash advances. This amount is non-interest bearing and has no specified
terms of repayment.

At June 30, 2004, a total of $21,294 (2003 - $24,407) is owing to two
shareholders for cash advances.  This amount is non-interest bearing and has no
specified terms of repayment.

During the six months ended June 30, 2004, the Company incurred expenses for
office rent of $9,333 (2003 - $8,532) to a Company controlled by an employee.


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:

                         June 30, 2004  December 31, 2002  December 31, 2001
                        -----------------------------------------------------

                 Cash       $32,109.00       $3,790.00           $1
                         =============== ================   ==============

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

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Item 6.  Exhibits and Reports on Form 8-K

Index to Exhibits

(i)     Exhibits

Exhibit
No.      Descriptions
-------------------------

10.1  Agreement between the Company and Walter Doyle

31.1  Rule 13a-14(a) Certification of Chief Executive Officer

31.2  Rule 13a-14(a) Certification of the Chief Financial Officer.

32.1  Certification Pursuant to 18 U.S.C. Section 1350 Chief Executive Officer

32.2  Certification Pursuant to 18 U.S.C. Section 1350 Chief Financial Officer.

(ii)   Reports on Form 8-K
       None


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 August 16, 2004.

Golden Spirit Minerals Ltd.,
a Delaware corporation

          /s/ R. Klein
By:   ------------------
          Robert Klein
Its:      President

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