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

                                 March 31, 2005

               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 MINING 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 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 March 31, 2005, there were
95,525,192 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-18

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

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............................................11

Item 4.   Submission of Matters to a Vote of Security Holders........................11

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

Item 6.   Exhibits and Reports on Form 8-K...........................................14

SIGNATURES...........................................................................14

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

Item 1. FINANCIAL STATEMENTS

                           GOLDEN SPIRIT MINING LTD.
                     (formerly Golden Spirit Minerals Ltd.)

                         (an exploration stage company)

                   INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2005

                                  (unaudited)



CONSOLIDATED BALANCE SHEETS.........................F-1

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS.......F-2

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS.......F-3

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS..F-4

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

</table>


<PAGE>F-1

                           GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)

                          CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                        <c>                  <c>
                                                      March 31, 2005       December 31, 2003
                                                     ------------------      -----------------
ASSETS
CURRENT ASSETS
      Cash                                              $   22,623            $    2,096
      Accounts receivable                                    1,518                 1,168
      Available for sale securities (Note 3)                 1,656                   545
      Due from Legacy Mining Ltd. (Note 7)                  10,576                10,576
                                                            ------                ------
                                                            36,373                14,385

FURNITURE AND EQUIPMENT, net of depreciation                   987                 1,067
                                                          ---------             ---------
                                                        $   37,360            $   15,452
                                                          =========             =========

LIABILITIES
CURRENT
      Accounts payable and accrued liabilities          $   55,292            $   15,467
      Due to Avalon Energy Corporation (Note 7)             75,311                45,813
      Due to related parties (Note 7)                       23,842                22,768
                                                          ---------             ---------
                                                           154,445                84,048
                                                          =========             =========
GOING CONCERN (Note 1)
CONTINGENCIES (Note 8)

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CAPITAL STOCK
      Common stock,$0.0001 par value, 500,000,000
       shares authorized  (Note 6)
      Issued and outstanding:
       95,525,192 (December 31,2003 -
        92,450,192) common shares                           10,484                10,176
      Additional paid-in capital                        12,860,524            12,305,082
      Deferred Compensation (Note 5)		          (205,417              (272,715)
      Deficit accumulated during the exploration stage (12,782,561)          (12,109,911)
      Accumulated other comprehensive loss                    (115)               (1,227)
                                                       ------------          ------------
                                                          (117,085)              (68,596)
						       ------------          ------------
                                                        $   37,360            $   15,452
                                                       ============          ============

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

</table>

<page>F-2

<table>

                                                        <c>                               <c>


                           GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                          September 13, 1993
                                                  Three Months ended  Three Months ended    (inception) to
                                                    March 31,2005      March 31, 2004       March 31, 2005
                                                  -----------------   -----------------     -----------------
REVENUES

 Processing Fees                                   $        -           $        -          $      98,425
 Sale of Oil & Gas Interest                                 -                    -                 47,501
 Interest Income                                            -                    -                  2,927
                                                    ------------          ------------       -------------
                                                            -                    -                148,853
                                                    ------------          ------------       -------------
GENERAL AND ADMINISTRATIVE EXPENSES
 Advertising and marketing                                  -                    -                 55,305
 Consulting fees                                      107,548              127,042              2,683,874
 Consulting fees-stock based compensation (Note 6)    463,500                    -              1,633,569
 Depreciation                                              80                  114                 31,582
 Exploration costs                                      7,194               14,362                237,939
 Investor relations                                    38,869               12,292                517,968
 Loss on settlement of debt                                 -              163,000                302,500
 Management fees                                        4,732                8,000                360,386
 Office and general                                    23,343               11,793                356,154
 Professional fees                                     23,453               25,322                447,985
 Travel and accommodation                               3,197                2,514                168,432
 Wages and salaries                                       734                    -                235,617
 Website development costs                                  -                    -                345,682
 Write-down(recovery) of URL costs                          -                    -              1,571,657
 Write-down of technology license                           -                    -              2,055,938
 Write-off of other assets                                  -                    1                145,186
                                                    -----------          -----------           -----------
                                                      672,650              364,440             11,149,774
                                                    -----------          -----------           -----------
LOSS BEFORE THE FOLLOWING:                           (672,650)            (364,440)           (11,000,921)
								                 -
EQUITY LOSS FROM AVALON                                     -                    -             (1,394,280)
WRITE DOWN OF INVESTMENT IN AVALON                          -                 (815)              (313,301)
GAIN (LOSS) ON SALE OF SECURITIES                           -                    -                (26,178)
DILUTION GAIN-LEGACY                                        -                    -                334.087
MINORITY INTEREST IN CARDSTAKES' LOSS                       -                    -                479,978
                                                   ------------         -----------            ------------
NET LOSS FOR THE PERIOD                          $   (672,650)         $  (365,255)          $(11,247,965)
                                                   ============         ===========            ============

BASIC NET LOSS PER SHARE                         $      (0.01)	       $     (0.01)
                                                   ============        ============
WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING (Note 6)                       93,897,970	         60,516,285
                                                   ============        ============


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

<page>F-3
</table>
                           GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<caption>

                                                             <c>                    <c>                     <c>
                                                                                                 September 13,
                                                           Three Months        Three Months      1993 (inception)
                                                               ended              ended          to March 31,
                                                           March 31, 2005     March 31, 2004          2003
                                                          ------------        --------------    ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss for the period                               $      (672,650)       $   (365,255)    $   (11,920,615)
 Adjustments to reconcile net loss to
  net cash from operating activities:
 depreciation                                                       80                 114              31,582
 fees and services paid for with shares                         67,298             167,334           2,561,250
 loss on settlement of debt                                          -             163,000             302,500
 stock-based compensation                                      463,500                   -           1,633,569
 non-cash component of URL write-down                                -                   -           1,214,193
 non-cash exploration costs                                          -                   -             163,000
 write-down of technology license                                    -                   -           2,055,938
 write-off of website development costs                              -                   -             126,876
 equity loss from Avalon Energy Corporation                          -                   -           1,394,280
 write down of investment in Avalon Energy Corporation               -                   -             313,301
 (gain)/loss on sale of securities                                   -                 815              26,178
 dilution gain-Legacy                                                -                   -            (334,087)
 minority interest in Legacy's loss                                  -                   -            (479,978)
 net changes in working capital items                           39,477              16,225             338,144
                                                           ------------         ------------       ------------
CASH (USED IN) OPERATING ACTIVITIES                           (102,295)            (17,737)         (2,573,869)
                                                           ------------         ------------       ------------
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)
 Net Proceeds from sale of shares of Avalon Energy Corp.             -                   -              99,470
 Net cash on disposition of Legacy Mining Ltd.                       -               7,185             209,955
                                                           ------------         ------------       ------------
CASH FLOWS FROM INVESTING ACTIVITIES                             7,454               7,185             (66,274)
                                                           ------------         ------------       ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net Advances from related parties                               30,572               7,090             304,516
Net proceeds on sale of common stock                            92,250                   -           2,358,250
                                                           ------------          ------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES                           122,822               7,090           2,662,766
                                                           ------------          ------------      ------------
INCREASE (DECREASE) IN CASH                                     20,527              (3,462)             22,623

CASH, BEGINNING OF PERIOD                                        2,096               3,790                   -
                                                           ------------          ------------      ------------
CASH, END OF PERIOD                                     $       22,623           $     328          $   22,623
                                                           ===========           ============      ============


The accompanying notes are an integral part of these consolidated financial statements.
<page>F-4
</table>
                           GOLDEN SPIRIT MINING LTD.
                     (formerly Golden Spirit Minerals Ltd.)
                         (an exploration stage company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005

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. On October 19, 2004,
the Company changed its name to Golden Spirit Mining Ltd.

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 $12,782,561 and at March 31, 2005 had working capital
deficiency of $118,072.  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, 2004 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 three
months ended March 31, 2005 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2005.

<page>F-5

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. The significant area requiring
management's estimates and assumptions relates to determining the fair value of
stock based compensation.

Financial instruments

The Company's financial instruments include cash, accounts receivable,
marketable equity securities, due from Legacy Mining Ltd., accounts payable, due
to Avalon Energy Corporation, and due to related parties.  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 calculated on a 30% declining balance basis.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Mineral property costs

Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified.  To date the
Company has not established any proven or probable reserves on its mineral
properties.  The Company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.  The adoption of this standard has had no effect on the Company's
financial position or results of operations.  As at March 31, 2005, any
potential costs relating to the retirement of the Company's mineral property
interest are not yet determinable.

<page>F-6

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 that
prevailed at the balance sheet date.  Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of operations.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under
this method, deferred 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.  Deferred 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 deferred 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 reflects 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.  Loss per share, as
presented, has been restated to reflect all share splits described in Note 6.

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.

<page>F-7

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.

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.

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 6:

<table>
<caption>

                                         <c>             <c>                <c>

                                              Three Months ended   Three Months ended
                                                 March 31, 2005       March 31, 2004
                                    -----------------------------------------------
Net income (loss) for the period     As reported  $  (672,659)      $  (365,255)
SFAS 123 compensation expense        Pro-forma       (106,500)           (7,900)
                                                   -------------     -------------
Net loss for the period              Pro-forma       (779,150)         (373,155)
                                                   ============      ============
Pro-forma basic net loss per share   Pro-forma    $     (0.01)      $     (0.01)
                                                   ============      ============
</table>
<page>F-8

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, "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.

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.

Recent Accounting Pronouncements

In December 2004, FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets -
An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions", is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that Opinion, however, included certain
exceptions to that principle.  SFAS No. 153 amends Opinion No. 29 to eliminate
the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange.  The provisions of SFAS No. 153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. Early application is permitted and companies must apply the standard
prospectively. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment". SFAS
123R is a revision of SFAS No. 123 "Accounting for Stock-Based Compensation",
and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees"
and its related implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS 123R does not change the accounting guidance for share-based
payment transactions with parties other than employees provided in SFAS 123 as
originally issued and EITF 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".  SFAS 123R does not address the accounting for
employee share ownership plans, which are subject to AICPA Statement of Position
93-6, "Employers' Accounting for Employee Stock Ownership Plans".  SFAS 123R
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award (with limited exceptions). That cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award - the requisite service period (usually the vesting period). SFAS 123R
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. The scope of SFAS 123R
includes a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. Public entities (other than those
filing as small business issuers) will be required to apply SFAS 123R as of the
first interim or annual reporting period that begins after June 15, 2005. Public
entities that file as small business issuers will be required to apply SFAS 123R
in the first interim or annual reporting period that begins after December 15,
2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of
the first annual reporting period beginning after December 15, 2005.  Management
is currently evaluating the impact, which the adoption of this standard will
have on the Company's results of operations or financial position.

<page>F-9

Comparative Figures

Certain comparative figures have been reclassified in order to conform to the
current period's financial statement presentation relating to expenses as well
as to the fair value of shares issued for consulting fees pursuant to multi-year
contracts.  Previously, the Company classified the unearned portion of these
fees as prepaid service contracts.  Effective in the fourth quarter of 2004
management determined that these unearned amounts are more appropriately
classified as deferred compensation as a component of stockholders' equity.  The
deferred compensation continues to be amortized to operations as earned in
accordance with the terms of the contracts and accordingly there is no change in
the reported losses for any period presented and since inception as a result of
this reclassification.

NOTE 3 - AVAILABLE FOR SALE SECURITIES

During 2003 the Company bought 303,750 shares of Avalon Energy Corporation
("Avalon"), a public company with directors and significant shareholders in
common, for $55,786 and sold 355,750 shares, out of a balance of 418,101 shares,
for net proceeds of $74,710 and realized a loss of $32,764. Effective December
31, 2003 the Company recorded an unrealized loss in the carrying value of its
available-for-sale securities totalling $115 which was recorded as other
comprehensive income for the year.  As at December 31, 2003 the Company owned
62,351 shares of Avalon's common stock.

During 2004, the Company sold 52,000 shares for net proceeds of $7,454 and
realized a loss of $866. Effective December 31, 2004 the Company recorded an
unrealized loss in the carrying value of its available-for-sale securities
totalling $1,126 which was recorded as other comprehensive loss for the year.
As at March 31, 2005 the Company recorded an unrealized gain in the carrying
value of its available-for-sale securities totalling $1,112 which was recorded
as other comprehensive income for the period.As at March 31, 2005, the Company
owns 10,351 shares of Avalon's common stock with a fair value of $1,656.

NOTE 4 - RESOURCE 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 and paid an additional $42,000 in cash to acquire the
property, as per the agreement. 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 a cost of $5,200. A Phase II work program based on the results of
Phase I has been determined and the amount required to conduct a Phase II
exploration program is estimated at $25,500.

<page>F-10

In July, 2004 the Company completed the Phase I work program and expects to
begin Phase II in July, 2005. Legal counsel is in the process of having
ownership transferred to the Company. Second Chance Claims

On October 10, 2004, the Company entered into an agreement with Lee Holland
("Holland"), to acquire from Holland 90% ownership of the Second Chance claims
(the "Claims") located in the Ester Creek area of Alaska for:

1. $2,000  plus 100,000 restricted Rule 144 shares of common stock valued
   at $6,000.

2. $2,000 per month between November 10, 2004 and February 10, 2005 for a
   total of $8,000.

As at March 31, 2005, the Company has completed the acquisition of the property
and legal counsel is in the process of having ownership transferred to the
Company. Under the terms of the agreement Holland retains a 10% non-assessable
interest in the Claims.

Uinta Basin

On November 10, 2004, the Company entered into an agreement with Avalon, a
Company with directors in common, to acquire a 40% interest in the Letter of
Intent and Participation Agreement that Avalon acquired from Pioneer Oil and Gas
("Pioneer") in a gas field lease in the Uinta Basin, located in the US Rockies,
Utah.

Upon signing of the agreement, the Company issued 1,000,000 restricted Rule 144
common shares valued at $70,000 as a non-refundable deposit to Avalon and was to
acquire the 40% working interest in the gas lease upon Avalon receiving a
payment of $750,000 on or before December 10, 2004. In return, upon payment of
the purchase price of $750,000 by the Company, Avalon was to issue 2,000,000
shares of its common stock to the Company. Upon receiving the $750,000, Avalon
was required to pay Pioneer $706,279 to acquire its 85% working interest.

On December 10, 2004, the Company received an extension to December 24, 2004 to
meet the requirements of the initial agreement. The Company issued an additional
1,000,000 restricted Rule 144common shares valued at $60,000 as consideration
for the extension. On January 4, 2005, the Company received a default notice
from Avalon for failure to meet the terms of the agreement which was terminated.

<page>F-11

NOTE 5 - DEFERRED COMPENSATION

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

1. J & S Overseas Holdings Ltd.,("J&S") 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.,("1063244) 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
   generating a company profile, technical chart analysis, relaying the
   Company's business perspectives and distribution of corporate updates,
   including press releases.

3. 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.

On October 1, 2004, the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $10,000) in exchange for 100,000 restricted shares of the
Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,000) in exchange for 30,000 restricted
shares of the Company's common stock.

On October 1, 2004, the Company entered into an agreement 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 1,750,000 restricted shares of the
Company's common stock. The investor relations 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.

<page>F-12

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

1. Compte de Sierge Accomodative Corp. ("Compte"), 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. 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 ("Y.E.N.N."), 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.
   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. ("Inter-Orient"), 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. The
   investment banker will provide access to investors and ongoing funding for
   the Company's investments.

4. Asiatic Management Consultants Ltd. ("Asiatic"), 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. ("HBK"), 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
   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.

<page>F-13

On January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd. ("Palisades"), 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.

At March 31, 2005 the unamortized balance of deferred compensation with respect
to the above described service contracts totaled $205,417 and has been recorded
as a component of stockholders' equity.  (Refer to Note 2.)

NOTE 6 - CAPITAL STOCK

The Company's capitalization is 500,000,000 common shares with a par value of
$0.0001 per share.

2005 Transactions

On January 12, 2005, the Company filed a Registration Statement on Form S-8 to
cover 19,000,000 shares of common stock to be issued pursuant to the Company's
2005 Stock Incentive and Option Plan (the "Plan"). On February 8, 2005 3,550,000
stock option shares were granted to an employee at $0.03 per share and
15,450,000 stock option shares were granted to consultants.at $0.03 per share  A
fair value of $570,000 for these options ($106,500 for the employee options and
$463,500 for the consultant 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%.  In the three month period ended
March 31, 2005 the consultant options have been expensed and the employee
options have been recorded on a pro-forma basis (see Note 2.)

A total of 800,000 options were exercised during the period by an employee for
proceeds of $24,000 and 2,275,000 options were exercised during the period by
consultants for proceeds of $68,250.

<page>F-14

2004 Transactions

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.

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.

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 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 5)

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 5)

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 5).

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
and 6,200,000 shares of common stock for debt.

<page>F-15

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 October 1, 2004 , the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $10,000) in exchange for 100,000 restricted shares of the
Company's common stock.(See Note 5).

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,000) in exchange for 30,000 restricted
shares of the Company's common stock.(See Note 5).

On October 1, 2004, the Company entered into an agreement with a private company
controlled by a shareholder, for a three year term, whereby the private company
will provide investor relations services to the Company (valued at $175,000) in
exchange for 1,750,000 restricted shares of the Company's common stock.(See Note
5)

Effective September 30, 2004, the Company declared a 10% stock dividend to all
of the shareholders of record representing 80,245,956 shares of the Company's
common stock.  The stock dividend of 8,024,596 shares was issued on October 17,
2004 and recorded at a fair value of $641,968.

The Company declared a 10% stock dividend to all of the shareholders of record
effective September 30, 2004, representing 80,245,956 shares of the Company's
common stock.  The Company has recorded this stock dividend at a fair value of
$641,968 and issued 8,024,596 in payment on October 17, 2004..

On October 10, 2004, the Company issued 100,000 shares valued at $6,000 pursuant
to an agreement to acquire 90% ownership of the Second Chance claims located in
the Ester Creek area of Alaska.(See Note 4).

On November 29, 2004, the Company issued 1,000,000 common shares 144-Registered
valued at $70,000 as a non-refundable deposit to Avalon pursuant to an agreement
to acquire a 40% working interest in certain gas leases in the Uinta Basin,
Utah.

<page>F-16

On December 15, 2004, the Company issued an additional 1,000,000 common shares
144-Registered valued at $60,000 to Avalon as consideration for an extension to
meet the terms of the agreement to acquire the 40% interest.. On January 4,
2005, the Company received a default notice from Avalon for failure to meet the
terms of the agreement which was terminated.

On December 1, 2004, the Company issued 200,000 common shares valued at $14,000
in settlement of directors' salaries.

NOTE 7 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2005, companies controlled by
significant shareholders earned $27,080 (2004 - $31,542) pursuant to an
investment banking services contracts (See Note 5).

During the three months ended March 31, 2005, a company controlled by an
employee earned $Nil (2004-$2,083) companies controlled by significant
shareholders earned $ 27,917 (2004 - $10,208) pursuant to investor relations
services contracts (See Note 5).

During the three months ended March 31, 2005, the Company paid  $4,732 (2004 -
$8,000) to two directors for  management fees.

During the three months ended March 31, 2005, the Company incurred expenses for
office rent of $5,099 (2004 - $4,735) to a company controlled by a shareholder.

At March 31, 2005 a total of $ 75,311 (December 31, 2004 - $45,813) is owing to
Avalon for cash advances. This amount is non-interest bearing and has no
specified terms of repayment.

At March 31, 2005 a total of $10,576 (December 31, 2004 - $10,576) is owing from
Legacy Mining Ltd for cash advances. This amount is non-interest bearing and has
no specified terms of repayment.

At March 31, 2005, the following amounts are due to related parties:


                           March 31, 2005    December 31, 2004
			--------------------------------------
Employee	             $    192	     $	17,542
Significant Shareholders       23,650		 5,226
	                --------------------------------------
	                     $ 23,842	     $  22,768
	                ======================================
<page>F-17

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 8 - CONTINGENCIES

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. The Company requested the return of the 450,000
shares. The consultant refused to return the shares and the Company put a stop
transfer on these shares and is currently engaged in legal proceedings to
recover these 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 judgement awarding the plaintiff $15,000 Cdn.
in damages, however, the 450,000 shares are to be returned to the Company. The
plaintiff is also entitled to costs of the action in the amount of $7,180 Cdn.
The Company intends to dispute the claim of damages and costs.

NOTE 9 - SUBSEQUENT EVENTS

On January 12, 2005, the Company filed a Registration Statement on Form S-8 for
19,000,000 shares of common stock to be issued pursuant to the Company's 2005
Stock Incentive and Option Plan.  A total number of 19,000,000 options were
granted to employees and consultants, of which 3,075,000 shares were exercised
at $0.03 per share during the period for proceeds of $92,250. Subsequent to
March 31, 2005, an additional 2,000,000 shares were exercised at $0.03 per share
for proceeds of $60,000.

On April 4, 2005, Company signed a Memorandum of Understanding with a private
corporation to acquire a Uranium Concession in the African Continent. The
Company paid a $5,000 Cdn consultant fee to a third party to commence the
process of acquiring a Mining Agreement with Niger's Ministry of Mines with
respect to obtaining a Prospecting Permit which will be valid for thirty (30)
years.  An additional $5,000 Cdn will be paid to the third party when the Permit
is granted by the Ministry of Mines. Upon the signing of this Memorandum of
Understanding, a non-refundable 30,000,000 restricted 144 common shares of the
Company are issuable to the private corporation and/or its nominees.  The
Company and the private corporation acknowledge the signing of the Memorandum of
Understanding , however, the Company will not issue these shares until its due
diligence process is completed.  When the Prospecting Permit from the Ministry
of Mines is issued, the Company will issue a further 70,000,000 restricted 144
common shares of the Company to the private corporation and/or its nominees.
These shares have not yet been issued.

<page>F-18

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 Mining 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.

<page>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 Mining 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 is currently "GSML".

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 Investment in Avalon Energy Corporation

During 2003 the Company bought 303,750 shares of Avalon for $55,786 and sold
355,750 shares, out of a balance of 418,101, for net proceeds of $74,710 and
realized a loss of $32,764.  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.  As
of December 31, 2003, the Company owned 62,351 of Avalon's common stock

During 2004, the Company sold 52,000 shares for net proceeds of $7,454 and
realized a loss of $866. Effective December 31, 2004 the Company recorded an
unrealized loss in the carrying value of its available-for-sale securities
totalling $1,126 which was recorded as other comprehensive loss for the year.
As at March 31, 2005 the Company recorded an unrealized gain in the carrying
value of its available-for-sale securities totalling $1,112 which was recorded
as other comprehensive income for the period .As at March 31, 2005, the Company
owns 10,351 shares of Avalon's common stock with a fair value of $1,656.

<page>3

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 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 paid an additional $42,000 in cash to
acquire the property, as per the agreement. 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 a cost of $5,200. A Phase II work program
based on the results of Phase I has been determined and the amount required to
conduct a Phase II exploration program is estimated at $25,500. The Company
expects to conduct Phase II in June, 2005.

The completed Phase I exploration program  conducted in the third quarter of
2004 consisted of the following:

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

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

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

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

o 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

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

o mapping bedrock and colluvium on uppermost Ester Creek

<page>4

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's geologist, Jim Barker reported the discovery of a strongly
altered, sheared and crushed quartz vein zone associated with an altered felsic
dike in an area of old prospect trenches in Section 12 of the program area. This
strong structure, open at both ends and to depth, contains potentially economic
gold mineralization. Fire-assay results across 10.5 feet of the structure
returned a weighted average of 2.11 ounces of gold per ton from the following
contiguous channel samples:

      	 Width	                                             *Fire-Assay  Width
Sample  (Inches)   Description                                Au (ppm)    x ppm
-------------------------------------------------------------------------------
FE 1517	36.0	Hanging Wall; Quartz vein system & gouge	138.0	4,968.0
FE 1518	36.0	Central Zone; Sheared vein quartz & wall rock	 87.6	3,153.6
FE 1519	54.0	Footwall; Hydrothermally altered felsic
                 dyke & quartz-veins	                        2.97 	 160.38
-------------------------------------------------------------------------------
Total	126.0		                                   Total       8,281.98
=============                                              ====================

The above is equivalent to 65.73 ppm/ton (2.11 ounces/ton) gold over 126 inches
or 10.50 feet. *Assaying was completed by ALS Chemex in North Vancouver using
the GRA21 technique which is a fire assay with a gravimetric finish preferably
used to obtain accuracy for high grade gold samples.

The Company's claim group is located on the south flank of the Ester Dome
complex which is known for mesothermal and deep epithermal gold vein systems.
This target area is believed to be related to an underlying intrusive system and
is located at the head of the extensive Ester Creek placer-dredging fields.

One of the better examples of a similar intrusion related dome complex with
ongoing gold production is the Fort Knox mine about 15 miles northeast which
contains a gold inventory of 7.2 million ounces.

Full results of this exploration program and the implications of its findings
will be summarized in a detailed report and shall form the basis of the next
exploration stage which should identify a drill target. At the drilling stage,
the Company will be seeking a joint venture partner.

<page>5

Second Chance Claims

On October 10, 2004, the Company entered into an agreement with Lee Holland
("Holland"), to acquire from Holland 90% ownership of the Second Chance claims
(the "Claims") located in the Ester Creek area of Alaska for:

1. $2,000 (paid) plus 100,000 restricted Rule 144 shares of
    common stock valued at $6,000 (issued).

2. $2,000 per month between November 10, 2004 and February
   10, 2005 for a total of $8,000(paid).

The Company paid $6,000 to December 31, 2004 towards the acquisition and
completed the acquisition in February, 2005.Under the terms of the agreement
Holland retains a 10% non-assessable interest in the Claims.

Uinta Basin

On November 10, 2004, the Company entered into an agreement with Avalon, a
Company with directors in common, to acquire a 40% interest in the Letter of
Intent and Participation Agreement that Avalon acquired from Pioneer Oil and Gas
("Pioneer") in a gas field lease in the Uinta Basin, located in the US Rockies,
Utah.

Upon signing of the agreement, the Company issued 1,000,000 restricted Rule 144
common shares valued at $70,000 as a non-refundable deposit to Avalon and was to
acquire the 40% working interest in the gas lease upon Avalon receiving a
payment of $750,000 on or before December 10, 2004. In return, upon payment of
the purchase price of $750,000 by the Company, Avalon was to issue 2,000,000
shares of its common stock to the Company. Upon receiving the $750,000, Avalon
was required to pay Pioneer $706,279 to acquire its 85% working interest.

<page>6

On December 10, 2004, the Company received an extension to December 24, 2004 to
meet the requirements of the initial agreement. The Company issued an additional
1,000,000 restricted Rule 144common shares valued at $60,000 as consideration
for the extension. On January 4, 2005, the Company received a default notice
from Avalon for failure to meet the terms of the agreement which was terminated.

Liquidity and Capital Resources

For the three months ended March 31, 2005, we had total assets of $37,360
including $22,623 in cash, $1,518 in accounts receivable, $10,576 due from
Legacy Mining Ltd., and $1,656 in available for sale securities. We also held
$987 in depreciated furniture and equipment. The cash constitutes our present
source of liquidity. At March 31, 2005, we had total current liabilities of
$154,445 of which $55,292 was represented by accounts payable and accrued
liabilities, $75,311 due to Avalon Energy Corporation and $23,842 was due to
related parties. At March 31, 2005, we had $36,373 in current assets and
$154,445 in total current liabilities. At March 31, 2005, current liabilities
exceeded current assets by $118,072.

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 March 31, 2005, we had $672,650 in general and administrative
expenses including, but not limited to, expenses for consulting fees, management
fees, investor relations and office and general expenses.  Our operating
expenses for the corresponding period in 2004 were $364,440. The increase in
operating expenses was primarily due to an increase in stock based compensation.
Net losses from operations for the three months ending March 31, 2005, were
$672,650 being the general and administrative expenses. Our net loss for the
corresponding period in 2004 was a comparative $365,255. We have incurred net
losses of $11,920,615 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 (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) 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, 2005 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 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.

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.

<page>8

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.
The Company requested the return of the 450,000 shares. The consultant refused
to return the shares and the Company put a stop transfer on these shares and is
currently engaged in legal proceedings to recover these 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
judgement awarding the plaintiff $15,000 Cdn. in damages,and $7,180 Cdn. In
costg, however, the 450,000 shares are to be returned to the Company. The
plaintiff is also entitled to costs of the action in the amount of $7,180 Cdn.
The Company intends to dispute the claim of damages and costs.

Item 2. Changes in Securities.

2005 Transactions

On January 12, 2005, the Company filed a Registration Statement on Form S-8 to
cover 19,000,000 shares of common stock to be issued pursuant to the Company's
20045Stock Incentive and Option Plan (the "Plan") .On February 8, 2005 3,550,000
stock option shares were granted to an employee at $0.03 per share and
15,450,000 stock option shares were granted to consultants.at $0.03 per share  A
fair value of $570,000 for these options ($106,500 for employee options and
$463,500 for consultants 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 consultant options have been
expensed in the quarter and the employee options have been recorded on a pro-
forma basis.  A total of 800,000 options were exercised during the period by an
employee for proceeds of $24,000 and 2,275,000 options were exercised during the
period by consultants for proceeds of $68,250.

2004 Transactions

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.

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>9

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 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 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 October 1, 2004 , the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $10,000) in exchange for 100,000 restricted shares of the
Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,000) in exchange for 30,000 restricted
shares of the Company's common stock.

<page>10

On October 1, 2004, the Company entered into an agreement with a private company
controlled by a shareholder, for a three year term, whereby the private company
will provide investor relations services to the Company (valued at $175,000) in
exchange for 1,750,000 restricted shares of the Company's common stock.

Effective September 30, 2004, the Company declared a 10% stock dividend to all
of the shareholders of record representing 80,245,956 shares of the Company's
common stock.  The stock dividend of 8,024,596 shares was issued on October 17,
2004 and recorded at a fair value of $641,968.

The Company declared a 10% stock dividend to all of the shareholders of record
effective September 30, 2004, representing 80,245,956 shares of the Company's
common stock.  The Company has recorded this stock dividend at a fair value of
$641,968 and issued 8,024,596 in payment on October 17, 2004..

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>
Title of Class   Name of Beneficial Owner	Amount and Nature of
                                                Beneficial Owner	Percent of Class

---------------------------------------------------------------------------------------------
 Common Stock   Robert Klein
                4540 Woodgreen Place                 50,000                  0.05%
                West Vancouver, BC V7S 2S6

Common Stock	Carlton Parfitt
                Suite 801 - 1875 Robson Street
                Vancouver, BC  V6G 1E5               50,000                 0.05 %


Directors' Compensation

During the three months ended March 31, 2005, the Company paid  $4,732 (2004 -
$8000) to two directors for  management fees.

<page>11

Stock Based Compensation.

During the three months ended March 31, 2005, $570,000 (2004 - $Nil ) in stock
based compensation was recorded in our financial statements, $463,500 as an
expense and $106,500 on a pro-forma basis.  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 2005.


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 Station
                   New York, New York 10274	      86,507,212	 90.55  %

(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 three months ended March 31, 2005, companies controlled by
significant shareholders earned $27,080 (2004 - $31,542) pursuant to an
investment banking services contracts .

During the three months ended March 31, 2005, a company controlled by an
employee earned $Nil (2004-$2,083) companies controlled by significant
shareholders earned $ 27,917 (2004 - $10,208) pursuant to investor relations
services contracts .

<page>12

During the three months ended March 31, 2005, the Company incurred expenses for
office rent of $5,099 (2004 - $4,735) to a Company controlled by a shareholder.

At March 31, 2005 a total of $ 75,311 (2004 - $45,813) is owing to Avalon Gold
Corporation for cash advances. This amount is non-interest bearing and has no
specified terms of repayment.

At March 31, 2005 a total of $10,576 (2004 - $10,576) is owing from Legacy
Mining Ltd for cash advances. This amount is non-interest bearing and has no
specified terms of repayment.

At March 31, 2005, the following amounts are due to related parties:

                        March 31,2005 	December 31, 2004
		        -------------   -----------------
Employee	          $    192	$   17,542
Significant Shareholders    23,650	     5,226
	                =============   ==================
	                  $ 23,842	$   22,768

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:


	                       March 31,  December 31, December 31,
	                         2005	     2004	   2003
                               -------------------------------------
Property and Cash Equivalents  $22,623	    $2,096	$3,790

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.

<page>13

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.

(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 May 20, 2005.

Golden Spirit Mining Ltd.,
a Delaware corporation

        /s/ Robert Klein
By:      ______________
           Robert Klein
Its:       President




<page>14