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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

        For the quarterly period ended    March 31, 2005
                                          --------------

[ ]  Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of
     1934

      For the transition period                       to
                                    ------------------   --------------------

      Commission File Number    001-31608
                        -----------------

                              PACIFIC SPIRIT, INC.
    ------------------------------------------------------------------------
        (Exact name of small Business Issuer as specified in its charter)

                Nevada                                  98-0349685
   ---------------------------------        ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

         11640 96A Avenue
      Surrey, British Columbia                               V3V 2A1
----------------------------------------       ---------------------------------
(Address of principal executive offices)              (Postal or Zip Code)

Issuer's telephone number, including area code: 604-760-1400
                                               -------------
                                      None
     -----------------------------------------------------------------------
      (Former name, former address and former fiscal year, if changed since
                                  last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period  that the issuer was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days [ ] Yes [X] No

State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest  practicable date:  3,820,000 shares of $0.001 par value
common stock outstanding as of June 22, 2005.

<page>

                               PACIFIC SPIRIT INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                 March 31, 2005

                             (Stated in US Dollars)
                             ----------------------

                                   (Unaudited)
                                   ------------




<page>


                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                             INTERIM BALANCE SHEETS
                      March 31, 2005 and December 31, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                  ------------
<table>
<caption>
                                                                                March 31,         December 31,
                                                     ASSETS                        2005               2004
                                                     ------                        ----               ----

                                                                          <c>                  <c>
Current
    Cash                                                                    $            503    $            576
    Prepaid expenses                                                                     600                 800
                                                                            ----------------    ----------------

                                                                            $          1,103    $          1,376
                                                                            ================    ================

                                                    LIABILITIES
                                                    -----------

Current
    Accounts payable and accrued liabilities - Note 4                       $         16,115    $         12,504
    Due to related party - Note 4                                                      6,950               5,676
                                                                            ----------------    ----------------

                                                                                      23,065              18,180
                                                                            ----------------    ----------------

                                             STOCKHOLDERS' DEFICIENCY
                                             ------------------------

Preferred stock, $0.001 par value
         10,000,000  shares authorized, none outstanding
Common stock, $0.001 par value
        100,000,000  shares authorized
          3,820,000  (December 31, 2004:  3,820,000) shares
                     outstanding                                                       3,820               3,820
Paid-in capital                                                                       87,180              87,180
Deficit accumulated during the pre-exploration stage                                (112,962)           (107,804)
                                                                            ----------------    ----------------

                                                                                     (21,962)            (16,804)
                                                                            ----------------    ----------------

                                                                            $          1,103    $          1,376
                                                                            ================    ================
</table>


                             SEE ACCOMPANYING NOTES

<page>


                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
               for the three months ended March 31, 2005 and 2004
    and for the period May 4, 2001 (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------

<table>
<caption>
                                                                                                         May 4, 2001
                                                                                                          (Date of
                                                                                                       Incorporation)
                                                                           Three Months Ended                to
                                                                               March 31,                  March 31,
                                                                         2005             2004              2005
                                                                         ----             ----              ----

                                                                   <c>               <c>              <c>
Expenses
    Accounting and audit fees                                       $        2,692   $       1,360    $        28,926
    Administrative services - Note 4                                         1,500               -             22,000
    Bank charges and interest                                                   72              47                931
    Exploration costs                                                            -               -              1,747
    Incorporation costs                                                          -               -                900
    Legal fees                                                                   -               -             32,206
    Mineral lease advance royalty - Note 3                                       -           2,000             17,960
    Office and miscellaneous                                                   750               -              2,768
    Transfer agent and filing fees                                             144             199              5,624
                                                                    --------------   -------------    ---------------

Loss before other item                                                      (5,158)         (3,606)          (113,062)

Other item
    Interest income                                                              -               -                100
                                                                    --------------   -------------    ---------------

Net loss for the period                                             $       (5,158)  $      (3,606)   $      (112,962)
                                                                    ==============   =============    ===============

Basic loss per share                                                $        (0.00)  $       (0.00)
                                                                    ==============   =============

Weighted average number of shares outstanding                            3,820,000       3,820,000
                                                                    ==============   =============
</table>


                             SEE ACCOMPANYING NOTES

<page>

                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
                      for the three months ended March 31,
                  2005 and 2004 and for the period May 4, 2001
                    (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------

<table>
<caption>
                                                                                                     May 4, 2001
                                                                                                       (Date of
                                                                                                    Incorporation)
                                                                       Three Months Ended                 to
                                                                            March 31,                 March 31,
                                                                      2005            2004               2005
                                                                      ----            ----               ----

                                                                <c>              <c>              <c>
Cash Flows used Operating Activities
    Net loss for the period                                      $      (5,158)  $      (3,606)   $       (112,962)
    Changes in non-cash working capital
     items related to operations:
      Prepaid expenses                                                     200             200                (600)
      Accounts payable and accrued
       liabilities                                                       3,611            (103)             16,115
                                                                 -------------   -------------    ----------------

                                                                        (1,347)         (3,509)            (97,447)
                                                                 -------------   -------------    ----------------

Cash Flows from Financing Activities
    Capital stock issued                                                     -               -              91,000
    Advance from related party                                           1,274               -               6,950
                                                                 -------------   -------------    ----------------

                                                                         1,274               -              97,950
                                                                 -------------   -------------    ----------------

Increase (decrease) in cash during the period                              (73)         (3,509)                503

Cash, beginning of the period                                              576          12,499                   -
                                                                 -------------   -------------    ----------------

Cash, end of the period                                          $         503   $       8,990    $            503
                                                                 =============   =============    ================

Supplemental disclosure of cash flow
 information
    Cash paid for:
      Interest                                                   $           -   $           -    $              -
                                                                 =============   =============    ================

      Income taxes                                               $           -   $           -    $              -
                                                                 =============   =============    ================
</table>


                             SEE ACCOMPANYING NOTES

<page>

                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
             INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      for the period May 4, 2001 (Date of Incorporation) to March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                  ------------
<table>
<caption>
                                                                                                  Deficit
                                                                                                Accumulated
                                                                              Additional         During the
                                                   Common Shares               Paid-in        Pre-Exploration
                                           ------------------------------
                                              Number         Par Value         Capital             Stage              Total
                                              ------         ---------         -------             -----              -----

                                         <c>            <c>               <c>                <c>                <c>
Capital stock issued for cash - at $0.01      2,500,000  $         2,500  $        22,500  $                -   $        25,000

Net loss for the period                               -                -                -             (40,255)          (40,255)
                                           ------------  ---------------  ---------------  ------------------   ---------------

Balance as at December 31, 2001               2,500,000            2,500           22,500             (40,255)          (15,255)

Capital stock issued for cash - at $0.05      1,320,000            1,320           64,680                   -            66,000

Net loss for the year ended
 December 31, 2002                                    -                -                -             (31,249)          (31,249)
                                           ------------  ---------------  ---------------  ------------------   ---------------

Balance as at December 31, 2002               3,820,000            3,820           87,180             (71,504)           19,496

Net loss for the year ended
 December 31, 2003                                    -                -                -             (12,962)          (12,962)
                                           ------------  ---------------  ---------------  ------------------   ---------------

Balance as at December 31, 2003               3,820,000            3,820           87,180             (84,466)            6,534

Net loss for the year ended
 December 31, 2004                                    -                -                -             (23,338)          (23,338)
                                           ------------  ---------------  ---------------  ------------------   ---------------

Balance as at December 31, 2004               3,820,000            3,820           87,180            (107,804)          (16,804)

Net loss for the period                               -                -                -              (5,158)           (5,158)
                                           ------------  ---------------  ---------------  ------------------   ---------------


Balance as at March 31, 2005                  3,820,000  $         3,820  $        87,180  $         (112,962)  $       (21,962)
                                           ============  ===============  ===============  ==================   ===============
</table>


                             SEE ACCOMPANYING NOTES

<page>

                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                    NOTES TO INTERIM THE FINANCIAL STATEMENTS
                                 March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------

Note 1        Interim Reporting
              -----------------

              While information  presented in the accompanying interim financial
              statements is unaudited,  it includes all adjustments that are, in
              the  opinion  of  management,  necessary  to  present  fairly  the
              financial  position,  results of operations and cash flows for the
              interim  period  presented.   All  adjustments  are  of  a  normal
              recurring  nature.  It is suggested  that these interim  financial
              statements be read in conjunction with the company's  December 31,
              2004 financial statements.

              The results of operations for the period ended March 31, 2005, are
              not necessarily indicative of the results that can be expected for
              the year ended December 31, 2005.

Note 2        Continuance of Operations
              -------------------------

              The  interim   financial   statements  have  been  prepared  using
              generally accepted  accounting  principles in the United States of
              America  applicable  for a going  concern  which  assumes that the
              Company will realize its assets and discharge its  liabilities  in
              the ordinary course of business. As at March 31, 2005, the Company
              has not yet attained profitable operations,  has a working capital
              deficiency of $21,962 and has accumulated losses of $112,962 since
              its  commencement.  Its ability to continue as a going  concern is
              dependent  upon the ability of the Company to obtain the necessary
              financing to meet its obligations and pay its liabilities  arising
              from normal business operations when they come due. The outcome of
              these matters  cannot be predicted with any certainty at this time
              and  raise  substantial  doubt  that the  Company  will be able to
              continue as a going  concern.  These  financial  statements do not
              include  any  adjustments  to the amounts  and  classification  of
              assets and liabilities that may be necessary should the company be
              unable to continue  as a going  concern.  The Company  anticipates
              that  additional  funding will be in the form of equity  financing
              from the sale of  common  shares.  The  Company  may also  seek to
              obtain  short-term loans from the directors of the company.  There
              are no  current  arrangements  in  place  for  equity  funding  or
              short-term loans.

Note 3        Commitments
              -----------

              Mineral Property

              By a lease  agreement  effective June 1, 2001 and amended June 25,
              2002,  November 25, 2002,  January 9, 2004 and April 11, 2005, the
              Company was granted  the  exclusive  right to explore and mine the
              Del Oro and NP Claims  located in Pershing  County of the State of
              Nevada.  The term of this lease is for 30 years,  renewable for an
              additional  30 years so long as the  conditions  of the  lease are
              met. Minimum payments and performance commitments are as follows:

<page>

Pacific Spirit Inc.
(A Pre-exploration Stage Company)
Notes to the Interim Financial Statements
March 31, 2005
(Stated in US Dollars)
(Unaudited) - Page 2
 ---------

Note 3        Commitments - (cont'd)
              -----------

              Minimum Advance Royalty Payments:

The  owner  shall  be paid  a royalty  of 4% of the net smelter returns from all
production.   In respect to this royalty, the Company is required to pay minimum
advance royalty payments of the following:

-        $5,000 upon execution (paid) and $4,500 (paid) for extension of the
          agreement;

-        $2,000 upon execution of the amended agreement dated January 9, 2004
         (paid);

-        $5,000 on July 9, 2004 (paid);

-        $5,000 on April 12, 2005 (paid subsequent to March 31, 2005);

-        each January 9 thereafter, a payment of $50,000 plus an annual increase
         or  decrease  equivalent to the date of  inflation  designated  by  the
         Consumer  Price Index for that year with the execution year as the base
         year.

              In  addition,   the  Company  is  required  to  fund   exploration
              expenditures of $5,000 by April 12, 2005 (paid subsequent to March
              31, 2005).

              As per the lease agreement, the landlord must give written default
              notice to the Company and the Company then has 15 days to cure the
              default  or the  lease  can be  terminated.  No  notice  has  been
              received due to current negotiations.

              The Company can reduce the net smelter  return  royalty to 0.5% by
              payment of a buy-out price of $5,000,000. Advance royalty payments
              made to the date of the  buy-out  will be  applied  to reduce  the
              buy-out price.

              Performance Commitment:

              In the event that the Company terminates the lease after June 1 of
              any year, it is required to pay all federal and state mining claim
              maintenance  fees for the next  assessment  year.  The  Company is
              required to perform  reclamation  work on the property as required
              by federal,  state and local law for  disturbances  resulting from
              the Company's activities on the property.

<page>


Pacific Spirit Inc.
(A Pre-exploration Stage Company)
Notes to the Interim Financial Statements
March 31, 2005
(Stated in US Dollars)
(Unaudited) - Page 3
 ---------

Note 4        Related Party Transactions
              --------------------------

              The  Company  was  charged  the  following  by a  director  of the
              Company:
<table>
<caption>
                                                                                                   May 2, 2001
                                                                                                    (Date of
                                                                                                 Incorporation)
                                                                     Three Months Ended                to
                                                                          March 31,                 March 31,
                                                                    2005            2004              2005
                                                                    ----            ----              ----
              
                                                 <c>            <c>               <c>
              Administrative services                           $       1,500  $           -   $           4,500
                                                                =============  =============   =================
</table>

              These  charges were  measured by the exchange  amount which is the
              amount agreed upon by the transacting parties.

              Included in accounts payable at March 31, 2005 is $4,500 (December
              31, 2004:  $3,000)  consisting of unpaid  management fees due to a
              director of the Company.

              The amount  due to  related  party,  a  director  of the  Company,
              consists  of  unpaid  advances.   The  amount  due  is  unsecured,
              non-interest bearing and has no specific terms for repayment.


<page>

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


Forward Looking Statements
--------------------------

This quarterly report contains forward-looking statements that involve risks and
uncertainties.  We use words such as anticipate,  believe, plan, expect, future,
intend and similar expressions to identify such forward-looking  statements. You
should not place too much  reliance  on these  forward-looking  statements.  Our
actual results are likely to differ  materially from those  anticipated in these
forward-looking  statements  for many  reasons,  including the risks faced by us
described in this Risk Factors section and elsewhere in this quarterly report.


Plan of Operation
-----------------

Our plan of operation for the twelve months following the date of this report is
to  complete  the  recommended  phase  one  exploration  program  on the Del Oro
Property in which we hold a leasehold  interest.  We still  anticipate that this
program will cost us $53,000.

In April 2005,  we amended our mineral  claims  agreement  regarding the Del Oro
Property  located in Pershing County Nevada.  We paid the lessor of the property
$5,000  advance  royalty on April 12, 2005 and paid $5,000 on April 12, 2005 for
exploration expenditures.

In addition,  we anticipate spending $12,000 on professional fees and $15,000 on
administrative expenses.

Total expenditures over the next 12 months are therefore expected to be $90,000.
Our cash on hand at March 31, 2005 was $503. Accordingly,  we will need to raise
additional funds in order to complete the recommended exploration program on the
Del Oro Property and meet our other expected expenses.  We do not currently have
any arrangements for raising additional funding.

Results of Operations for the first quarter ended March 31, 2005
----------------------------------------------------------------

We  incurred a net loss of $5,158 for the  three-month  period  ended  March 31,
2005, as compared to a loss of $3,606 in the same period in 2004. The difference
in net loss was  primarily  due to an  increase  in  accounting  and audit fees,
office expenses,  and administrative  services expense and office expenses,  and
decrease in resource costs as per lease agreement.  As per management  agreement
dated July 1, 2004,  the president  started to charge the Company $500 per month
for administrative  services ($1,500 per the period January - March,  2005). The
Company also incurred $250 per month for office rent,  telephone  expenses,  and
general  miscellaneous  office  expenses  ($750 per the period  January - March,
2005) related to the use of the Vancouver office. In the comparative period, the
president did not charge the Company for such expenses.  During the  three-month
period ended March 31, 2005, we incurred  transfer agent and filing fees of $144
(2004: $199) and accounting and audit fees of $2,692 (2004:  $1,360) in order to
bring all  outstanding  SEC filings  current.  We incurred no resource  property
costs during this period (2004: $2,000). At the end of the first quarter, we had
cash on hand of $503.  Our  liabilities at the same date totalled  $23,065,  and
consisted of accounts payable of $16,115 and $6,950 due to a related party.

<page>

Item 3.           Controls and Procedures


As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President, the Chief Executive Officer, and the Chief Financial Officer.

Based upon that evaluation,  the Company concluded that the disclosure  controls
and  procedures are  effective.  There have been no  significant  changes in the
Company's  internal  controls or in other  factors,  which  could  significantly
affect  internal  controls  subsequent  to the date the Company  carried out its
evaluation.

PART II  OTHER INFORMATION

Item 1.           Legal Proceedings

The Company is not a party to any pending  legal  proceeding.  Management is not
aware of any threatened litigation, claims or assessments.

Item 2.           Changes in Securities

None.

Item 3.            Defaults upon Senior Securities

None.

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

None.

Item 5.            Other Information

None.

Item 6.            Exhibits and Report on Form 8-K

 31.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 302 of the Sarbanes-Oxley Act of 2002
 31.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002
 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002
 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002




There were no reports  filed on Form 8-K during  the  three-month  period  ended
March 31, 2005.

<page>

SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                           Pacific Spirit, Inc.

                                           /s/ Peter Sotola
                                           -----------------------
                                           Peter Sotola
                                           President, Secretary, Treasurer
                                           Chief Executive Officer and Director
                                           (Principal Executive Officer,
                                           Principal Financial Officer and
                                           Principal Accounting Officer)
                                           Dated: June 22, 2005