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

                                  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    September 30, 2004
                                          ------------------

[ ]   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 November 4, 2004.


<page>

                               PACIFIC SPIRIT INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                               September 30, 2004

                             (Stated in US Dollars)

                                   (Unaudited)





<page>


                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                             INTERIM BALANCE SHEETS
                    September 30, 2004 and December 31, 2003
                             (Stated in US Dollars)
                                   (Unaudited)
                                   ------------

<table>
<caption>

                                                    ASSETS                    September 30,       December 31,
                                                    ------                       2004               2003
                                                                                 ----               ----

                                                                             <c>                 <c>
Current
   Cash                                                                      $           830     $        12,499
   Prepaid expenses                                                                      253                 733
                                                                                ------------          ----------
                                                                             $         1,083     $        13,232
                                                                                ============          ==========

                                                   LIABILITIES
                                                   -----------
Current
   Accounts payable and accrued liabilities                                  $         4,160     $         6,698
   Due to related party - Note 3                                                       5,676                   -
                                                                                ------------          ----------
                                                                                       9,836               6,698
                                                                                ============          ==========

                                        STOCKHOLDERS' EQUITY (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 shares issued (December 31, 2003:  3,820,000)                          3,820               3,820
Paid in capital                                                                       87,180              87,180
Deficit accumulated during the pre-exploration stage                                 (99,753)            (84,466)
                                                                                ------------           ----------
                                                                                      (8,753)              6,534
                                                                                ------------           ----------
                                                                             $         1,083     $        13,232
                                                                                ============           ==========
</table>



                             SEE ACCOMPANYING NOTES

<page>

                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
         for the three and nine months ended September 30, 2004 and 2003
  and for the period May 4, 2001 (Date of Incorporation) to September 30, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------

<table>
<caption>
                                                                                                              May 4, 2001
                                                                                                               (Date of
                                              Three months ended                Nine months ended          Incorporation) to
                                                 September 30,                    September 30,                Sept 30,
                                            2004             2003             2004             2003              2004
                                            ----             ----             ----             ----              ----

                                        <c>             <c>              <c>             <c>               <c>
Expenses
   Accounting and audit fees            $         670  $         1,121    $       2,592   $       1,731    $        22,276
   Administrative services                      1,500                -            1,500             500             19,000
   Bank charges                                    81               49              179             173                816
   Exploration costs                              150                -              805               -              2,552
   Incorporation costs                              -                -                -               -                900
   Legal fees                                       -                -                -           2,719             31,206
   Mineral lease advance royalty
    - Note 4                                    5,000            2,155            7,000           2,155             17,155
   Office and miscellaneous                       750                -              750             131              1,268
   Transfer agent and listing fees                509              297            2,461             335              4,680
                                           ----------       -----------       ---------       ---------          ---------
Loss before other item                         (8,660)          (3,622)         (15,287)         (7,744)           (99,853)
Other item
   Interest income                                  -                -                -              26                100
                                           ----------       -----------       ---------       ---------          ---------
Net loss for the period                 $      (8,660) $        (3,622)   $     (15,287)  $      (7,718)   $       (99,753)
                                           ==========       ===========       ==========      =========          =========
Basic loss per share                    $       (0.00) $         (0.00)   $       (0.00)  $       (0.00)
                                           ==========       ===========       ==========      =========
Weighted average number of  shares
outstanding                                 3,820,000        3,820,000        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 nine months ended September 30, 2004 and 2003,
  and for the period May 4, 2001 (Date of Incorporation) to September 30, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>
                                                                                                          May 4, 2001
                                                                                                        (Date of Incor-
                                                                       Nine months ended                  poration) to
                                                                         September 30,                   September 30,
                                                                    2004                2003                 2004
                                                                    ----                ----                 ----

                                                               <c>                <c>                   <c>
Cash Flows from Operating Activities
   Net loss for the period                                  $         (15,287)   $          (7,718)  $         (99,753)
   Changes in non-cash working capital balances
    related to operations
     Prepaid expenses                                                     480                    -                (253)
     Accounts payable and accrued liabilities                          (2,538)              (7,721)              4,160
                                                                   ----------           ----------           ----------
                                                                      (17,345)             (15,439)            (95,846)
                                                                   ----------           ----------           ----------
Cash Flows from Financing Activities
   Capital stock issued                                                     -                    -              91,000
   Advance from a director                                              5,676                    -               5,676
                                                                   ----------           ----------           ---------
                                                                        5,676                    -              96,676
                                                                   ----------           ----------           ---------

Increase (decrease) in cash during the period                         (11,669)             (15,439)                830

Cash, beginning of the period                                          12,499               27,983                   -
                                                                   ----------           ----------          ----------
Cash, end of the period                                     $             830    $          12,544   $             830
                                                                   ==========           ==========          ==========
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 September 30, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                  ------------
<table>
<caption>

                                                                                                Deficit
                                                                                              Accumulated
                                                Common Shares                Additional      During the Pre-
                                      -----------------------------------     Paid-in         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                               -                 -                -           (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                               -                 -  -                         (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 period                             -                 -                -           (15,287)           (15,287)
                                            ---------         ----------       ----------        ----------          ---------
Balance, as at
 September  30, 2004                        3,820,000   $         3,820  $        87,180   $       (99,753)   $        (8,753)
                                            =========         ==========       ==========        ==========          =========
</table>



                            SEE ACCOMPANYING NOTES

<page>



                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                September30, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------

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

              While information  presented in the accompanying interim financial
              statements is unaudited, it includes all adjustments which 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,
              2003 financial statements.

              The results of operations for the period ended  September 30, 2004
              are not necessarily indicative of the results that can be expected
              for the year ended December 31, 2004.

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

              The  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.  The Company has a working capital  deficiency
              of  $8,753  as  at  September  30,  2004,  has  not  yet  attained
              profitable  operations and has accumulated losses of $99,753 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.

Note 3        Due to Related Party
              --------------------

              The amount  due to  related  party,  a  director  of the  Company,
              consists  of  unpaid  advances  of  $5,676.   The  amount  due  is
              unsecured,  non-interest  bearing  and has no  specific  terms for
              repayment.

Note 4        Commitments
              -----------

              Mineral Property

              By a lease  agreement  effective June 1, 2001 and amended June 25,
              2002,  November  25,  2002,  and  January 9, 2004 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  condition  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
September 30, 2004
(Stated in US Dollars)
(Unaudited) - Page 2
 ---------


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

              Mineral Property - (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 (paid) of the amended agreement dated
              January 9, 2004;
              - $5,000 on July 9, 2004 (paid);
              - $10,000 on January 9, 2005;  and
              - each January 9 thereafter,  a payment of $50,000 plus an annual
              increase or decrease equivalent to the rate of inflation
              designated by the Consumer Price Index for that year with
              execution year as base year.

              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>

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 January 2004, we amended our mineral claims  agreement  regarding the Del Oro
Property  located in Pershing County Nevada.  We paid the lessor of the property
$2,000 upon  execution of the  agreement and $5,000 on July 9, 2004. In order to
keep the lease in good  standing,  we must pay the lessor  $10,000 by January 9,
2005, and $50,000 per year thereafter.

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 September  30, 2004 was $830.  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 third quarter ended September 30, 2004
--------------------------------------------------------------------

We incurred a net loss of $15,287 for the nine-month  period ended September 30,
2004, as compared to a loss of $7,718 in the same period in 2003. The difference
in net  loss  was  primarily  due to an  increase  in  management  fees,  office
expenses, and 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  fees  ($1,500 per the period July -  September  2004).  The
Company  also  started  to incur  $250 per  month  for  office  rent,  telephone
expenses,  and general miscellaneous office expenses ($750 per the period July -
September  2004)  related to the use of the  Vancouver  office.  In the previous
periods, the president did not charge the Company for such expenses.  During the
nine-month  period ended  September  30, 2004,  we incurred  transfer  agent and
filing  fees of $2,461  (2003:  $335) and  accounting  and audit  fees of $2,592
(2003:  $1,731) in order to bring all outstanding SEC filings  current.  We also
incurred  resource  property  costs as per  lease  agreement  of  $7,000  (2003:
$2,155).  At the end of the  third  quarter,  we had cash on hand of  $830.  Our
liabilities at the same date totalled $9,836,  and consisted of accounts payable
of $4,160 and $5,676 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

10.1     Management Agreement

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  six-month  period  ended
September 30, 2004.

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: November 4, 2004

<page>

                                  Exhibit 10.1

                              MANAGEMENT AGREEMENT
                              --------------------


This Management Agreement is dated July 1, 2004.

BETWEEN:

                  Peter Sotola, with address at 11640 - 96A Avenue, Surrey, B.C.

                                                                (the "Manager")

and

                  PACIFIC  SPIRIT  INC.,  a company  having a  registered office
                  in the State of Nevada  and  records office at 802 - 700 West
                  Pender Street, Vancouver, BC, V6C 1G8

                                                                (the "Company")

WHEREAS:

A.     The Company has agreed to retain the services of the Manager on the terms
and conditions  hereinafter  set forth effective the date referenced above; and

B.       The Manager has agreed to be retained by the Company upon the terms and
conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT  WITNESSETH that in  consideration  of the premises
and mutual  covenants  and  agreements  herein  contained,  the  parties  hereto
covenant and agree each with the other as follows:


1.       RETAINER

The Company  hereby  retains the Manager  and the Manager  hereby  accepts  such
retainer,  to perform the duties and render the services set forth herein during
the term of this Agreement.  The Manager agrees to provide the services of Peter
Sotola ("Sotola") to the Company for the duration of this Agreement.


2.       TERM

This  Agreement  will be effective  July 1, 2004 (the  "Commencement  Date") and
shall  continue  in full force and effect for 12 months  after the  Commencement
Date.


3.       COMPENSATION

As  compensation  for  the  services  of the  Manager  during  the  term of this
Agreement,  the  Company  shall  pay the  Manager  a  monthly  salary  of US$500
commencing on the Commencement Date.

<page>

4.       REIMBURSEMENT FOR EXPENSES

The  Manager  will be  reimbursed  for  all  reasonable  out-of-pocket  expenses
incurred  by the  Manager  in or about the  execution  of his  duties  which are
pre-approved by the Company.


5.       DUTIES AND SERVICES

During the term of this  Agreement,  the Company agrees that Sotola will provide
general management duties, as required.


6.       TERMINATION OF AGREEMENT

Notwithstanding  any other provision  herein, it is understood and agreed by and
between the parties hereto that the Manager may resign his retainer hereunder by
giving one month's written notice of such intention to resign.


7.       APPLICABLE LAW

This Agreement shall be governed by the laws of the State of Nevada, USA and the
Province of British Columbia, Canada.


8.       AMENDMENT

This Agreement may not be amended or otherwise modified except in writing signed
by both parties.


9.       HEADINGS

All headings and titles in this  Agreement are for reference only and are not to
be used in the interpretation of the terms hereof.


10.      ACCEPTANCE OF AGREEMENT

This  Agreement  is subject to the  approval  of the Board of  Directors  of the
Company.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.


PETER SOTOLA                                         PACIFIC SPIRIT INC.
Per:                                                 Per:

sgd: Peter Sotola                                    sgd: Peter Sotola
Peter Sotola                                         Peter Sotola, President