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    June 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 July 29, 2004.

<page>

                               PACIFIC SPIRIT INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  June 30, 2004

                             (Stated in US Dollars)

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

<page>



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

<table>
<caption>

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

                                                                         <c>                 <c>
Current
   Cash                                                                      $         5,570     $        12,499
   Prepaid expenses                                                                    1,953                 733
                                                                               -------------       -------------
                                                                             $         7,523     $        13,232
                                                                               =============       =============

                                                LIABILITIES
                                                -----------
Current
   Accounts payable and accrued liabilities                                  $         7,616     $         6,698
                                                                               -------------       -------------

                                            STOCKHOLDERS' EQUITY
                                            --------------------

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                            (     91,093)       (     84,466)
                                                                               --------------       -------------
                                                                                         (93)              6,534
                                                                               --------------       -------------
                                                                             $         7,523     $        13,232
                                                                               ==============       =============
</table>


                             SEE ACCOMPANYING NOTES

<page>

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

                                                                                                              May 4, 2001
                                                                                                               (Date of
                                              Three months ended                 Six months ended          Incorporation) to
                                                   June 30,                          June 30,                  June 30,
                                            2004             2003             2004             2003              2004
                                            ----             ----             ----             ----              ----

                                    <c>                 <c>           <c>             <c>              <c>
Expenses
   Accounting and audit fees             $        562    $           -    $       1,922   $         610    $        21,606
   Administrative services                          -                -                -             500             17,500
   Bank charges                                    51               47               98             124                735
   Exploration costs                              655                -              655               -              2,402
   Incorporation costs                              -                -                -               -                900
   Legal fees                                       -               19                -           2,719             31,206
   Mineral lease advance royalty
    - Note 3                                        -                -            2,000               -             12,155
   Office                                           -                -                -             131                518
   Transfer agent fees                          1,753               38            1,952              38              4,171
                                            ----------     ------------      -----------     -----------      -------------
Loss before other item                      (   3,021)     (       104)      (    6,627)     (    4,122)      (     91,193)
Other item
   Interest income                                  -               11                -              26                100
                                            ----------     ------------      -----------     -----------      -------------
Net loss for the period                  $  (   3,021)   $ (        93)   $  (    6,627)  $  (    4,096)   $  (     91,093)
                                            ==========     ============      ===========     ===========      =============
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 six months ended June 30, 2004 and 2003,
     and for the period May 4, 2001 (Date of Incorporation) to June 30, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>

                                                                                                May 4, 2001
                                                                                              (Date of Incor-
                                                                       Six months ended         poration) to
                                                                           June 30,               June 30,
                                                                    2004            2003            2004
                                                                    ----            ----            ----

                                                        <c>              <c>             <c>
Cash Flows from Operating Activities
   Net loss for the period                                  $  (    6,627)   $  (    4,096)  $  (   91,093)
   Change in non-cash working capital balance
    related to operations
     Prepaid expenses                                          (    1,220)               -      (    1,953)
     Accounts payable and accrued liabilities                         918       (    4,841)          7,616
                                                               ----------       ----------      ----------
                                                               (    6,929)      (    8,937)     (   85,430)
                                                               ----------       ----------      ----------
Cash Flows from Financing Activities
   Capital stock issued                                                 -                -          91,000
                                                               ----------       ----------      ----------
                                                                        -                -          91,000
                                                               ----------       ----------      ----------
Increase (decrease) in cash during the period                  (    6,929)      (    8,937)          5,570
                                                               ----------       ----------      ----------
Cash, beginning of the period                                      12,499           27,983               -
                                                               ----------       ----------      ----------
Cash, end of the period                                     $       5,570    $      19,046   $       5,570
                                                               ==========       ==========      ==========

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 June 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                             -                 -                -      (      6,627)      (      6,627)
                                            ---------     -------------     ------------      -------------      -------------
Balance, as at
June 30, 2004                               3,820,000   $         3,820  $        87,180   $  (     91,093)   $           (93)
                                            =========     =============     ============      =============      =============
</table>

                             SEE ACCOMPANYING NOTES

<page>



                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                  June 30, 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.

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.  As at June 30, 2004,  the Company has not yet
              attained profitable  operations,  has a working capital deficiency
              of  $93  and  has   accumulated   losses  of  $91,093   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        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:

              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 subsequently);
              - $10,000 on January 9, 2005; and

<page>

Pacific Spirit Inc.
(A Pre-exploration Stage Company)
Notes to the Interim Financial Statements
June 30, 2004
(Stated in US Dollars)
(Unaudited) - Page 2
 ---------

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

              Mineral Property - (cont'd)

              -   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 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.  In order to keep the  lease in good
standing,  we must pay the lessor $5,000 by July 9, 2004 (paid on July 5, 2004),
$10,000 by January 9, 2005, and $50,000 per year thereafter.

In addition,  we anticipate spending $10,000 on professional fees and $12,000 on
administrative expenses.

Total expenditures over the next 12 months are therefore expected to be $90,000.
Our cash on hand at June 30, 2004 was $5,570. 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 second quarter ended June 30, 2004
----------------------------------------------------------------

We incurred a net loss of $6,627 for the six-month  period ended June 30,  2004,
compared to a loss of $4,122 in the same period in 2003.  During the six  months
ended June 30, 2004, we incurred transfer agent and filing fees of $1,952 (2003:
$38),  accounting  and audit fees of $1,922 (2003:  $610), and exploration costs
of $655 (2003:  $Nil). At the end of the second quarter,  we had  cash  on  hand
of $5,570. Our liabilities at the same  date totalled $7,616 (December 31, 2003:
$6,698).


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

<page>

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  six-month  period ended June
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: July 29, 2004