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


                                  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, 2006
                                        ---------------

[ ]   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
                                                  ---------------------------

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 [X] Yes [ ] No

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                      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 common shares as of August
6, 2006.

Authorized share capital of the registrant 100,000,000 common shares , par value
of $0.001


The Company recorded $nil revenue for the quarter ended June 30, 2006.

<page>








                               PACIFIC SPIRIT INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                  June 30, 2006

                             (Stated in US Dollars)

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









<page>



                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                             INTERIM BALANCE SHEETS
                       June 30, 2006 and December 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)

<table>
<caption>
                                                                                     June 30,        December 31,
                                                     ASSETS                            2006              2005
                                                     ------                            ----              ----

                                                                                <c>               <c>
Current
    Cash                                                                         $           247   $             -
                                                                                 ===============   ===============

                                                  LIABILITIES
                                                  -----------
Current
    Bank overdraft                                                               $             -   $            12
    Accounts payable and accrued liabilities - Note 4                                     23,777            18,318
    Due to related party - Note 4                                                         40,817            34,227
                                                                                 ---------------   ---------------

                                                                                          64,594            52,557
                                                                                 ---------------   ---------------

                                           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  (2005: 3,820,000) shares outstanding                                  3,820             3,820
Additional paid-in capital                                                                87,180            87,180
Deficit accumulated during the pre-exploration stage                                    (155,347)         (143,557)
                                                                                 ---------------- -----------------

                                                                                         (64,347)          (52,557)
                                                                                 ---------------- -----------------

                                                                                 $           247   $             -
                                                                                 ===============   ===============
</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, 2006 and 2005
       and for the period May 4, 2001 (Date of Inception) to June 30, 2006
                             (Stated in US Dollars)
                                   (Unaudited)
                                   ----------

<table>
<caption>
                                                                                                                        May 4, 2001
                                                                                                                         (Date of
                                                                                                                         Inception)
                                                        Three Months Ended                 Six Months Ended                 to
                                                             June 30,                          June 30,                  June 30,
                                                       2006            2005             2006             2005              2006
                                                       ----            ----             ----             ----              ----

                                             <c>            <c>              <c>              <c>              <c>
Expenses
    Accounting and audit fees                $       2,343   $       2,251    $        4,593   $       4,943    $        43,658
    Administrative services - Note 4                 1,500           1,500             3,000           3,000             29,500
    Bank charges and interest                           32              40               111             112              1,176
    Exploration costs                                    -             655                 -             655              1,747
    Incorporation costs                                  -               -                 -               -                900
    Legal fees                                           -               -                 -               -             32,206
    Mineral lease advance royalty
     - Note 3                                            -          10,000                 -          10,000             28,615
    Office and miscellaneous                           750             750             1,500           1,500              6,518
    Transfer agent and listing fees                    962             852             2,586             996             10,127
                                             -------------   -------------    --------------   -------------    ---------------

Loss before other item                              (5,587)        (16,048)          (11,790)        (21,206)          (155,447)

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

Net loss for the period                      $      (5,587)  $     (16,048)   $      (11,790)  $     (21,206)   $      (155,347)
                                             =============   =============    ==============   =============    ===============

Basic loss per share                         $        (0.00) $        (0.00)  $        (0.00)  $       (0.01)
                                             ==============  ==============   ==============   =============

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, 2006 and 2005
      and for the period May 4, 2001 (Date of Inception) to June 30, 2006
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<table>
<caption>
                                                                                                   May 4, 2001
                                                                                                    (Date of
                                                                    Three-months ended            Inception) to
                                                                         June 30,                   June 30,
                                                                   2006             2005              2006
                                                                   ----             ----              ----

                                                            <c>               <c>               <c>
Cash Flows used Operating Activities
    Net loss for the period                                  $       (11,790)  $      (21,206)  $      (155,347)
    Changes in non-cash working capital items
     related to operations:
      Prepaid expenses                                                     -              400                 -
      Accounts payable and accrued liabilities                         5,459            8,431            23,777
                                                             ---------------   --------------   ---------------

                                                                      (6,331)         (12,375)         (131,570)
                                                             ---------------   --------------   ---------------

Cash Flows from Financing Activities
    Bank overdraft                                                         -                -                12
    Capital stock issued                                                   -                -            91,000
    Advance from a related party                                       6,590           13,775            40,817
                                                             ---------------   --------------   ---------------

                                                                       6,590           13,775           131,829
                                                             ---------------   --------------   ---------------

Decrease in cash during the period                                       259            1,400               259

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

Cash, end of the period                                      $           259   $        1,976   $           259
                                                             ===============   ==============   ===============
</table>


                             SEE ACCOMPANYING NOTES

<page>


                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
             INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
         for the period May 4, 2001 (Date of Inception) to June 30, 2006
                             (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 year ended
 December 31, 2005                                     -                -                -             (35,753)          (35,753)
                                         ---------------  ---------------  ---------------  ------------------   ---------------

Balance as at December 31, 2005                3,820,000            3,820           87,180            (143,557)          (52,557)

Net loss for the three-months ended
 June 30, 2006                                         -                -                -             (11,790)          (11,790)
                                         ---------------  ---------------  ---------------  ------------------   ---------------

Balance as at June 30, 2006                    3,820,000  $         3,820  $        87,180  $         (155,347)  $       (64,347)
                                         ===============  ===============  ===============  ==================   ===============
</table>





                             SEE ACCOMPANYING NOTES

<page>

                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                             June 30, 2006 and 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,  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,
              2005 financial statements.

              The results of operations  for the period ended June 30, 2006, are
              not necessarily indicative of the results that can be expected for
              the year ended December 31, 2006.

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

              These  financial  statements have been prepared in accordance with
              generally  accepted  accounting  principles  applicable to a going
              concern , which  assumes that the Company will be able to meet its
              obligations  and  continue  its  operations  for its  next  twelve
              months.  Realization  values may be  substantially  different from
              carrying  values as shown and these  financial  statements  do not
              give effect to adjustments that would be necessary to the carrying
              values and  classification  of assets and  liabilities  should the
              Company be unable to continue as a going concern. At June 30, 2006
              the  Company  had  not yet  achieved  profitable  operations,  has
              accumulated losses of $155,347 since its inception,  has a working
              capital  deficiency of $64,347 and expects to incur further losses
              in the development of its business, all of which casts substantial
              doubt about the Company's  ability to continue as a going concern.
              The Company's  ability to continue as a going concern is dependent
              upon its ability to generate future  profitable  operations and/or
              to obtain the  necessary  financing  to meet its  obligations  and
              repay its liabilities arising from normal business operations when
              they come due.  Management  has no formal plan in place to address
              this concern but considers that the Company will be able to obtain
              additional   funds  by  equity   financing  and/or  related  party
              advances,  however  there is no  assurance of  additional  funding
              being available.

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
June 30, 2006
(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 of the amended agreement dated
                        January 9, 2004 (paid);
              -        $5,000 on July 9, 2004 (paid);
              -        $5,000 on April 12, 2005 (paid); and
              -        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.

              The advance royalty payment of $50,000 due January 9, 2006 has not
              been made.  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.  On March
              10, 2006 the Company received a termination  notice dated February
              18, 2006. All attempts by the Company to negotiate an amendment to
              the agreement failed.

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

              The  Company  was  charged  the  following  by a  director  of the
              Company:
<table>
<caption>
                                                                                                       May 2, 2001
                                                                                                         (Date of
                                                 Three months ended            Six months ended       Inception) to
                                                      June 30,                     June 30,              June 30,
                                                 2006           2005          2006          2005           2006
                                                 ----           ----          ----          ----           ----
              
                              <c>            <c>          <c>            <c>           <c>
              Administrative services        $      1,500   $      1,500  $     3,000   $      3,000  $       12,000
                                             ============   ============  ===========   ============  ==============
</table>
              The amount  due to  related  party,  a  director  of the  Company,
              consists of unpaid advances and management fees. 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.


Pacific Spirit Inc. was incorporated under the laws of the state of Nevada. Our
Company's fiscal year end is December 31.

There is no public  market for our common  shares and our common  shares are not
posted for trading or listed on any trading market.

We currently  have no revenue from  operations.  We are in a start-up phase with
our existing assets and we have no significant  assets,  tangible or intangible.
There can be no assurance that we will generate  revenues in the future, or that
we will be able to operate profitably in the future, if at all. We have incurred
net losses in each fiscal year since inception of our operations.  We have never
declared bankruptcy, have never been in receivership, and never been involved in
any legal action or proceedings.  Since becoming incorporated,  we have not made
any  significant  purchase or sale of assets,  nor have we been  involved in any
mergers, acquisitions or consolidations.

Our business  plan is currently on hold due to a lack of cash  resources and the
termination of the lease on March 5, 2006 (15 days from the date of the letter),
2006  over a group of  mining  claims,  which  served  as our  only  significant
business  activity  for future  operations.  We had been  planning  to develop a
company  focused  on  exploration  and  development  of  mining  claims  showing
promising gold prospects.  We currently have a negative  working capital balance
in excess of $64,000 and only $247 in cash.

There is no assurance  that we be successful in obtaining any  financing,  or on
terms that are  acceptable  to our  company.  We are  actively  seeking debt and
equity  financing  to ensure our  survivability.  We are also  actively  seeking
suitable  merger  partners  and business  opportunities,  which may enable us to
obtain financing or recover value for our stockholders.


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

Our immediate plan of operation is to identify and obtain  financing to survive.
As of June 30,  2006,  our  working  capital  balance is a  negative  balance of
$(64,347),  which means our liabilities exceed our cash resources and ability to
pay by that amount. Our ongoing survival is wholly dependent on funding from our
officers and directors,  and the  identification  and  successful  completion of
additional long-term or permanent equity financing, the support of creditors and
shareholders,  and, ultimately, the achievement of profitable operations.  There
can be no  assurances  that we  will be  successful.  We  have  already  reduced
operations,  and in  conjunction  with  our  financing  activities,  we are also
actively   seeking  viable   merger/business   partners  as  an  alternative  to
liquidation.

Our ability to succeed is uncertain.

<page>

Management Discussion and Analysis

At June 30, 2006,  we had negative  working  capital of  $(64,347),  compared to
negative  working capital of $(52,557) for beginning of the fiscal year. At June
30, 2006, our total assets were $247,  which  consisted  solely of cash.  Assets
were $nil at the beginning of the year.

At Jnne 30,  2006,  our total  current  liabilities  increased  to $64,594  from
$52,557 at December 31, 2005.

We  have  not had  revenues  from  inception.  Our  business  plan  and  limited
operations  are on hold due to a lack of cash and our negative  working  capital
balance.  Our survival is dependent on funding from sales of securities  and, as
necessary, or from shareholder loans. Our President has lent our company $40,817
to continue our  operations  and maintain our statutory  corporate and reporting
requirements.  We are actively seeking additional  financing and/or new business
partners  to  ensure  our  survival.  There  is no  assurance  that  we  will be
successful  in raising  the  required  amounts,  or on terms  acceptable  to our
company.

We do not anticipate conducting any research and development directly, or hiring
additional employees in the next 12 months.

Results of Operations for the six months ended June 30, 2006
------------------------------------------------------------

We incurred a net loss of $11,790 for the six-month  period ended June 30, 2006,
as compared to a loss of $21,206 in the same period in 2005.  The  difference in
net loss of  $9,416  was  primarily  due to the  company's  failure  to make the
required  property  payments  (2006 - $Nil;  2005 - $10,000).  As per management
agreement  dated July 1, 2004, the president  started to charge the Company $500
per month for administrative  services ($3,000 for the period). The Company also
incurred  $250 per  month for  office  rent,  telephone  expenses,  and  general
miscellaneous  office expenses ($1,500 for the period) related to the use of the
Vancouver  office.  During the six-month period ended June 30, 2006, we incurred
transfer  agent and filing fees of $2,586 (2005:  $996) and accounting and audit
fees of $4,593 (2005: $4,943) in order to keep SEC filings current.

We have  utilized  all of our  cash  resources  for our  operations  to date and
currently have no further resources to continue our operations.

Item 3.           Controls and Procedures


As of the end of the period covered by this report,  we conducted an evaluation,
under  the  supervision  and with the  participation  of our  sole  officer  and
director of our disclosure controls and procedures (as defined in Rule 13a-15(e)
of the Exchange Act). Based upon this evaluation,  our sole officer and director
concluded  that our  disclosure  controls and procedures are effective to ensure
that  information  required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded,  processed,  summarized and reported,
within the time periods specified in the Commission's rules and forms.

There has been no change in our internal control over financial reporting during
the current  quarter that has materially  affected,  or is reasonably  likely to
materially affect, our internal control over financial reporting.

<page>

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 and use of Proceeds

None.

Item 3.            Defaults upon Senior Securities

None.

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

None.

Item 5.            Other Information


Mr. Sotola our sole Officer and Director,  continues to advance funds to our
company for working capital purposes (2004 - $8,676;  2005 - $25,551;
2006 - $6,590). The loan is unsecured,  has no stated repayment terms, and bears
no interest.  As of the date hereof, there is $40,817 due to Mr. Sotola.

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 302 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

             Notice of Termination of Lease Agreement with J. Prochnau & Co over
             the Nevada Mine Properties II.

<page>

There were no reports filed on Form 8-K during the  six-month  period ended June
30, 2006.

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: August 11, 2006