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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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

     For the quarterly period ended    March 31, 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 7, 2004.


<PAGE>




                               PACIFIC SPIRIT INC.

                        (A Pre-exploration Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                 March 31, 2004

                             (Stated in US Dollars)

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

<PAGE>


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

<TABLE>
<CAPTION>

                                                   ASSETS                       March 31,         December 31,
                                                   ------
                                                                                   2004               2003
                                                                                   ----               ----
<S>                                                                            <C>                  <C>
Current
   Cash                                                                      $         8,990     $        12,499
   Prepaid expenses                                                                    2,033                 733
                                                                                ------------         -----------
                                                                             $        11,023     $        13,232
                                                                                ============         ===========

                                                LIABILITIES
                                                -----------
Current
   Accounts payable and accrued liabilities                                  $         8,095     $         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                            (     88,072)       (     84,466)
                                                                                ------------         -----------
                                                                                       2,928               6,534
                                                                                ------------         -----------
                                                                             $        11,023     $        13,232
                                                                                ============         ===========
</TABLE>


                             SEE ACCOMPANYING NOTES

<PAGE>



                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF OPERATIONS
               for the three months ended March 31, 2004 and 2003
    and for the period May 4, 2001 (Date of Incorporation) to March 31, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------

<TABLE>
<CAPTION>
                                                                                                    May 4, 2001
                                                                                                  (Date of Incor-
                                                                    Three months ended              poration)to
                                                                         March 31,                   March 31,
                                                                  2004               2003              2004
                                                                  ----               ----              ----
<S>                                                          <C>                 <C>                <C>
Expenses
   Accounting and audit fees                               $          1,360   $            610   $         21,044
   Administrative services                                                -                500             17,500
   Bank charges                                                          47                 77                684
   Exploration costs                                                      -                  -              1,747
   Incorporation costs                                                    -                  -                900
   Legal fees                                                             -              2,700             31,206
   Mineral lease advance royalty  - Note 3                            2,000                  -             12,155
   Office and miscellaneous                                               -                131                518
   Transfer agent fees                                                  199                  -              2,418
                                                               ------------        -----------        -----------
Net loss before other item                                    (       3,606)     (       4,018)     (      88,172)
Other item
   Interest income                                                        -                 15                100
                                                               ------------        -----------        ------------
Net loss for the period                                    $  (       3,606)  $  (       4,003)  $  (      88,072)
                                                               ============        ===========        ============
Basic loss per share                                       $  (        0.00)  $  (        0.00)
                                                               ============        ===========
Weighted average number of shares outstanding                     3,820,000          3,820,000
                                                               ============        ===========
</TABLE>



                             SEE ACCOMPANYING NOTES

<PAGE>


                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                        INTERIM STATEMENTS OF CASH FLOWS
               for the three months ended March 31, 2004 and 2003,
    and for the period May 4, 2001 (Date of Incorporation) to March 31, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>
                                                                                                         May 4, 2001
                                                                                                       (Date of Incor-
                                                                       Three months ended               poration) to
                                                                           March 31,                      March 31,
                                                                    2004                2003                2004
                                                                    ----                ----                ----
<S>                                                              <C>                  <C>                 <C>
Cash Flows from Operating Activities
   Net loss for the period                                  $  (        3,606)   $  (        4,003)  $  (       88,072)
   Change in non-cash working capital balance
    related to operations
     Prepaid expenses                                          (        1,300)                   -      (        2,033)
     Accounts payable and accrued liabilities                           1,397       (        4,185)              8,095
                                                                -------------        -------------        -------------
                                                               (        3,509)      (        8,188)     (       82,010)
                                                                -------------        -------------        -------------
Cash Flows from Financing Activities
   Capital stock issued                                                     -                    -              91,000
                                                                -------------        -------------        -------------
                                                                            -                    -              91,000
                                                                -------------        -------------        -------------
Increase (decrease) in cash during the period                  (        3,509)      (        8,188)              8,990

Cash, beginning of the period                                          12,499               27,983                   -
                                                                -------------        -------------        -------------
Cash, end of the period                                     $           8,990    $          19,795   $           8,990
                                                                =============        =============        =============
Supplemental  disclosure  of cash flow  information  Cash paid during the period
   for:
     Interest                                               $               -    $               -   $               -
                                                                =============        =============        =============
     Income taxes                                           $               -    $               -   $               -
                                                                =============        =============        =============
</TABLE>


                             SEE ACCOMPANYING NOTES

<PAGE>



                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
             INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      for the period May 4, 2001 (Date of Incorporation) to March 31, 2004
                             (Stated in US Dollars)
                                   (Unaudited)
                                   -----------
<TABLE>
<CAPTION>
                                                                                                Deficit
                                                                                              Accumulated
                                                                            Additional      During the Pre-
                                                Common Shares                 Paid-in         exploration
                                      -----------------------------------
                                           Number          Par Value          Capital            Stage              Total
                                           ------          ---------          -------            -----              -----
<S>                                       <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                             -                 -                -     (      3,606)      (      3,606)
                                            ---------        ----------        ----------       ----------          ----------
Balance, as at
 March 31, 2004                             3,820,000   $         3,820  $        87,180   $ (     88,072)    $        2,928
                                            =========        ==========        ==========       ===========         ==========
</TABLE>



                             SEE ACCOMPANYING NOTES

<PAGE>


                               PACIFIC SPIRIT INC.
                        (A Pre-exploration Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                 March 31, 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 March 31, 2004, the Company has not yet
              attained  profitable  operations  and has  accumulated  losses  of
              $88,072 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;
              - $10,000 on January 9, 2005; and

<PAGE>

Pacific Spirit Inc.
(A Pre-exploration Stage Company)
Notes to the Interim Financial Statements
March 31, 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,  $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 March  31,  2004 was  $8,990.  Accordingly,  we will need to
raise additional funds in order to complete the recommended  exploration program
on the  Del Oro  Property  and  meet  our  other  expected  expenses.  We do not
currently have any arrangements for raising additional funding.

Results of Operations for the first quarter ended March 31, 2004
----------------------------------------------------------------

We  incurred a net loss of $3,606 for the  three-month  period  ended  March 31,
2004, which is comparable to a loss of $4,003 in the same period in 2003. During
the three  months ended March 31, 2004,  we incurred  transfer  agent and filing
fees of $199 (2003:  $Nil),  accounting  and audit fees of $1,360 (2003:  $610),
legal fees of $Nil (2003:  $2,700) and mineral lease  advance  royalty of $2,000
(2003:  $Nil).  At the end of the first quarter,  we had cash on hand of $8,990.
Our liabilities at the same date totalled $8,095 (December 31, 2003: $6,698).

<PAGE>

Item 3.           Controls and Procedures


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


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

PART II  OTHER INFORMATION

Item 1.           Legal Proceedings

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

Item 2.           Changes in Securities

None.

Item 3.           Defaults upon Senior Securities

None.

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

None.

Item 5.           Other Information

None.

Item 6.           Exhibits and Report on Form 8-K

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


There were no reports  filed on Form 8-K during  the  three-month  period  ended
March 31, 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 7, 2004

<PAGE>