UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                  (Amendment #2)

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended December 31, 2004

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _______ to ________

                          GOLDEN SPIRIT MINING LTD

             (Exact name of registrant as specified in its charter)

                     Delaware                52-2132622

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

                         1288 Alberni Street, Suite 806
                       Vancouver, British Columbia Canada       V6E 4N5

        (Address of registrant's principal executive offices) (Zip Code)

                                  888-488-6882

            (Registrant's Telephone Number, Including Area Code)

                 Title of Each Class to be so Registered:  None

      Name of Each Exchange on which Each Class is to be Registered:  None

             Securities registered under Section 12(g) of the Act:

                         Common Stock, Par Value $.001
                                (Title of Class)

Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  [ X ] Yes     [  ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year. $ 0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.)

As of December 31, 2004, there were 92,450,192 shares of the issuer's $0.0001
par value common stock issued and outstanding.

Documents incorporated by reference.  There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):[ ] Yes  [X ] No
===============================================================================

                           GOLDEN SPIRIT MINING LTD.
                             A Delaware corporation

                 Index to Registration Statement on Form 10-KSB

                                                                   Page
                                     PART I
1.  Description of Business..........................................2

2.  Description of Property..........................................8

3.  Legal Proceedings................................................8

4.  Submission of Matters to a Vote of Security Holders..............9

                                    PART II

5.  Market Price for the Golden Spirit Mining Ltd. Corporation's
    Common Equity and Related Stockholders Matters...................9

6.  Management's Discussion and Analysis of Financial Condition and
    Results of Operations............................................13

7.  Financial Statements.............................................F-1

8.  Changes in and Disagreements with Accountants....................16

                                    PART III

9.  Directors, Executive Officers, Promoters and Control Persons.....16

10. Executive Compensation - Remuneration of Directors and Officers..18

11. Security Ownership of Certain Beneficial Owners and Management...18

12. Certain Relationships and Related Transactions...................19

13. Index to Exhibits................................................20

14. Controls and Procedures..........................................21

    SIGNATURES.......................................................21

------------------------------------------------------------------------------


THIS REPORT ON FORM 10-KSB IS FOR THE YEAR ENDING DECEMBER 31, 2004.  THE REPORT
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN APRIL 2005.  TO
THE EXTENT PRACTICABLE, THE DISCLOSURE CONTAINED HEREIN HAS BEEN PREPARED TO
SPEAK AS OF DECEMBER 31, 2004. GOLDEN SPIRIT MINING LTD. HAS INCLUDED A SECTION
BELOW ENTITLED "SUBSEQUENT EVENTS" WHICH DISCUSSES CERTAIN MATERIAL EVENTS WHICH
OCCURRED SUBSEQUENT TO DECEMBER 31, 2004.

                                     PART I

Item 1. Description of Business.

Our Background. Golden Spirit Mining Ltd., formerly 2UOnline.com, Inc., formerly
Power Direct, Inc., was incorporated in the State of Delaware on September 13,
1993, and we maintain our principal executive offices at 1288 Alberni Street,
Suite 806, Vancouver, British Columbia, Canada V6E 4N5. Our offices in the
United States are located at 177 Telegraph Road, Suite 560, Bellingham,
Washington 98226.

We changed our name from Power Direct, Inc., to 2UOnline.com, Inc. by filing a
Certificate of Amendment to our Certificate of Incorporation on January 31,
2000. We also changed our trading symbol from "PWDR" to "TWOU" in order to
reflect our decision to shift our focus from oil and gas production to Internet-
related activities. Our symbol was then changed to "TWOUE".  On or about April
18, 2000, we were removed from the Over-the-Counter Bulletin Board ("OTCBB") for
failure to comply with NASD Rule 6530, which requires any company listed on the
OTCBB to be current in its public reporting obligations pursuant to the
Securities and Exchange Act of 1934. The Company was re-instated on the OTCBB on
October 7, 2002 under the symbol "TWOU". The Company filed a certificate of
amendment to its Articles of Incorporation with the State of Delaware on October
1,2003 to change its name to Golden Spirit Minerals Ltd. The name change
reflects management's decision to shift the Company's focus from internet-based
business development to mineral exploration. On October 8, 2003, the trading
symbol for the Company became "GSPM". On October 19, 2004, the Company changed
its name to Golden Spirit Mining Ltd. and the trading symbol is currently
"GSML".

We were originally incorporated to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of
Delaware. We were inactive from September 13, 1993, through November 1998, when
we began the process of identifying potential business interests, including, but
not necessarily limited to, interests in oil and natural gas producing
properties.

Our Business. Our initial focus was on the development of oil and natural gas
properties. In this regard, we purchased interests in two properties; one in
the United States and one in Canada. In or around December 1999, we decided to
review the focus of our business, primarily the direction we would take with our
various oil and gas projects. We decided that maintaining interests in oil and
gas producing properties should no longer be our focus. Due to the growth of the
Internet, we decided to pursue Internet-related activities. We determined that
Internet-related activities would provide a positive revenue stream sooner than
oil and gas producing activities. Due to the lack of success with our internet
activities we decided to abandon this business and commencing in 2003 instead
pursue opportunities in mineral exploration and development

<PAGE>2

We had limited success with our internet activities and as such we decided to
pursue opportunities in mineral exploration and development.

Our Investment in Avalon Energy Corporation

During 2002 the Company sold 360,961 shares of Avalon Energy Corporation
("Avalon"), a public company with directors and significant shareholders in
common, for proceeds of $50,663 resulting in a gain of $7,452.  Effective
September 30, 2002 the Company determined that the value of its investment in
Avalon had become permanently impaired and as a result, wrote down its
investment by $313,301.  For the period from January 1, 2002 to September 30,
2002 the Company recorded a net equity loss in Avalon totaling $346,053.  During
the fourth quarter of 2002, Avalon issued shares of its common stock from
treasury resulting in a significant reduction of the Company's equity interest
in Avalon to approximately 4%.  As a result, the Company reclassified its
investment in Avalon from an equity investment to available-for-sale securities
whereby its value is carried at market.

During 2003 the Company bought 303,750 shares of Avalon for $55,786 and sold
355,750 shares for net proceeds of $74,710 and realized a loss of $38,764.
Effective December 31, 2003 the Company recorded an unrealized loss in the
carrying value of its available-for-sale securities totaling $115which was
recorded as other comprehensive income for the year.  Effective December 31,
2004 the Company recorded an unrealized loss in the carrying value of its
available-for-sale securities totaling $1,126 which was recorded as other
comprehensive loss for the year.

As at December 31, 2004 the Company owns 10,351 shares of Avalon's common stock
with a fair value of $545.

Our Mineral Properties:

Ester Creek On October 10, 2003 the Company entered into an agreement with Ester
Creek Gold Company ("Ester Creek"), a private Nevada cooperative, to acquire
from Ester Creek 90% ownership of the Ester Creek Gold properties (the "Mining
Claims") located approximately eight miles northeast of Fairbanks, Alaska for
$45,000 and the issuance of 450,000 restricted shares of the Company's common
stock.  Under the terms of the agreement, Ester Creek retains a 10% non-
assessable interest in the Mining Claims.  The Mining Claims are located in and
around Ester Creek over an area of approximately 2,320 acres (4 square miles).
In October 2003 the Company paid $3,000 and issued 450,000 restricted shares
with a fair value of $27,000 to Ester Creek Gold Company and paid an additional
$42,000 in cash to acquire the property, as per the agreement. Under the terms
of the agreement the Company has agreed to give Ester Creek a contract to
supervise and perform certain work programs.  The Company has had an independent
engineering report prepared which recommends an initial Phase I geologic and
sampling reconnaissance of the property at a cost of $5,200. A Phase II work
program based on the results of Phase I has been determined and the amount
required to conduct a Phase II exploration program is estimated at $25,500. The
Company expects to conduct Phase II in the third quarter of 2005.

<PAGE>3

The completed Phase I exploration program conducted in the third quarter of
2004 consisted of the following:

o sampling and mapping the altered bedrock fragments found in tailing pipes on
  the eastern margin of the claim group

o examining and sampling the intrusive rock located on the south slope to Ester
  Creek in section 11-12

o mapping geology on north facing slope in central Section 12 which is underlain
  by a magnetic low field

o examining and sampling as appropriate the WSW linear feature on Hill 1516,
  Section 11

o collecting heavy mineral concentrate from lower-most Moose Gulch and testing
  for skarn-type minerals suggested to be present by the magnetic high field in
  the vicinity

o examining and resampling previously reported gold anomaly in Section 11 on the
  NB-2 claim

o mapping bedrock and colluvium on uppermost Ester Creek

This work program is specifically targeted toward showing the occurrence of gold
values in possible lode sources, an important step in determining future
exploration.

The Company's geologist, Jim Barker reported the discovery of a strongly
altered, sheared and crushed quartz vein zone associated with an altered felsic
dike in an area of old prospect trenches in Section 12 of the program area. This
strong structure, open at both ends and to depth, contains potentially economic
gold mineralization. Fire-assay results across 10.5 feet of the structure
returned a weighted average of 2.11 ounces of gold per ton from the following
contiguous channel samples:


                    Width   	              *  Fire-Assay      Width
Sample             (Inches)  Description          Au (ppm)       x ppm
------------------------------------------------------------------------
FE 1517            36.0	    Hanging Wall; Quartz   138.0	4,968.0
                            vein system & gouge

FE 1518	           36.0	    Central Zone; Sheared
                            vein quartz & wall rock 87.6	3,153.6

FE 1519	           54.0	    Footwall; Hydrothermally
                            altered felsic dyke &
                            quartz-veins	    2.97	 160.38
--------------------------------------------------------------------------
Total	           126.0		           Total       8,281.98
===========================================================================

The above is equivalent to 65.73 ppm/ton (2.11 ounces/ton) gold over 126 inches
or 10.50 feet. *Assaying was completed by ALS Chemex in North Vancouver using
the GRA21 technique which is a fire assay with a gravimetric finish preferably
used to obtain accuracy for high grade gold samples.

The Company's claim group is located on the south flank of the Ester Dome
complex which is known for mesothermal and deep epithermal gold vein systems.
This target area is believed to be related to an underlying intrusive system and
is located at the head of the extensive Ester Creek placer-dredging fields.

<PAGE>4

One of the better examples of a similar intrusion related dome complex with
ongoing gold production is the Fort Knox mine about 15 miles northeast which
contains a gold inventory of 7.2 million ounces.

Full results of this exploration program and the implications of its findings
will be summarized in a detailed report and shall form the basis of the next
exploration stage which should identify a drill target. At the drilling stage,
the Company will be seeking a joint venture partner.

Blue Doe and June Ellen Prospects

On June 9, 2004 the Company entered into an agreement with Walter Doyle
("Doyle"), to acquire from Doyle 95% ownership of the Blue Doe Gold Prospect and
the June Ellen Gold Prospect (the "Prospects) located in the northern part of
the Ravenswood Batholith in Queensland, Australia for:

1. $1,000 plus 5,000,000 restricted Rule 144 shares of common stock on closing.

2.  5,000,000 restricted Rule 144 shares of common stock on September 9, 2004;

3. 10,000,000 restricted Rule 144 shares of common stock on November 9, 2004;
and

4. a work commitment of $200,000 over a period of two years based on a work
program to be mutually agreed upon.

Upon further review of the Prospect and terms and conditions outlined in the
agreement, the Company decided not to proceed with the Blue Doe and acquisition.
The Company has no further obligations relating to this agreement.

Uinta Basin

On November 10, 2004, the Company entered into an agreement with Avalon, a
Company with directors in common, to acquire a 40% interest in the Letter of
Intent and Participation Agreement that Avalon acquired from Pioneer Oil and Gas
("Pioneer") in a gas field lease in the Uinta Basin, located in the US Rockies,
Utah.

Upon signing of the agreement, the Company issued 1,000,000 restricted Rule 144
common shares valued at $70,000 as a non-refundable deposit to Avalon and was to
acquire the 40% working interest in the gas lease upon Avalon receiving a
payment of $750,000 on or before December 10, 2004. In return, upon payment of
the purchase price of $750,000 by the Company, Avalon was to issue 2,000,000
shares of its common stock to the Company. Upon receiving the $750,000, Avalon
was required to pay Pioneer $706,279 to acquire its 85% working interest.

<PAGE>5

On December 10, 2004, the Company received an extension to December 24, 2004 to
meet the requirements of the initial agreement. The Company issued an additional
1,000,000 retricted Rule 144common shares  valued at $60,000 as consideration
for the extension. On January 4, 2005, the Company received a default notice
from Avalon for failure to meet the terms of the agreement which was terminated.

Second Chance Claims

On October 10, 2004, the Company entered into an agreement with Lee Holland
("Holland"), to acquire from Holland 90% ownership of the Second Chance claims
(the "Claims") located in the Ester Creek area of Alaska for:

1. $2,000 (paid) plus 100,000 restricted Rule 144 shares of common stock
   valued at $6,000 (issued).

2. $2,000 per month between November 10, 2004 and February 10, 2005 for a
   total of $8,000.

The Company paid $6,000 to December 31, 2004 towards the acquisition and
completed the acquisition in February, 2005.Under the terms of the agreement
Holland retains a 10% non-assessable interest in the Claims.

Investment in Legacy Mining Ltd. (formerly Cardstakes.com)

On February 19, 1999, we caused PDTech.com, a Nevada corporation, to be formed
as our subsidiary.  On June 8, 1999, PDTech.com changed its name to
CardStakes.com, Inc., and on January 13, 2004, Cardstakes.com changed its name
to Legacy Mining Ltd.. At the time Legacy Mining Ltd. was incorporated, it was
contemplated that founders would be issued founders shares in Legacy Mining Ltd.
in consideration for incorporating and initially financing Legacy Mining Ltd.

Between June 15, 1999, and July 7, 1999, Legacy Mining Ltd. issued 7,126,531
shares of its common stock to us pursuant to the sub-licensing agreement between
the Company and Legacy Mining Ltd. Under the licensing agreement, Legacy Mining
Ltd. purchased the right to utilize and exploit the technology necessary to sell
greeting cards over the Internet (more particularly described in the Compte
Agreement previously filed). On August 16, 1999, we issued to each of our
shareholders entitled to receive dividends, one (1) share of Legacy Mining
Ltd.'s common stock for every eight (8) shares of our common stock.  We issued a
total of 2,199,779 shares of Legacy Mining Ltd.'s common stock to our
shareholders. The purpose for issuing these shares in Cardstakes.com to Golden
Spirit Mining Ltd. shareholders was in consideration for delays encountered in
Cardstakes.com  implementation of its business. On September 10, 1999, and in
consideration for the removal of the anti-dilution provision from Legacy Mining
Ltd.'s Articles of Incorporation (more particularly described in Item 12.5.),
CardStakes.com issued an additional 2,000,000 shares of its common stock to us.
On December 31, 2003 the Company and Legacy, undertook a series of capital
reorganization transactions, as follows:

<PAGE>6

1. By agreements dated December 31, 2003 with ten individuals, the Company
   transferred ownership of 5,900,000 of the Legacy shares to these individuals
   for nominal consideration and their agreement to fund Legacy in the future.
   Of the 5,900,000 shares transferred, 150,000 were transferred to two
   directors of the Company, 1,000,000 were transferred to a significant
   shareholder of the Company and 1,020,000 were transferred to an employee of
   the Company.  This transaction resulted in a decrease of the Company's
   ownership of Legacy from 59% to 9%.

2. On December 31, 2003 Legacy issued shares of its capital stock in order to
   settle $122,988 owing to Avalon and $106,000 of the Company's debt, and to
   acquire a mineral property interest with a fair value of $2,000.  These
   transactions resulted in a further decrease of the Company's ownership of
   Legacy from 9% to 4%.

The culmination of the above transactions has resulted in a reduction of the
Company's interest in Legacy from 59% to 4%.  As Legacy had a negative carrying
value on consolidation, and the Company disposed of the majority of its interest
for nominal consideration, the Company has recorded a dilution gain of $762,805.
At the same time, management has determined that its receivable from Legacy of
$428,718 is impaired and therefore has written off the receivable against the
dilution gain.  The net dilution gain on the reduction in interest ownership of
Legacy was $334,087.  Commencing January 1, 2004 the Company will account for
its investment in Legacy using the cost method.  As at December 31, 2004 the
carrying value of the Company's investment in Legacy is $nil.

Ownership Interests. The following chart specifies our stock ownership at
December 31, 2004:

-------------------------------------------------------------------------------
Percent Ownership          Entity	              Nature of Ownership
--------------------------------------------------------------------------------
4.11%			Legacy Mining Ltd.	  513,376 Shares of Common Stock

0.04%			Avalon Energy Corporation  10,351 Shares of Common Stock
--------------------------------------------------------------------------------

Employees. We currently have 2 full-time employees.  None of our employees are
subject to any collective bargaining agreements.

The Following are Material Subsequent Events (Occurring after December 31,
2004).

<PAGE>7

On January 12, 2005, the Company filed a Registration Statement on Form S-8 to
cover 19,000,000 shares of common stock to be issued pursuant to the Company's
2005 Stock Incentive and Option Plan (the "Plan").  A total number of 19,000,000
options were granted to consultants subsequent to December 31, 2004, of which
3,075,000 were exercised at $0.03 per share for proceeds of $92,250.

On April 4, 2005, Company signed a Memorandum of Understanding with a private
corporation to acquire a Uranium Concession in the African Continent. The
Company paid a $5,000 Cdn consultant fee to a third party to commence the
process of acquiring a Mining Agreement with Niger's Ministry of Mines with
respect to obtaining a Prospecting Permit which will be valid for thirty (30)
years.  An additional $5,000 Cdn will be paid to third party when the Permit is
granted by the Ministry of Mines. Upon the signing of this Memorandum of
Understanding, a non-refundable 30,000,000 restricted 144 shares of the Company
will be issued to the private corporation and its nominees (not issued).
When the Prospecting Permit from the Ministry of Mines is issued, the Company
will issue a further 70,000,000 restricted 144 shares of the Company to the
private corporation and its nominees. (not issued).

Item 2.  Description of Property.

Property Held by Us.  As of the dates specified in the following table, we held
the following property in the following amounts:

Property	December 31, 2004	December 31, 2003
---------------------------------------------------------
Cash	        US $2,096	           US $3,790
=========================================================

We do not presently own any interests in real estate. We do not presently own
any inventory or equipment.

Our Facilities.  We do not own any real property.  However, we do lease space
from Holm Investments Ltd., a shareholder of the Company.  We lease the space
for a total of $2,083.33 Cdn. a month. The term of the lease expires on August
1, 2006.

Item 3.  Legal Proceedings.

On May 2, 2003, the Company issued 450,000 shares valued at $9,000 to a
consultant pursuant to a stock option incentive plan. The consultant failed to
meet the terms of the stock option agreement by not paying the exercise price.
The Company requested the return of the 450,000 shares. The consultant refused
to return the shares and the Company put a stop transfer on these shares and is
currently engaged in legal proceedings to recover these shares. The consultant
subsequently filed a Statement of Claim against the Company for damages of
$53,000 Cdn. The Company considers the lawsuit to be without merit and is
currently defending this claim.  The outcome of this legal action is presently
not determinable.

<PAGE>8

Item 4.  Submission of Matters to Vote of Security Holders

A majority of the shareholders voted to effect certain changes to the Articles
of Incorporation of the Company, filed September 29, 2004, with the State of
Delaware:

1. Effective at the opening of business October 18, 2004, the Company changed
   its name to "Golden Spirit Mining Ltd." The new trading symbol is "GSML" and
   the new CUSIP number is 38119R 10 8.

2. Effective at the opening of business October 18, 2004, the Company increased
   its authorized capital from 100,000,000 shares of common stock to 500,000,000
   shares of common stock.

3. During the period the Company declared a 10% stock dividend to all of the
   shareholders of record effective September 30, 2004, representing 80,245,956
   shares of the Company's common stock.  The Company has recorded the fair
   value of this stock dividend, being $641,968, as a stock dividend payable as
   at September 30, 2004.  On October 18, 2004, the Company issued 8,024,596
   shares in payment of this stock dividend.


                                    PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.

As at December 31, 2004 there were approximately 2,000 holders of the
outstanding shares of the Golden Spirit Mining Ltd.'s $0.0001 par value common
stock.  Golden Spirit Mining Ltd. participates in the OTC Bulletin Board
Electronic Quotation System maintained by the National Association of Securities
Dealers, Inc. On or about April 18, 2000, we were removed from the Over-the-
Counter Bulletin Board ("OTCBB") for failure to comply with NASD Rule 6530,
which requires any company listed on the OTCBB to be current in its public
reporting obligations pursuant to the Securities and Exchange Act of 1934. The
Company was re-instated on the OTCBB on October 7, 2002 under the symbol "TWOU".
Commensurate with the name change and forward stock split, the Company also took
the necessary steps to change its symbol and CUSIP Number. Therefore, the
Registrant's CUSIP Number has changed from 9021014 20 7 to 3811194 10 9.
Effective on the open of business on October 8, 2003, being 6:30 A.M. EST, the
Registrant's symbol will change from TOUO to "GSPM". Effective on the open of
business on October 19, 2004, being 6:30 A.M. EST, the Registrant's symbol will
change from GSPM to "GSML".

<PAGE>9

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public
may also obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is http://www.sec.gov.

Common Stock. The Company is authorized to issue 100,000,000 shares of common
stock, $.0001 par value, each share of common stock having equal rights and
preferences, including voting privileges.  The shares of $.0001 par value common
stock of the Company constitute equity interests in the Company entitling each
shareholder to a pro rata share of cash distributions made to shareholders,
including dividend payments.  The holders of the Company's common stock are
entitled to one vote for each share of record on all matters to be voted on by
shareholders.  There is no cumulative voting with respect to the election of
directors of the Company or any other matter, with the result that the holders
of more than 50% of the shares voted for the election of those directors can
elect all of the Directors.  The holders of the Company's common stock are
entitled to receive dividends when, as and if declared by the Company's Board of
Directors from funds legally available therefore; provided, however, that the
cash dividends are at the sole discretion of the Company's Board of Directors.
In the event of liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities of the Company
and after provision has been made for each class of stock, if any, having
preference in relation to the Company's common stock.  Holders of the shares of
Company's common stock have no conversion, preemptive or other subscription
rights, and there are no redemption provisions applicable to the Company's
common stock.  All of the outstanding shares of the Company's common stock are
duly authorized, validly issued, fully paid and non-assessable.

As of December 31, 2004, 92,450,192 shares of Golden Spirit Mining Ltd. common
stock were issued and outstanding.

<PAGE>10

Legacy Mining Ltd. (formerly CardStakes.com) Stock Transfer.  On August 16,
1999, we issued to each of our shareholders entitled to receive dividends, one
(1) share of Cardstakes.com's common stock for every eight (8) shares of our
common stock held by the shareholder.  We issued a total of 2,199,779 shares of
Cardstakes.com's common stock to our shareholders. See Part I - Our Subsidiary.

Sale of Securities during 2004.

On January 13, 2004, the Company filed a Registration Statement on Form S-8 to
cover 11,150,000 shares of common stock to be issued, 3,000,000 shares pursuant
to the Company's 2004 Stock Incentive and Option Plan (the "Plan") and 8,150,000
shares of common stock for debt.

On January 14, 2004 the Company issued a total of 8,150,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totaling $163,000. Of the 8,150,000 common shares issued, 2,500,000 were
issued to two directors and 1,000,000 were issued to one employee for
professional fees. The fair value of the shares issued exceeded the outstanding
debts by an amount of $163,000, which has been recorded as a loss on settlement
of debt.

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder, with a two year term, whereby
this company will provide investment-banking services to the Company (valued at
$50,000) in exchange for the issuance of 1,000,000 restricted shares of the
Company's common stock.

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder with a two year term, whereby
this company will provide investor relations services to the Company (valued at
$40,000) in exchange for the issuance of 800,000 restricted shares of the
Company's common stock.

On January 10, 2004 the Company entered into agreements with two individual
consultants with one year terms, whereby these individuals will provide
consulting services with respect to the Company's mineral property (valued at
$10,000) in exchange for the issuance of 200,000 restricted shares of the
Company's common stock.

<PAGE>11

On June 3, 2004, as amended June 16, 2004, the Company filed a Registration
Statement on Form S-8 to cover 11,200,000 shares of common stock to be issued,
5,000,000 shares pursuant to the Company's 2004 Stock Incentive and Option Plan
(the "Plan") and 6,200,000 shares of common stock for debt as disclosed above.

On June 17, 2004 the Company issued a total of 6,200,000 common shares to
consultants in settlement of outstanding consulting fees totalling $62,000.

On October 1, 2004, the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $10,000) in exchange for 100,000 restricted shares of the
Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,000) in exchange for 30,000 restricted
shares of the Company's common stock.

On October 1, 2004, the Company entered into an agreement with a private company
controlled by a shareholder, for a three year term, whereby the private company
will provide investor relations services to the Company (valued at $175,000) in
exchange for 1,750,000 restricted shares of the Company's common stock.

Effective September 30, 2004, the Company declared a 10% stock dividend to all
of the shareholders of record representing 80,245,956 shares of the Company's
common stock.  The stock dividend of 8,024,596 shares was issued on October 17,
2004 and recorded at a fair value of $641,968.

On October 10, 2004, the Company issued 100,000 shares valued at $6,000 pursuant
to an agreement to acquire 90% ownership of the Second Chance claims located in
the Ester Creek area of Alaska.

On November 29, 2004, the Company issued 1,000,000 common shares 144-Registered
valued at $70,000 as a non-refundable deposit to Avalon pursuant to an agreement
to acquire a 40% working interest in certain gas leases in the Uinta Basin,
Utah.

<PAGE>12

On December 15, 2004, the Company issued an additional 1,000,000 common shares
144-Registered valued at $60,000 to Avalon as consideration for an extension to
meet the terms of the agreement to acquire the 40% interest.

On December 1, 2004, the Company issued 200,000 common shares valued at $14,000
in settlement of directors' salaries.

During the year ended December 31, 2003

On January 10, 2003, the Company entered into agreements with various private
companies controlled by significant shareholders, with two and one-half year
terms, whereby these companies will provide investment-banking and other
services to the Company (valued at $125,000) in exchange for the issuance of
3,750,000 restricted shares of the Company's common stock.  (See Note 5)

On January 10, 2003, the Company entered into an agreement with a private
company controlled by a significant shareholder and a private company controlled
by an employee, with two year terms, whereby these companies will provide
investment banking and investor relations services to the Company (valued at
$70,000) in exchange for the issuance of 2,100,000 shares of the Company's
common stock. (See Note 5)

On January 10, 2003, the Company issued 300,000 restricted shares of the
Company's common stock to two directors for services valued at $10,000.

On January 14, 2003, the Company reached an agreement to acquire the "Miss
Beverly Hills" entity from Atlantis Cay Ltd. in consideration for the issuance
of 30,000,000 restricted shares of the Company's common stock to Atlantis Cay
Ltd. and its agents.  The Company was not provided with the necessary data and
information about the "Miss Beverly Hills" entity in a timely manner, as
required by the agreement, nor was it satisfied with the proposed terms of
transfer of all rights of ownership. On February 4, 2003, at a Special Meeting
of the Board, it was decided not to proceed with this acquisition.  Accordingly,
the 30,000,000 restricted shares were reacquired for no consideration, returned
to treasury and cancelled.

On January 21, 2003, the Company issued 15,000,000 shares of common stock at a
price of $0.013 per share representing a 33.33% discount to the estimated fair
value of $.02 per share in settlement of outstanding and ongoing consulting fees
and services totalling $200,000.  Of the 15,000,000 shares issued, 7,500,000
were issued to parties related to the "Miss Beverly Hills" acquisition,
2,490,000 were issued to two significant shareholders for consulting services
and 960,000 were issued to two employees for consulting services.  The Company
registered these shares for trading by way of an S-8 Registration Statement
filed on January 21, 2003.  In February, 2003, pursuant to the termination of
the agreement with Atlantis Cay Ltd., 7,500,000 shares issued were reacquired
for no consideration, returned to treasury and cancelled.  The fair value of the
7,500,000 shares that remained issued in settlement of services totalling
$100,000, exceeded the outstanding debts by an amount of $50,000.  This amount
is recorded as a loss on settlement of debt in 2003.

On October 14, 2003, the Company issued 6,091,667 common shares in settlement of
$182,750 of consulting and professional fees. The Company registered these
shares for trading by way of an S-8 Registration Statement filed on October 14,
2003.

On October 22, 2003, the Company issued 450,000 restricted common shares as
partial consideration for the acquisition of the Ester Creek Mineral Claims.

Item 6.  Management's Discussion and Analysis of Financial Condition or Plan of
Operation.

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "WILL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS.  THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

<PAGE>13

Liquidity and Capital Resources.   At December 31, 2004, we had cash resources
of $2,096, total current assets of $14,385 and total current liabilities of US
$84,048.  At December 31, 2004, total current liabilities exceeded total current
assets by US $69,663. The cash and equivalents constitute our present internal
sources of liquidity.  We do not believe that our available cash is sufficient
to pay our day-to-day expenditures, therefore, we rely on management to provide
the necessary funds to pay these day-to-day expenditures. We have one other
external source of liquidity, that being the sale of our common stock.

Results of Operations. We have not yet realized any significant revenue from
operations, nor do we expect to in the foreseeable future. Loss from operations
increased from $1,000 for the year ended December 31, 1997, to $10,797 for the
year ended December 31, 1998, to $4,201,051 for the year ended December 31,
1999, to $1,350,249 for the year ended December 31, 2000, to $1,495,844 for the
year ended December 31, 2001, to $1,025,820 for the year ended December 31, 2002
$1,279,867 for the year ended December 31, 2003 and 1,883,337 for the year ended
December 31, 2004. Our net loss increased slightly from 2003 to 2004 primarily
because of an increase in exploration costs and payments to consultants. The
Company engaged a number of consultants throughout the year to research numerous
venture proposals. Our losses from September 13, 1993 (inception), to December
31, 2004, were $11,247,965. Such losses were due primarily to the write-off of
URL acquisition costs a well as the write-down of URL's, the write-down of the
technology license, the equity loss from Avalon Energy Corporation, website
expenses, payment of consulting fees, management fees, and payment of fees for
investor relations.

To address the going concern problem discussed in our financial statements, we
will require additional working capital.  We will also require additional funds
to implement our business strategies, including funds for:

o	payment of increased operating expenses, and
o	further implementation of  business strategies.

No assurance can be given, however, that we will have access to the capital
markets in the future, or that financing will be available on acceptable terms
to satisfy our cash requirements needed to implement our business strategies.
Our inability to access the capital markets or obtain acceptable financing could
have a material adverse effect on our results of operations and financial
condition and could severely threaten our ability to operate as a going concern.

Our forecast of the period of time through which our financial resources will be
adequate to support our operations is a forward-looking statement that involves
risks and uncertainties, and actual results could vary as a result of a number
of factors.

<PAGE>14

Our Plan of Operation for the Next 12 Months.  We anticipate that we will need
to raise additional capital within the next 12 months in order to continue as a
going concern.  Such additional capital may be raised through additional public
or private financings, as well as borrowings and other resources.  To the extent
that additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution of our
stockholders.  There can be no assurance that additional funding will be
available on favorable terms, if at all.  If adequate funds are not available
within the next 12 months, we may be required to curtail our operations
significantly or to obtain funds through entering into arrangements with
collaborative partners or others that may require us to relinquish rights to
certain of our assets that we would not otherwise relinquish.

We do anticipate certain expenditures within the next 12 months for our mineral
property in Ester Creek, Alaska (See Part I above).  We do not anticipate any
significant research and development within the next 12 months, nor do we
anticipate that we will lease or purchase any significant equipment within the
next 12 months. We do not anticipate a significant change in the number of our
employees within the next 12 months. We are not aware of any material commitment
or condition that may affect our liquidity within the next 12 months.

Audit Committee As of the date of this Annual Report, we have not appointed
members to an audit committee and, therefore, the respective role of an audit
committee has been conducted by our Board of Directors.  When established, the
audit committee's primary function will be to provide advice with respect to our
financial matters and to assist the Board of Directors in fulfilling oversight
responsibilities regarding finance, accounting, tax and legal compliance. The
audit committee's primary duties and responsibilities will be to: (i) serve as
an independent and objective party to monitor our financial reporting process
and internal control system; (ii) review and appraise the audit efforts of our
independent accountants; (iii) evaluate our quarterly financial performance as
well as compliance with laws and regulations; (iv) oversee management's
establishment and enforcement of financial policies and business practices; and
(v) provide and open avenue of communication among the independent accountants,
management and the board of directors.

Our Board of Directors has considered whether the regulatory provision of non-
audit service is compatible with maintaining the principal independent
accountant's independence.

Audit Fees As of the date of this Annual Report, Golden Spirit Mining Ltd. has
incurred $21,000 as fees billed by its principal independent accountants for
professional services rendered in connection with Golden Spirit Mining Ltd.
audited financial statements for the fiscal year ended December 31, 2004 and for
fees billed by its principal for review of the Company's quarterly financial
statements for 2004 file on Form 10-QSB.The Company did not incur any fees to
its principal independent accountants for any other accounting ,tax or non-audit
services for the fiscal year ended 2004.

<PAGE>15

Item 7.  Financial Statements


                           GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)

                       CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 AND 2003



                                                       PAGE

AUDITORS' REPORT........................................F-1

CONSOLIDATED BALANCE SHEETS.............................F-2

CONSOLIDATED STATEMENTS OF OPERATIONS...................F-3

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY..........F-4 - F-7

CONSOLIDATED STATEMENTS OF CASH FLOWS...................F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..............F-13 - F-32
-------------------------------------------------------------------

                          INDEPENDENT AUDITORS' REPORT


To the Stockholders and Board of Directors of Golden Spirit Mining Ltd.
(formerly Golden Spirit Minerals Ltd.)

We have audited the consolidated balance sheets of Golden Spirit Mining Ltd.
(formerly Golden Spirit Minerals Ltd.) (an exploration stage company) as at
December 31, 2004 and 2003 and the consolidated statements of operations,
stockholders' equity and cash flows for the years then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing standards
of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2004
and 2003 and the results of its operations and its cash flows and the changes in
stockholders' equity for the years then ended in accordance with United States
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 1 to
the financial statements, to date the Company has not generated significant
revenues since inception, has incurred substantial losses in developing its
business, and further losses are anticipated.  The Company requires additional
funds to meet its obligations and the costs of its operations.  These factors
raise substantial doubt about the Company's ability to continue as a going
concern.  Management's plans in this regard are described in Note 1.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


"Dale Matheson Carr-Hilton LaBonte"

CHARTERED ACCOUNTANTS


Vancouver, B.C.
April 4, 2005


                      Suite 1700-1140 West Pender Street,
                                 Vancouver B.C
                               Canada,   Y6E 4GI

-----------------------------------------------------------------------------

<PAGE>F-1

                           GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)

                          CONSOLIDATED BALANCE SHEETS

<table>
<caption>

                                                        <c>                  <c>
                                                     December 31, 2004       December 31, 2003
                                                     ------------------      -----------------
ASSETS
CURRENT ASSETS
      Cash                                              $    2,096           $    3,790
      Accounts receivable                                    1,168                   15
      Available for sale securities (Note 3)                   545                9,976
      Due from Legacy Mining Ltd. (Note 8)                  10,576                    -
                                                            ------               ------
                                                            14,385               13,781

FURNITURE AND EQUIPMENT, net of depreciation                 1,067                1,524
OTHER INTANGIBLE ASSETS                                          -                    1
                                                          ---------            ---------
                                                        $   15,452           $   15,306
                                                          =========            =========

LIABILITIES
CURRENT
      Accounts payable and accrued liabilities          $   15,467           $   97,415
      Due to Avalon Energy Corporation(Note 8)              45,813               42,286
      Due to related parties (Note 8)                       22,768               24,768
                                                          ---------            ---------
                                                            84,048              164,469
                                                          =========            =========
GOING CONCERN (Note 1)

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CAPITAL STOCK
      Common stock, $.0001 par value, 500,000,000
       shares authorized  (Note 6)
       issued and outstanding:                              10,176                6,150
       92,450,192 post reverse-split
       (2003 - 52,195,956) common shares
      Additional paid-in capital                        12,305,082            9,618,040
      Deferred Compensation (Note 5)		          (272,715)            (188,632)
      Deficit accumulated during the exploration stage (12,109,911)          (9,584,606)
      Accumulated other comprehensive income(loss)          (1,227)                (115)
                                                       ------------          -----------
                                                           (68,596)            (149,163)
						       ------------          -----------
                                                        $   15,452           $   15,306
                                                       ============          ===========

The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-2

<table>
<caption>

                                         <c>                      <c>                      <c>


                           GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                          September 13, 1993
                                                    Year ended          Year ended           (inception) to
                                                  December 31, 2004   December 31, 2003     December 31, 2004
                                                  -----------------   -----------------     -----------------
REVENUES

 Processing Fees                                   $        -           $        -          $      98,425
 Sale of Oil & Gas Interest                                 -                    -                 47,501
 Interest Income                                            -                    -                  2,927
                                                    ------------         ----------          -------------
                                                            -                    -                148,853
                                                    ------------         ----------          -------------
GENERAL AND ADMINISTRATIVE EXPENSES
 Advertising and marketing                                  -                    -                 55,305
 Consulting fees                                      842,982              811,684              2,576,326
 Consulting fees-stock based compensation (Note 6)    552,100              364,300              1,170,069
 Loss on settlement of debt (Note 6)                  163,000               50,000                302,500
 Depreciation                                             457                4,263                 31,045
 Exploration costs                                    192,545               38,200                230,745
 Investor relations                                    88,167               41,667                479,099
 Management fees                                        9,000               24,000                355,654
 Office and general                                    31,383               43,381                332,811
 Professional fees                                     61,064               86,252                424,532
 Travel and accommodation                              11,970                9,034                165,235
 Wages and salaries                                    17,378              108,409                235,883
 Website development costs                                  -                    -                345,682
 Write-down(recovery) of URL costs                    (87,535)                   -              1,571,657
 Write-down of technology license                           -                    -              2,055,938
 Write-off of other assets                                  -                    -                145,186
                                                    -----------          -----------           -----------
                                                    1,882,511            1,581,190             10,478,124
                                                    -----------          -----------           -----------
LOSS BEFORE THE FOLLOWING:                         (1,882,471)          (1,581,190)           (10,328,271)

EQUITY LOSS FROM AVALON(Note 3)                             -                    -             (1,394,280)
WRITE DOWN OF INVESTMENT IN AVALON(Note 3)                  -                    -               (313,301)
GAIN (LOSS) ON SALE OF SECURITIES (Note 3)               (866)             (32,764)               (26,178)
DILUTION GAIN-LEGACY(Note7)                                 -              334,087                334.087
MINORITY INTEREST IN CARDSTAKES' LOSS                       -                    -                479,978
                                                   ------------         ------------          ------------
NET LOSS FOR THE YEAR                            $ (1,883,337)         $(1,279,867)          $(11,247,965)
                                                   ============         =============         ============

BASIC NET LOSS PER SHARE                         $      (0.03)         $     (0.03)
                                                   ============         =============
WEIGHTED AVERAGE COMMON SHARES
        OUTSTANDING (Note 6)                       72,094,311           37,706,344
                                                   ============         =============


The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-3


                           GOLDEN SPIRIT MINING LTD.
                     (Formerl Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2004

<table>
<caption>

                              <c>             <c>             <c>                   <c>                    <c>           <c>
                                                                                        Deficit
                                                                                       accumulated      Accumulated
                                                         Additional                    during the       other
                                 Number                  Paid In      Deferred         development      comprehensive
                                 of shares   Amount      Capital      Compensation     stage            income (loss)      Total
                                ----------    -------    ----------    -------------   --------------   ------------    -----------
Balance, September 30, 1993       10,000       $   100   $     900     $       -         $   (1,000)     $        -     $        -

Net loss for the years ended
December 31, 1993 through 1997         -            -            -             -                  -               -              -

July 30, 1998 - changed from
$.01 par value to $.0001 par value     -          (99)          99             -                  -               -              -

July 30, 1998 - forward stock
split 200:1                    1,990,000          199         (199)            -                  -               -              -

October 21, 1998 - forward
stock split 3:1                4,000,000          400         (400)            -                  -               -              -

Net loss for the year
ended December 31, 1998                -            -            -             -            (10,797)              -        (10,797)
                              -----------------------------------------------------------------------------------------------------
Balance, December 31, 1998     6,000,000          600          400             -            (11,797)              -        (10,797)
                              -----------------------------------------------------------------------------------------------------
January 6, 1999 - common
stock issued for Rising
Phoenix finders' fee at
$0.30 per share                  800,000           80      239,920             -                  -               -        240,000

January 6, 1999 - common
stock issued for cash and
management remuneration
at $0.30 per share               600,000           60      179,940             -                   -              -        180,000

January 28, 1999 - commons
stock issued for services
at $0.36 per share               600,000           60      215,940             -                   -              -        216,000

February 26, 1999 - common
stock issued for services
at $0.36 per share
                                 500,000           50      179,950             -                   -              -        180,000
April 14, 1999 - common
stock issued for cash
(net of finance fee
 of $99,500) at $0.08
 to $0.25 per share            7,127,500          713      899,787            -                    -              -        900,500
Less:  fair value of
 warrants issued on financing          -            -     (764,095)           -                    -              -       (764,095)

April 14, 1999 - warrants
issued on financing                    -            -      764,095            -                    -              -        764,095

April 23, 1999 - stock
-based compensation                    -            -      210,706            -                    -              -        210,706

April 28, 1999 - common
stock issued for
technology license
finder's fee at $0.30
per share                        400,000           40      119,960            -                    -              -        120,000

June 15, 1999 - common
stock issued for
technology license at
$0.30 per share                3,000,000          300      899,700            -                    -              -        900,000

June 15, 1999 - common
stock issued for
services at
$0.25 per share                   20,000            2        4,998            -                    -               -         5,000

June 30, 1999 - common
stock issued for services
at $0.26 per share               250,000           25       64,975            -                    -               -        65,000

July 15, 1999 - warrants
issued for URL purchase                -            -      328,858            -                    -               -       328,858

July 20, 1999 - common
stock issued for cash
on exercise of
warrants at $0.30 per share      800,000           80      239,920            -                    -               -       240,000


 The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-4

                           GOLDEN SPIRIT MNINING LTD.
                     (Formerly Golden Spirit Minerals LTD.)
                         (A Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2004
                                  (CONTINUED)
<table>
<caption>

                               <c>                <c>            <c>              <c>                 <c>              <c>
                                                                                      Deficit
                                                                                      accumulated      Accumulated
                                                         Additional                   during the       other
                                  Number                  Paid In      Deferred       development      comprehensive
                                  of shares   Amount      Capital      Compensation   stage            income (loss)     Total
                                ----------    -------    ----------    -----------    --------------   ------------    -----------
September 1, 1999 - warrants
issued  for URL purchase               -      $     -    $ 220,146     $       -      $        -       $     -        $ 220,146

September 1, 1999 - common stock
issued for cash on exercise
of warrants at $0.30 per share   100,000           10       29,990             -               -             -           30,000

October 14, 1999 - common stock
issued for cash on exercise of
warrants at $0.25 per share       40,000            4        9,996             -               -             -           10,000

October 22, 1999 - stock-based
compensation                           -            -       42,963             -               -             -           42,963

November 3, 1999 - common
stock issued for cash
on exercise of warrants
at $0.25 per share               100,000           10       24,990             -               -             -           25,000

November 9, 1999 - common
stock issued for technology
license at $0.30 per share      3,000,000         300      899,700             -               -             -          900,000

November 15, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                  200,000           20       49,980             -               -             -           50,000

November 19, 1999 - common
stock issued for
acquisition of
URL's at $0.30 per share         650,000           65      194,935             -               -             -          195,000

November 24, 1999 - common
stock issued for acquisition
ofURL's at $0.30 per share       800,000           80      239,920             -               -             -          240,000

November 25, 1999 - common
stock issued for acquisition
of URL's at $0.30 per share      500,000           50      149,950             -               -             -          150,000

November 25, 1999 - common
stock issued for acquisition
of URL's at $0.30 per share      250,000           25       74,975             -                -            -           75,000

November 29, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                   40,000            4        9,996             -                -            -           10,000

December 6, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                   50,000            5       12,495             -                -            -           12,500

December 9, 1999 - common
stock issued for cash on
exercise of warrants at
$0.25 per share                   50,000            5       12,495             -                -            -            12,500

Dividends paid                         -            -            -             -         (219,978)           -          (219,978)

Net loss for the year ended
    December 31, 1999                  -            -            -             -       (4,201,051)           -        (4,201,051)
----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1999    25,877,500      $ 2,588   $ 5,557,585      $     -      $(4,432,826)     $     -       $ 1,127,347
----------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-5

                           GOLDEN SPIRIT MNINING LTD.
                     (Formerly Golden Spirit Minerals LTD.)
                         (A Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2004
                                  (CONTINUED)
<table>
<caption>

                             <c>                 <c>             <c>              <c>                <c>               <c>
                                                                                      Deficit
                                                                                      accumulated     Accumulated
                                                         Additional                   during the       other
                                  Number                  Paid In      Deferred       development      comprehensive
                                  of shares   Amount      Capital      Compensation   stage            income (loss)     Total
                                ----------    -------    ----------    -----------    --------------   ------------    -----------

January 24, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000     $    5     $  12,495       $      -     $        -       $         -      $  12,500

January 26, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     80,000          8        19,992              -               -                -         20,000

January 31, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000          5        12,495              -               -                -         12,500

February 8, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000          5        12,495              -               -                -         12,500

February 9, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000          5        12,495              -               -                -         12,500

February 11, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    150,000         15        37,485              -               -                -         37,500

February 18, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    150,000         15        37,485              -               -                -         37,500

February 24, 2000 - common stock
issued for services at $0.85
per share                         700,000         70       594,930       (594,930)              -                -              -

February 24, 2000 - common stock
issued for interest in oil
and gas property                3,800,000        380     1,519,620              -               -                -      1,520,000

February 24, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000          5        12,495              -               -                -         12,500

February 28, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    100,000         10        24,990              -               -                -         25,000

March 2, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share          -          5        12,495              -               -                -         12,500

March 8, 2000 - common stock
of warrants at $0.25 per share
issued for cash on exercise        50,000          5        12,495              -               -                -          12,500

March 17, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share     50,000          5        12,495              -               -                -          12,500

March 24, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share    100,000         10        24,990              -               -                -          25,000



The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-6


                           GOLDEN SPIRIT MNINING LTD.
                     (Formerly Golden Spirit Minerals LTD.)
                         (A Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2004
                                  (CONTINUED)

<table>
<caption>

                                   <c>              <c>            <c>                <c>               <c>           <c>
                                                                                      Deficit
                                                                                      accumulated     Accumulated
                                                         Additional                   during the       other
                                  Number                  Paid In      Deferred       development      comprehensive
                                  of shares   Amount      Capital      Compensation   stage            income (loss)     Total
                                  ----------  -------    ----------    -----------    --------------   ------------    -----------

April 12, 2000 - common stock
issuedfor cash on exercise of
warrantsat $0.25 per share      $    50,000   $     5    $  12,495     $        -      $         -      $        -  $     12,500

April 28, 2000 - common stock
issued for cash on exercise
of warrants at $0.25 per share       50,000         5       12,495              -                -               -        12,500

August 10 2000 - common stock
issued for services at
$0.30 per share                      50,000         5       14,995              -                -               -        15,000

October 5, 2000 - common stock
issued for cash on exercise of
warrants at $0.25 per share          40,000         4        9,996              -                -               -        10,000

Deferred compensation expense
 recorded in the year                     -         -            -        190,894                -               -       190,894

Net loss for the year ended
  December 31, 2000                       -         -            -              -       (1,350,249)              -    (1,350,249)
---------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2000       31,597,500     3,160    7,979,513       (404,106)      (5,783,075)              -     2,199,598
---------------------------------------------------------------------------------------------------------------------------------
Deferred compensation expense
 recorded in the year                     -         -            -        208,246                -               -       208,246

Net loss for the year ended
  December 31, 2001                       -         -             -             -       (1,495,844)              -    (1,495,844)
---------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2001       31,597,500   $ 3,160  $ 7,979,513     $ (195,860)    $ (7,278,919)     $        -  $    507,894
---------------------------------------------------------------------------------------------------------------------------------
November 6, 2002 - common
stock issued for services
at $0.02 per share                8,950,000       895      178,105            -                  -               -       179,000

Unrealized gain on available
for sale securities                       -         -            -            -                  -           6,832         6,832

Deferred Compensation expense
 recorded in the year                     -         -            -        71,896                 -               -        71,896

Net loss for the year ended
  December 31, 2002                       -         -            -             -        (1,025,820)              -    (1,025,820)
---------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002       40,547,500   $ 4,055  $ 8,157,618    $ (123,964)     $ (8,304,739)      $   6,832  $   (260,198)

Share consolidation, 1:10 on
January 8, 2003                 (36,492,750)        -            -             -                 -             -               -
---------------------------------------------------------------------------------------------------------------------------------
Balance forward, January
8, 2003 after 1:10 split          4,054,750     4,055    8,157,618             -        (8,304,739)           6,832     (136,234)
---------------------------------------------------------------------------------------------------------------------------------
January 10, 2003- common stock
issued for deferred compensation
at $0.10	                  1,950,000 	  195 	   194,805 	(195,000)	         -                - 	       -

January 10,2003-common stock
issued for services at $0.10        100,000	   10	     9,990	       -                 -		  -	  10,000

January 14,2003-common stock
issued to acquire
"Miss Beverly Hills"             10,000,000     1,000      199,000             -                 -                -      200,000

January 21, 2003-commons
stock issued for services
at $0.06                          5,000,000       500      299,500             -                 -                -      300,000

February 04, 2003-return and
cancellation of common stock    (10,000,000)   (1,000)    (199,000)            -                 -                -     (200,000)

February 04, 2003-return and
cancellation of common stock     (2,500,000)     (250)    (149,750)            -                 -                -     (150,000)

February 12, 2003-common stock
issued for exercise of stock
options at $0.06                   100,000         10        5,990             -                 -                -        6,000

February 19, 2003-common stock
issued for exercise of stock
options at $0.06                   100,000         10        5,990             -                 -                -        6,000

April 14, 2003-common stock
issued for exercise of stock
options at $0.06                   200,000         20       11,980             -                 -                -       12,000

May 2, 2003-common stock
issued for exercise of stock
options at $0.06                   980,000         98       58,702             -                 -                -       58,800

May 6, 2003-common stock
issued for exercise of stock
options at $0.06                   250,000         25       14,975             -                 -                -       15,000

<PAGE>F-7

May 16, 2003-common stock
issued for exercise of stock
options at $0.06                   200,000         20       14,980             -                 -                -       12,000

May 27, 2003-cancellation
 of stock option                  (250,000)       (25)     (14,975)            -                 -                -      (15,000)

May 30, 2003-common stock
issued for exercise of stock
options at $0.06                   400,000         40       23,960             -                 -                -       24,000

June 11, 2003-common stock
issued for exercise of stock
options at $0.07                   875,000         87       61,163             -                 -                -       61,250

June 23, 2003-common stock
issued for exercise of stock
options at $0.07                   100,000         10        6,990             -                 -                -        7,000

June 26, 2003-common stock
issued for exercise of stock
options at $0.07                   100,000         10        6,990             -                 -                -        7,000

July 16,2003-common stock
issued for exercise of stock
options at $0.07                   225,000         22       15,728             -                 -                -       15,750

July 17,2003-common stock
issued for exercise of stock
options at $0.07                   150,000         15       10,485             -                 -                -       10,500

July 28,2003-common stock
issued for exercise of stock
options at $0.07                    75,000          8        5,242             -                 -                -        5,250

August 1, 2003-common stock
issued for exercise of stock
options at $0.07                   300,000         30       20,970             -                 -                -       21,000

August 8, 2003-common stock
issued for exercise of stock
options at $0.07                   100,000         10        6,990             -                 -                -        7,000

August 11, 2003-common stock
issued for exercise of stock
options at $0.07                   275,000         27       19,223             -                 -                -       19,250

August 14, 2003-common stock
issued for exercise of stock
options at $0.07                    50,000          5        3,495             -                 -                -        3,500

August 14, 2003-common stock
issued for exercise of stock
options at $0.08                   550,000         55       43,945             -                 -                -       44,000

August 29, 2003-common stock
issued for exercise of stock
options at $0.08                   150,000         15       11,985             -                 -                -       12,000

<PAGE>F-8

August 29, 2003-common stock
issued for exercise of stock
options at $0.07                    50,000          5        3,495             -                 -                -        3,500
---------------------------------------------------------------------------------------------------------------------------------
Balance, October 7, 2003        13,584,750    $ 5,007    $8,847,466   $ (318,964)      $(8,304,739)	    $ 6,832     $235,602

Share split forward, 3:1
October 8,2003                  27,169,539         -              -             -                -                -            -
---------------------------------------------------------------------------------------------------------------------------------
Balance forward,
October 8, 2003
after 3:1 forward split         40,754,289      5,007    $8,847,466   $ (328,864)     $(8,304,739)         $ 6,832      235,602

October 13, 2003-common stock
issued for services at $0.03     6,091,667        609       182,141             -               -                -       182,750

October 13, 2003-common stock
issued for exercise of stock
options at $0.04                1,200,000         120        47,880             -               -                -        48,000

October 13, 2003-common stock
issued for exercise of stock
options at $0.04                  830,000          83        33,117             -               -                -        33,200

October 22, 2003-common stock
issued for interest in mining
property at $0.06                 450,000          45        26,955             -               -                -        27,000

October 24, 2003-common stock
issued for exercise of stock
options at $0.04                  556,275          55        22,196             -               -                -        22,251

November 26, 2003-common stock
issued for exercise of stock
options at $0.04                1,000,000         100        39,900             -               -                -        40,000

December 2, 2003-common stock
issued for exercise of stock
options at $0.04                1,413,725         141        56,408             -               -                -        56,549

December 16,2003 cancellation
of stock option                  (100,000)        (10)       (2,323)            -               -                -        (2,333)

Stock Based Compensation                -           -       364,300             -               -                -       364,300

Other comprehensive income(loss)        -           -             -             -               -           (6,947)       (6,947)

Deferred Compensation expense
 recorded in year                       -           -             -       140,332               -                -       140,332

Net loss for the year ended
December 31,2003                        -           -             -             -      (1,279,867)               -     (1,279,867)
----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003,
 carried forward               52,195,596     $ 6,150    $9,618,040     $(188,632)    $(9,584,606)	    $ (115)   $  (149,163)
----------------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these consolidated financial statements.

</table>
<PAGE>F-9


                           GOLDEN SPIRIT MNINING LTD.
                     (Formerly Golden Spirit Minerals LTD.)
                         (A Exploration Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
    FOR THE PERIOD FROM SEPTEMBER 13, 1993 (INCEPTION) TO DECEMBER 31, 2004
                                  (CONTINUED)

<table>
<caption>

                                   <c>              <c>            <c>                <c>               <c>           <c>
                                                                                     Deficit
                                                                                     accumulated      Accumulated
                                                         Additional                  during the       other
                                 Number                  Paid In      Deferred       development      comprehensive
                                 of shares   Amount      Capital      Compensation   stage            income (loss)      Total
                                 ----------  -------    ----------    -----------   --------------   -------------     ---------
Balance, December 31, 2003	 52,195,956  $6,150   $ 9,618,040      (188,632)   $ (9,584,606)      $       (115)  $ (149,163)
---------------------------------------------------------------------------------------------------------------------------------
January 10, 2004- common stock
issued for deferred compensation
at $0.05                          2,000,000	200	   99,800      (100,000)	      -                  -            -


January 14, 2004- common stock
issued for debt at $0.04          8,150,000	815	  325,185	      - 	      - 	         - 	326,000

March 26, 2004- common stock
issued for services at $0.02	    400,000	 40	    7,960	      - 	      - 	         - 	  8,000

May 21, 2004- common stock
issued for exercise of stock
options at $0.01                  2,600,000	260	   25,740             -		      -		         -       26,000

June 8, 2004- common stock
issued for exercise of stock
options at $0.01                  1,500,000	150	   14,850	      -		      -	                 -       15,000

June 9, 2004- common stock
issued for exercise of stock
options at $0.01                  1,000,000	100	   9,900	      -               -                  -       10,000

June 17, 2004-  common stock
issued for debt at $0.01          6,200,000	620	  61,380	      -               -                  - 	 62,000

June 29, 2004- common stock
issued for exercise of stock
options at $0.01                    900,000	 90	   8,910	      -               -                  -        9,000

July 6, 2004- return and
cancellation of common stock     (1,300,000)   (130)	(12,870)              -               -   		 -	(13,000)

July 6, 2004- common stock
issued for exercise of stock
options at $0.01                  1,600,000	160	 15,840		      -               -		         -       16,000

September 27, 2004- common stock
issued for exercise of stock
options at $0.12                  3,000,000	300	359,700	              -	              -		         -      360,000

September 28, 2004- common stock
issued for exercise of stock
options at $0.12                  2,000,000	200	239,800	              -               - 		 -	240,000

October 1, 2004- common stock
issued for services at $0.10        130,000	 13	 12,987	        (13,000)              -                  -            -

October 1, 2004- common stock
issued for services at $0.10	  1,750,000	175	174,825	       (175,000)	      -                  -            -

October 18, 2004- common stock
issued for stock dividend
(Note 6)                          8,024,596	803	641,165		      -	       (641,968)                 -            -

<PAGE>F-10

October 25, 2004- common stock
issued for property at $0.06	    100,000	10	  5,990	              -	              -                  -        6,000

November 29, 2004- common stock
issued for property rights
at $0.07                          1,000,000	100	 69,900		      -		      -                  -       70,000

December 1, 2004- common stock
issued for services at $0.07	    100,000	10	  6,990	              -               -                  -        7,000

December 1, 2004- common stock
issued for services at $0.07        100,000	10	  6,990		      -		      -                  -        7,000

December 15, 2004- common stock
issued for property rights        1,000,000	100      59,900	              -               -                  -       60,000

Share reconciliation
 after dividend issue	              (360)	  -           -               -		      -                  -            -

Stock Based Compensation                 -        -     552,100		      -	              -                  -      552,100

Other Comprehensive income (loss)	 -        - 	      -		      -               -             (1,112)	 (1,112)

Deferred Compensation Expense
 recorded in the year		         -        -	      -         203,917		      -                  -	203,917

Dividends paid		                 -        -           -               -	       (641,968)	         -     (641,968)

Net loss for the year
ended December 31, 2004		         -        -           -               -	     (1,883,337)                 -   (1,883,337)
--------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2004	92,450,192 $ 10,176 $12,305,082	      $(272,715)   $(12,109,911)	    (1,227) $   (68,595)
================================================================================================================================

The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-11

                             GOLDEN SPIRIT MINING LTD.
                     (Formerly Golden Spirit Minerals Ltd.)
                         (A Exploration Stage Company)
                       CONSOLIDATED STATEMENTS OF CASH FLOWS

<table>
<caption>

                                                             <c>                    <c>                     <c>
                                                                                                      September 13,
                                                          Year ended            Year ended          1993 (inception)
                                                          December 31,          December 31,        to December 31,
                                                              2004                  2003                 2004
                                                          ------------          ------------         ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss for the period                               $    (1,883,337)        $ (1,279,867)       $   (11,247,965)
 Adjustments to reconcile net loss to
  net cash from operating activities:
 depreciation                                                      457                4,263                 31,045
 fees and services paid for with shares                        387,918              855,549              2,493,952
 loss on settlement of debt                                    163,000               50,000                302,500
 stock-based compensation                                      552,100              364,300              1,170,069
 non-cash component of URL write-down                                1                    -              1,214,193
 non-cash exploration costs                                    136,000               27,000                163,000
 write-down of technology license                                    -                    -              2,055,938
 write-off of website development costs                              -                    -                126,876
 equity loss from Avalon Energy Corporation                          -                    -              1,394,280
 write down of investment in Avalon Energy Corporation               -                    -                313,301
 (gain)/loss on sale of securities                                 866               32,764                 26,178
 dilution gain-Legacy                                                -             (334,087)              (334,087)
 minority interest in Legacy's loss                                  -                    -               (479,978)
                                                           ------------          -----------           ------------
                                                              (642,995)            (280,078)            (2,770,241)
 net changes in working capital items                         (153,378)             186,371                298,667
                                                           ------------          -----------           ------------
CASH USED IN OPERATING ACTIVITIES                             (796,373)             (93,707)            (2,471,574)
                                                           ------------          -----------          ------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Deposit                                                             -                    -                (75,000)
 Technology license                                                  -                    -               (135,938)
 Acquisition of furniture and equipment                              -                    -                (32,696)
 Website development costs                                           -                    -               (126,876)
 Other intangible assets                                             -                    -                 (5,189)
 Net Proceeds from sale of shares of Avalon Energy Corp.         7,454               18,924                 99,470
 Net cash on disposition of Legacy Mining Ltd.                       -                  (45)               209,955
                                                           ------------          -----------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES                             7,454               18,879                (66,274)
                                                           ------------          -----------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net Advances from related parties                              111,225               78,617                273,944
Net proceeds on sale of common stock                           676,000                    -              2,266,000
                                                           ------------          -----------           ------------
CASH FLOWS FROM FINANCING ACTIVITIES                           787,225               78,617              2,539,944
                                                           ------------          -----------           ------------
INCREASE (DECREASE) IN CASH                                     (1,694)               3,789                  2,096

CASH, BEGINNING OF YEAR                                          3,790                    1                      -
                                                           ------------          -----------           ------------
CASH, END OF YEAR                                      $         2,096         $      3,790         $        2,096
                                                           ============          ===========           ============
SUPPLEMENTAL CASH FLOW INFORMATION (see Note 10)

The accompanying notes are an integral part of these consolidated financial statements.

</table>

<PAGE>F-12

                           GOLDEN SPIRIT MINING LTD.
                     (formerly Golden Spirit Minerals Ltd.)
                         (an Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

The Company was incorporated on September 13, 1993 in the State of Delaware as
Power Direct, Inc.  On January 31, 2000 the Company changed its name to 2U
Online.com Inc to reflect management's decision to shift the Company's focus
from oil and gas exploration and development to internet-based business
development.  On October 8, 2003, the Company changed its name to Golden Spirit
Minerals Ltd. to reflect management's decision to shift the Company's focus from
internet-based business development to mineral exploration. On October 19, 2004,
the Company changed its name to Golden Spirit Mining Ltd.

Going concern

These financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America with the on-going
assumption applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course
of business.  The Company is an exploration stage company and its general
business strategy is to acquire mineral properties either directly or through
the acquisition of operating entities.  The continued operations of the Company
is dependent upon the existence of economically recoverable reserves and the
ability of the Company to obtain necessary financing to complete the development
of those reserves, and upon future profitable production.  The Company has not
generated any revenues or completed development of any commercially acceptable
products or services to date, has incurred losses of $12,109,911 since
inception, and further significant losses are expected to be incurred in the
exploration and development of its mineral properties.  The Company will depend
almost exclusively on outside capital through the issuance of common shares to
finance ongoing operating losses and to fund the acquisition, exploration and
development of its mineral properties.  The ability of the Company to continue
as a going concern is dependent on raising additional capital and ultimately on
generating future profitable operations.  There can be no assurance that the
Company will be able to raise the necessary funds when needed to finance its
ongoing costs.

The Company's future capital requirements will depend on many factors, including
costs of exploration of the properties, cash flow from operations, costs to
complete mine production, if warranted, and competition and global market
conditions.  The Company's anticipated recurring operating losses and growing
working capital needs will require that it obtain additional capital to operate
its business.  Further, the Company does not have sufficient funds on hand to
complete the exploration of the Ester Creek properties.  Refer to Note 4.

<PAGE>F-13

Given the Company's limited operating history, lack of sales, and its operating
losses, there can be no assurance that it will be able to achieve or maintain
profitability.  Accordingly, these factors raise substantial doubt about the
Company's ability to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The financial statements include the accounts of the Company and its
subsidiaries, a 100% interest in PD Oil & Gas, Inc. (inactive), and a 100%
interest in Cardstakes.com Enterprises Ltd. (inactive).  The Company's financial
statements are consolidated with those of Legacy Mining Ltd. ("Legacy"),
formerly Cardstakes.com (incorporated on February 19, 1999) as at December 31,
2002 and include the results of operations for the years ended December 31, 2003
and 2002.  The Company's ownership of Legacy was reduced from 59% to 4% on
December 31, 2003 and as a result effective December 31, 2003 the financial
statements of Legacy are no longer consolidated with those of the Company. (See
Note 7) All intercompany transactions and balances have been eliminated on
consolidation.

Use of Estimates and Assumptions

Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.

Financial instruments

The Company's financial instruments include cash, accounts receivable,
marketable equity securities, due from Legacy Mines Ltd., accounts payable, due
to Avalon Energy Corporation, and due to related parties.  The fair values of
these financial instruments approximate their carrying values.  The fair value
of the Company's marketable equity securities is estimated based on their market
value.  Management believes that the fair value of its accounts payable
approximates its carrying value.

Furniture and Equipment

Furniture and equipment is carried at acquisition cost less accumulated
depreciation calculated on a 30% declining balance basis.

<PAGE>F-14

Mineral property costs

Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified.  To date the
Company has not established any proven or probable reserves on its mineral
properties.  The Company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets.  The adoption of this standard has had no effect on the Company's
financial position or results of operations.  As at December 31, 2004, any
potential costs relating to the retirement of the Company's mineral property
interest are not yet determinable.

Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates that
prevailed at the balance sheet date.  Revenue and expenses are translated at
average rates of exchange during the year.  Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

Income Taxes

The Company follows the liability method of accounting for income taxes.  Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
balances.  Deferred tax assets and liabilities are measured using enacted or
substantially enacted tax rates expected to apply to the taxable income in the
years in which those differences are expected to be recovered or settled.  The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the date of enactment or
substantive enactment.  A valuation allowance is provided for deferred tax
assets if it is more likely than not that the Company will not realize the
future benefit, or if the future deductibility is uncertain.

Net Loss per Common Share

Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period.  Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. The
accompanying presentation is only of basic loss per share as the potentially
dilutive factors are anti-dilutive to basic loss per share.  Loss per share, as
presented, has been restated to reflect all share splits described in Note 6.

<PAGE>F-15

Marketable Equity Securities

The Company follows the equity method of accounting for its long-term
investments in which it holds less than 50% of the investee's voting shares and
over which it exercises significant influence.  Under this method, the Company
records its shares of the earnings or losses of the investee.  Management
reviews the carrying value of these investments on a quarterly basis to
determine if their carrying value has been impaired.  Declines in value that are
other than temporary are recognized by writing down the investment to its
estimated recoverable amount.

The Company's other investments consist of marketable equity securities which
are available-for-sale and as such, their carrying value is adjusted to market
at the end of each quarter.  As required by SFAS 130, unrealized gains and
losses on these investments are recorded as a component of accumulated other
comprehensive income and are recorded as a component of net income when
realized.  However, if there is a permanent decline in the available-for-sale
securities, this adjustment is taken into income in the period.

Stock Based Compensation

In December 2002, the Financial Accounting Standards Board issued Financial
Accounting Standard No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure" ("SFAS No. 148"), an amendment of Financial
Accounting Standard No. 123 "Accounting for Stock-Based Compensation" ("SFAS No.
123").  The purpose of SFAS No. 148 is to: (1) provide alternative methods of
transition for an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the disclosure
provisions to require prominent disclosure about the effects on reported net
income of an entity's accounting policy decisions with respect to stock-based
employee compensation, and (3) to require disclosure of those effects in interim
financial information.  The disclosure provisions of SFAS No. 148 were effective
for the Company for the year ended December 31, 2002.

The Company has elected to continue to account for stock-based employee
compensation arrangements in accordance with the provisions of Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
("APB No. 25") and comply with the disclosure provisions of SFAS No. 123 as
amended by SFAS No. 148 as described above.  In addition, in accordance with
SFAS No. 123 the Company applies the fair value method using the Black-Scholes
option-pricing model in accounting for options granted to consultants. Under APB
No. 25, compensation expense is recognized based on the difference, if any, on
the date of grant between the estimated fair value of the Company's stock and
the amount an employee must pay to acquire the stock.  Compensation expense is
recognized immediately for past services and pro-rata for future services over
the option-vesting period.

<PAGE>F-16

The following table illustrates the pro forma effect on net income (loss) and
net income (loss) per share as if the Company had accounted for its for stock-
based employee compensation using the fair value provisions of SFAS No. 123
using the assumptions as described in Note 6:

                                                  Year ended       Year ended
                                                  December 31,     December 30,
                                                      2004            2003
                                                  ------------   --------------
Net income (loss) for the year     As reported    $(1,883,337)	$  (1,279,867)
SFAS 123 compensation expense      Pro-forma         (131,100)	     (169,400)

Net loss for the period            Pro-forma      $(2,014,437)	$  (1,449,267)
Pro-forma basic net loss per share Pro-forma      $     (0.03)    $     (0.04)

The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force ("EITF")in Issue
No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services" ("EITF
96-18").  Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable.  The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the Financial Accounting
Standards Board Interpretation No.44, Accounting for Certain Transactions
Involving Stock Compensation - An Interpretation of APB Opinion No. 25 ("FIN
44"), which provides guidance as to certain applications of APB 25.

Recent Accounting Pronouncements

In December 2004, FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets -
An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions", is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that Opinion, however, included certain
exceptions to that principle.  SFAS No. 153 amends Opinion No. 29 to eliminate
the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange.  The provisions of SFAS No. 153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. Early application is permitted and companies must apply the standard
prospectively. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.

In December 2004, the FASB issued SFAS No. 123R, "Share Based Payment". SFAS
123R is a revision of SFAS No. 123 "Accounting for Stock-Based Compensation",
and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees"
and its related implementation guidance. SFAS 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS 123R does not change the accounting guidance for share-based
payment transactions with parties other than employees provided in SFAS 123 as
originally issued and EITF Issue No. 96-18, "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services".  SFAS 123R does not address the accounting for
employee share ownership plans, which are subject to AICPA Statement of Position
93-6, "Employers' Accounting for Employee Stock Ownership Plans".  SFAS 123R
requires a public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair value
of the award (with limited exceptions). That cost will be recognized over the
period during which an employee is required to provide service in exchange for
the award - the requisite service period (usually the vesting period). SFAS 123R
requires that the compensation cost relating to share-based payment transactions
be recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. The scope of SFAS 123R
includes a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. Public entities (other than those
filing as small business issuers) will be required to apply SFAS 123R as of the
first interim or annual reporting period that begins after June 15, 2005. Public
entities that file as small business issuers will be required to apply SFAS 123R
in the first interim or annual reporting period that begins after December 15,
2005. For nonpublic entities, SFAS 123R must be applied as of the beginning of
the first annual reporting period beginning after December 15, 2005.  Management
is currently evaluating the impact, which the adoption of this standard will
have on the Company's results of operations or financial position.

<PAGE>F-17

Comparative Figures

Certain comparative figures have been reclassified in order to conform to the
current year's financial statement presentation relating to the fair value of
shares issued for consulting fees pursuant to multi-year contracts.  Previously,
the Company classified the unearned portion of these fees as prepaid service
contracts.  Effective in the fourth quarter of 2004 management determined that
these unearned amounts are more appropriately classified as deferred
compensation as a component of stockholders' equity.  The deferred compensation
continues to be amortized to operations as earned in accordance with the terms
of the contracts and accordingly there is no change in the reported losses for
any period presented and since inception as a result of this reclassification.
However, this did result in a reduction of reported assets and stockholders'
equity of $188,632 as at December 31, 2003, $123,964 as at December 31, 2002,
$195,860 as at December 31, 2001 and $404,106 as at December 31, 2000.

NOTE 3 - AVAILABLE FOR SALE SECURITIES

During 2003 the Company bought 303,750 shares of Avalon Energy Corporation
("Avalon"), a public company with directors and significant shareholders in
common, for $55,786 and sold 355,750 shares for net proceeds of $74,710 and
realized a loss of $32,764. During 2004, the Company sold 52,000 shares for net
proceeds of $7,454 and realized a loss of $866. Effective December 31, 2004 the
Company recorded an unrealized loss in the carrying value of its available-for-
sale securities totalling $1,126 which was recorded as other comprehensive loss
for the year.

As at December 31, 2004 the Company owns 10,351 shares of Avalon's common stock
with a fair value of $545.

NOTE 4 - RESOURCE PROPERTIES

Ester Creek

On October 10, 2003 the Company entered into an agreement with Ester Creek Gold
Company ("Ester Creek"), a private Nevada cooperative, to acquire from Ester
Creek 90% ownership of the Ester Creek Gold properties (the "Mining Claims")
located approximately eight miles northeast of Fairbanks, Alaska for $45,000 and
the issuance of 450,000 restricted shares of the Company's common stock.  Under
the terms of the agreement, Ester Creek retains a 10% non-assessable interest in
the Mining Claims.  The Mining Claims are located in and around Ester Creek over
an area of approximately 2,320 acres (4 square miles).  In October 2003 the
Company paid $3,000 and issued 450,000 restricted shares with a fair value of
$27,000 to Ester Creek Gold Company and paid an additional $42,000 in cash to
acquire the property, as per the agreement. Under the terms of the agreement the
Company has agreed to give Ester Creek a contract to supervise and perform
certain work programs.  The Company has had an independent engineering report
prepared which recommends an initial Phase I geologic and sampling
reconnaissance of the property at a cost of $5,200. A Phase II work program
based on the results of Phase I has been determined and the amount required to
conduct a Phase II exploration program is estimated at $25,500.

As of December 31, 2004 the Company has completed the Phase I work program and
expects to begin Phase II sometime in 2005

<PAGE>F-18

Blue Doe and June Ellen

On June 9, 2004 the Company entered into an agreement with Walter Doyle
("Doyle"), to acquire from Doyle 95% ownership of the Blue Doe Gold Prospect and
the June Ellen Gold Prospect (the "Prospects) located in the northern part of
the Ravenswood Batholith in Queensland, Australia for:

1. $1,000 plus 5,000,000 restricted Rule 144 shares of common stock on closing

2.  5,000,000 restricted Rule 144 shares of common stock on September 9, 2004;

3. 10,000,000 restricted Rule 144 shares of common stock on November 9, 2004;
   and

4. A work commitment of $200,000 over a period of two years based on a work
program to be mutually agreed upon.

Upon further review of the Prospect and terms and conditions outlined in the
agreement, the Company decided not to proceed with the Blue Doe and June Ellen
acquisition. The Company has no further obligations relating to this agreement.

Uinta Basin

On November 10, 2004, the Company entered into an agreement with Avalon, a
Company with directors in common, to acquire a 40% interest in the Letter of
Intent and Participation Agreement that Avalon acquired from Pioneer Oil and Gas
("Pioneer") in a gas field lease in the Uinta Basin, located in the US Rockies,
Utah.

Upon signing of the agreement, the Company issued 1,000,000 restricted Rule 144
common shares valued at $70,000 as a non-refundable deposit to Avalon and was to
acquire the 40% working interest in the gas lease upon Avalon receiving a
payment of $750,000 on or before December 10, 2004. In return, upon payment of
the purchase price of $750,000 by the Company, Avalon was to issue 2,000,000
shares of its common stock to the Company. Upon receiving the $750,000, Avalon
was required to pay Pioneer $706,279 to acquire its 85% working interest.

On December 10, 2004, the Company received an extension to December 24, 2004 to
meet the requirements of the initial agreement. The Company issued an additional
1,000,000 retricted Rule 144 common shares  valued at $60,000 as consideration
for the extension. On January 4, 2005, the Company received a default notice
from Avalon for failure to meet the terms of the agreement which was terminated

<PAGE>F-19

Second Chance Claims

On October 10, 2004, the Company entered into an agreement with Lee Holland
("Holland"), to acquire from Holland 90% ownership of the Second Chance claims
(the "Claims") located in the Ester Creek area of Alaska for:

1. $2,000 (paid) plus 100,000 restricted Rule 144 shares of common stock valued
    at $6,000 (issued).

2. $2,000 per month between November 10, 2004 and February 10, 2005 for a total
   of $8,000.

The Company paid $6,000 to December 31, 2004 towards the acquisition and
completed the acquisition in February, 2005.

Under the terms of the agreement Holland retains a 10% non-assessable interest
in the Claims.

NOTE 5 - DEFERRED COMPENSATION

On January 10, 2004, the Company entered into agreements with:

1. J & S Overseas Holdings Ltd., a private company controlled by a significant
shareholder, for a two year term, whereby J & S will provide investment-banking
services to the Company (valued at $50,000) in exchange for 1,000,000 restricted
shares of the Company's common stock. The investment banker will provide access
to investors and ongoing funding for the Company's investments.

2. 1063244 Alberta Ltd., a private company controlled by a significant
shareholder, for a two year term, whereby 1063244 Alberta will provide investor
relations services to the Company (valued at $40,000) in exchange for 800,000
restricted shares of the Company's common stock. The investor relations
individual will provide such services as researching, editing and generating a
company profile, technical chart analysis, relaying the Company's business
perspectives and distribution of corporate updates, including press releases.

3. Two individual consultants, for a one year term, whereby they will provide
consulting services to the Company with respect to its mineral exploration and
development (valued at $10,000) in exchange for a total of 200,000 restricted
shares of the Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $10,000) in exchange for 100,000 restricted shares of the
Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,000) in exchange for 30,000 restricted
shares of the Company's common stock.

On October 1, 2004, the Company entered into an agreement with Holm Investments
Ltd. a private company controlled by a shareholder, for a three year term,
whereby Holm Investments Ld. will provide investor relations services to the
Company (valued at $175,000) in exchange for 1,750,000 restricted shares of the
Company's common stock. The investor relations services include researching,
editing and generating a company profile, technical chart analysis, relaying the
Company's business perspectives and distribution of corporate updates, including
press releases.

<PAGE>F-20

On January 10, 2003, the Company entered into agreements with:

1. Compte de Sierge Accomodative Corp. ("Compte"), a private company, for a two
   and one-half year term, whereby Compte will provide investment-banking
   services to the Company, (valued at $50,000) in exchange for 1,500,000
   restricted shares of the Company's common stock. The consultant will provide
   such services and advice to the Company in business development, business
   strategy and corporate image. In addition, the consultant will assist the
   Company in developing, studying, and evaluating acquisition proposals in
   Europe.

2. Y.E.N.N. Asset Management ("Y.E.N.N."), a private company controlled by a
   significant shareholder, for a two and one-half year term, whereby Y.E.N.N.
   will provide investment-banking services to the Company (valued at $50,000)
   in exchange for 1,500,000 restricted shares of the Company's common stock.
   The consultant will provide such services and advice to the Company in
   business development, business strategy and corporate image. In addition, the
   consultant will assist the Company in developing, studying and evaluating
   acquisition proposals in North and South America.

3. Inter-Orient Investments Ltd. ("Inter-Orient"), a private company controlled
   by a significant shareholder, for a two year term, whereby Inter-Orient will
   provide investment-banking services to the Company (valued at $50,000) in
   exchange for 1,500,000 restricted shares of the Company's common stock. The
   investment banker will provide access to investors and ongoing funding for
   the Company's investments.

4. Asiatic Management Consultants Ltd. ("Asiatic"), a private company controlled
   by a significant shareholder, for a two and one-half year term, whereby
   Asiatic will provide investment-banking services to the Company (valued at
   $25,000) in exchange for 750,000 restricted shares of the Company's common
   stock. The consultant will provide such services and advice to the Company in
   business development, business strategy and corporate image. In addition, the
   consultant will assist the Company in developing, studying and evaluating
   acquisition proposals in the Far East.

5. HBK Investments Services Ltd. ("HBK"), a private company controlled by an
   employee, for a two year term, whereby HBK will provide investor relations
   services to the Company (valued at $20,000) in exchange for 600,000
   restricted shares of the Company's common stock. The investor relations
   services include researching, editing and generating a company profile,
   technical chart analysis, relaying the Company's business perspectives and
   distribution of corporate updates, including press releases.

On January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd. ("Palisades"), a private company controlled by a significant
shareholder, with a 5-year term, whereby Palisades will provide investment-
banking services to the Company (valued at $297,500) in exchange for 105,000
restricted shares of the Company's common stock.

The value of these service contracts is amortized over the respective contact
periods.  During 2004 a total of $203,917 was charged to operations.

<PAGE>F-21

At December 31, 2004 the unamortized balance of deferred compensation with
respect to the above described service contracts totaled $272,715 (2003 -
$188,632), and has been recorded as a component of stockholders' equity.  (Refer
to Note 2.)


NOTE 6 - CAPITAL STOCK

The Company's capitalization is 500,000,000 common shares with a par value of
$.0001 per share.

Reverse Stock Split

On January 2, 2003, the Company declared a one-for-ten reverse stock split of
all of the outstanding common stock, without any change in par value of the
shares of common stock. Shareholder approval was obtained to effect the reverse
stock split which became effective on January 8, 2003.  On that date, the
authorized capital was 100,000,000 common shares with a par value of $0.0001,
with 4,054,750 post reverse-split shares issued and outstanding.

Forward Stock Split

On September 23, 2003, the Company declared a three-for-one forward stock split
of all the outstanding common stock without any change in par value of the
shares of common stock.  Shareholder approval was obtained to effect the forward
stock split which became effective on October 2, 2003.  On that date, the
authorized capital was 100,000,000 common shares with a par value of $0.0001,
with 40,754,829 post forward-split shares issued and outstanding.

Except for the Consolidated Statement of Stockholders' Equity, unless otherwise
noted, all references to common stock, common shares outstanding, average
numbers of common shares outstanding and per share amounts in these Financial
Statements and Notes to Financial Statements have been restated if required to
reflect the 1:10 reverse stock split and the 3:1 forward stock split.

<PAGE>F-22


Name Change

On September 29, 2004, the Company filed certain changes to its Articles of
Incorporation with the State of Delaware:

1. Effective at the opening of business October 18, 2004, the Company changed
   its name to "Golden Spirit Mining Ltd."

2. Effective at the opening of business October 18, 2004, the Company increased
   its authorized capital from 100,000,000 shares of common stock to 500,000,000
   shares of common stock.


2004 Transactions

On January 13, 2004, the Company filed a Registration Statement on Form S-8 to
cover 11,150,000 shares of common stock to be issued, 3,000,000 shares pursuant
to the Company's 2004 Stock Incentive and Option Plan (the "Plan") and 8,150,000
shares of common stock for debt as disclosed above.

On January 14, 2004 the Company issued a total of 8,150,000 common shares to
employees and consultants in settlement of outstanding management and consulting
fees totalling $163,000. Of the 8,150,000 common shares issued, 2,500,000 were
issued to two directors and 1,000,000 were issued to one employee for
professional fees. The fair value of the shares issued exceeded the outstanding
debts by an amount of $163,000, which has been recorded as a loss on settlement
of debt.

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder, with a two year term, whereby
this company will provide investment-banking services to the Company (valued at
$50,000) in exchange for the issuance of 1,000,000 restricted shares of the
Company's common stock.  (See Note 5)

On January 10, 2004, the Company entered into an agreement with a private
company controlled by a significant shareholder with a two year term, whereby
this company will provide investor relations services to the Company (valued at
$40,000) in exchange for the issuance of 800,000 restricted shares of the
Company's common stock. (See Note 5)

On January 10, 2004 the Company entered into agreements with two individual
consultants with one year terms, whereby these individuals will provide
consulting services with respect to the Company's mineral property (valued at
$10,000) in exchange for the issuance of 200,000 restricted shares of the
Company's common stock. (See Note 5).

<PAGE>F-23

On June 3, 2004, as amended June 16, 2004, the Company filed a Registration
Statement on Form S-8 to cover 11,200,000 shares of common stock to be issued,
5,000,000 shares pursuant to the Company's 2004 Stock Incentive and Option Plan
(the "Plan") and 6,200,000 shares of common stock for debt as disclosed above.

On June 17, 2004 the Company issued a total of 6,200,000 common shares to
consultants in settlement of outstanding consulting fees totalling $62,000.

On October 1, 2004 , the Company entered into an agreement with an individual,
with a 1-year term, whereby the individual will provide consulting services to
the Company (valued at $10,000) in exchange for 100,000 restricted shares of the
Company's common stock.

On October 1, 2004, the Company entered into an agreement with an individual,
with a six month term, whereby the individual will provide investor relations
services to the Company (valued at $3,000) in exchange for 30,000 restricted
shares of the Company's common stock.

On October 1, 2004, the Company entered into an agreement with a private company
controlled by a shareholder, for a three year term, whereby the private company
will provide investor relations services to the Company (valued at $175,000) in
exchange for 1,750,000 restricted shares of the Company's common stock.

Effective September 30, 2004, the Company declared a 10% stock dividend to all
of the shareholders of record representing 80,245,956 shares of the Company's
common stock.  The stock dividend of 8,024,596 shares was issued on October 17,
2004 and recorded at a fair value of $641,968.

The Company declared a 10% stock dividend to all of the shareholders of record
effective September 30, 2004, representing 80,245,956 shares of the Company's
common stock.  The Company has recorded this stock dividend at a fair value of
$641,968 and issued 8,024,596 in payment on October 17, 2004.

On October 10, 2004, the Company issued 100,000 shares valued at $6,000 pursuant
to an agreement to acquire 90% ownership of the Second Chance claims located in
the Ester Creek area of Alaska.

On November 29, 2004, the Company issued 1,000,000 common shares 144-Registered
valued at $70,000 as a non-refundable deposit to Avalon Energy Corporation
("Avalon"), a public company with directors and significant shareholders in
common, pursuant to an agreement to acquire a 40% working interest in certain
gas leases in the Uinta Basin, Utah.

On December 15, 2004, the Company issued an additional 1,000,000 common shares
144-Registered valued at $60,000 to Avalon as consideration for an extension to
meet the terms of the agreement to acquire the 40% interest.  (Refer to Note 4.)

On December 1, 2004, the Company issued 200,000 common shares valued at $14,000
in settlement of directors' salaries.

<PAGE>F-24

2003 Transactions

On January 10, 2003, the Company entered into agreements with various private
companies controlled by significant shareholders, with two and one-half year
terms, whereby these companies will provide investment-banking and other
services to the Company (valued at $125,000) in exchange for the issuance of
3,750,000 restricted shares of the Company's common stock.  (See Note 5)

On January 10, 2003, the Company entered into an agreement with a private
company controlled by a significant shareholder and a private company controlled
by an employee, with two year terms, whereby these companies will provide
investment banking and investor relations services to the Company (valued at
$70,000) in exchange for the issuance of 2,100,000 shares of the Company's
common stock. (See Note 5)

On January 10, 2003, the Company issued 300,000 restricted shares of the
Company's common stock to two directors for services valued at $10,000.

On January 14, 2003, the Company reached an agreement to acquire the "Miss
Beverly Hills" entity from Atlantis Cay Ltd. in consideration for the issuance
of 30,000,000 restricted shares of the Company's common stock to Atlantis Cay
Ltd. and its agents.  The Company was not provided with the necessary data and
information about the "Miss Beverly Hills" entity in a timely manner, as
required by the agreement, nor was it satisfied with the proposed terms of
transfer of all rights of ownership. On February 4, 2003, at a Special Meeting
of the Board, it was decided not to proceed with this acquisition.  Accordingly,
the 30,000,000 restricted shares were reacquired for no consideration, returned
to treasury and cancelled.

On January 21, 2003, the Company issued 15,000,000 shares of common stock at a
price of $0.013 per share representing a 33.33% discount to the estimated fair
value of $.02 per share in settlement of outstanding and ongoing consulting fees
and services totalling $200,000.  Of the 15,000,000 shares issued, 7,500,000
were issued to parties related to the "Miss Beverly Hills" acquisition,
2,490,000 were issued to two significant shareholders for consulting services
and 960,000 were issued to two employees for consulting services.  The Company
registered these shares for trading by way of an S-8 Registration Statement
filed on January 21, 2003.  In February, 2003, pursuant to the termination of
the agreement with Atlantis Cay Ltd., 7,500,000 shares issued were reacquired
for no consideration, returned to treasury and cancelled.  The fair value of the
7,500,000 shares that remained issued in settlement of services totalling
$100,000, exceeded the outstanding debts by an amount of $50,000.  This amount
is recorded as a loss on settlement of debt in 2003.

On October 14, 2003, the Company issued 6,091,667 common shares in settlement of
$182,750 of consulting and professional fees. The Company registered these
shares for trading by way of an S-8 Registration Statement filed on October 14,
2003.

<PAGE>F-25

On October 22, 2003, the Company issued 450,000 restricted common shares as
partial consideration for the acquisition of the Ester Creek Mineral Claims (See
Note 4)

Stock Options

The following table summarizes the Company's stock option activity:


                                                              Weighted Average
                                Number                            Remaining
                                  of         Weighted Average  Contractual Life
                               Options        Exercise Price      in Years
                             -----------     ---------------- -----------------
Balance, December 31, 2002             -             -                -
Granted                       10,000,000      $   0.55             5.00
Exercised                     (9,980,000)     $  (0.54)            5.00
-------------------------------------------------------------------------------
Balance, December 31, 2003 	 20,000       $   0.06 	           4.04
Granted	                     13,000,000       $   0.03 	           5.00
Exercised	            (13,000,000)      $  (0.03)	          (5.00)
-------------------------------------------------------------------------------
Balance, December 31, 2004	 20,000	      $  0.03 	           3.04
===============================================================================

2004 Stock Option Transactions

On January 13, 2004, the Company filed a Registration Statement on Form S-8 to
cover 11,150,000 shares of common stock to be issued, 3,000,000 shares pursuant
to the Company's 2004 Stock Incentive and Option Plan (the "Plan") and 8,150,000
shares of common stock for debt as disclosed above. On March 22, 2004, 400,000
stock option shares were granted to an employee at $0.02 per share.  The 400,000
options were exercised on March 26, 2004 in settlement of a debt in the amount
of $8,000.  A fair value of $7,900 for these options was estimated using the
Black-Scholes option pricing model assuming an expected life of 5 years, a risk-
free interest rate of 3% and an expected volatility of 229% .

On May 21, 2004, 2,600,000 options were granted at $.01 per share, 1,400,000 to
an employee and two directors and 1,200,000 to consultants.   A total fair value
of $25,800 for these options was estimated using the Black-Scholes option
pricing model assuming an expected life of 5 years, a risk-free interest rate of
3% and an expected volatility of 229%.  The value of the consultants' options,
being $11,900 has been expensed and the value of the employee and directors
options, being $13,900, has been recorded on a pro-forma basis during the
year.  All of the 2,600,000 options were exercised on May 28, 2004 for
proceeds of $26,000.

<PAGE>F-26

On June 3, 2004, 5,000,000 stock option shares were granted at $0.01 per share,
3,650,000 shares to consultants and 1,350,000 shares to employees.  A total fair
value of $49,500 for these options was estimated using the Black-Scholes option
pricing model assuming an expected life of 5 years, a risk-free interest rate of
3% and an expected volatility of 229%.  The value of the consultants' options,
being $30,200, has been expensed in the period.  The value of the employees'
options, being $19,300, has been recorded on a pro-forma basis during the
year.  As at September 30, 2004, all of the 5,000,000 options were exercised
for proceeds of $50,000.

On September 27, 2004, 5,000,000 stock option shares were granted at $0.12 per
share, 4,250,000 shares to consultants and 750,000 shares to employees.  A total
fair value of $600,000 for these options was estimated using the Black-Scholes
option  pricing model assuming an expected life of 5 years, a risk-free interest
rate of 3% and an expected volatility of 229%.  The value of the consultants'
options, being $510,000, has been expensed in 2004.  The value of the employees'
options, being $90,000, has been recorded on a pro-forma basis during the
year.  All of the 5,000,000 options were exercised for proceeds of $600,000
which were received in full by October 14, 2004.

2003 Stock Option Transactions

On October 14, 2003, the Company filed a Registration Statement on Form S-8 to
cover 5,000,000 shares of common stock to be issued pursuant to the Company's
2003 Stock Incentive and Option Plan (the "Plan"). During the year the Company
granted options under the Plan to acquire a total of 5,000,000 shares of the
Company's common stock at a price of $0.04 per share being the market value as
at the date of grant.  Of the total number of options granted, 3,680,000 were
granted to consultants for which a consulting expense of $145,800 was recorded
during the year representing the fair value of the options.  The fair value was
estimated using the Black-Scholes option pricing model assuming an expected life
of 5 years, a risk-free interest rate of 3% and an expected volatility of 229%.
The fair value for the 1,320,000 options granted to directors and employees of
$52,300, as disclosed on a pro-forma basis in Note 2, was estimated using the
Black-Scholes option pricing model assuming an expected life of 5 years, a risk-
free interest rate of 3% and an expected volatility of 229%.

On January 21, 2003, the Company filed a Registration Statement on Form S-8 to
cover 6,000,000 shares of common stock to be issued pursuant to the Company's
2003 Stock Incentive and Option Plan (the "Plan"). During the year the Company
granted options under the Plan to acquire a total of 6,000,000 shares of the
Company's common stock at a price of $0.02 per share being the estimated market
value as at the date of grant.  Of the total number of options granted,
4,515,000 were granted to consultants for which a consulting expense of $90,300
was recorded during the period representing the fair value of the options.  The
fair value was estimated using the Black-Scholes option pricing model assuming
an expected life of 10 years, a risk-free interest rate of 3% and an expected
volatility of 205%.  The fair value of the 1,485,000 options granted to
directors and employees of $29,700, as disclosed on a pro-forma basis in Note 2,
was estimated using the Black-Scholes option pricing model assuming an expected
life of 10 years, a risk-free interest rate of 3% and an expected volatility of
205%.

<PAGE>F-27

On June 9, 2003, the Company filed a Registration Statement on Form S-8 to cover
9,000,000 shares of common stock to be issued pursuant to the Company's 2003
Stock Incentive and Option Plan (the "Plan").  During the year the Company
granted options under the Plan to acquire a total of 6,900,000 shares of the
Company's common stock at a price of $0.023 per share and 2,100,000 shares of
the Company's common stock at a price of $0.026 per share being the estimated
market values as at the date of grant.  Of the total number of options granted,
5,250,000 were granted to consultants for which a consulting expense of $128,200
was recorded during the year representing the fair value of the options.  The
fair value was estimated using the Black-Scholes option pricing model assuming
an expected life of 5 years, a risk-free interest rate of 3% and an expected
volatility of 248%.  The fair value of the 3,750,000 options granted to
directors and employees of $87,400, as disclosed on a pro-forma basis in Note 2,
was estimated using the Black-Scholes option pricing model assuming an expected
life of 5 years, a risk-free interest rate of 3% and an expected volatility of
248%.

Of the total stock options exercised during 2003, a total of 250,000 of the
related shares of common stock were reacquired, returned to treasury and
cancelled.

The 2003 stock option figures, as noted above, have not been restated to reflect
the October 8, 2003, 3:1 forward stock split.  All of the 9,980,000 stock
options exercised in 2003 were done so in settlement of debt in the total amount
of $535,800.

NOTE 7 - DILUTION GAIN - LEGACY MINING LTD.

The Company and Legacy, undertook a series of capital reorganization
transactions, as follows:

1. By agreements dated December 31, 2003 with ten individuals, the Company
transferred ownership of 5,900,000 of the Legacy shares to these individuals for
nominal consideration and their agreement to fund Legacy in the future.  Of the
5,900,000 shares transferred, 150,000 were transferred to two directors of the
Company, 1,000,000 were transferred to a significant shareholder of the Company
and 1,020,000 were transferred to an employee of the Company.  This transaction
resulted in a decrease of the Company's ownership of Legacy from 59% to 9%.

2. On December 31, 2003 Legacy issued shares of its capital stock in order to
settle $122,988 owing to Avalon and $106,000 of the Company's debt, and to
acquire a mineral property interest with a fair value of $2,000.  These
transactions resulted in a further decrease of the Company's ownership of Legacy
from 9% to 4%.

<PAGE>F-28

The culmination of the above transactions has resulted in a reduction of the
Company's interest in Legacy from 59% to 4%.  As Legacy had a negative carrying
value on consolidation, and the Company disposed of the majority of its interest
for nominal consideration, the Company has recorded a dilution gain of $762,805.
At the same time, management has determined that its receivable from Legacy of
$428,718 is impaired and therefore has written off the receivable against the
dilution gain.  The net dilution gain on the reduction in interest ownership of
Legacy was $334,087.  Commencing January 1, 2004 the Company will account for
its investment in Legacy at cost.  As at December 31, 2004 the carrying value of
the Company's investment in Legacy is $nil.

NOTE 8 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2004, the Company issued 2,700,000 shares to
two directors for outstanding management fees totalling $64,000 and 1,000,000
shares to one employee for outstanding professional fees totalling $20,000.

During the year ended December 31, 2004, companies controlled by significant
shareholders earned $79,500 (2003 - $84,500) pursuant to an investment banking
services contracts.

During the year ended December 31, 2004, a company controlled by an employee
earned $8,332 (2003-$8,332) and companies controlled by significant shareholders
earned $ 20,833 (2003 - $Nil) pursuant to investor relations services contracts.

At December 31, 2004 a total of $10,576 (2003 - $Nil) is owing from Legacy
Mining Ltd for cash advances. This amount is non-interest bearing and has no
specific terms of repayment. Legacy Mining Ltd. currently has filed an
application for trading on the pink sheets.

During the year ended 2004, the Company incurred: (1) $73,500 to a company
controlled by a significant shareholder for consulting fees and(2) $450,000 to a
significant shareholder for consulting fees;

During the year ended December 31, 2004, the Company incurred expenses for
office rent of $19,713 (2003 - $17,736) and management fees of $9,000 (2003 -
$24,000) to a Company controlled by an employee.

At December 31, 2004 a total of $45,813 (2003 - $42,286) is owing to Avalon for
cash advances.

<PAGE>F-29

At December 31, 2004, the following amounts are due to related parties:

		                 2004		2003
		            -------------------------------
Employee	            $	17,542	     $	5,753
Significant Shareholder		 5,226	       19,015
	                    -------------------------------
	                    $	22,768 	     $ 24,768
	                    ===============================

All related party transactions are in the normal course of business and are
measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.

See Notes 4, 5, and 6


NOTE 9 - INCOME TAXES

The Company has adopted FASB No. 109 for reporting purposes.  As of December 31,
2003, the Company had net operating loss carry forwards that may be available to
reduce future years' taxable income and will expire between the years 2006 -
2023.  Availability of loss usage is subject to change of ownership limitations
under Internal Revenue Code 382.  Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carryforwards.

NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION

A reconciliation of income tax computed at the federal and state statutory tax
rates and the Company's effective tax rate is as follows:



	                                         Year ended        Year ended
                                                December 31,      December 31,
                                                   2004	              2003
                                               --------------     -----------
Federal income tax provision at statutory rate	  (35.0)%	    (35.0)%
State income tax provision at statutory rate,
   net of federal income tax effect	           (8.7)   	     (8.7)
------------------------------------------------------------------------------
Total income tax provision rate	                  (43.7)%	     (43.7)%
==============================================================================

The tax effects of temporary differences that give rise to the Company's
deferred tax asset (liability) are as follows:

		                          2004		   2003
	                                 ------           ------
Non-capital loss carry forwards	     $ 4,600,000       $ 3,900,000
Valuation allowance		      (4,600,000)	(3,900,000)
                                      -----------     -------------
	                             $	       -       $	-
                                      ===========     =============

As the criteria for recognizing deferred income tax assets have not been met due
to the uncertainty of realization, a valuation allowance of 100% has been
recorded for the current and prior year.


		                 Year ended                 Year ended
		               December 31, 2004	 December 31, 2003
                               -----------------        -------------------
Cash paid during the year for:

	Interest		$       - 	          $        -
	Income taxes		$       - 	          $        -

During the year ended December 31,2004

The Company issued 3,880,000 common shares for prepaid consulting, investor
relations and investment banking service contracts valued at $100,000. (Refer to
Note 5).

<PAGE>F-30

The Company issued 8,150, 000 shares with a fair value of $326,000 in settlement
of  $93,000 of consulting fees and $20,000 of professional fees and $50,000 of
directors fees payable.

The Company issued 6,200,000 shares with a fair value of $62,000 in settlement
of  $62,000 of consulting fees incurred in 2004.

A total of 400,000 stock options were exercised in exchange for the settlement
of $8,000 of debt.

A total of 1,300,000 shares of common stock previously issued for consulting
services to be rendered in the amount of $13,000 were returned to treasury and
cancelled

The Company issued 8,024,596 shares of common stock in connection with the
declaration of a ten percent stock dividend.

The Company issued 200,000 shares with a fair value of $14,000 in settlement to
directors' fees.

During the year ended December 31, 2004, the Company issued 100,000 restricted
common shares with a fair value of $6,000 for the acquisition of the Second
Chance mining claims.

During the year ended December 31, 2004, the Company issued 2,000,000 restricted
common shares with a fair value of $130,000 representing a non-refundable
deposit for the proposed acquisition of certain gas leases in the Uinta Basin,
Utah.

During the year ended December 31, 2003

The Company issued 5,850,000 common shares for deferred compensation with
respect to consulting, investor relations and investment banking service
contracts valued at $195,000 (Refer to Note 5) and 100,000 common shares for
payment of outstanding management fees to two directors valued at $10,000.

The Company issued 7,500,000 common shares with a fair value of $150,000 in
settlement of $100,000 of consulting fees.  Refer to Notes 6 and 8.

The Company issued 6,091,667 common shares in settlement of $182,750 of
consulting and professional fees.  Refer to Note 6.

The Company issued 450,000 shares valued at $1,000 to acquire a mineral property
interest.  (Refer to Note 4.)

A total of 9,980,000 stock options (pre-forward 3:1 stock split) were exercised
in exchange for the settlement of $535,800 of debt.

<PAGE>F-31

NOTE 11 - CONTINGENCIES

On May 2, 2003, the Company issued 450,000 shares valued at $9,000 to a
consultant pursuant to a stock option incentive plan.

The consultant failed to meet the terms of the stock option agreement by not
paying the exercise price. The Company requested the return of the 450,000
shares. The consultant refused to return the shares and the Company put a stop
transfer on these shares and is currently engaged in legal proceedings to
recover these shares. The consultant subsequently filed a Statement of Claim
against the Company for damages of $53,000 Cdn. The Company considers the
lawsuit to be without merit and is currently defending this claim.  The outcome
of this legal action is presently not determinable.

NOTE 12 - SUBSEQUENT EVENTS

On January 12, 2005, the Company filed a Registration Statement on Form S-8 for
19,000,000 shares of common stock to be issued pursuant to the Company's 2005
Stock Incentive and Option Plan (the "Plan").  A total number of 19,000,000
options were granted to consultants subsequent to December 31, 2004, of which
3,075,000 were exercised at $0.03 per share for proceeds of $92,250.

On April 4, 2005, Company signed a Memorandum of Understanding with a private
corporation to acquire a Uranium Concession in the African Continent. The
Company paid a $5,000 Cdn consultant fee to a third party to commence the
process of acquiring a Mining Agreement with Niger's Ministry of Mines with
respect to obtaining a Prospecting Permit which will be valid for thirty (30)
years.  An additional $5,000 Cdn will be paid to the third party when the Permit
is granted by the Ministry of Mines. Upon the signing of this Memorandum of
Understanding, a non-refundable 30,000,000 restricted 144 common shares of the
Company are issuable to the private corporation and its nominees (not issued).
When the Prospecting Permit from the Ministry of Mines is issued, the Company
will issue a further 70,000,000 restricted 144 common shares of the Company to
the private corporation and its nominees. (not yet issued).

<PAGE>F-32


Item 8.  Changes in and Disagreements with Accountants.

There have been no disagreements with Golden Spirit Minerals Ltd's auditors
since formation of the company that require disclosure pursuant to Item 304 of
Regulation S-B. However, our auditors, Labonte & Co., Chartered Accountants
merged with another firm during the year and emerged as Dale Matheson Carr-
Hilton Labonte, Chartered Accountants.

                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management.  The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We
anticipate that we will enter into employment agreements with each of our key
executives; however, no assurance can be given that each executive will remain
with us during or after the term of his or her employment agreement. In
addition, our success depends, in part, upon our ability to attract and retain
other talented personnel. Although we believe that our relations with our
personnel are good and that we will continue to be successful in attracting and
retaining qualified personnel, there can be no assurance that we will be able to
continue to do so. Our officers and directors will hold office until their
resignation or removal.

Directorship Changes.

1. Resignation:

   On November 30, 2004, the Registrant accepted the resignation of Robert
   Waters as President, Director and Chief Executive Officer of the Registrant.
   The resignation was not motivated by a disagreement with the Registrant on
   any matter relating to the Registrant's operations, policies or practices.

2. Appointment:

   On November 30, 2004, Carlton Parfitt was appointed President, Director and
   Chief Executive Officer of the Registrant.

Our directors and principal executive officers are as specified on the following
table:

Name and Address	     Age       Position	           Term as Director
-------------------------------------------------------------------------------
Robert Klein
4540 Woodgreen Place	     57     President/Director   From March 16, 2001
West Vancouver,                                              to present
British Columbia,
Canada  V7S 2V6



Carlton Parfitt		     38	     Director	         From November 30, 2004
Suite 801 - 1875 Robson Stree                                 to present
Vancouver, BC  V6G 1E5

<PAGE>16

Robert Klein is our President and a member of our Board of Directors.  Mr. Klein
graduated in 1971 from the University of Waterloo with a degree in Applied Math.
Mr. Klein belongs to the Fellow of Canadian Securities Institute. From October
6, 1972 to May 30, 1982, Mr. Klein was a Vice President of Corporate Finance at
Bond Street International Securities. From June 1, 1982 to January 31, 1988, he
was on the Board of Directors of Yorkton Securities. From February 1, 1988 to
January 31, 1989, he was on the Board of Directors of First Vancouver
Securities. From February 1, 1989 to January 31, 1992, Mr. Klein was a salesman
for Georgia Pacific Securities. From February 1, 1992 to the present, Mr. Klein
has worked as a self-employed consultant. The majority of Mr. Klein's consulting
work involved the analytical review and discussion of the merits of properties
in the oil and gas industry.

Carlton Parfitt is a member of our Board of Directors.  Mr. Parfitt, bilingual
in English and Japanese, graduated in 1991 with Honors from Simon Fraser
University, British Columbia. While attending university, Mr. Parfitt worked as
a co-op student for the Department of National Defense ( Canada ). After
completing his Bachelor of Science in Physics, and before becoming involved in
the digital media industry, Carlton Parfitt was a research scientist at
companies such as TRIUMF, on the campus of the University of British Columbia,
and CTF Communications Inc. based in Coquitlam, British Columbia.

Between the years 1998 and 2000, Mr. Parfitt was the founder and director of
Elgrande.com Inc., an OTC: BB Company. During this time, he was intimately
involved in Board operations, governance, as well as strategic business
development and financing. Responsibilities for strategic market development
included building strategic Blue Chip clients globally. Here, he drew upon his
business consulting experience in Japan where he was a consultant for several
years. While in Japan, Mr. Parfitt also participated in contract negotiations,
shareholder relations and operations. Currently, Carlton Parfitt is the
president of Third Wave Consulting Inc., a company specializing in digital
media. His focuses include marketing consulting, project management, event
planning and corporate communications for new media production.

<PAGE>17

There are no familial relationships between our officers and directors.

Section 16(a) Beneficial Ownership Reporting Compliance. Not all of our
officers, directors, and principal shareholders have filed all reports required
to be filed by those persons on, respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial
Ownership of Securities).

Transactions with Promoters.

On January 28, 2000, the Company entered into an agreement with Palisades
Financial Ltd. ("Palisades"), a private company controlled by a significant
shareholder, with a 5-year term, whereby Palisades will provide investment-
banking services to the Company (valued at $297,500) in exchange for 105,000
restricted shares of the Company's common stock.

On January 10, 2003, the Company entered into an agreement with HBK Investments
Services Ltd. ("HBK"), a private company controlled by an employee, for a two
year term, whereby HBK will provide investor relations services to the Company
(valued at $20,000) in exchange for 600,000 restricted shares of the Company's
common stock. The investor relations services include researching, editing and
generating a company profile, technical chart analysis, relaying the Company's
business perspectives and distribution of corporate updates, including press
releases.

On January 10, 2003, the Company entered into and agreement with  Y.E.N.N. Asset
Management ("Y.E.N.N."), a private company controlled by a significant
shareholder, for a two and one-half year term, whereby Y.E.N.N. will provide
investment-banking services to the Company (valued at $50,000) in exchange for
1,500,000 restricted shares of the Company's common stock. The consultant will
provide such services and advice to the Company in business development,
business strategy and corporate image. In addition, the consultant will assist
the Company in developing, studying and evaluating acquisition proposals in
North and South America.

1063244 Alberta Ltd., a private company controlled by a significant shareholder,
for a two year term, whereby 1063244 Alberta will provide investor relations
services to the Company (valued at $40,000) in exchange for 800,000 restricted
shares of the Company's common stock. The investor relations individual will
provide such services as researching, editing and generating a company profile,
technical chart analysis, relaying the Company's business perspectives and
distribution of corporate updates, including press releases.

On October 1, 2004, the Company entered into an agreement with Holm Investments
Ltd. ("Holm")a private company controlled by a shareholder, for a three year
term, whereby the private company will provide investor relations services to
the Company (valued at $175,000) in exchange for 1,750,000 restricted shares of
the Company's common stock.

Item 10.  Executive Compensation.

Directors' Compensation.  During the year ended December 31, 2004, the Company
issued 200,000 common shares valued at $14,000 in settlement of directors'
salaries .In addition, the Company has issued 2,500,000 common shares in January
2004 to two directors for outstanding management fees payable at December 31,
2003 in the amount of $50,000. A total of $915 was paid to two directors in
cash.

Stock Based Compensation. During the year ended December 31, 1999, $253,669 in
stock based compensation was recorded in our financial statements.  Stock based
compensation in respect to stock options granted to officers, directors and
employees in 2003 is calculated using the Black-Sholes option pricing model
assuming an expected life of 5 years, a risk-free interest rate of 3% and an
expected volatility of between 205% and 229%. During the year ended December 31,
2003, $364,300 in stock based compensation was recorded in our financial
statements. During the year ended December 31, 2004, $552,100 in stock based
compensation was recorded in our financial statements.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of December 31, 2004, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
                                                Amount and           Percent
                      Name of                   Nature of           of Class
Title of Class    Beneficial Owner             Beneficial Owner    Common Stock
--------------------------------------------------------------------------------
Common Stock    CEDE & Co. (1)                  39,921,993            35.6 %
	        The Depository Trust Co.
		P.O. Box 222 Bowling Green Station
		New York, New York 10274

(1) In 2001, we requested a listing of Non-Objecting Beneficial Owners, commonly
referred to as a NOBO List. According to the NOBO List, there were no holders of
more than 5% of our issued and outstanding shares.

<PAGE>18

Security Ownership by Management.  As of December 31, 2004, our directors,
Robert Klein owned 150,000 shares and Carlton Parfitt owned 100,000 shares for
and aggregate total of 250,000 shares or 0.27% of the common stock outstanding.

Changes in Control.  Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.

During the year ended December 31, 2004, the Company issued 2,700,000 shares to
two directors for outstanding management fees totalling $64,000 and 1,000,000
shares to one employee for outstanding remuneration totalling $20,000.

During the year ended December 31, 2004, companies controlled by significant
shareholders earned $79,500 (2003 - $84,500) pursuant to an investment banking
services contracts.

During the year ended December 31, 2004, a company controlled by an employee
earned $8,332 (2003-$8,332) and companies controlled by significant shareholders
earned $ 20,833 (2003 - $Nil) pursuant to investor relations services contracts.

During the year ended 2004, the Company incurred: (1) $73,500 to a company
controlled by a significant shareholder for consulting fees; (2) $400,000 to a
significant shareholder for consulting fees; and (3) $50,000 to a significant
shareholder for $50,000 for  expenses paid on behalf of the Company.

During the year ended December 31, 2004, the Company incurred expenses for
office rent of $19,713 (2003 - $17,736) and management fees of $9,000 (2003 -
$24,000) to a Company controlled by an employee.

At December 31, 2004 a total of $45,813 (2003 - $42,286) is owing to Avalon for
cash advances.  These advances are non-interest bearing and are being repaid
periodically from the sale of securities held by the Company.

<PAGE>19

At December 31, 2004, the following amounts are due to related parties:

		              2004		 2003
			    -------            -------
Employee	            $ 17,542	      $ 5,753
Significant Shareholder	       5,226	       19,015
	                    --------           -------
	                    $ 22,768 	      $ 24,768
                            ========           ========
All related party transactions are in the normal course of business and are
measured at the exchange amount, which is the amount of consideration
established and agreed to by the related parties.

Future Related Party Transactions. Although we have not yet formally adopted a
policy for the resolution of conflicts regarding related party transactions, we
do anticipate that we will fully disclose any and all related party
transactions, including, but not limited to,

o  disclosing such transactions in prospectus' where required;

o  disclose in any and all filings with the Securities and Exchange
   Commission, where required;

o  obtain uninterested directors consent;

o  obtain shareholder consent where required; and (v) take any and all
   other action required by relevant law and /or our governing documents


Item 13.  Exhibits

a) Exhibits

Exhibit 31.1 - Section 906 Certification of Periodic Report of the Chief
	       Executive Officer-Amended

Exhibit 31.2 - Section 906 Certification of Periodic Report of the Chief
	       Financial Officer-Amended

Exhibit 32.3 - Section 302 Certification of Periodic Report of the Chief
	       Executive Officer-Amended

Exhibit 32.4 - Section 302 Certification of Periodic Report of the Chief
	       Financial Officer-Amended

b) Form 8-K:

(i)  Reports on Form 8-K  dated August 25, 2004 with respect to Amended articles
     of Incorporation; Items 5.03, 8.01 and 9.01.

(ii) Reports on Form 8-K dated October 29, 2005 with respect to acquisition
     Second Chance property; Items 2.01 and 9.01.

(ii) Reports on Form 8-K filed December 1, 2004 with respect to the resignation
     and appointment of directors; Items 5.02 and 9.01.

<PAGE>20

ITEM 14 CONTROLS AND PROCEDURES

(a)	Within 90 days prior to the filing date of this report, with the
participation of the Company's management, the Company's President and Chief
Executive Officer and Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and procedures
in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the President and Chief Executive
Officer and Vice President - Finance and Chief Financial Officer concluded that
the Company's disclosure controls and procedures are effective in providing
reasonable assurance that information required to be disclosed by the Company in
reports that it files under the Exchange Act is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
procedures.

(b) Changes in Internal Controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of the evaluation.

Code of Ethics:

We intend to adopt a code of ethics in 2005 that applies to our principal
executive officer, principal  financial officer, principal accounting officer or
controller, other persons  performing similar functions.  We intend to post the
text of our code of ethics on our website in connection with our "Investor
Relations" materials.  In addition, we intend to promptly disclose (1) the
nature of any amendment to our code of ethics that applies to our principal
executive officer principal  financial officer, principal accounting officer or
controller, other persons  performing similar functions (2) the nature of any
wavier, including an implicit wavier, from a provision of our code of ethics
that is granted to one of these specific officers, the name of such person who
is granted the waiver and the date of the waiver on our web site in the
future.ure.

We do not currently have a code of ethics as this is a new regulatory
requirement and we are examining the various form and contents of other
companies written code of ethics, discussing the merits and meaning of a code of
ethics to determine the best form for our Company.


SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this amended report to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 09, 2005.

				Golden Spirit Mining Ltd.,
				a Delaware corporation

				By:	/s/: R. Klein
					--------------
					Robert Klein
				Its:	President and a Director



In accordance with the Exchange Act, this amended report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

/s/: R. Klein
---------------			May 09, 2005
Robert Klein
President and a Director

/s/: C. Parfitt
----------------		May 09, 2005
Carlton Parfitt
Director

<PAGE>21