UNITED STATES SECURITIES AND EXCHANGE
    COMMISSION


Washington, D.C. 20549




FORM 10-KSB



|           |  |                                                                                             
|---------- |  | --------------------------------------------------------------------------------------------
|(Mark One) |  |                                                                                             
|þ          |  | Annual report pursuant to Section 13 or
    15(d) of the Securities Exchange Act of 1934    
|           |  | For the fiscal year ended December 31,
    2007                                             
|or        
|o          |  | Transition report pursuant to Section 13 or
    15(d) of the Securities Exchange Act of 1934
|           |  | For the transition period
    from                          to                              
|           |  |                                                                                             

GOLDEN SPIRIT ENTERPRISES LTD.


(Exact name of Small Business Issuer as specified in its
charter)


|                                              |  |                                     
|--------------------------------------------- |  | ------------------------------------
|Delaware                                      |  | 52-2132622                          
|(State of incorporation)                      |  | (I.R.S. employer identification no.)
|                                             
|385 52 Avenue, Pointe Calumet, Quebec, Canada |  | J0N 1G4                             
|(Address of principal executive
    offices)  |  | (Zip code)                          

888-488-6882

(Registrants telephone number, including
area code)


|                                                            |  |                                                               
|----------------------------------------------------------- |  | --------------------------------------------------------------
|Securities registered pursuant to Section 12(b) of the Act: |  | Name of Each Exchange on Which Each Class is to be Registered:
|NONE                                                        |  | NONE                                                          





Securities registered under Section 12(g) of the Act:Common Stock Par Value $.0001(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. $ 43.00

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 2007, there were 17,941,294 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

[ ]No



2



GOLDEN SPIRIT ENTERPRISES LTD.

A Delaware corporation



Index to Registration Statement on Form 10-KSB



ITEM NUMBER and CAPTION

PAGE



PART I.



1.  Description of Business

4



1a. Risk Factors

13



2.  Description of Property

15



3.  Legal Proceedings

15



4.  Submission of Matters to a Vote of Security Holders

16



5.  Market Price for the Golden Spirit Enterprises Ltd. Common Equity and

Related Stockholders Matters

16



6.  Management's Discussion and Analysis of Financial Condition and

Results of Operations

20



7.  Financial Statements

F-1



8a.  Controls and Procedures

23



8.  Changes in and Disagreements with Accountants

23



9.  Directors, Executive Officers, Promoters and Control Persons

24



10.  Executive Compensation - Remuneration of Directors and Officers

26



11.  Security Ownership of Certain Beneficial Owners and Management

26



12.  Certain Relationships and Related Transactions

28



13.  Principal Accountant Fees and Services

28



14.  Index to Exhibits

28



SIGNATURES

29



3







THIS REPORT ON FORM 10-KSB IS FOR THE YEAR ENDING DECEMBER 31, 2007.  THE REPORT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN APRIL 2007.  TO THE EXTENT PRACTICABLE, THE DISCLOSURE CONTAINED HEREIN HAS BEEN PREPARED TO SPEAK AS OF DECEMBER 31, 2007. GOLDEN SPIRIT ENTERPRISES LTD. HAS INCLUDED A SECTION BELOW ENTITLED SUBSEQUENT EVENTS WHICH DISCUSSES CERTAIN MATERIAL EVENTS WHICH OCCURRED SUBSEQUENT TO DECEMBER 31, 2007.





PART I



Item 1. Description of Business.



Our Background.



Golden Spirit Enterprises Ltd., formerly Golden Spirit Gaming Ltd., formerly Golden Spirit Mining Ltd., formerly Golden Spirit Minerals 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 541, 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 was "GSML". On July 18, 2005 the Company changed its name to Golden Spirit Gaming Ltd. and the trading symbol was GSGL. On June 30, 2006, the Company changed its name to Golden Spirit Enterprises Ltd. and the trading symbol is currently GSPT.



On August 17, 2005, the Company incorporated Golden Spirit Poker Company Limited, a British Virgin Islands Corporation.  Golden Spirit Gaming Ltd. was issued 10 shares of this Company for consideration of $10.00, representing 100% of the issued capital of Golden Spirit Poker Company Limited.



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.



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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



We had limited success with both our internet activities and our mineral exploration and development activities. In mid 2005, management of the Company decided to focus on online gaming and in June 2006. On June 30, 2006, the Company changed its name and focus from gaming to reflect the Companys plan to expand its operations to include the marketing of other products and venues. The Company will be involved in the development, production, financing and packaging of innovative film and television programming. On September 30, 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006.  The new proposed legislation prohibits banks, credit card companies, money transmitting businesses, and other third-party payment providers from knowingly processing online gaming transactions. Due to this ruling and the negative impact it would have on the Golden Spirit poker website, management decided to discontinue its online gaming operations in 2006. Nominal residual revenues of $43 (2006 - $18,553) were recorded in 2007. The Company will continue to be involved in the development, production, financing and packaging of innovative film and television programming.



CURRENT MARKET CONDITIONS.

We plan to supply low-budget feature films in the   markets served by independent production motion picture companies. We believe that the low-budget feature film industry is the fastest growing area in the  motion picture film industry.



DISTRIBUTION.

We believe that most of our productions will be intended  primarily for foreign and domestic video distribution. However, if a project    tests positively with a research audience, we will seek third party prints and  advertising ("P&A") funds to release the picture theatrically. In such a situation, the third party P&A source would typically receive a first position recoupment lien against box office collection and television receipts, in  addition to a priority position for video revenues. We intend to utilize distribution agreements to maximize revenues and increase collections,  minimizing cash outlay. The areas of distribution, which are cash or personnel intensive (i.e. domestic theatrical or domestic and foreign video) will be

handled by established distributors.



Our Investment in Available for sale securities



(a) Shotgun Energy Corporation



During 2002 the Company sold 120,320 shares of Shotgun Energy Corporation, 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 Shotgun 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 Shotgun totaling $346,053.  During the fourth quarter of 2002, Shotgun issued shares of its common stock from treasury resulting in a significant reduction of the Company's equity interest in Shotgun to approximately 4%.  As a result, the Company reclassified its investment in Shotgun from an equity investment to available-for-sale securities whereby its value is carried at market.



5





During 2003, the Company bought 102,250 shares of Shotgun for $55,786 and sold 118,583 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 $115 which 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 comprehensive loss for the year.



Effective December 31, 2005, the Company recorded an unrealized gain in the carrying value of its available-for-sale securities totaling $1,112 which was recorded as other comprehensive income for the year. As at December 31, 2005, the Company owned 3,450 shares of Shotgun's common stock with a fair value of $1,656.



Effective December 31, 2006, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $569, which was recorded as comprehensive loss for the year. As at December 31, 2006, the Company owned 3,450 shares of Shotgun's common stock with a fair value of $1,087.



During 2007, the Company bought 50,000 shares of Shotgun for $10,215. Effective December 31, 2007, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $3,775, which was recorded as comprehensive loss for the year. As at December 31, 2007, the Company owned 53,450 shares of Shotgun's common stock with a fair value of $7,216.



(b) Legacy Mining Ltd.



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:





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%.



On December 31, 2003, the Companys interest in Legacy was reduced 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.  In October 2005, the Company entered into an agreement to sell its interest in Ester Creek to Legacy for 750,000 shares of Legacys common stock; which increased the Companys ownership in Legacy back up to 9%.  As at December 31, 2006, the carrying value of the Company's investment in Legacy is $1.



During 2007, the Company bought 65,000 shares of Legacy for $45,856 and sold 56,000 shares for net proceeds of $36,260 and realized a gain of $34,424. Effective December 31, 2007, the Company recorded an unrealized gain in the carrying value of its available-for-sale securities totaling $591,304 (2006  unrealized gain of $Nil). As at December 31, 2007, the Company owns 1,272,377 shares of Legacys common stock with a market value of $636,189 (2006 - $1).



Our Film Production and Development Projects



(a) PROJECTS IN POST-PRODUCTION



TALES OF RAIN AND MAGIC  is currently in post-production



Synopsis:

Misty lives with her opera singer grandmother and her orphaned cousin Rain in a charming small town along the banks of a river. Sent by her parents at an early age to study Sichuanese opera with her grandmother, Misty enjoys an idyllic and carefree childhood. At the age of four, she learns that her mother died while taking photographs of a mountain known as Goddess Peak, which begins Mistys fascination with the legend of the same name. She and her cousin Rain spend many happy hours exploring a nearby cave and hoping for a glimpse of the goddess said to inhabit it. Several years later, Misty is distraught to learn of her fathers remarriage. She returns to the cave but instead of finding the goddess, she runs into her great-uncle, who happens to be in the cave taking photographs.  Great-uncle begins teaching Misty the art of photography, just as he taught her mother many years before. Photography brings Misty closer to the memory of her mother, and she soon develops a passion for taking photos.



Grandmothers favorite student is a lovely young girl named Spring. Spring is an aspiring opera singer and an admirer of Mistys older cousin Rain. As Misty reaches adolescence and begins experiencing physical and emotional changes, she also becomes aware of the blossoming romance between Rain and Spring. This presents a problem, for Misty is also secretly in love with her cousin Rain. Her jealously leads her to snap a photo of Spring and Rain in a very compromising position and post it for everyone in the village to see. This act leads to a series of unforeseen consequences that will change Mistys life forever...With its stories of wind and water, rain and magic, love and loss, the film unfolds like a charming fairytale.



7







The Company is pleased to reports that its July, 2007 Reception Gala and World Premiere Screening of the Chinese Feature Film Tales of Rain and Magic was a smashing success, raising over $8,000 CDN for the Greater Vancouver Food Bank Society. The film played to a full capacity audience with standing room only left. The film received an enthusiastic round of applause and overwhelming accolades at the end with many of the guests inquiring as to when it will be in wide release.



Tales of Rain and Magic was also well received when it was recently shown at the Shanghai, Moscow, and Rhode Island Film Festivals.



The Company has acquired from Beijing Dadu Sunshine Film & Culture Co. Ltd., the exclusive distribution rights worldwide, except for Asia, for the film Tales of Rain and Magic.  Under the terms of the License Agreement dated March 23, 2007, the Company will receive twenty-five (25) percent interest of the gross receipts earned from sales in those countries.



As at December 31, 2007, the Company is seeking various avenues to distribute this film



As of December 31, 2007, the Company has spent $ 28,535 on this project.



PROJECTS IN PROGRESS



THE CABIN  is currently in pre-production.



The Company will act as Distributor for this high energy horror film about five beautiful university students who decide to spend a girls only weekend at a remote picturesque rustic cabin only to learn that there is an evil entity lurking in the Cabin that wants them to stay forever and does not intend for them to leave alive.



Synopsis:

The ad simply read; The perfect place. Rustic 19th century log cabin with luxurious 21st century amenities. Historic location. Details upon request. Josie knew right away that this was, as the ad read, the perfect place for the Delta Phi Sister annual study week retreat. A bit unsettling that the ad had mysteriously popped up in the Craigs List Vacation wanted section at the very moment Josie was ready to close the already thoroughly perused daily listings.



The friends decide to make it a girls only getaway, and after some not so gentle persuading of their somewhat promiscuous friend Heather, they all agree and catch a ferry to New Haven Island off the coast of Maine. Unbeknownst to the group, Heather secretly informs her boyfriend and his Omega friends of the location of the remote cabin.



On the ferry ride over, the girls meet a mysterious and slightly creepy old man who gives them a token of protection against what he eerily refers to as The Haunting. He informs the girls that nearly two hundred years ago, an evil coven of witches were burned at the stake by the priests of the Christian church. Their bones were ferried over to New Haven Island and entrusted to a Keeper who built a sanctified burial ground for the bones of the burnt witches and swore an oath of eternal secrecy and protection of the bones to the church. The cabin has, over the centuries, been believed to be the eternal battleground for a mutual and unholy vendetta between the witches and the Christian priests. Undaunted and skeptical, the girls decide to press on, determined that the old guy was more than just a little insane and that the idea of some clash of the spirits is just a little too far fetched. The girls only weekend is shortly crashed by the arrival of the Alpha Omega boys.  Amidst the steam of the hot tub truth or dare sessions, strip shooter games and secret midnight girl swapping, the group discovers a Ouija board amongst the board games left in the cabin and enter themselves into a dangerous game of black magic, revenge and blood sacrifice.



8





The Company has signed an Agreement dated February 15, 2007  to represent The Cabin, a teen-oriented, horror/thriller feature film written by Canadian writers, Keir MacPherson and Kaelen Green. As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. If Golden Spirit decides to use a sub-distributor, sub-agent and/or sub-licensee to sell, license or distribute the Territory Rights to one or more distributors, then Golden Spirit will increase the distribution fee an additional ten percent (10%) provided that the owner gives prior written approval for such an increase.



As of December 31, 2007, the Company has spent $ 3,301 on this project.



THE BROTHERHOOD OF THE PHOENIX  is currently in pre-production.



The Company will act as distributor for this high concept action drama that deals with a CIA operative who is called upon to work with an infamous international arms dealer that he has been tracking for years, in an effort to rescue this daughter from an ultra-radical terrorist group who are demanding to be given the secret plans for a biological weapon of mass distribution in exchange for her freedom.



Synopsis:

When Sabella Phoenix Zahra, the only daughter of infamous, international arms dealer Asim-Abdul Zahra is kidnapped by an ultra-radical terrorist group known as Black Fist, he realizes he has only two choices; give the terrorists the secret plans for a biological weapon of mass destruction that they plan to unleash on the United States and Britain or try and enlist the help of CIA agent Arlen Atkinson, the very man whos been trying to bring him to justice for a decade.



Arlen is woken in the middle of the night by a phone call from Asim, who informs him of the situation, suggesting the two work together in an effort to rescue his daughter while at the same time, eliminating a very real threat to the safety of the United States. Arlen is torn between his desire to bring down this dangerous arms dealer and his sworn duty to faithfully protect the sovereignty of his country from a potentially catastrophic biological attack.  Choosing the lesser of two evils, Arlen contacts longtime friend, Captain Cole Herrick, commander of the ultra-secret anti-terrorism group known as The Nine.



Captain Herrick begins assembling his group of nine operatives from their various assignments around the world and begins the planning and training operations for a covert mission into the heavily fortified Indonesian jungle where Black Fist makes its headquarters. Having mixed feelings about his team being used to help an arms dealer whos long been supplying the very weapons responsible for killing thousands world wide, including some of his own operatives, he informs his team that after the rescue of the girl and the disposal of Black Fist, they will bring Asim to justice.



The team penetrates the heavily guarded jungle fortress with very little resistance and is able to successfully retrieve Sabella quite easily maybe a little too easily. On the way out, however, the team seems to be getting ambushed at every turn and it begins to become more and more apparent that there is a mole among The Nine working for Black Fist.  While deep inside enemy territory and Black Fist aware of their every move, Captain Herrick and The Nine must use every ounce of their training and instinct to get themselves and Sabella out
live. Rick and The Nine must use every ounce of their training and instinct to get themselves and Sabella out alive.



9







The Company has signed an Agreement dated March 15, 2007  to represent The Brotherhood of the Phoenix, a high concept action drama feature film written by Canadian writers, Keir MacPherson, Kaelen Green and May Joan Liu..



As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. If Golden Spirit decides to use a sub-distributor, sub-agent and/or sub-licensee to sell, license or distribute the Territory Rights to one or more distributors, then Golden Spirit will increase the distribution fee an additional ten percent (10%) provided that the owner gives prior written approval for such an increase.



As of December 31, 2007, the Company has spent $ 2,492 on this project.



AMAZING SUPER BUDDIES  is currently in production.



The Company will act as the Producer and Distributor for a 3D Television Series for children known as ASB: Power Force. The entire first series will consist of one pilot and twenty-five episodes, each having a length of twenty-two minutes. The ASB: Power Force Series is intended for distribution in Video/DVD/Television markets worldwide.



Synopsis:

After saving their world from the crystal hunting space villain Gor Vandall and his ravaging robot army, the Power Force are granted permission to explore the Universe on a mission of Knowledge, Peace and Good Times, First stop on their incredible inter-galactic tour is Earth, where the Power Force learn all about the wonders of the World, one country per episode. But all is not what it seems... Little do the Power Force realize that their old nemesis and co-founder, Gor Vandall is still alive and on the hunt! Determined to destroy the order of the Power Force and reunite the lost piece of the Crystal of the Ages, Gor will stop at nothing to attain his objectives. Only their superior skills and teamwork can save the daring buddies for Gor and his all powerful knowledge vacuum as they explore the countries of Earth on their quest for knowledge, peace and good times. More information on the Series and its characters can be seen at www.amazingsuperbuddies.com.



The Company has signed an Agreement dated March 15, 2007 with Amazing Super Buddies Productions Inc. to act as the Producer and Distributor for a 3D Television Series for children known as ASB: Power Force. The entire first series will consist of one pilot and twenty-five episodes, each having a length of twenty-two minutes. In return for advancing $54,000 U.S. to produce the series, the Company will receive a guaranteed fifteen (15) percent interest of gross receipts earned worldwide, inclusive of all character licensing and merchandise sold from the ASB: Power Force Series. In addition, the Company was granted distribution rights for the ASB: Power Force Series and its characters under a joint arrangement with Industry Works Distribution, Inc. The Company and Industry Works Distribution, Inc. will be entitled to a joint distribution fee of fifteen (15) percent of gross receipts identified as sold by the Company and Industry Works Distribution, Inc., as well as five (5) percent of gross receipts sold by other distributors.



As of December 31, 2007, the Company has been advised by ASB that all 26 episodes of the childrens series have been written and the Company is currently talking to various parties to distribute the series.



As of December 31, 2007, the Company has spent $ 56,434 on this project.



10



THE MISTS OF TIME  is currently in pre-production.



The Company will be co-producing this love story to be filmed mainly in Shanghai, China in late 2007 or early 2008. This dramatic film is set during the Japanese occupation of Shanghai.



Synopsis:

Set in the 1930s Shanghai, a train from Harbin steams in, with crowds of Russians and Chinese disembarking.  Amongst them a young ballet dancer named Ninushka.  At the same time a small boat from Hong Kong docks in the harbour.  Mathias, a Chinese-European, visibly unkept crosses the gangway and disappears into the crowd.



Ninushka, the dancer, and Mathias, the illusionist, begin working at La Laterne, a very large, notorious casino and dance club in Shanghai. The elegant Europeans and Chinese are a part of their prestigious clientele.  This is where Ninushka and Mathias meet and fall deeply in love.



The bombing of Shanghai and the Japanese invasion destroy everything that Mathias and Ninushka have, arresting Mathias in the process.  This is the last time that Mathias and Ninushka see each other for a very long time. She continues to appear at La Laterne, refusing to accept his death as long as she hasnt seen his body.



To escape from the occupation, Ninushka decides to accept the offer from the Russian Consulate to return to the motherland.



Sixty years pass and a train arrives in present day Shanghai Station from Moscow, a beautiful, older woman steps off the train. At the same time a boat from Hong Kong arrives in the harbour with Mathias, sixty years older, still dressed in white with his dark rimmed glasses. But this time someone is waiting for him, Ninushka.

History is repeating itself.



The Company has signed a Memorandum of Understanding dated March 23, 2007 with Pentafilms, SARL of France and Beijing Dadu Sunshine Film & Culture Co. Ltd. to co-produce and distribute a film called The Mists of Time. The financial contribution for production by each party, the final percentage of distribution rights, final casting and budget will be determined in the final agreement.



As of December 30, 2007, the Company has spent $ Nil on this project.



Ownership Interests.



The following chart specifies our stock ownership at December 31, 2007:

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

Percent

Entity



Nature of Ownership

Ownership

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

7.0%

Legacy Mining Ltd.



1,272,377 Shares of Common Stock



0.3%

Shotgun Energy Corporation

53,450 Shares of Common Stock

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





11





Employees.



We currently have 3 full-time employees. None of our employees are subject to any collective bargaining agreements.





The Following are Material Subsequent Events (Occurring after December 31, 2007).



Change in Directors

On January 24, 2008, the Company appointed of Jeff Scheive to the Board of Directors. On February 27, 2008 the Company issued 30,000 restricted common shares valued at $3,300 for his current services.  The Company also reports the resignation of Carlton Parfitt from its Board of Directors.  The Company also announced that it has moved its Administrative Office to: 385 52 Ave, Pointe-Calumet ,Quebec JON 1G4.  Fax - 1 888 265 0498: Phone  514- 688 3289.



Termination of agreement

The Company's due diligence process determined that Computainer Systems International Inc. ("CSII") has not been able to deliver the necessary and relevant documents pertaining to the Computainer Shuffle System technology. Hence, the Company has decided on January 25, 2008 that the Agreement dated October 29, 2007 between the Company and CSII is null and void.



Entering into a new agreement

The Company has signed an Agreement dated March 28, 2008 with EnEco Industries Ltd. ("EnEco"), a waste management company that has been in operation for fifteen years, to form an alliance for a renewable energy entity, where Golden Spirit will take majority interest in a series of Municipal Solid Waste (garbage) fueled Recycling and Resource Recovery Plants designed by EnEco. These plants will be in strategically located areas diverting tons of garbage from landfills and drastically reducing greenhouse gas outputs.



The Agreement calls for a joint venture utilizing EnEco's expertise and technology to develop a municipal solid waste (garbage) recycling and biomass derived renewable energy facility.



Golden Spirit and EnEco will build and operate a series of solid waste recycling and biomass derived renewable energy facility with greenhouse and algae subsystems that will utilize our Thermal Oxidation Process System (TOPS) technology to generate electricity for sale to the local power grid.



Further details on the new Golden Spirit - Eneco project can be viewed on our website www.goldenspirit.ws.



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Item 1.A - Risk Factors:



In evaluating the Company, careful consideration should be given to the following risk factors, in addition to the other information included or incorporated by reference in this annual report. In addition, the "Forward-Looking Statements" located in this Form 10-KSB describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference. Each of these risk factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our common stock.





COMPETITION IN THE FILM INDUSTRY.



The business in which we intend to engage in is significantly competitive. Each of our primary business operations is        subject to competition from companies, which, in some instances, have greater production, distribution and capital resources than us. We compete for relationships with a limited supply of facilities and talented creative  personnel to produce our films. We will compete with major motion picture  studios, such as Warner Brothers and The Walt Disney Company, in addition to animation production companies, including Hanna Barbara and Film Roman, for the services of writers, animators, actors and other creative personnel and  specialized production facilities. We also anticipate that we will compete with a large number of United States-based and international distributors of  children's films, including The Walt Disney Company, Warner Brothers, and Nickelodeon in the production of films expected to appeal to international audiences. More generally, we anticipate we will compete with various other leisure-time activities, such as home videos, movie theaters, personal computers and other alternative sources of children's entertainment.



The production and distribution of theatrical productions, television animation, videocassettes and videodisks are significantly competitive businesses, as each competes with the other, in addition to other forms of entertainment and leisure activities, including video games and on-line  services, such as the Internet. There is also active competition among all production companies in these industries for services of producers, directors, actors and others and for the acquisition of literary properties. The increased number of theatrical films released in the United States has resulted in increased competition for theater space and audience attention. Revenues for  film entertainment products depend in part on general economic conditions, but the competitive situation of a producer of films is still greatly affected by the quality of, and public response to, the entertainment product that such producer makes available to the marketplace.



COMPLIANCE WITH GOVERNMENT REGULATION OF THE FILM INDUSTRY.



The following does not purport to be a summary of all present and proposed federal, state and local regulations and legislation relating to the production and distribution  of film entertainment and related products; rather, the following attempts to identify those aspects that could affect our business. Also, other existing legislation and regulations, copyright licensing, and, in many jurisdictions,  state and local franchise requirements, are currently the subject of a variety of judicial proceedings, legislative hearings and administrative and legislative proposals, which could affect, in various manners, the methods in which the industries involved in film entertainment operate.



13





Audiovisual works, such as television programs and motion pictures, are not  included in the terms of the General Agreement on Trade and Tariffs Treaty.  As a result, many countries, including members of the European Union, is able  to enforce quotas that restrict the number of United States produced feature films, which may be distributed in such countries. Although the quotas generally apply only to television programming and not to theatrical exhibitions of motion pictures, there can be no assurance that additional or existing quotas will not be more strictly enforced. Additional or more restrictive quotas or more stringent enforcement of existing quotas could materially or adversely limit our ability to exploit our productions completely.



Voluntary industry embargoes or United States government trade sanctions to  combat piracy, if enacted,    could impact the amount of revenue that we realize  from the international exploitation of our productions. The Motion Picture Industry, including us, may continue to lose an indeterminate amount of revenue

as a result of motion picture piracy. The Code and Ratings Administration of  the Motion Picture Association of America assigns ratings indicating age group suitably for the theatrical distribution for motion pictures. United States  television stations and networks, in addition to foreign governments, impose

additional restrictions on the content of motion pictures, which may restrict, in whole or in part, theatrical or television exhibitions in particular territories. Congress and the Federal Trade Commission are considering, and in the future may adopt, new laws, regulations and policies regarding a wide  variety of matters that may affect, directly or indirectly, the operation,  ownership and profitably of our business.



ACCUMUALTED LOSSES



To date the Company's operations have not generated sufficient operating cash flows to provide working capital for the Company's ongoing overhead, the funding of its lease acquisitions and the exploration and development of these properties. Without adequate financing, the Company may not be able to successfully develop any prospects that it acquires or achieve profitability from its operations in the near future or at all.



From inception to December 31, 2007, we have incurred cumulative net losses of $17,328,957. At December 31, 2007, we had a working capital deficiency of $(342,772) (2006 - $(350,972)).



FINANCING RISKS

Golden Spirit has relied in the past primarily on the sale of equity capital and farm-out and other similar types of transactions to fund working capital and the acquisition of its prospects and related leases.  Failure to generate operating cash flow or to obtain additional financing for the development of the Company's properties could result in substantial dilution of Golden Spirit's property interests, or delay or cause indefinite postponement of further exploration and development of its prospects with the possible loss of such properties.



CONFLICTS OF INTEREST



Certain of the officers and directors of Golden Spirit will also serve as directors of other companies or have significant shareholdings in other companies.  To the extent that such other companies participate in ventures in which Golden Spirit may participate, or compete for prospects or financial resources with Golden Spirit, these officers and directors of Golden Spirit will have a conflict of interest in negotiating and concluding terms relating to the extent of such participation.  In the event that such a conflict of interest arises at a meeting of the board of directors, a director who has such a conflict must disclose the nature and extent of his interest to the board of directors and abstain from voting for or against the approval of such participation or such terms.

In accordance with the laws of the State of Delaware, the directors of Golden Spirit are required to act honestly and in good faith with a view to the best interests of Golden Spirit.  In determining whether or not Golden Spirit will participate in a particular program and the interest therein to be acquired by it, the  directors  will primarily  consider  the degree of risk to which  Golden Spirit may be  exposed  and its financial position at that time.



14







ENFORCEMENT OF LEGAL PROCESS

The two directors of Golden Spirit reside outside the United States and maintain a substantial portion of their assets outside the United States.  As a result it may be difficult or impossible to effect service of process  within the United States upon such persons,  to bring suit in the United States or to enforce,  in the U.S. courts,  any judgment  obtained there against such persons  predicated upon any civil liability provisions of the U.S. federal securities laws.

Foreign courts may not entertain original actions against Golden Spirit's directors or officers predicated solely upon U.S. Federal securities laws.  Furthermore, judgments predicated upon any civil liability provisions of the U.S. Federal securities laws may not be directly enforceable in foreign countries.



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, 2007

December 31, 2006

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

Cash



US $   6,282



US $         7,547

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



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. Golden Spirit Enterprises Ltd. has leased 1250 sq. ft of office space from Holm Investments Ltd. at $2,050 per month for a period of 3 years and has been renewed for an additional 3 years at $2,050 per month. The current tenancy agreement expires August 1, 2008. Golden Spirit Enterprises Ltd.s principal corporate offices are located at 385 52 Avenue, Pointe Calumet, Quebec, Canada, J0N 1G4.





Item 3.Legal Proceedings.



On May 2, 2003, the Company issued 25,000 post reverse-split common 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 and as a result, the Company requested the return of the 25,000 post reverse-split shares. The consultant refused to return the shares; therefore, the Company issued a stop transfer and commenced legal proceedings to recover the shares. The consultant subsequently filed a Statement of Claim against the Company for damages of $53,000 Cdn. On April 29, 2005, the Supreme Court of British Columbia issued a judgment awarding the plaintiff $15,000 Cdn in damages and $7,180 Cdn in costs; however, the 25,000 post reverse-split shares were to be returned to the Company (not yet received).



15





In September 2005, the Company and the plaintiff agreed to payment terms to settle this damage award by a payment of $6,080 Cdn (paid) and a payment schedule of $1,000 Cdn per month for the remaining balance of the judgment commencing December 1, 2005. The $6,080 Cdn payment was made as the result of a bailiffs executed court order on September 28, 2005, which seized the Companys bank account. As of December 31, 2007, no further payments have been made towards the settlement agreement due to the Plaintiffs refusal to sign the order.



On September 28,2005, the Company received notice of a lawsuit from Thomas L. Franklin, a professional poker player formerly under contract with 4KE, for an alleged breach of contract for services rendered based on the original contract between the Company and 4KE dated July 18, 2005.  The Company, 4KE, and certain individuals, are being sued for $967,500, plus interest at the rate of 8% per annum from August 22, 2005, and all costs pertaining to this legal matter.  An attorney in Mississippi has been retained to defend this action and to apply for a dismissal of the case, based on Mississippi being the wrong jurisdiction for this suit and to defend the Company from the claims made by the plaintiff.  As of December 31, 2007, the outcome of this litigation and an estimate of loss are presently not determinable and no provision for loss relating to this lawsuit has been recorded.





Item 4.Submission of Matters to Vote of Security Holders



None



PART II



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



As at December 31, 2005 there were approximately 2,000 holders of the outstanding shares of the Golden Spirit Gaming Ltd.'s $0.0001 par value common stock.  Golden Spirit Gaming 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.  On October 8, 2003, being 6:30 A.M. EST, the Registrant's symbol changed from TWOU to "GSPM". On October 19, 2004, being 6:30 A.M. EST, the Registrant's symbol changed from GSPM to "GSML".



Effective at the opening on July 18th, 2005 the Registrants symbol changed from GSML to GSGL and the CUSIP Number became 38119U 10 1.



Effective at the opening on June 30th, 2006, the Registrants symbol changed from GSGL to GSPT and the CUSIP Number is now 38119N 10 7.

16

According to quotes provided by quotemedia.com, the Golden Spirit Enterprises Ltd.s common stock closed at:



Quarter



High



Low

2005 First Quarter

$0.06

$0.03

2005 Second Quarter

$0.03

$0.01

2005 Third Quarter

$0.03

$0.02

2005 Fourth Quarter

$0.03

$0.01

2006 First Quarter

$0.06

$0.03

2006 Second Quarter

$0.03

$0.01

2006 Third Quarter

$0.03

$0.02

2006 Fourth Quarter

$0.03

$0.01

2007 First Quarter





$0.18



$0.11

2007 Second Quarter



$0.10



$0.31

2007 Third Quarter



$0.10



$0.33

2007 Fourth Quarter



$0.20



$0.33



The Company traded as 2UOnline.com from January 1, 2003 to October 8, 2003, as Golden Spirit Minerals Ltd. from October 9, 2003 to October 18, 2004, as Golden Spirit Mining Ltd. from October 19, 2004 to July 17, 2005 and Golden Spirit Gaming Ltd. from July 18, 2005 to date. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



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 500,000,000 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, 2007, 17,941,294 shares of Golden Spirit Enterprises Ltd. common stock were issued and outstanding.



17



Legacy Mining Ltd. Stock Transfer.



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 held by the shareholder.  We issued a total of 2,199,779 shares of Legacy Mining Ltd.s common stock to our shareholders. These shares were subsequently reverse split on a 2:1 basis. The share of Legacy Mining Ltd. began trading on the OTC:BB on October 30, 2007 under the symbol LEYM.



(1)

2007 Stock Transactions



During the year ended December 31, 2007, the Company issued:



(a)

170,000 post reverse-split options, granted pursuant to the Companys 2006 Stock Incentive and Option Plan were exercised at $0.09 per share for cash proceeds of $15,300.



(b)

1,810,000 post reverse-split options were exercised pursuant to the Companys 2005 and 2006 Stock Incentive and Option Plans, were exercised at $0.09 and $0.10 per share for cash proceeds of  $171,400.



(c)

225,000 post reverse-split shares were issued pursuant to a Private Placement Agreement, for cash  proceeds of  $55,000.



(d)

7,500 post reverse-split shares were issued for consulting services with a fair value of $2,250.



(e) 200,000 restricted common shares valued at $36,000 were issued pursuant to a prepaid services agreement.





(2)

2006 Stock Transactions



During the year ended December 31, 2006, the Company issued:



(a)  906,371 post reverse split common shares on exercise of options granted pursuant to the Companys  2005 and 2006 Stock Incentive and Option Plans at prices ranging from $0.09 per share to $0.54 per share for total proceeds of $293,190 of which $106,900 was received in cash and $186,290 was received by way of settlement of amounts previously owing to the option holders.



(b) 1,666,667 post reverse-split restricted Rule 144 shares of the Companys common stock pursuant to a memorandum of understanding dated

April 4, 2005 with a private corporation in connection with the Niger Property transaction.



(c) 116,667 post reverse-split restricted Rule  144 shares of the Companys common stock with a fair value of $28,000 to two individuals for advisory board and other services.



(e)

972,222 post reverse-split restricted Rule 144 shares of the Companys common stock with a fair value of $192,500 in connection with two prepaid service contracts.



18



(3)

2007 - Stock Options



(a)

The fair value of the common stock options granted during the year was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:



Expected dividend yield0%Risk-free interest rate4.95%Expected volatility136%Expected option life1 year




(b)

During 2007, the Company granted a total of 3,800,000 post reverse split, 5 year common stock options at an exercise prices ranging from $0.10 per share.  The Company recognized stock-based compensation of $228,000 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company.



(c)

The Companys stock option activity (presented on a post reverse split basis) is as follows:



Number of optionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeBalance,December 31, 2005987,222$                0.494.25 yearsGranted during 20061,102,7780.11Exercised during 2006(906,371)0.32Balance,December 31, 20061,183,629$              0.263.08 yearsGranted during 20073,800,0000.10Exercised during 2007(1,980,000)0.10Balance,December 31, 20073,003,629$               0.104.00 years






(4)    2006 - Stock Options



(a)

The fair value of the common stock options granted during the year was measured at the grant date   using the Black-Scholes option pricing model with the following weighted average assumptions:



Expected dividend yield0%Risk-free interest rate4.08%Expected volatility136%Expected option life1 year




19





(b)

During 2006, the Company granted a total of 1,102,778 post reverse split, 5 year common stock options at exercise prices ranging from $0.09 per shares to $0.36 per share.  The Company recognized stock-based compensation of $66,600 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company.



(c)

The Companys stock option activity (presented on a post reverse split basis) is as follows:



Number of optionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeBalance,December 31, 20041,111$              1.083.04 yearsGranted during 20052,008,3330.45Cancelled during 2005(166,667)0.36Exercised during 2005(855,555)0.44Balance,December 31, 2005987,2220.494.25 yearsGranted during 20061,102,7780.11Exercised during 2006(906,371)0.32Balance,December 31, 20061,183,629$              0.263.08 years




On January 27, 2006 and September 11, 2006, the Company filed Registration Statements on Form S-8 to cover a total of 4,800,000 post reverse-split shares of common stock to be granted pursuant to the Companys 2006 Stock Incentive and Option Plan





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.





20





.

Liquidity and Capital Resources.



For the year ended December 31, 2007, we had total assets of $740,556, compared to total assets in 2006 of $52,573. This includes a cash balance of $6,282, compared to $7,547 in 2006.   We have available for sale securities with a fair value of $643,404 as at December 31, 2007, film production & development costs of $90,763 and furniture and equipment of $107.



At December 31, 2007, we had current liabilities of $349,054, which was represented by accounts payable and accrued liabilities of $54,109, due to Shotgun Energy Corporation of 149,605, due to Legacy Mining Ltd. of $656 and $144,684 due to related parties. At December 31, 2006 we had current liabilities of $381,949. The decrease in liabilities was essentially due to an decrease in amounts payable to Shotgun Energy Corporation.  At December 31, 2007, we had a working capital deficiency of $(342,772) (2006 - $(350,972)).



Results of Operations



We realized revenue in 2007 of $43 (2006- $ Nil) and other income of $34,424 (2006-Nil) as the result of a gain on the sale of securities of a related party. In prior years, our revenues from prior businesses totaled $167,406.  During the year ended December 31, 2007 our loss  was $422,958 (2006 - $2,954,033). This decrease in loss was due to a decrease in consulting fees, stock based compensation expenses and a write off of website development costs

relating to our gaming operations.



From inception to December 31, 2007, we have incurred cumulative net losses of $16,467,011 resulting primarily from a write-down and equity loss in Shotgun Energy Corporation (a related party) of $1,707,581, a  $600,000 property option loss as a recorded value of certain restricted shares issued to Legacy Mining Ltd. (a related party  see our Investment in Available for sale securities (b) Legacy Mining Ltd. above) and  general and administrative expenses of $15,118,589, the majority of which is made up of consulting fees and stock based compensation expense totaling $7,306,292.



The cash and equivalents constitute our present internal sources of liquidity. Because we are not generating any significant revenues, our only external source of liquidity is the sale of our capital stock and any advances from officers, directors or shareholders.



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:



·

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

·

payment of undetermined expenses relating to the Eneco venture (see subsequent events section above)



21



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.



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.  Anticipated revenues for the first quarter of 2008 are not expected to be significant.   Therefore, 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 film production and distribution.   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.



22



Item 7.  Financials.



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007 and 2006



PAGEREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
      F-2BALANCE SHEETS
      F-3STATEMENTS OF OPERATIONS
      F-3STATEMENT OF STOCKHOLDERS EQUITY
      F-4-6STATEMENTS OF CASH FLOWS
      F-7NOTES TO FINANCIAL STATEMENTS
      F-8




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

Golden Spirit Enterprises Ltd.

(An Exploration Stage Company)

Vancouver, British Columbia, Canada



We have audited the accompanying balance sheet of Golden Spirit Enterprises Ltd (an development stage company) as of December 31, 2007 and 2006, and the related statements of operations, stockholders deficit, and cash flows for the years then ended and for the cumulative period from September 13, 1993(inception) to December 31, 2007.  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 audit.



We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  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 audit provides a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Spirit Enterprises Ltd. (an development stage company) as of December 31, 2007 and 2006, and the results of its activities and cash flows for the years then ended and for the cumulative period from September 13, 1993 (inception) to December 31, 2007 in conformity with accounting principles generally accepted in the United States.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Companys current liabilities exceed current assets, has incurred significant losses since inception and further losses are anticipated in the exploration and development of its mineral properties, all of which raise substantial doubt about the Companys ability to continue as a going concern.  Managements plans in regards to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/L.L. Bradford & Company, LLC

April 11, 2008

Las Vegas, Nevada



F-2



GOLDEN SPIRIT ENTERPRISES LTD.

( (A development stage company)



CONSOLIDATED BALANCE SHEETS



December 31,December 31,20072006ASSETSCURRENT ASSETSCash$                 6,282$               7,547Sales tax receivable-2,966Prepaids and Deposits-20,464TOTAL CURRENT ASSETS6,28230,977AVAILABLE FOR SALE SECURITIES  related parties643, 4041,087FILM PRODUCTION & DEVELOPMENT COSTS90,763-DUE FROM LEGACY MINING LTD.-20,082FURNITURE AND EQUIPMENT, net of depreciation of $7,038 (2005-$6,718)107427TOTAL ASSETS$              740,556$            52,573LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITESAccounts payable and accrued liabilities$            54,109$             57,020Due to Shotgun Energy Corporation149,605215,054Due to Legacy Mining Ltd.656-Due to related parties144,684109,875TOTAL CURRENT LIABILITIES$              349,054$          381,949COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS EQUITY (DEFICIT)Common stock, $0.0001 par value, 500,000,000 shares authorizedIssued and outstanding:17,941,294 (2006  15,528,624) common shares1,7941,553Additional paid-in capital17,233,95316,726,244Deferred compensation(101,822)(150,490)Deficit accumulated during the development stage(17,328,957)(16,905,999)Accumulated other comprehensive income (loss)586,534(684)TOTAL STOCKHOLDERS EQUITY (DEFICIT)391,502(329,376)TOTAL LIABILITIES AND STOCKHOLDER EQUITY (DEFICIT)$              740,556$            52,573




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



F-3



GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



CONSOLIDATED STATEMENTS OF OPERATIONS



September 13,1993 (inception)Year EndedYear Endedto December 31,December 31, 2007December 31, 20062007REVENUESProcessing fees$                          -$                       -$            98,425Gaming Revenue4318,55318,596Sale of oil and gas interest--47,501Interest income--2,9274318,553167,449COST OF SALESPoker royalties and processing fees3,02527,57630,601GROSS PROFIT (LOSS)(2,982)(9,023)139,848GENERAL AND ADMINISTRATIVE EXPENSESAdvertising and marketing5,2287,43693,895Consulting fees320,6441,848,2457,306,292Depreciation and amortization320100,320132,462Exploration costs--241,754Investor relations650117,370695,153Loss on settlement of debt--302,500Management fees2,1338,433378,447Office and general73,22457,577541,037Poker Sponsorships-52,50052,500Professional fees27,26349,900575,962Travel and accommodation19,51222,232234,291Wages and salaries5,426997245,133Write-off of website development costs-80,000425,682Write-down (recovery) of URL costs--1,571,657Write-down of technology license--2,055,938Write-off of other assets--265,886TOTAL GENERAL AND ADMINISTRATIVE EXPENSES454,4002,345,01015,118,589LOSS BEFORE THE FOLLOWING:(457,382)(2,354,033)(14,981,741)EQUITY LOSS FROM SHOTGUN ENERGY--(1,394,280)WRITE-DOWN OF INVESTMENT IN SHOTGUN ENERGY--(313,301)GAIN/(LOSS) ON SALE OF SECURITIES-RELATED PARTIES34,424-8,246DILUTION GAIN  LEGACY--334,087PROPERTY OPTION LOSS-(600,000)(600,000)MINORITY INTEREST IN LEGACYS LOSS--479,978NET LOSS$             (422,958)$      (2,954,033)$   (16,467,011)BASIC AND DILUTED LOSS PER COMMON SHARE$                   (0.03)$               (0.20)BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES OUTSTANDING16,766,32114,412,320




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

F-4



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



F-7







GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



CONSOLIDATED STATEMENTS OF CASH FLOWS



September 13,Year endedYear ended1993 (inception)December 31,December 31,to December 31,200720062007OPERATING ACTIVITIESNet loss$                 (422,958)$              (2,954,033)$          (16,467,011)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation320100,320132,782Fees and services paid for with shares86,9181,882,5174,983,596Loss on settlement of debt--302,500Stock-based compensation228,00066,6002,208,169Non-cash component of URL write-down--1,214,193Resource property acquisition and exploration costs-600,000763,000Film production and development costs(90,763)-(90,763)Write-down of technology license--2,055,938Write-off of website development costs-80,000206,876Equity loss from Shotgun Energy Corporation--1,394,280Write-down of investment in Shotgun Energy Corporation--313,301(Gain)/Loss on sale of marketable securities(34,424)--(8,246)Dilution gain  Legacy Mining Ltd.--(334,087)Minority interest in Legacy Mining Ltd.s loss--(479,978)Net changes in operating assets and liabilities20,519(32,438)338,477CASH FLOWS USED IN OPERATING ACTIVITIES(212,388)(257,034)(3,467,293)INVESTING ACTIVITIESDeposit--(75,000)Technology license--(135,938)Acquisition of furniture and equipment--(32,696)Website development costs-(100,000)(306,876)Other intangible assets--(5,189)Purchase of securities  related parties(56,071)-(56,071)Net proceeds from sale of securities  related parties35,396-134,866Net cash on disposition of Legacy Mining Ltd.--209,955CASH FLOWS (USED IN) INVESTING ACTIVITIES(20,675)(100,000)(266,949)FINANCING ACTIVITIESIncrease in bank overdraft (repayment)-(52)-Net advances (to)/ from related parties(9,902)257,733697,174Net proceeds on sale of common stock241,700106,9003,043,350CASH FLOWS PROVIDED BY FINANCING ACTIVITIES231,798364,5813,740,524NET (DECREASE) INCREASE IN CASH(1,265)7,5476,282CASH, BEGINNING OF YEAR7,547--CASH , END OFYEAR$                      6,282$                       7,547$                     6,282SUPPLEMENTAL CASH FLOW INFORMATION AND NONCASH INVESTING ANDFINANCING ACTIVITIES(Refer to Note 11)




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



F-8







GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2007AND 2006




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. On July 18, 2005, the Company changed its name to Golden Spirit Gaming Ltd. to reflect managements decision to develop an online gaming business.  The launch of the updated goldenspiritpoker.com website featuring real cash games, in addition to play money games, occurred in January 2006.  By agreement dated July 18, 2005 as amended September 20, 2005 (the Amended Agreement), the Company agreed to acquire 100% of the issued and outstanding common shares of 4 Of A Kind Enterprises (4KE) doing business as EverythingAboutPoker.com for consideration of 1,388,889 post-reverse split restricted shares of the Companys common stock which were placed in trust pending finalization of the agreement.  The parties have agreed to complete this acquisition, subject to satisfactory completion of due diligence (See Note 5), effective March 31, 2006. Effective June 30, 2006, the Company completed a 1 for 18 reverse stock split (refer Note 7) and changed its name to Golden Spirit Enterprises Ltd. to reflect the Companys plan to expand its operations to include the marketing of other products and venues not related to gaming. The Company will be involved in the development, production, financing and packaging of innovative film and television programming.



The consolidated financial statements have been prepared on the basis of a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has incurred losses since inception of $17,328,957 and at December 31, 2007 had a working capital deficiency of $342,772.  The Company and its subsidiaries are in the development stage and further significant losses are expected to be incurred in developing its business.  The recoverability of the carrying value of assets and 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. 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. The Company intends to fund the marketing of its business with both equity financing and joint venture opportunities, although there are no assurances these opportunities will be successful. Accordingly, these factors raise substantial doubt regarding the ability of the Company 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).



Furniture and Equipment

Furniture and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets on a 30% declining balance basis per annum.



Use of Estimates and Assumptions

Preparation of the Companys financial statements in conformity with accounting principles generally accepted in the United Stares requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.  The significant areas requiring managements estimates and assumptions relate to determining the fair value of stock-based compensation, fair value of shares issued for services and the acquisitions and useful lives of long-lived assets.





F-9



GOLDEN SPIRIT ENTERPRISES LTD.

(Formerly Golden Spirit Gaming Ltd.)

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|                          
|--------------------------
|DECEMBER 31, 2007 and 2006





NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Fair Value of Financial Instruments

The Companys financial instruments include cash, receivables, available-for-sale securities, amounts due from Legacy Mining Ltd., accounts payable and accrued liabilities, amounts due to Avalon Energy Corporation, and due to related parties.  Management believes the fair values of these financial instruments approximate their carrying values due to their short-term nature.  The fair value of the Companys available-for-sale securities is estimated based on their market value.



Foreign Currency Translation

The financial statements are presented in United States dollars.  In accordance with Statement of Financial Accounting Standards (SFAS) 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.  Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction 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.



Available For Sale Securities  Related Party

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



Revenue Recognition

The Company recognizes revenue from its online gaming business in accordance with Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition in Financial Statements.  Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is delivered or service is made, and collectibility is reasonably assured.Revenues are earned based on rake splits established in contracts and can vary depending on the agreement with the licensor.  When a player joins a game, they are immediately charged a non-refundable rake fee.  Accordingly, the Company recognizes rake revenue at the time a player joins a game.  In addition, the Company recognizes revenues and costs from its Online Casino once a player loses or gains the wager.  Allowances for non-collection of revenues will be made when collectibility becomes uncertain.



Income Taxes

The Company follows the liability method of accounting for income taxes as set forth in SFAS No. 109 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.On January 1, 2007, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 (FIN No. 48), Accounting for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109(SFAS No. 109). This interpretation introduces a new approach that changes how enterprises recognize and measure tax benefits associated with tax positions and how enterprises disclose uncertainties related to income tax positions in their financial statements. The adoption of FIN 48 will not have a material impact on the Company's consolidated results of operations and financial position.



F-10



GOLDEN SPIRIT ENTERPRISES LTD.

(Formerly Golden Spirit Gaming Ltd.)

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

|                          
|--------------------------
|DECEMBER 31, 2007 and 2006





NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)



Loss per Common Share

The Company computes loss per share in accordance with SFAS No. 128, Earnings per Share which requires presentation of both basic and diluted earnings per share on the face of the statement of operations.  Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period.  Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury method.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Loss per common share figures, as presented, has been restated to reflect the reverse stock split as described in Note 7.



Stock-Based Compensation

On January 1, 2006, the Company adopted the fair value recognition provisions of Financial Accounting Standards Board (FASB) Statement No. 123(R), Share-Based Payment,(SFAS 123R).  Prior to January 1, 2006, the Company accounted for share-based payments under the recognition and measurement provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees(APB 25), and related Interpretations, as permitted by FASB Statement No. 123, Accounting for Stock-Based Compensation(SFAS 123).  In accordance with APB 25, no compensation cost was required to be recognized for options granted to employees that had an exercise price equal to the market value of the underlying common stock on the date of grant.



The Company adopted SFAS 123R using the modified-prospective-transition method.  Under this method, compensation cost recognized for the year ended December 31, 2007 includes: a) compensation cost for all share-based payments granted prior to, but not yet vested as of December 31, 2006, based on the grant-date fair value estimated in accordance with the original provisions of SFAS 123, and b) compensation cost for all share-based payments granted subsequent to December 31, 2005, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R.  In addition, deferred stock compensation related to non-vested options is required to be eliminated against additional paid-in capital upon adoption of SFAS 123R.  The results for the prior periods have not been restated.



The Companys results of operations for the year ended December 31, 2007 were no different than if the Company had not adopted SFAS 123R because (i) all previously granted stock options had fully vested as at December 31, 2005, (ii) all stock options granted during the year ended December 31, 2007 were granted to consultants with the related fair value accounting consistent under SFAS 123 and SFAS 123R, and (iii) the Company did not modify any previously existing stock options.  As a result, no pro forma disclosure of the impact of adopting SFAS 123R has been provided for the year ended December 31, 2007.



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.  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 earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.



Recent Accounting Pronouncements



In September 2006, the FASB issued SFAS No. 157, Fair Value Measures. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements.  SFAS No. 157 does not require any new fair value measurements.  However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning January 1, 2008.  The Company is currently evaluating the impact of adopting SFAS No. 157 but does not expect that it will have a significant effect on its financial position or results of operations.



In September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans.  This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to

NOTE 3  RECENT ACCOUNTING PRONOUNCEMENTS  cont.



recognize changes in that funded status in the year in which the changes occur through comprehensive income.  SFAS No. 158 is effective for fiscal years ending after December 15, 2006.  The adoption of this statement did not have a significant effect on the Companys financial position or results of operations..



In September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements.  SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors.  SAB No. 108 is effective for interim periods ending after November 15, 2006.  The Company is currently evaluating the impact of adopting SAB No. 108 but does not expect that it will have a significant effect on its financial position or results of operations.



In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115. The fair value option permits entities to choose to measure eligible financial instruments at fair value at specified election dates. The entity will report unrealized gains and losses on the items on which it has elected the fair value option in earnings. SFAS 159 is effective beginning in fiscal year 2008. The Company is currently evaluating the effect of adopting SFAS 159, but does not expect it to have a material impact on its results of operations or financial condition.



In December 2007, the SEC issued Staff Accounting Bulletin (SAB) 110 Share-Based Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14, Share-Based Payment, of the Staff Accounting Bulletin series. Question 6 of Section D.2 of Topic 14 expresses the views of the staff regarding the use of the simplified method in developing an estimate of the expected term of plain vanilla share options and allows usage of the simplified method for share option grants prior to December 31, 2007. SAB 110 allows public companies which do not have historically sufficient experience to provide a reasonable estimate to continue use of the simplified method for estimating the expected term of plain vanilla share option grants after December 31, 2007. SAB 110 is effective January 1, 2008. The Company currently uses the simplified method to estimate the expected term for share option grants as it does not have enough historical experience to provide a reasonable estimate. The Company will continue to use the simplified method until it has enough historical experience to provide a reasonable estimate of expected term in accordance with SAB 110. The Company does not expect SAB 110 will have a material impact on its balance sheets, statements of operations and cash flows.



In December 2007, the Financial Accounting Standards Board (FASB) issued Statement No. 141R, Business Combinations, and Statement No. 160, Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. Statement No. 141R modifies the accounting and disclosure requirements for business combinations and broadens the scope of the previous standard to apply to all transactions in which one entity obtains control over another business. Statement No. 160 establishes new accounting and reporting standards for non-controlling interests in subsidiaries. The Company will be required, if applicable, to apply the provisions of the new standards in the first quarter of 2009. Early adoption is not permitted for these new standards.



F-11



NOTE 3  AVAILABLEFOR-SALE SECURITIES  RELATED PARTY



The Company owns common shares of Shotgun Energy Corporation (Shotgun), a public company with directors and significant shareholders in common, that does not represent a position of control of or significant influence over Shotgun.  During 2007 the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totalling $3,775  (2006  unrealized loss of $569), which was recorded as other comprehensive income (loss).  As at December 31, 2007, the Company owns 53,450 shares of Shotguns common stock with a market value of $7,216 (2006 - $1,087).





NOTE 3  AVAILABLEFOR-SALE SECURITIES  RELATED PARTY  cont.



The Company owns common shares of Legacy Mining Ltd (Legacy), a public company with directors and significant shareholders in common, that does not represent a position of control of or significant influence over Legacy.  During 2007 the Company recorded an unrealized gain in the carrying value of its available-for-sale securities totalling $590,993 (2006  unrealized gain of $Nil). As at December 31, 2007, the Company owns 1,272,377 shares of Legacys common stock with a market value of $636,189 (2006 - $1).





`NOTE 4  RESOURCE PROPERTIES



Second Chance Claims

On October 10, 2004, the Company entered into an agreement with Lee Holland (Holland), to acquire from Holland a 90% ownership of the Second Chance claims (the Claims) located in the Ester Creek area of Alaska for: (i) $2,000 plus 100,000 restricted Rule 144 shares of common stock valued at $6,000; (ii) $2,000 per month between November 10, 2004 and February 10, 2005 for a total of $8,000. Under the terms of the agreement, Holland retained a 10% non-assessable interest in the Claims.



On October 11, 2005, the Company entered into an agreement with Legacy Mining Ltd. (Legacy), a company with directors in common, whereby the Company sold its full 90% ownership interest of Ester Creek area claims including the Second Chance claims in exchange for 750,000 restricted shares of Legacys common stock valued at $1. On October 30, 2007, Legacy Mining Ltd. became a publicly traded company.



Niger Property

On April 4, 2005, the Company signed a memorandum of understanding with a private corporation to acquire a Uranium Concession on the African Continent.  The Company paid a Cdn $5,000 fee to a third party to commence the process of acquiring a thirty (30) year prospecting permit from the Niger Ministry of Mines.  The Company also agreed to issue 1,666,667 post reverse-split non-refundable restricted Rule 144 common shares upon signing the memorandum, and issue a further 3,888,889 post reverse-split restricted Rule 144 common shares and pay an additional Cdn $5,000 once the Ministry of Mines issues the Prospecting Permit.  As at December 31, 2006, the prospecting permit has not been issued.  During 2006, the Company issued the 1,666,667 non-refundable post reverse-split shares with a value of $600,000. In accordance with the memorandum of understanding, the Company was  to attain a Prospecting Permit from the African Government. The Company has been unable to attain the permit and management has decided to abandon the project, resulting in a charge to operations of $600,000 in 2006.



F-12



NOTE 5  ONLINE GAMING BUSINESS DEVELOPMENT



On September 30, 2006, Congress passed the Unlawful Internet Gambling Enforcement Act of 2006 . The new proposed legislation prohibits banks, credit card companies, money transmitting businesses, and other third-party payment providers from knowingly processing online gaming transactions. Due to this ruling and the negative impact it would have on the Golden Spirit poker website, management decided to discontinue its online gaming operations in 2006. Nominal residual revenues of $43 (2006 - $18,553) were recorded in 2007.





NOTE 6  FILM PRODUCITON AND DEVELOPMENT COSTS



Film Production and development costs at December 31, 2007 are made up as follows:



|                               |  |                     |                          |                            |                          
|------------------------------ |  | ------------------- | ------------------------ | -------------------------- | -------------------------
|                               |  | Gross Cost          | Accumulated amortization | Net Cost
December 31, 2007 | Net Cost
December31, 2006
|                               |  |                     |                          |                            |                          
|Acquired films and film rights |  | $          84,970   | $  -                     | $          84,970          | $                     -  
|Films in progress              |  | 5,793               | -                        | 5,793                      | -                        
|                               |  |                     |                          |                            |                          
|                               |  | $            90,763 | $  -                     | $            90,763        | $                     -  





Acquired Films and Film Rights



The Company has acquired from Beijing Dadu Sunshine Film & Culture Co. Ltd., the exclusive distribution rights worldwide, except for Asia, for the film Tales of Rain and Magic.  Under the terms of the License Agreement dated March 23, 2007, the Company will receive twenty-five (25) percent interest of the gross receipts earned from sales in those countries. Tales of Rain and Magic portrays a young girls coming of age, and of the psycho-logical and physiological changes that she encounters along the way to adulthood. As of December 31, 2007, the Company has spent $ 28,535 on this project.

The Company has signed an Agreement dated March 15, 2007 with Amazing Super Buddies Productions Inc. to act as the Producer and Distributor for a 3D Television Series for children known as ASB: Power Force. In return for advancing $54,000 U.S. to produce the series, the Company will receive a guaranteed fifteen (15) percent interest of gross receipts earned worldwide, inclusive of all character licensing and merchandise sold from the ASB: Power Force Series. As of Dectember 31, 2007, the Company has spent $56,434 on this project.



Films in progress



The Company has signed an Agreement dated February 15, 2007  to represent The Cabin, a teen-oriented, horror/thriller feature film . As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. As of December 31, 2007, the Company has spent $ 3,301 on this project.



The Company has signed an Agreement dated March 15, 2007  to represent The Brotherhood of the Phoenix, a high concept action drama feature film. As distributor of the film, Golden Spirit will receive a fee of twenty-five percent (25%) from the gross amounts of all sales or distribution deals made internationally and twenty percent (20%) from the gross amounts of all sales or distribution deals made in the United States. As of December 31, 2007, the Company has spent $ 2,492 on this project.



The Company has signed a Memorandum of Understanding dated March 23, 2007 with Pentafilms, SARL of France and Beijing Dadu Sunshine Film & Culture Co. Ltd. to co-produce and distribute a film called The Mists of Time. The financial contribution for production by each party, the final percentage of distribution rights, final casting and budget will be determined in the final agreement. As of December 31, 2007, the Company has spent $ Nil on this project.



F-13



NOTE 7  DEFERRED COMPENSATION



The Company has recorded the prepaid amounts for consulting and management services contracts paid for by issuance of shares of common stock as deferred compensation as follows:



a)

On June 15, 2005, the Company entered into an agreement with Palisades Financial Ltd. (Palisades), a private company controlled by a significant shareholder, with a two-year term, whereby Palisades will provide investment-banking services to the Company (valued at $60,000) in exchange for 166,666 post reverse-split restricted shares of the Companys common stock.  To December 31, 2007, a total of $60,000 (December 31, 2006 - $46,250) has been expensed.



b)

On July 12, 2005, the Company entered into the SSL Agreement with Arc2.  Under the terms of the SSL Agreement, Arc2 will build and operate the Companys online gaming website in connection with which Arc2 will license to the Company Arc2s software utilized for the operation of online gaming.  Upon the signing of the SSL Agreement, the Company issued 5,555,556 post reverse-split (valued at $2,000,000) Rule 144 restricted shares of its common stock to Arc2 and its designees as payment for the marketing and management services to be provided over the 3-year term of the Agreement .  To December 31, 2007, a total of $2,000,000 (December 31, 2006 - $2,000,000) has been expensed.



c)

On October 1, 2004, the Company entered into agreements with Holm Investments Ltd. (Holm) a private company controlled by a shareholder, for a three-year term, whereby Holm will provide investor relations services to the Company (valued at $175,000) in exchange for 97,222 post reverse-split restricted shares of the Companys common stock. The investor relations 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.  To December 31, 2007, a total of $175,000 (December 31, 2006 - $175,000) has been expensed.



d)

On June 2, 2006, the Company entered into an agreement with a consultant, for a three-year term, whereby the consultant will provide consulting services to the Company (valued at $110,000) in exchange for 555,556 post reverse-split shares of the Companys common stock.  To December 31, 2007, a total of $58,058 (December 31, 2006 - $21,390) has been expensed.



e)

On June 2, 2006, the Company signed an agreement with an effective date of October 1, 2005 with a consultant, for a three-year term, whereby the consultant will provide services to the Company (valued at $82,500) in exchange for 416,667 post reverse-split shares of the Companys common stock.  To December 31, 2007, a total of $61,875 (December 31, 2006 - $34,370) has been expensed.



f)

On August 15, 2007, the Company entered into an agreement with Palisades Financial Ltd. (Palisades), a private company controlled by a significant shareholder, with a two-year term, whereby Palisades will provide investment-banking services to the Company (valued at $36,000) in exchange for 200,000 post reverse-split restricted shares of the Companys common stock.  To December 31, 2007, a total of $6,750 has been expensed.



F-14



NOTE 8  CAPITAL STOCK



The Companys capitalization is 500,000,000 common shares with a par value of $0.0001 per share.  No preferred shares have been authorized.



On June 1, 2006, the Company announced a one for eighteen (1:18) reverse stock split of all of the Companys outstanding common stock without any change in par value for the shares of common stock.  The capitalization of 500,000,000 shares with a par value of $0.0001 per share remains the same after the reverse stock split.  Shareholder approval was obtained to affect the reverse stock split and on June 6, 2006 the Company filed a certificate with the Secretary of State of Delaware authorizing the 1:18 reverse stock split.  The reverse stock split became effective June 30, 2006.  All previous references to shares of common stock and weighted average common shares outstanding have been restated to give affect to the 1:18 reverse stock split unless otherwise stated.



(1)

2007 Stock Transactions

During the year ended December 31, 2007, the Company issued:



(a) 170,000 post reverse-split options, granted pursuant to the Companys 2006 Stock Incentive and Option Plan,
were exercised at $0.09 per share for cash proceeds of $15,300.



(b 1,810,000 post reverse-split options were exercised pursuant to the Companys 2005 and 2006 Stock Incentive and  Option Plans, were exercised at $0.09 and $0.10 per share for        cash proceeds of $171,400.



(c) 225,000 post reverse-split shares were issued pursuant to a Private Placement Agreement, for cash proceeds of $55,000.



(d) 7,500 post reverse-split shares were issued for consulting services with a fair value of $2,250.



(e) 200,000 restricted common shares valued at $36,000 were issued pursuant to a prepaid services agreement.

(2)

2006 Stock Transactions

During the year ended December 31, 2006, the Company issued:



(a)

906,371 post reverse split common shares on exercise of options granted pursuant to the Companys 2005 and 2006 Stock Incentive and Option Plans at prices ranging from $0.09 per share to $0.54 per share for total proceeds of $293,190 of which $106,900 was received in cash and $186,290 was received by way of settlement of amounts previously owing to the option holders.

(b)

1,666,667 post reverse-split restricted Rule 144 shares of the Companys common stock pursuant to a memorandum of understanding dated April 4, 2005 with a private corporation in connection with the Niger Property transaction (Refer to Note 4).

(c)

116,667 post reverse-split restricted Rule 144 shares of the Companys common stock with a fair value of $28,000 to two individuals for advisory board and other services.

(d)

972,222 post reverse-split restricted Rule 144 shares of the Companys common stock with a fair value of $192,500 in connection with two prepaid service contracts (refer to Note 6).



(3)

2007 - Stock Options



(a)

The fair value of the common stock options granted during the year was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:



Expected dividend yield0%Risk-free interest rate4.95%Expected volatility136%Expected option life1 year


(b)

During 2007, the Company granted a total of 3,800,000 post reverse split, 5 year common stock options at an exercise prices ranging from $0.10 per share.  The Company recognized stock-based compensation of $228,000 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company.



F-15



NOTE 8  CAPITAL STOCK  cont.



(c)

The Companys stock option activity (presented on a post reverse split basis) is as follows:



Number of optionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeBalance, December 31, 2005987,222$             0.494.25 yearsGranted during 20061,102,7780.11Exercised during 2006(906,371)0.32Balance, December 31, 20061,183,629$              0.263.08 yearsGranted during 20073,800,0000.10Exercised during 2007(1,980,000)0.10Balance, December 31, 20073,003,629$                0.104.00 years




(4) 2006 - Stock Options



(a)The fair value of the common stock options granted during the year was measured at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:



Expected dividend yield0%Risk-free interest rate4.08%Expected volatility136%Expected option life1 year






(b)During 2006, the Company granted a total of 1,102,778 post reverse split, 5 year common stock options at exercise prices ranging from $0.09 per shares to $0.36 per share.  The Company recognized stock-based compensation of $66,600 in accordance with SFAS 123R which represented the fair value of stock options granted to consultants in exchange for services rendered to the Company.



(c)(The Companys stock option activity (presented on a post reverse split basis) is as follows:



Number of optionsWeighted Average Exercise PriceWeighted Average Remaining Contractual LifeBalance, December 31, 20041,111$              1.083.04 yearsGranted during 20052,008,3330.45Cancelled during 2005(166,667)0.36Exercised during 2005(855,555)0.44Balance, December 31, 2005987,2220.494.25 yearsGranted during 20061,102,7780.11Exercised during 2006(906,371)0.32Balance, December 31, 20061,183,629$              0.263.08 years




On January 27, 2006 and September 11, 2006, the Company filed Registration Statements on Form S-8 to cover a total of 4,800,000 post reverse-split shares of common stock to be granted pursuant to the Companys 2006 Stock Incentive and Option Plan



F-16



NOTE 9  RELATED PARTY TRANSACTIONS



During 2007, companies controlled by significant shareholders earned $20,500 (2006 - $30,000) pursuant to investment banking services contracts (refer to Note 7).



During 2007, private companies controlled by significant shareholders earned $Nil (2006 - $102,090) pursuant to investor relations services contracts (refer to Note 7).



During 2007, the Company paid $2,133 (2005 - $8,433) to two directors for management fees.



During 2007, the Company incurred expenses for office rent of $22,417 (2006 - $22,171) to a private company controlled by a significant shareholder.



At December 31, 2007, a total of $149,605 (December 31, 2006 - $212,054) was owing to Shotgun Energy Corporation, a public company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.



At December 31, 2007, a total of $656 (December 31, 2006  (($20,082)) was owing to Legacy Mining Ltd. (Legacy), a company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.



The following amounts are due to related parties at:

|                         |                   |                     
|------------------------ | ----------------- | --------------------
|                         | December 31, 2007 | December 31, 2006   
|                         |                   |                     
|Significant shareholders | $         144,684 | $            109,875



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.





NOTE 10  COMMITMENTS AND CONTINGENCIES



On May 2, 2003, the Company issued 25,000 post reverse-split common 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 and as a result, the Company requested the return of the 25,000 post reverse-split shares.  The consultant refused to return the shares; therefore, the Company issued a stop transfer and commenced legal proceedings to recover the shares.  The consultant subsequently filed a Statement of Claim against the Company for damages of $53,000 Cdn.  On April 29, 2005, the Supreme Court of British Columbia issued a judgment awarding the plaintiff $15,000 Cdn in damages and $7,180 Cdn in costs; however, the 25,000 post reverse-split shares were to be returned to the Company (not yet received).In September 2005, the Company and the plaintiff agreed to payment terms to settle this damage award by a payment of $6,080 Cdn (paid) and a payment schedule of $1,000 Cdn per month for the remaining balance of the judgment commencing December 1, 2005.  The $6,080 Cdn payment was made as the result of a bailiffs executed court order on September 28, 2005, which seized the Companys bank account.  No further payments have been made towards the settlement agreement due to the Plaintiffs refusal to sign the order.



On September 28,2005, the Company received notice of a lawsuit from Thomas L. Franklin, a professional poker player formerly under contract with 4KE, for an alleged breach of contract for services rendered based on the original contract between the Company and 4KE dated July 18, 2005.  The Company, 4KE, and certain individuals, are being sued for $967,500, plus interest at the rate of 8% per annum from August 22, 2005, and all costs pertaining to this legal matter.  An attorney in Mississippi has been retained to defend this action and to apply for a dismissal of the case, based on Mississippi being the wrong jurisdiction for this suit and to defend the Company from the claims made by the plaintiff.  The outcome of this litigation and an estimate of loss are presently not determinable and no provision for loss relating to this lawsuit has been recorded.





As of August 1, 2000, Golden Spirit Enterprises Ltd.. has leased 1250 sq. ft of office space from Holm Investments Ltd. at $1,000 per month for a period of 3 years and has been renewed for an additional 3 years at $2,050 per month. The current tenancy agreement expires August 1, 2008.



F-17



NOTE 11  INCOME TAXES



As of December 31, 2007, the Company had net operating loss carryforwards of approximately $17,330,000 that may be available to reduce future years' taxable income and will expire between the years 2008 - 2027.  Availability of tax losses 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.



The actual income tax provisions differ from the expected amounts calculated by applying the federal income tax statutory rate to the Companys loss before income taxes. The components of these differences are as follows:



Year ended
    December 31, 2007Year ended
    December 31, 2006Loss before income taxes$            (422,958)$     (2,954,033)Combined federal and state corporate tax rate42.7%42.7%Expected tax expense (recovery)(180,000)(1,261,000)Non-deductible stock based compensation97,00028,000Change in vaulation allowance(83,000)1,233,000Income tax provision$                         -$                       -




The Companys tax-effected deferred income tax assets and liabilities are estimated as follows:



20072006Non-capital loss carry forwards$7,273,000$7,190,000Valuation allowance(7,273,000)(7,190,000)Net deferred tax asset$-$-




F-18



NOTE 12  SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES



Cash paid during the nine months ended December 31, 2007 and 2006 for:20072006Interest$                 -$                 -Income taxes$                 -$                 -




During the year ended December 31, 2007:



The Company issued 200,000 restricted common shares with a fair value of $36,000 for prepaid consulting service agreements. The Company also received proceeds on the exercise of certain stock options totalling $186,700. The Company issued 7,500 restricted shares valued at $2,250 for a consulting services agreement. The Company issued 225,000 restricted shares for proceeds of $55,000 pursuant to two private placement agreements







NOTE 12  SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES  (continued)



During the year ended December 31, 2006:



The Company issued 972,222 post reverse-split restricted common shares with a fair value of $192,500 for prepaid consulting service agreements, 116,667 post reverse-split restricted common shares with a fair value of $28,000 for advisory board and other services and 1,666,667 post reverse-split restricted common shares with a fair value of $600,000 in connection with Niger property acquisition.  The Company also received proceeds on the exercise of certain stock options totalling $186,290 by way of settlement of amounts previously owing.





NOTE 13  SUBSEQUENT EVENTS



Change in Directors



On January 24, 2008, the Company appointed of Jeff Scheive to the Board of Directors. On February 27, 2008 the Company issued 30,000 restricted common shares valued at $3,300 for his current services.  The Company also reports the resignation of Carlton Parfitt from its Board of Directors.  The Company also announced that it has moved its Administrative Office to: 385 52 Ave, Pointe-Calumet ,Quebec JON 1G4.  Fax - 1 888 265 0498: Phone  514- 688 3289.



Termination of agreement



The Company's due diligence process determined that Computainer Systems International Inc. ("CSII") has not been able to deliver the necessary and relevant documents pertaining to the Computainer Shuffle System technology. Hence, the Company has decided on January 25, 2008 that the Agreement dated October 29, 2007 between the Company and CSII is null and void.



Entering into a new agreement



The Company has signed an Agreement dated March 28, 2008 with EnEco Industries Ltd. ("EnEco"), a waste management company that has been in operation for fifteen years, to form an alliance for a renewable energy entity, where Golden Spirit will take majority interest in a series of Municipal Solid Waste (garbage) fueled Recycling and Resource Recovery Plants designed by EnEco. These plants will be in strategically located areas diverting tons of garbage from landfills and drastically reducing greenhouse gas outputs.



The Agreement calls for a joint venture utilizing EnEco's expertise and technology to develop a municipal solid waste (garbage) recycling and biomass derived renewable energy facility.



Golden Spirit and EnEco will build and operate a series of solid waste recycling and biomass derived renewable energy facility with greenhouse and algae subsystems that will utilize our Thermal Oxidation Process System (TOPS) technology to generate electricity for sale to the local power grid .

F-19



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.





ITEM 8A.CONTROLS AND PROCEDURES





EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES



Disclosure Controls and Procedures



We maintain a system of internal and disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e)) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and our Chief Financial Officer they have concluded that, as of the evaluation date, our disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to us required to be included in our reports filed or submitted under the Exchange Act.



Internal Controls Over Financial Reporting



Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2007. Further, this evaluation did not identify any significant changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this Annual Report.



23



Changes In Internal Controls



No changes in the Company's internal controls over financial reporting occurred during the period ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



Code of Ethics



We intend to adopt a code of ethics in 2008 that applies to our principle executive officer, principal financial officer, principle 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 principle executive officer principal  financial officer, principle 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.



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.





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.



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



Name and Address

Age

Position



Date of Appointment

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



Robert Klein



60     President & Director

March 16, 2001

.

Jeff Scheive

23    Secretary/Treasurer & Director



January 24, 2008



The chart above specifies Golden Spirit Enterprises Ltd.s current officers and directors.



24





All directors of the Company hold office until the next annual meeting or until their successors have been elected and qualified.  All officers serve at the discretion of the Board of Directors.



On January 24, 2008, the Registrant accepted the resignation of Carlton Parfitt as Secretary, Treasurer, Director and Chief Financial Officer of the Company. The resignation was not motivated by a disagreement with the Company on any matter relating to the Company's operations, policies or practices.



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.



Jeff Scheive is a Real Estate Developer with a college degree from Bois de Boulogne in Montreal.



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).





25



Transactions with Promoters.



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.



On August 15, 2007, the Company entered into an agreement with Palisades Financial Ltd. (Palisades), a private company controlled by a significant shareholder, with a two-year term, whereby Palisades will provide investment-banking services to the Company (valued at $36,000) in exchange for 200,000 post reverse-split restricted shares of the Companys common stock.



Item 10.  Executive Compensation.



Directors' Compensation: A total of $2,133 (2006-$8,433) was paid to two directors in cash for the year ended December 31, 2007.



Stock-based Compensation. During the year ended December 31, 2007, $228,000 (2006-$66,000) in stock-based compensation was recorded in our financial statements.  Stock-based compensation is an estimate of the intrinsic value placed in respect to stock options granted to officers, directors, employees and an estimate of the fair value of stock options granted to consultants using the Black-Scholes option pricing model. We do expect further stock-based compensation in 2008.



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, 2007, 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.









Name of

Amount & Nature of

Percent of Class

Title of Class

Beneficial Owner

Beneficial Owner

Common Stock

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

Common Stock

CEDE & Co. (1)



12,336,461

68.7.6 %



The Depository Trust Co.

P.O. Box 222 Bowling Green Station

New York, New York 10274





Carlton Parfitt



5,556

.03 %

9560 Parksville Drive





Richmond, BC V7E 4M9

Director until January 24, 2008



Robert Klein

278

.01 %

429 West 41st Avenue





Vancouver, BC V5Y 2S6

President & Director



Jeff Scheive



30,000

.17%

7160, Rue Saint-Denis,



Montreal, Quebec, H2R Z3Z

Secretary & Treasurer

Directors as a group

35,834

.21%





26







(1) In 2008, 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.



Security Ownership by Management.  As above, at December 31, 2007, our directors, Robert Klein owned 278 shares and Carlton Parfitt owned 5,556 shares and Jeff Scheive owned 30,000 for and aggregate total of 35,834 shares or 0.21% 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 2007, companies controlled by significant shareholders earned $20,500 (2006 - $30,000) pursuant to investment banking services contracts.



During 2007, private companies controlled by significant shareholders earned $Nil (2006 - $102,090) pursuant to investor relations services contracts.



During 2007, the Company paid $2,133 (2006 - $8,433) to two directors for management fees.



During 2007, the Company incurred expenses for office rent of $22,417 (2006 - $22,171) to a private company controlled by a significant shareholder.



At December 31, 2007, a total of $149,605 (December 31, 2006 - $212,054) was owing to Shotgun Energy Corporation, a public company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.



At December 31, 2007, a total of $656 (December 31, 2006  (($20,082)) was owing to Legacy Mining Ltd. (Legacy), a company with common directors and officers, for cash advances. This amount is unsecured, non-interest bearing and has no specified terms of repayment.



The following amounts are due to related parties at:

|                         |                   |                     
|------------------------ | ----------------- | --------------------
|                         | December 31, 2007 | December 31, 2006   
|                         |                   |                     
|Significant shareholders | $         144,684 | $            109,875



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,

·

disclosing such transactions in prospectus' where required;

·

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

·

obtain uninterested directors consent;

·

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



27









Item 13. Principal Accountant Fees and Services

1. Audit Fees: Aggregate fees billed for each of the last two (2) fiscal years for professional services rendered by the principal accountant for the audit of the annual financial statements and review of financial statements included on Form 10-KSB:



2006: $16,500

2007: $31,500



2. Audit-Related Fees: Aggregate fees billed in each of the last two (2) fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported previously.



2006: $0

2007: $0



3.
Tax Fees: Aggregate fees billed in each of the last two (2) fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.



2006: $0

2007: $0

4. All Other Fees: Aggregate fees billed in each of the last two (2) fiscal years for products and services provided by the principal accountant, other than the services previously reported.



2006: $0

2007: $0



5. Audit Committee Pre-Approval Procedures. The Board of Directors has not, to date, appointed an Audit Committee.



.Item 14.  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:



November 11, 2007  Regarding entrty into a definitive agreement.





28





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 April 15, 2008.



Golden Spirit Enterprises Ltd.,

a Delaware corporation



By:

/s/:

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

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

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

April 15, 2008

Robert Klein

President and a Director



/s/: J. Scheive

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

April 15, 2008

Jeff Scheive

Director





29