Golden Star Enterprises Ltd. - Quarter Report: 2010 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 10-Q


(Mark One)
[ X ]	Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the quarterly period ended September 30, 2010

[ ]	Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

	For the transition period from to

Commission File Number: 0001073262

Golden Spirit Enterprises Ltd.

(Exact name of small business issuer as specified in it’s charter)

Delaware

(State or other jurisdiction of incorporation or organization)

52-2132622
(I.R.S. Employer Identification No.)

1802 Goya Street, Jonquiere

Quebec, Canada, G7Z 1C3

(Address of principal executive offices)

514-688-3289

(Issuer’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ]Yes[ ]No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

-1-

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X] No

APPLICABLE ONLY TO CORPORATE ISSUERS

On October 31, 2010 there were 36,567,024 shares outstanding of the issuer’s common stock.

INDEX	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheet as of September 30, 2010 (Unaudited) and December 31, 2009	F-1
Statements of Operations (Unaudited) For the Three Months Ended September 30, 2010 and 2009, and the Period from September 13, 1993 (Inception)through September 30, 2010	F-2
Statements of Cash Flows (Unaudited) For the Three Months Ended September 30, 2010 and 2009, and the Period from September 13, 1993 (Inception) through September 30, 2010	F-3
Notes To Financial Statements (Unaudited)	F-4
Item 2. Management's Discussion and Analysis or Plan of Operation	3
Item 3. Quantitative and Qualitative Disclosures About Market Risk	8
Item 4T. Controls and Procedures	9
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	9
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3. Defaults Upon Senior Securities	11
Item 4. Submission of Matters to a Vote of Security Holders	11
Item 5. Other Information	11
Item 6. Exhibits	11
SIGNATURES	12

-2-

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

CONSOLIDATED BALANCE SHEETS


	September 30,
	2010	December 31,
	(unaudited)	2009

ASSETS
CURRENT ASSETS
Cash	$ 383		$ 1,223
Accounts receivable	-		3,076

TOTAL CURRENT ASSETS	383		4,299

AVAILABLE FOR SALE SECURITIES – related parties	13,429		53,716
FILM PRODUCTION & DEVELOPMENT COSTS DUE FROM LEGACY WINE & SPIRITS INTERNATIONAL LTD.	1 72,568		1 72,668
DUE FROM ORGANA GARDENS INTERNATIONAL LTD.	7,003		7,143

TOTAL ASSETS	$ 93,384		$ 137,827

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$ 26,398	$ 33,582
Due to related parties	184,824	227,837

TOTAL CURRENT LIABILITIES	211,222	261,419

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ (DEFICIT)
Common stock, $0.0001 par value, 500,000,000 shares authorized
Issued and outstanding:
36,267,024 (2009 – 23,442,024) common shares	3,626	2,343
Additional paid-in capital	17,829,044	17,481,527
Deferred compensation	(71,216)	(45,209)
Deficit accumulated during the development stage	(18,025,324)	(17,748,571)
Accumulated other comprehensive income	146,032	186,318

TOTAL STOCKHOLDERS’ (DEFICIT)	(117,838)	(123,592)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$ 93,384	$ 137,827

The accompanying notes are an integral part of these financial statements

F-1

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


		Three Months Ended Sept. 30,						Nine Months Ended Sept 30,				Sept.13,1993 (inception) to
		2010				2009		2010			2009	Sept. 30, 2010
REVENUES
Processing fees		$ -				$ -		$ -			$ -	$ 98,425
Gaming Revenue		-				-		-			-	18,596
Sale of oil and gas interest		-				-		-			-	47,501
Interest income		-				-		-			-	2,927
TOTAL REVENUES		-				-		-			-	167,449
COST OF SALES
Poker royalties and processing fees		-				-		-			-	30,601
GROSS PROFIT (LOSS)		-				-		-			-	136,848
GENERAL AND ADMINISTRATIVE EXPENSES
Advertising and marketing		-				-		-			-	93,895
Consulting fees		92,559				7,319		152,997			32,038	7,572,963
Depreciation and amortization		-				-		-			-	132,569
Exploration costs		-				-		-			-	241,754
Investor relations		7,637				-		26,443			-	723,054
Litigation settlement		-				-		-			-	52,169
Loss on settlement of debt		-				-		-			-	302,500
Management fees		-				-		-			-	378,447
Office and general		12,710				11,300		37,433			34,728	676,566
Poker Sponsorships		-				-		-			-	52,500
Professional fees		9,321				2,232		26,587			9,308	667,894
Travel and accommodation		6,944				2,835		15,749			6,841	280,111
Wages and salaries		3,692				1,409		7,887			1,409	257,320
Write-off of website development costs		-				-		-			-	425,682
Write-down (recovery) of URL costs		-				-		-			-	1,571,657
Write-down of technology license		-				-		-			-	2,055,938
Write-down of film production and distribution costs			-			-		-			-	90,762
Write-off of other assets				-		-		9,657			-	275,543
TOTAL GENERAL AND ADMINISTRATIVE EXPENSES				1 132,863		25,095		276,753			84,324	15,851,324
OTHER INCOME (EXPENSES)
EQUITY LOSS FROM ORGANA				-		-		-			-	(1,394,280)
WRITE-DOWN OF INVESTMENT IN ORGANA GARDENS					-	-		-			-	(313,301)
GAIN/LOSS ON SALE OF SECURITIES-RELATED PARTIES						1,333		-			(7,214)	44,614
DILUTION GAIN – LEGACY		-				-		-			-	334,087
PROPERTY OPTION LOSS		-				-		-			-	(600,000)
TOTAL OTHER INCOME (EXPENSES) -							1,333 -			(7,214)			(1,928,880)
Loss before income taxes (132,863)							(23,762) (276,753)			(91,358)			(17,643,356)
Income Tax Provision -							- -			-			-
NET LOSS (132,863)							(23,762) (276,753)			(91,358)			(17,643,356)
NET LOSS - NONCONTROLLING INTEREST -							- -			-			479,978
NET LOSS TO GOLDEN SPIRIT ENTERPRISES LTD. (132,863)							(23,762) (276,753)			(91,358)			$ (17,163,378)
BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.00)							$ (0.00) $ (0.01)			$ (0.01)
	BASIC AND DILUTED WEIGHTED AVERAGE 33,836,589						18,897,451 28,789,460		18,860,705

The accompanying notes are an integral part of these financial statements

F-2

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


			September 13,
	Nine Months Nine Months		1993 (inception) to
	Ended Ended		Sept. 30,
	Sept. 30, 2010	Sept. 30, 2009	2010
OPERATING ACTIVITIES
Net loss	$ (276,753)	$ (91,538)	$ (17,643,356)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	-	-	132,569
Fees and services paid for with shares	33,993	26,529	5,131,002
Loss on settlement of debt	-	-	302,500
Stock-based compensation	-	-	2,208,169
Non-cash component of URL write-down	-	-	1,214,193
Resource property acquisition and exploration costs	-	-	763,000
Film production and development costs	-	-	(90,763)
Write-down of technology license	-	--	2,055,938
Write-off of website development costs	-	-	206,876
Write-down of film production & development costs	-	-	90,762
Write-off of other assets	9,657		9,657
Equity loss from Organa	-	-	1,394,280
Write-down of investment in Organa	-	-	313,301
(Gain)/Loss on sale of marketable securities	-	7,214	(44,614)
Dilution gain – Legacy	-	-	(334,087)
Net changes in operating assets and liabilities	(4,108)	(12,362)	310,766

CASH FLOWS USED IN OPERATING ACTIVITIES	(237,211)	(70,157)	(3,979,807)

INVESTING ACTIVITIES
Deposit	-	-	(75,000)
Technology license	-	-	(135,938)
Acquisition of furniture and equipment	-	-	(32,696)
Website development costs	-	-	(306,876)
Other tangible and intangible assets	(9,657)	-	(14,846)
Purchase of securities – related parties	-	-	(75,603)
Net proceeds from sale of securities – related parties	-	130,827	380,238
Net cash on disposition of Legacy Wine & Spirits International Ltd.	-	-	209,955

CASH FLOWS (USED IN) INVESTING ACTIVITIES	(9,657)	130,827	(50,766)

FINANCING ACTIVITIES
Net advances (to)/ from related parties	246,028	(61,711)	904,533
Net proceeds on sale of common stock	-	-	3,125,423

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	246,028	(61,711)	4,030,956

NET (DECREASE) INCREASE IN CASH	(840)	(1,041)	383
CASH, BEGINNING OF PERIOD	1,223	1,556	-

CASH , END OF PERIOD	$ 383	$ 515	$ 383

The accompanying notes are an integral part of these financial statements

F-3

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 1 – NATURE OF OPERATIONS

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. Effective June 30, 2006, the Company completed a 1 for 18 reverse stock split 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 including the development, production, financing and packaging of innovative film and television programming. In addition, the Company has signed an agreement with Eneco Industries to participate in a series of Municipal Solid Waste (garbage) fueled Recycling and Resource Recovery Plants (refer to Note 5).

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 $17,643,356 and at September 30, 2010 had a working capital deficiency of $210,839. 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- BASIS OF PRESENTATION

The financial statements include the accounts of the Company and its subsidiaries, a 100% interest in PD Oil & Gas, Inc. (inactive), and a 100% interest in Cardstakes.com Enterprises Ltd. (inactive).

The foregoing unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-X Article 8 “Financial Statements of Smaller Reporting Companies”, as promulgated by the Securities and Exchange Commission ("SEC"). Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the period ended December 31, 2009 referenced in the 10-K. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.

The preparation of financial statements in accordance with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company's financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions that could have a material effect on the reported amounts of the Company's financial position and results of operations.

Operating results for the nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010.

F-4

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 2- BASIS OF PRESENTATION (continued)

Film Production and Development Costs

Capitalized film production and development costs consist of investments in films which include the unamortized costs of completed films which have been produced by the Company or for which the Company has acquired distribution rights. For films produced by the Company, capitalized costs include all direct production and financing costs, and production overhead. For acquired films, capitalized costs consist of minimum guarantee payments to acquire the distribution rights.

Costs of acquiring and producing films are amortized using the individual-film-forecast method as defined in SOP 00-2, whereby these are amortized and participation and residual costs are accrued in the proportion that current year’s revenue bears to management’s estimate of ultimate revenue at the beginning of the current year expected to be recognized from the exploitation, exhibition or sale of the films.

Capitalized film costs are stated at the lower of amortized cost or estimated fair value on an individual film basis. The valuation of investment in films is reviewed on a title-by-title basis, when an event or changes in circumstances indicate that the fair value of a film is less than its unamortized cost. The fair value of the film is determined using management’s future revenue and cost estimates. Additional amortization is recorded for the amount, if any, by which the unamortized costs exceed the estimated fair value of the film. Estimates of future revenue involve measurement uncertainty and it is therefore possible that reductions in the carrying value of investment in films may be required as a consequence of changes in management’s future revenue estimates.

Films in progress include the accumulated costs of production, which have not yet been completed by the Company.

Films in development include costs of acquiring film rights to original screenplays and costs to adapt such projects. Such costs are capitalized and, upon commencement of production, are transferred to production costs. Projects in development are written off at the earlier of the date determined not to be recoverable or when abandoned, or three years from the date of the initial investment.

Stock-Based Compensation

The Company accounts for all compensation related to stock, options or warrants using a fair value based method whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. The Company uses the Black-Scholes pricing model to calculate the fair value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued using the market price of the stock on the date of the related agreement.

Recent Accounting Pronouncements

In September 2009, the FASB issued ASU No. 2009-12 – Fair Value Measurements and Disclosures (Topic 820) – Investments in Certain Entities That Calculate Net Asset Value per Share (or its equivalent). This ASU permits use of a practical expedient, with appropriate disclosures, when measuring the fair value of an alternative investment that does not have a readily determinable fair value. ASU No. 2009-12 is effective for interim and annual periods ending after December 15, 2009, with early application permitted. Since the Company does not currently have any such investments, it does not anticipate any impact on its financial statements upon adoption.

In August 2009, the FASB issued ASU No. 2009-05 – Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. This ASU clarifies the fair market value measurement of liabilities. In circumstances where a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the following techniques: a technique that uses quoted price of the identical or a similar liability or liabilities when traded as an asset or assets, or another valuation technique that is consistent with the principles of Topic 820 such as an income or market approach. ASU No. 2009-05 was effective upon issuance and it did not result in any significant financial impact on the Company upon adoption.

F-5

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 2- BASIS OF PRESENTATION (continued)

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

NOTE 3 AVAILABLE–FOR-SALE SECURITIES

Organa

The Company owns common shares of Organa Gardens International Inc. (formerly Shotgun Energy Corporation) (“Organa”), a public company with directors and significant shareholders in common that does not represent a position of control of or significant influence over Organa. During 2007 the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $3,775, which was recorded as other comprehensive income (loss). During the year ended December 31, 2008, the Company recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $5,612 which was recorded as other comprehensive income (loss). During the year ended December 31, 2009, the Company sold 50,000 shares resulting in a realized loss of $(780) and recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $5,138, which was recorded as other comprehensive income. During the nine month period ended September 30, 2010, the Company sold Nil Organa shares and recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $31, which was recorded as other comprehensive income. As a result, the carrying value of the available for sale shares of Organa is $10 as at September 30, 2010.

Legacy

The Company owns common shares of Legacy Wine & Spirits International 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 totaling $590,993. During the year ended December 31, 2008, the Company acquired 23,200 shares valued at $19,532 sold 99,400 shares resulting in a realized gain of $28,645(net of commissions of $2,132) and recorded an unrealized gain in the carrying value of its available-for-sale securities totaling $275,121, which was recorded as other comprehensive income. During the year ended December 31, 2009, the Company sold 301,600 shares resulting in a realized gain of $8,503 and recorded an unrealized loss in the carrying value of its available-for-sale securities totaling $780,606, which was recorded as other comprehensive loss.

During the nine month period ended September 30, 2010, the Company sold Nil Legacy shares and recorded an additional unrealized loss of $40,256 to September 30, 2010. As a result, the carrying value of the available for sale shares of Legacy is $13,419 as at September 30, 2010.

F-6

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 3 - AVAILABLE–FOR-SALE SECURITIES (con’t.)

Available for sale securities – related parties include the following:


	June 30 ,	December 31,
	2010	2009
894,577 (2009-894,577) shares of Legacy Wine & Spirits	$ 13,419	$ 53,675
3,450 (2009- 3,450) shares of Organa Gardens International	10	41
	$ 13,429	$ 53,716

NOTE 4 – FILM PRODUCITON AND DEVELOPMENT COSTS

Film Production and development costs at September 30, 2010 are made up as follows:


	Gross Cost	Accumulated amortization	2008 write down of film rights and related costs	Net Cost Sept. 30, 2010	Net Cost December 31, 2009

Acquired films and film rights	$ 84,970	$ -	$ (84,969)	$ 1	$ 1
Films in progress	5,793	-	(5,793)	-	-

	$ 90,763	$ -	$ (90,762)	$ 1	$ 1

Acquired Films and Film Rights

The Company 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 a 25% interest in 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 September 30, 2010 and December 31, 2009, due to uncertainty of realization, the Company has written down this project to a carrying value of $Nil.

The Company 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 to produce the series, the Company will receive a guaranteed 15% interest in the gross receipts earned worldwide, inclusive of all character licensing and merchandise sold from the “ASB: Power Force Series”. As of September 30, 2010 and December 31, 2009, due to uncertainty of realization, the Company has written down this project to a nominal carrying value of $1.

Films in progress

The Company signed an Agreement dated February 15, 2007 to represent “The Cabin”, a teen-oriented, horror/thriller feature film. As distributor of the film, the Company will receive a fee of 25% of the gross amounts of all sales or distribution deals made internationally and 20% of the gross amounts of all sales or distribution deals made in the United States. As of September 30, 2010 and December 31, 2009, due to uncertainty of realization, the Company has written down this project to a carrying value of $Nil.

The Company 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, the Company will receive a fee of 25% of the gross amounts of all sales or distribution deals made internationally and 20% of the gross amounts of all sales or distribution deals made in the United States. As of September 30, 2010 and December 31, 2009, due to uncertainty of realization, the Company has written down this project to a value of $Nil.

F-7

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 4 – FILM PRODUCITON AND DEVELOPMENT COSTS (con’t)

The Company 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 September 30, 2010 and December 31, 2009, the agreement has not been finalized and the Company has incurred $ Nil on this project.

NOTE 5 – OTHER ASSETS

The Company 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 the Company 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. As of September 30, 2010 and December 31, 2009, the Company has incurred $Nil on this project.

In April, 2010 the Company has signed a Memorandum of Understanding with Tectane Technologies Corporation (Tectane), a Montreal-based Company in the Alternative Fuel industry for over 30 years. The MOU outlined the plans for Golden Spirit to acquire all world-wide patents and patents pending technologies relative to Tectane’s AQUAGAS, AQUAHOL Alternative Energy System and New Dual H2O Engine Oxygenerator. During the second quarter of 2010, the Company advanced Tectane $9,657 for expenses as per the MOU. After completing its due diligence, the Company and Tectane mutually agreed not to proceed with a formal agreement. The $9,657 expenses incurred were charged to operations during the nine month period ended September 30, 2010.

On August 24, 2010, the Company signed an agreement for the acquisition of all assets pertaining to Terralene Fuels. Under the terms of the agreement, the Company will issue 7,000,000 restricted common shares to Global Terralene Inc. in two phases (not yet issued). In addition, the Company will appoint Don Gress, President of Global Terralene, to the Board of Directors of Golden Spirit on the closing date of the agreement, November 30, 2010. Terralene Fuel is a patented fuel alternative formulation that is the equivalent of regular unleaded gasoline and utilizes renewable energy sources in 45% of its composition. Terralene’s unique fuel reduces greenhouse gases, other environmental damaging emissions and can easily be integrated into the existing fuel infrastructure. No modification is required on existing vehicles using gasoline.

NOTE 6– DEFERRED COMPENSATION

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

On November 18, 2009, the Company entered into an agreement with a consultant, for a eighteen month term, whereby the consultant provides consulting services to the Company (valued at $17,500) in exchange for 250,000 shares of the Company’s common stock. During the nine months ended September 30, 2010, a total of $8,748 has been expensed (December 31, 2009 - $1,458).

On November 18, 2009, 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 provides investment-banking services to the Company (valued at $14,000) in exchange for 200,000 restricted shares of the Company’s common stock. During the nine months ended September 30, 2010, a total of $5,247 has been expensed (December 31, 2009 - $875).

On November 18, 2009 the Company entered into an agreement with Compte de Sierge Accomodative Corp. (“Compte”), a private company controlled by a significant shareholder, with a two-year term, whereby Compte provides investor relations services to the Company (valued at $17,500) in exchange for 250,000 restricted shares of the Company’s common stock. During the nine months ended September 30, 2010, a total of $8,748 has been expensed (December 31, 2009 - $1,458).

F-8

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 6– DEFERRED COMPENSATION (con’t.)

On May 15, 2010, the Company entered into an agreement with Domain Land Holdings Ltd. (“Domain”), a private company controlled by a significant shareholder, with a two-year term, whereby Domain provides investment-banking services to the Company (valued at $30,000) in exchange for 750,000 restricted shares of the Company’s common stock. During the nine months ended September 30, 2010, a total of $5,625 has been expensed (December 31, 2009 - $Nil).

On May 15, 2010, the Company entered into an agreement with 103244 Alberta Ltd. (“1063244”), a private company controlled by a significant shareholder, with a two-year term, whereby 1063244 provides investor relations services to the Company (valued at $30,000) in exchange for 750,000 restricted shares of the Company’s common stock. During the nine months ended September 30, 2010, a total of $5,625 has been expensed (December 31, 2009 - $Nil).

As at September 30, 2010, the unamortized portion of the deferred compensation totaled $71,216 (December 31, 2009 - $45,209).

NOTE 7 – 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.

(1) 2010 Stock Transactions

$112,200 and 5,200,000 incentive stock options were granted and immediately exercised at $0.03 per share to satisfy debts related parties in the amount of $156,000. Accordingly, no compensation expense was recorded.

During the nine months ended September 30, 2010, 1,500,000 restricted common shares were issued valued at $60,000 pursuant to deferred compensation contracts with related parties. See note 6.

(2) 2010 Stock Options

On April 21, 2010, the Company filed a Registration Statement on Form S-8 to cover 10,000,000 shares of common stock to be granted pursuant to the Company’s 2010 Stock Incentive and Option Plan.

During the nine months ended June 30, 2010, 515,000 incentive stock options were granted and immediately exercised at $0.04 per share to satisfy debts related parties in the amount of $ 20,600 ,5,610,000 incentive stock options were granted and immediately exercised at $0.02 per share to satisfy debts to related parties in the amount of $ 112,200 and 5,200,000 incentive stock options were granted and immediately exercised at $0.03 per share to satisfy debts related parties in the amount of $156,000.

The Company’s stock option activity is as follows:


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2008	2,351,787	$ 0.20	2.67 years
Granted during 2008	-	-
Exercised during 2008	-	-
Granted during 2009	3,900,000	-
Exercised during 2009	(3,900,000)	0.03

Granted during 2010	11,325,000	-
Exercised during 2010	(11,325,000)	0.03
Balance, September 30, 2010	2,351,787	$ 0.09	2.67 years

F-9

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 7 – CAPITAL STOCK (con’t.)

(3) 2009 Stock Transactions:

During the nine month period ended September 30, 2009, 100,000 incentive stock options were granted and immediately exercised at $0.04 per share to satisfy a debt to a related party in the amount of $4,000. Accordingly, no compensation expense was recorded

(4) 2009 Stock Options

During the nine months ended September 30, 2009, the Company granted 100,000 stock options to a related party

and these options were immediately exercised at $0.04 per share to satisfy a debt to a related party in the amount of $4,000.

The Company’s stock option activity is as follows:



	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2007	3,172,517	$ 0.18	3.80 years
Granted during 2008	-	-
Exercised during 2008	(845,730)	0.10

Balance, December 31, 2008	2,351,787	0.20	2.67 years
Granted during 2008	-	-
Exercised during 2008	-	-
	2,351,787
Granted during 2009	100,000	-
Exercised during 2009	(100,000)	-

Balance, September 30, 2009	2,351,787	$ 0.20	2.17 years

On June 29, 2009, the Company filed Registration Statements on Form S-8 to register 8,000,000 to be issued pursuant to the Company’s 2009 Stock Incentive and Option Plan. 100,000 of these options were granted at $0.04 per share during the period.

NOTE 8 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2010, companies controlled by significant shareholders earned $33,993 (2009 - $6,755) pursuant to deferred compensation services contracts (refer to Note 6).

During the nine months ended September 30, 2010, the Company paid $7,887 (2009 -$1,409) to directors for management fees.

During the nine months ended September 30, 2010, the Company incurred expenses for office rent of $20,487 (2009 - $15,225) to a private company controlled by a significant shareholder.

At September 30, 2010, a total of $7,003 (December 31, 2009 – $7,143) was due from Organa Gardens International Inc., 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.

F-10

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 8 – RELATED PARTY TRANSACTIONS (con’t.)

At September 30, 2010, a total of $72,568 (December 31, 2009 – $72,668) was due from Legacy Wine & Spirits International Ltd., 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:


	September 30, 2010	December 31, 2009

Significant shareholders	$ 184,824	$ 227,837

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

NOTE 9 – 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 were made towards the settlement agreement due to the Plaintiff’s refusal to sign the order. However, in the fourth quarter of 2009, the Supreme Court of British Columbia ruled in favor of the plaintiff despite the plaintiff’s failure to return the shares to the Company. In addition to the $6,080 Cdn. payment previously made and an amount of $14,810 US accrued towards a final resolution of the matter, the Company was ordered to pay an additional $52,169 US in damages and the case is now closed.

Since August 1, 2002, Golden Spirit Enterprises Ltd. has leased 1,250 sq. ft of office space from Holm Investments Ltd. at $2,050 per month for a period of 3 years and was renewed for an additional 3 years at $2,050 per month. The current tenancy agreement began August 1, 2008 for 3 additional years at $2,200 per month.

NOTE 10 – INCOME TAXES

As of September 30, 2010 the Company had net operating loss carry forwards of approximately $17,643,000 that may be available to reduce future years' taxable income and will expire between the years 2011 - 2030. 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.

F-11

GOLDEN SPIRIT ENTERPRISES LTD.

(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(unaudited)

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION AND NON-CASH INVESTING AND FINANCING ACTIVITIES


Cash paid during the nine months ended September 30,2010 and 2009 for:	2010	2009

Interest	$ -	$ -

Income taxes	$ -	$ -

Shares issued for debt settlement	$ 288,800	$ 4,000

Shares issued for deferred compensation	$ 60,000	$ -

The Company issued 11,325,000 common shares with a value of $288,800 for satisfaction of debt to related parties

during the nine months ended September 30, 2010.

During the nine months ended September 30, 2010, 1,500,000 restricted common shares were issued valued at $60,000 pursuant to deferred compensation contracts with related parties

The Company paid no cash for interest and income taxes for the nine months ended September 30, 2010 and 2009.

NOTE 12 – SUBSEQUENT EVENTS TO NOVEMBER 9, 2010

In October, 2010, Company issued 250,000 common shares with a value of $7,500 for satisfaction of debt to related parties

and 50,000 restricted common shares valued at $2,500 for services of a new advisory board member.

F-12

Item 2. Management’s Discussion and Analysis or Plan of Operation.

The following should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

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 its 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.

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.

The Company will be involved in the development, production, financing and packaging of innovative film and television programming. In addition, the Company has signed an agreement with Eneco Industries to participate in a series of Municipal Solid Waste (garbage) fueled Recycling and Resource Recovery Plants. 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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Terralene’s unique fuel reduces greenhouse gases, other environmental damaging emissions and can easily be integrated into the existing fuel infrastructure. No modification is required on existing vehicles using gasoline.

Our Investment in Available for sale securities – related parties

Organa

Legacy

Available for sale securities – related parties include the following:


	Sept. 30,	December 31,
	2010	2009
894,577 (2009-894,577) shares of Legacy Wine & Spirits	$ 13,419	$ 53,675
3,450 (2009- 3,450) shares of Organa Gardens International	10	41
	$ 13,429	$ 53,716

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Film Production and development costs at September 30, 2010 are made up as follows:


	Gross Cost	Accumulated amortization	2008 write down of film rights and related costs	Net Cost September 30, 2010	Net Cost December 31, 2009

Acquired films and film rights	$ 84,970	$ -	$ (84,969)	$ 1	$ 1
Films in progress	5,793	-	(5,793)	-	-

	$ 90,763	$ -	$ (90,762)	$ 1	$ 1

Acquired Films and Film Rights

Films in progress

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The Company 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 September30, 2010 and December 31, 2009, the agreement has not been finalized and the Company has incurred $Nil on this project.

WASTE ENERGY SECTOR

The Thermal Oxidation Process System (TOPS) Greencycle Gasification plants decompose organic matter (with heat and air) and recover non-organics by utilizing specialized equipment and is a proven alternative to landfills. Greencycle uses low heat (500-600 Celsius) to convert all the carbon locked up in unsorted garbage into a form where it produces high quality heat through a second stage gas oxidizer running at around 1,100 Celsius. This process creates energy, enough to make electrical energy and support district heating / greenhouses. The Greencycle system provides controlled conditions to utilize Carbon Dioxide (CO2) for accelerated plant growth in greenhouses and algae farms. The other non-carbon materials in garbage, such as aluminum, tin, copper and stainless steel, and can be easily separated after all the carbon has been removed without melting or slagging. Micron sized metals, silica, calcium etc, are also sorted out for re-use by using the Ash Recycling and Recovery Equipment (ARRE) sub-system.

As of September 30, 2010, the Company has not secured any facilities to construct the Gasification Plant, nor has it incurred any other expenditures for the six month period ended September 30, 2010 (2009- $Nil)

In April, 2010 the Company has signed a Memorandum of Understanding with Tectane Technologies Corporation (Tectane), a Montreal-based Company in the Alternative Fuel industry for over 30 years. The MOU outlined the plans for Golden Spirit to acquire all world-wide patents and patents pending technologies relative to Tectane’s AQUAGAS, AQUAHOL Alternative Energy System and New Dual H2O Engine Oxygenerator. During the three months ended June 30, 2010, the Company advanced Tectane $9,657 for expenses as per the MOU. After completing its due diligence, the Company and Tectane mutually agreed not to proceed with a formal agreement. The $9,657 expenses incurred were charged to operations during the nine month period ended September 30, 2010.

As of September 30, 2010, the Company is completing its due diligence process with respect to Terralene Fuels in order to effect the closing on or before November30, 2010. Further details on the new Golden Spirit - Terralene project can be viewed on our website www.goldenspirit.ws.

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Liquidity and Capital Resources.

At September 30, 2010, we had total assets of $93,384, including current assets in cash of $383. We have film production & development costs of $1, available for sale securities of $13,429, an amount due from Legacy Wine & Spirits International Ltd. of $72,568 and an amount due from Organa Gardens International Inc. of $7,003. As of December 31, 2009, we had total assets of $137,827. The decrease in assets is primarily due to a decrease in the carrying value of available for sale securities.

At September 30, 2010, we had current liabilities of $211,222, which was represented by accounts payable and accrued liabilities of $26,398 and due to related parties in the amount of $211,222. As of December 31, 2009 we had total current liabilities of $261,419. The decrease in liabilities was due to a reduction in the amounts due to related parties. At September 30, 2010, we had a working capital deficiency of $210,839. (December 31, 2009 - $257,120).

We do not believe that our current cash resources will be able to maintain our current operations for an extended period of time. We will be required to raise additional funds or arrange for additional financing over the next 12 months to adhere to our development schedule, mainly with respect to advancing the Terralene project closer to the goal of marketing the product. No assurance can be given, however, that we will have access to additional cash in the future, or that funds will be available on acceptable terms to satisfy our working capital requirements. If we are not able to arrange for additional funding or if our officers, directors and shareholders stop advancing funds to us, we may be forced to make other arrangements for financing such as loans or entering into strategic alliances. We have not identified any alternative sources of financing.

Results of Operations

We have realized minimal revenues from operations to date. Loss from operations for the three month period ended September 30, 2010 was $132,863 (2009 - $23,762). This increase in loss was due to an increase in consulting fees, professional fees, office and general expenses and a write-off of expenses associated with the Tectane proposal. Loss from operations for the nine month period ended September 30, 2010 was $276,753 (2009 - $91,358). This increase in loss was due to an increase in consulting fees, investor relations fees and a write-off of expenses associated with the Tectane proposal.

From inception to September 30, 2010, we have incurred cumulative net losses of $17,643,356 resulting primarily from a write-down and equity loss in Organa Gardens International Inc. (a related party) of $1,394,280, a $600,000 property option loss as a recorded value of certain restricted shares issued to Legacy Wine & Spirits International Ltd. (a related party – see our Investment in Available for sale securities - Legacy Wine & Spirits International Ltd. above) and general and administrative expenses of $15,851,324, the majority of which is made up of consulting fees and stock based compensation expense totaling $7,572,963, write-down of URL costs of $1,571,657 and write-down of technology license of $2,055,938.

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:

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

payment of undetermined expenses relating to the Eneco and Terralene ventures (see above)

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. 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 corporate projects. 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.

Off-Balance Sheet Arrangements

Our company has not entered into any off balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2010, we had cash in the amount of $383. We have not generated any significant revenues since inception and have incurred a net loss of $17,643,356 from our inception on September 13, 1999 to September 30, 2010. Our current operating funds are insufficient to cover any additional costs for our film production & distribution sector or our waste energy sector. Golden Spirit Enterprises does not expect significant start up costs to complete the installation of Gasification Plants for its waste energy project, nor does it expect significant cost relating to the distribution of its films inventory. The newly acquired Terralene project has had all the research and development already completed and the Company will incur costs to get the product to market, which are not determinable until after the agreement is consummated on or before November 30, 2010.It will have to obtain funds through entering into arrangements with collaborative partners or others to accomplish these expenditures. However, we do not have any specific plans for raising the required funds. There is no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our projects.

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Item 4T Controls and Procedures.

An evaluation was conducted by our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2010. Based on that evaluation, the CEO and CFO concluded that our controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This quarterly report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

None

ITEM 1A. Risk Factors

Not applicable

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

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.

(1) 2010 Stock Transactions

During the nine months ended September 30, 2010, 515,000 incentive stock options were granted and immediately exercised at $0.04 per share to satisfy debts related parties in the amount of $20,600 , 5,610,000 incentive stock options were granted and immediately exercised at $0.02 per share to satisfy debts related parties in the amount of $112,200 and 5,200,000 incentive stock options were granted and immediately exercised at $0.03 per share to satisfy debts related parties in the amount of $156,000. Accordingly, no compensation expense was recorded.

-9-

During the nine months ended September 30, 2010, 1,500,000 restricted common shares were issued valued at $60,000 pursuant to deferred compensation contracts with related parties.

(2) 2010 Stock Options

On April 21, 2010, the Company filed a Registration Statement on Form S-8 to cover 10,000,000 shares of common stock to be granted pursuant to the Company’s 2010 Stock Incentive and Option Plan.

The Company’s stock option activity is as follows:


	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2008	2,351,787	$ 0.20	2.67 years
Granted during 2008	-	-
Exercised during 2008	-	-
Granted during 2009	3,900,000	-
Exercised during 2009	(3,900,000)	0.03

Granted during 2010	11,325,000	-
Exercised during 2010	(11,325,000)	0.03
Balance, September 30, 2010	2,351,787	$ 0.09	2.67 years

(3)

2009 Stock Transactions:

(4) 2009 Stock Options

During the nine months ended September 30, 2009, the Company granted 100,000 stock options to a related party and these options were immediately exercised at $0.04 per share to satisfy a debt to a related party in the amount of $4,000.

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The Company’s stock option activity is as follows:



	Number of options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life

Balance, December 31, 2007	3,172,517	$ 0.18	3.80 years
Granted during 2008	-	-
Exercised during 2008	(845,730)	0.10

Balance, December 31, 2008	2,351,787	0.20	2.67 years
Granted during 2008	-	-
Exercised during 2008	-	-
	2,351,787
Granted during 2009	100,000	-
Exercised during 2009	(100,000)	-

Balance, September 30, 2009	2,351,787	$ 0.20	2.17 years

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to Vote of Security Holders

None.

ITEM 5. Other Information

None.

ITEM 6. EXHIBITS

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

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

Exhibit 32.1 - Section 302 Certification of Periodic Report of the Chief Executive Officer.

Exhibit 32.2 - Section 302 Certification of Periodic Report of the Chief Financial Officer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	GOLDEN SPIRIT ENTERPRISES LTD.


Date: November 15, 2010	By: /s/ J. Cruz
	Jaclyn Cruz
	President and a Director.

Date: November 15, 2010	By: /s/ C. Scheive
	Christopher Scheive
	Director, Secretary & Treasurer

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