SECURTIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1934

                           Golden Spirit Mining Ltd.
             (Exact name of Registrant as specified in its charter)


            Delaware                  333-101068             52-2132622
(State or other jurisdiction of  (Commission File Number) (IRS Employer
        incorporation)                                   Identification Number)


                         Suite #806-1288 Alberni Street
                       Vancouver, B.C. Canada    V6E 4N5
   (Address, including zip code, and telephone numbers, including area code)
===============================================================================

                        STOCK INCENTIVE AND OPTION PLAN
                          (Full title of Amended Plan)

                                  Robert Klein
                                  Suite # 806
                             1288 W. Georgia Street
                       Vancouver, B.C., Canada , V6E 4N5
                    (Name and address of agent for service)

                                 (604) 664-0484
         (Telephone number, including area code, of agent for service)



<table>
<caption>
 <s>                     <c>              <c>                  <c>                  <c>
                        CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed maximum     Proposed maximum       Amount of
to be registered     registered    Offering price per   aggregate offering  registration fee
                       (1)             share (2)             price (2)
-------------------  ------------  ------------------  -------------------  -----------------

Common stock (1)	19,000,000	$ 0.015		    $ 285,000	        $ 33.54

</table>

(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933 as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests (up to a maximum of 19,000,000 shares) to be
offered or sold pursuant to the stock incentive and option plan (s) described
herein.

(2) Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the last over-the-
counter sale reported on June 9, 2005.

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1934 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:

    1. The registrant's Annual Report on Form 10-KSB for the fiscal year ended
    December 31, 2004.

    2. The registrant's Annual Report on Forms 10-KSB/A for the fiscal year
    ended December 31, 2004.

    3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
    March 31, 2005.

All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.

All documents incorporated by reference herein will be made available to all
participants in the Stock Incentive and Option Plan without charge, upon written
or oral request. Other documents required to be delivered to participants
pursuant to Rule 428(b) (1) under the Securities Act of 1934 are also available
without charge, upon written or oral request. All requests for documents shall
be directed to:

Golden Spirit Mining Ltd.
Suite # 806 - 1288 Alberni Street
Vancouver, B.C., Canada
V6E 4N5
(604) 664-0484

ITEM 4. DESCRIPTION OF SECURITIES.


Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.


Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware law permits a company to indemnify its directors and officers, except
for any act of dishonest.  Golden Spirit Mining Ltd. has provided in its By-Laws
that the directors and officers of Golden Spirit Mining Ltd. will be indemnified
and secured harmless to the full extent permitted by law out of the assets of
Golden Spirit Mining Ltd. from and against all actions, costs, chares, losses,
damages and expenses incurred by reason of any act done, concurred in or omitted
in or about the execution of their duties or supposed duties, other than in the
case of any fraud or dishonesty.  In addition, Golden Spirit Mining Ltd. has
provided in its By-Laws that each shareholder of Golden Spirit Mining Ltd.
agrees to waive any claim or right of action, individually or in the right of
Golden Spirit Mining Ltd. against any director or officer of Golden Spirit
Mining Ltd. on account of any action taken by such director or officer.

Delaware law also permits Golden Spirit Mining Ltd. to purchase insurance for
the benefit of its directors and officers against any liability incurred by them
for the failure to exercise the requisite care, diligence and skill in the
exercise of their power and the discharge of their duties, or indemnifying them
in respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.


Not Applicable.


ITEM 8. EXHIBITS.


EXHIBIT NO. 	DESCRIPTION
------------------------------
4.1 	Stock Incentive and Option Plan

4.2 	Incentive Stock Option Agreement

5.1 	Opinion of Michael S. Krome, P.C.

23.1 	Consent of Dale Matheson, Carr-Hilton, LaBonte Chartered Accountants

23.2 	Consent of Michael S. Krome, P.C. (included in exhibit 5.1)



ITEM 9. UNDERTAKINGS.

a) The undersigned Company hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
   post-effective amendment to this Registration Statement to: (i) include any
   prospectus required by Section 10(a) (2) of the Securities Act; (ii) reflect
   in the prospectus any facts or events arising after the effective date of the
   Registration Statement which, individually or in the aggregate, represent a
   fundamental change in the information set forth in the Registration
   Statement. Notwithstanding the foregoing, any increase or decrease in volume
   of securities offered (if the total dollar value of securities offered would
   not exceed that which was registered) and any deviation from the low or high
   end of the estimated maximum offering range may be reflected in the form of
   prospectus filed with the Commission pursuant to Rule 424 (b) if, in the
   aggregate, the changes in volume and price represent no more than a 20
   percent change in the maximum aggregate offering price set forth in the
   "Calculation of Registration Fee" table in the effective registration
   statement; and (iii) include any material information with respect to the
   plan of distribution not previously disclosed in the Registration Statement
   or any material change to such information in the Registration Statement;
   PROVIDED, HOWEVER, that provisions (i) and (ii) of this undertaking do not
   apply if the information required to be included in a post--effective
   amendment by those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Company pursuant to the Exchange Act that
   are incorporated by reference into the Registration Statement;

   (2) That, for the purpose of determining any liability under the Securities
   Act, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof; and

   (3) To remove from registration by means of post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15
(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and, is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.

Golden Spirit Mining Ltd.

By: /s/ Robert Klein
---------------------
      Robert Klein
      President and Director


By: /s/ Carlton Parfitt
-----------------------
       Carlton Parfitt
       Secretary and Director


Date: June 13, 2005

Golden Spirit Mining Ltd.
[{"type": "S-8", "sequence": "1", "filename": "gpsm061305_s8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 12166}]
{"company-data": {"conformed-name": "GOLDEN SPIRIT MINING LTD", "cik": "0001076262", "assigned-sic": "1000", "irs-number": "522132622", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125767", "film-number": "05892459"}, "business-address": {"street1": "1288 ALBERNI ST STE 806", "street2": "VANCOUVER BRITISH COLUMBIACANADAV6E4N5", "city": "BELLINGHAM", "state": "A2", "zip": "00000", "phone": "6046640484"}, "mail-address": {"street1": "1288 ALBERNI ST., STE. 806", "street2": "VANCOUVER,BRITISH COLUMBIA,CANADA V6E4N5", "city": "BELLINGHAM", "state": "A2", "zip": "00000"}, "former-company": [{"former-conformed-name": "GOLDEN SPIRIT MINERALS LTD", "date-changed": "20000301"}, {"former-conformed-name": "POWER DIRECT INC", "date-changed": "19990402"}]}
SECURTIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1934

                           Golden Spirit Mining Ltd.
             (Exact name of Registrant as specified in its charter)

            Delaware                  333-101068             52-2132622
(State or other jurisdiction of  (Commission File Number) (IRS Employer
        incorporation)                                   Identification Number)

                         Suite #806-1288 Alberni Street
                       Vancouver, B.C. Canada    V6E 4N5
   (Address, including zip code, and telephone numbers, including area code)
===============================================================================

                        STOCK INCENTIVE AND OPTION PLAN
                          (Full title of Amended Plan)

                                  Robert Klein
                                  Suite # 806
                             1288 W. Georgia Street
                       Vancouver, B.C., Canada , V6E 4N5
                    (Name and address of agent for service)

                                 (604) 664-0484
         (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

Title of Securities  Amount to be  Proposed maximum     Proposed maximum       Amount of
to be registered     registered    Offering price per   aggregate offering  registration fee
                       (1)             share (2)             price (2)
-------------------  ------------  ------------------  -------------------  -----------------

Common stock (1)	19,000,000	$ 0.015		    $ 285,000	        $ 33.54
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933 as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests (up to a maximum of 19,000,000 shares) to be
offered or sold pursuant to the stock incentive and option plan (s) described
herein.

(2) Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the last over-the-
counter sale reported on June 9, 2005.

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

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1934 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:

    1. The registrant's Annual Report on Form 10-KSB for the fiscal year ended
    December 31, 2004.

    2. The registrant's Annual Report on Forms 10-KSB/A for the fiscal year
    ended December 31, 2004.

    3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
    March 31, 2005.

All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the Prospectus.

All documents incorporated by reference herein will be made available to all
participants in the Stock Incentive and Option Plan without charge, upon written
or oral request. Other documents required to be delivered to participants
pursuant to Rule 428(b) (1) under the Securities Act of 1934 are also available
without charge, upon written or oral request. All requests for documents shall
be directed to:

Golden Spirit Mining Ltd.
Suite # 806 - 1288 Alberni Street
Vancouver, B.C., Canada
V6E 4N5
(604) 664-0484

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware law permits a company to indemnify its directors and officers, except
for any act of dishonest.  Golden Spirit Mining Ltd. has provided in its By-Laws
that the directors and officers of Golden Spirit Mining Ltd. will be indemnified
and secured harmless to the full extent permitted by law out of the assets of
Golden Spirit Mining Ltd. from and against all actions, costs, chares, losses,
damages and expenses incurred by reason of any act done, concurred in or omitted
in or about the execution of their duties or supposed duties, other than in the
case of any fraud or dishonesty.  In addition, Golden Spirit Mining Ltd. has
provided in its By-Laws that each shareholder of Golden Spirit Mining Ltd.
agrees to waive any claim or right of action, individually or in the right of
Golden Spirit Mining Ltd. against any director or officer of Golden Spirit
Mining Ltd. on account of any action taken by such director or officer.

Delaware law also permits Golden Spirit Mining Ltd. to purchase insurance for
the benefit of its directors and officers against any liability incurred by them
for the failure to exercise the requisite care, diligence and skill in the
exercise of their power and the discharge of their duties, or indemnifying them
in respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT NO. 	DESCRIPTION
------------------------------
4.1 	Stock Incentive and Option Plan

4.2 	Incentive Stock Option Agreement

5.1 	Opinion of Michael S. Krome, P.C.

23.1 	Consent of Dale Matheson, Carr-Hilton, LaBonte Chartered Accountants

23.2 	Consent of Michael S. Krome, P.C. (included in exhibit 5.1)

ITEM 9. UNDERTAKINGS.

a) The undersigned Company hereby undertakes:

   (1) To file, during any period in which offers or sales are being made, a
   post-effective amendment to this Registration Statement to: (i) include any
   prospectus required by Section 10(a) (2) of the Securities Act; (ii) reflect
   in the prospectus any facts or events arising after the effective date of the
   Registration Statement which, individually or in the aggregate, represent a
   fundamental change in the information set forth in the Registration
   Statement. Notwithstanding the foregoing, any increase or decrease in volume
   of securities offered (if the total dollar value of securities offered would
   not exceed that which was registered) and any deviation from the low or high
   end of the estimated maximum offering range may be reflected in the form of
   prospectus filed with the Commission pursuant to Rule 424 (b) if, in the
   aggregate, the changes in volume and price represent no more than a 20
   percent change in the maximum aggregate offering price set forth in the
   "Calculation of Registration Fee" table in the effective registration
   statement; and (iii) include any material information with respect to the
   plan of distribution not previously disclosed in the Registration Statement
   or any material change to such information in the Registration Statement;
   PROVIDED, HOWEVER, that provisions (i) and (ii) of this undertaking do not
   apply if the information required to be included in a post--effective
   amendment by those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Company pursuant to the Exchange Act that
   are incorporated by reference into the Registration Statement;

   (2) That, for the purpose of determining any liability under the Securities
   Act, each such post-effective amendment shall be deemed to be a new
   registration statement relating to the securities offered therein and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof; and

   (3) To remove from registration by means of post-effective amendment any of
   the securities being registered which remain unsold at the termination of the
   offering.

(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15
(d) of the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and, is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.

Golden Spirit Mining Ltd.

By: /s/ Robert Klein
---------------------
      Robert Klein
      President and Director

By: /s/ Carlton Parfitt
-----------------------
       Carlton Parfitt
       Secretary and Director

Date: June 13, 2005

Golden Spirit Mining Ltd.