UNITED STATES SECURITIES AND EXCHANGE
COMMISSION WASHINGTON D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 0-26101
(Check One):
[ X ] Form 10-K and Form 10-KSB
[ ] Form 11-K
[ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB
[ ] Form N-SAR
For Period Ended: December 31, 2004
[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
_______________________________________________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full Name of Registrant: GOLDEN SPIRIT MINING LTD
Former Name if Applicable: GOLDEN SPIRIT MINERALS, LTD.
2U ONLINE COM, INC
Address of Principal Executive Office:1288 Alberni Street, Suite 806
City, State and Zip Code: Vancouver, British Columbia, Canada V6E 4N5
Phone Number: 604.664.0484
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the Registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.
(Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable effort or
expense.
[X] (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar day
following the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, 10-QSB or portion thereof will be filed
on or before the fifth calendar day following the prescribed due date;
and
[ ] (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10- KSB, 11-
K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period. (Attach extra
sheets if needed).
GOLDEN SPIRIT MINING, LTD. is requesting this extension because we are waiting
for supporting documents in order to complete the audit of our financial
statements for the year ended December 31, 2004. Final information from the
audited financial statements is required for the completion of certain
portions of the Form 10-KSB.
We thank you in advance.
By: /s/ R. Klein
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Robert Klein
Its: President
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification:
Robert Klein 604.664.0484
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section
13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12 months
or for such other shorter period that the Registrant was required
to file such report(s) been filed? If the answer is no, identify
report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included in
the subject report or portion thereof?
[ ] Yes [X] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
GOLDEN SPIRIT MINING LTD
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date 03/31/2005 By: /s/ R. Klein
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Robert Klein
President
Instruction. The form may be signed by an executive officer of
the Registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed
beneath the signature. If the statement is signed on behalf of the
Registrant by an authorized representative (other than an executive
officer), evidence of the representative's authority to sign on behalf
of the Registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
federal criminal violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this
form and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, DC 20549, in accordance
with Rule 0-3 of the General Rules and Regulations under the Act. The
information contained in or filed with the form will be made a matter of
the public record in the Commission files.
3. A manually signed copy of the form and amendments
thereto shall be filed with each national securities exchange on which
any class of securities of the Registrant is registered.
4. Amendments to the notifications must also be filed on
Form 12b-25 but need not restate information that has been correctly
furnished. The form shall be clearly identified as an amended
notification.
5. Electronic Filers. This form shall not be used by
electronic filers unable to timely file a report solely due to
electronic difficulties. Filers unable to submit a report within the
time period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T or apply for
an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T.