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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

(Date of Report: Date of earliest event reported)
                                                     
December 20, 2011

GOLDEN SPIRIT ENTERPRISES LTD.
(Exact name of registrant as specified in its charter)
 
Delaware   000-26101   52-2132622
(State or other jurisdiction Incorporated)   (Commission File No.)   (I.R.S Employer Identification No.)
 
35 South Ocean Avenue, Patchogue, NY   11772
(Address of principal executive offices)   (Zip Code)
 
Registrant's telephone number, including area code:
888-488-6882

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
 
ITEM 5. 03 – AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS
 
On August 26, 2011 the Registrant held a Special Meeting whereby the Board of Directors, by unanimous consent, adopted the following amendments to its Articles of Incorporation:
 
Name Change.   The Registrant announces that a majority of the shareholders entitled to vote on such matters approved a change of name from Golden Spirit Enterprises Ltd. to “Terralene Fuels Corporation”.  On August 29, 2011 a Certificate of Amendment to its Articles of Incorporation was filed with the State of Delaware changing the name to Terralene Fuels Corporation.

The Company’s CUSIP Number has changed from 38119N 10 7 to 88104B 10 5 and the name change did not involve any change in the issued or authorized capital of the Company. The trading symbol remains as “GSPT” and the Company began trading as Terralene Fuels Corporation on November 29, 2011.
 
SECTION 9.  EXHIBITS.

(c)  Exhibits
 
Exhibit No.    Description
     
10.01   Certificate of Amendment
 
 
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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 behalf of the undersigned, thereunto duly authorized.
 
  Golden Spirit Enterprises Ltd.  
       
DATED:  December 20, 2011
By:
/s/ Jaclyn Cruz  
    Jaclyn Cruz,  
    President  

 
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EXHIBIT 10.01
 
State of Delaware
 Secretaiy of" State
  Division of Corporations
  Delivered 11:00 Mi OB/29/2011
FILED 11:00 AM 08/29/2011
SRV 110965356 - 2350791 FILE
 
CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
GOLDEN SPIRIT ENTERPRISES LTD.
A Delaware Corporation
 
The undersigned Jaclyn Cruz, President and Sharon Dcutscli. Secretary of Golden Spirit Enterprises Ltd. does hereby certify that a special Meeting of the Board of Directors held at the offices of the Corporation on August 26. 2011, at which a quorum was present, the following resolutions were duly passed:
 
RESOLVED:  The Corporation's authorized capital stock consists of 5 00,000,000 shares of common stock with $0.0001 par value per share, of which 57,248,691 shares arc currently issued and outstanding.
 
RESOLVED:  Thai the Articles of Incorporation of Golden Spirit Enterprises Ltd. shall be amended, subject to shareholder approval, to change the name of Golden Spirit Enterprises Ltd. to Terralene Fuels Corporation in accordance with Section 242 of the General Corporation Law of Delaware and further was approved by the shareholders of the Corporation pursuant to Section 228 of the General Corporation Law of the State of Delaware.
 
RESOLVED: A majority of the shareholders on the record of August 26, 2009, approved the aforesaid resolutions in accordance with Section 222 of the General Corporation Law of Delaware. The total number of outstanding shares of common stock entitled to vote with respect to the resolutions was 57,248,691 shares and the number of shares voting in favor of the resolution was 31,486,780 exceeding the vote required.
 
RESOLVED: That the officers of the corporation and each of them is authorized and empowered to arrange for and purchase new slock certificates of the corporation to be issued lo shareholders and to represent the Common Stock of this Corporation issuable pursuant to the name change and such share certificates, as determined by the officers, shall be deemed to be the shares of this corporation, and it in further.
 
 
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RESOLVED: That the officers of the corporation and each of them is authorized and empowered to do such things and execute such documents as may be necessary in order to effectuate the purpose of the foregoing resolutions.
 
RESOLVED: That the Certificate of Amendment sltai! be effective on September 21,2011.
 
RESOLVED: The Articles of Incorporation of Golden Spirit Enterprises Ltd. are hereby amended as follows:
 
ARTICLE 1
(amended)
 
The name of Corporation is Terralene Fuels Corpora tian.
 
I, the undersigned .Secretary of Golden Spirit Enterprises Ltd. DO HEREBY CERTIFY that the foregoing is a true, complete and accurate copy of resolutions duly adopted by the Board of Directors of the said Corporation at a special meeting held on the aforementioned day, at which a quorum of the Directors were present; and I do further certify that these resolutions have not been altered, amended repealed or rescinded and they are now in full force and effect.
 
Witness my and the Seat of the Corporation this 26th day of August, 2011
 
 
 
 
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