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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February~~August 2831, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________~~__________to to __________

Commission file number 333-119715

CAROLYN RIVER PROJECTS LTD.
(Exact name of registrant as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2640 Tempe Knoll Drive, North Vancouver, British Columbia, Canada V6C 1V5
(Address of principal executive offices) (zip code)

604.908.0233
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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.
Yes [X] 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 (§232.405 of this chapter) 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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting ~~company)~~ Smaller reporting company [X] company)

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

Yes[X] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

54,990,000 common shares issued and outstanding as of ~~April~~October 78, 2010.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial statements for the quarter ended ~~February~~August 2831, 2010 include all adjustments necessary in order to ensure ~~that~~ that the interim financial statements are not misleading.

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

FINANCIAL STATEMENTS

~~February~~August 2831, 2010

F-1

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

		February 28,			May 31,
		August 31,			May 31,
		2010			~~2009~~2010
ASSETS
Current
Cash	$	-7,295		$	212,~~265~~314
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities	$	1120,~~331~~420		$	2214,~~617~~250
Short term debt (Note 2)		-			61,546
Due to related party		86,550			86,550
Due to related party		66,550			31,550
		106,970			100,800
		77,881			115,713
Stockholders’ Deficit
Shareholders’ Deficit
Common stock
Common stock 585,000,000 shares authorized, $0.001 par value, 54,990,000 shares issued and outstanding (May 31, 2009 -54,990,000)		30,000			30,000
585,000,000 shares authorized, $0.001 par value,
Deficit accumulated during the development stage		(107,881	)		(143,448	)
54,990,000 shares issued and outstanding (May 31, 2010 - 54,990,000)		30,000			30,000
		(77,881	)		(113,448	)
Deficit accumulated during the development stage		(129,675	)		(118,486	)
	$	-		$	2,265
		(99,675	)		(88,486	)
	$	7,295		$	12,314

The accompanying ~~notes~~note ~~are~~is an integral part of these ~~financial~~interim financial statements.

F-2

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

								Cumulative from						~~Cumulative from~~
		Three months			Three months			~~Nine~~February ~~months~~2, 2004			~~Nine months~~			~~February 2, 2004~~
		ended			ended			~~ended~~(Inception) to			~~ended~~			~~(Inception) to~~
		February 28,			February 28,			February 28,			February 28,			February 28,
		August 31,			August 31,			August 31,
		2010			2009			2010			~~2009~~			~~2010~~
Expenses
Accounting and audit fees	$	3,296		$	4,896		$	12,814		$	12,387		$	89,511
Accounting and audit	$	6,434		$	5,758		$	101,914
Bank charges and interest		2720			1864			~~109~~758			54			~~712~~
Filing fees		573			775			5,030			1,924			14,816
Filing		802			4,032			16,044
Interest expense		-			1,~~375~~470			19,~~470~~202			~~3,335~~			~~9,202~~
Legal fees		3,677			705			11,456			6,695			45,390
Legal		3,833			4,479			49,658
Mineral property costs		-			-			-12,500			-			~~12,500~~
Office and general expenses		320			-			320			-			916
Office and general		100			-			4,765
Transfer agent fees		-			-			-1,600			~~500~~			~~1,600~~
Loss from Operation		(7,893	)		(7,769	)		(31,199	)		(24,895	)		(174,647	)
Loss from Operations		(11,189	)		(15,803	)		(196,441	)
Other Items
Other Item
Forgiveness of debt		-			-			66,766			-			66,766
Gain on forgiveness of debt		-			-			66,766
	$	(7,893	)	$	(7,769	)	$	35,567		$	(24,895	)	$	(107,881	)
Net Loss	$	(11,189	)	$	(15,803	)	$	(129,675	)
Net Earnings (Loss) per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
Net Loss per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Shares Outstanding – Basic and Diluted		54,990,000			54,990,000			~~54,990,000~~			~~54,990,000~~

The accompanying ~~notes~~note ~~are~~is an integral part of these ~~financial~~interim financial statements.

F-3

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

								Cumulative from
		Nine months			Nine months			February 2, 2004
		Three months			Three months			February 2, 2004
		ended			ended			(Inception) to
		February 28,			February 28,			February 28,
		August 31,			August 31,			August 31,
		2010			2009			2010
Cash Used in Operating Activities
Net income (loss)	$	35,567		$	(24,895	)	$	(107,881	)
Net loss	$	(11,189	)	$	(15,803	)	$	(129,675	)
Adjustment to reconcile net loss to net used in operating activities
Adjustments to reconcile net loss to net cash used in operating activities
Accrued interest		~~1,470~~-			-1,470			7,980
Gain on forgiveness of debt		~~(66,766~~-	)		-			(66,766	)
Changes in non cash working capital items
Accounts payable and accrued liabilities		~~(11~~6,~~286~~170	)		2(3,~~496~~507	)		1120,~~331~~420
Net Cash Used in Operating Activities		(415,~~015~~019	)		(2217,~~399~~840	)		(~~155~~168,~~336~~041	)
Cash From Financing Activities
Proceeds from sale and issuance of common stock		-			-			30,000
Increase in due to related party		35,000			-			66,550
Advances from related party		-			12,000			86,550
Short term debt		~~3,750~~-			223,~~345~~750			58,786
Net Cash Provided by Financing Activities		~~38,750~~-			2215,~~345~~750			~~155~~175,336
Decrease in Cash		(2,265	)		(54	)		-
Increase (Decrease) in Cash		(5,019	)		(2,090	)		7,295
Cash, Beginning		212,~~265~~314			32,~~033~~265			-
Cash, Ending	$	-7,295		$	~~2,979~~175		$	-7,295
Supplemental Cash Flow Information
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying ~~notes~~note ~~are~~is an integral part of these ~~financial~~interim financial statements.

F-4 2 -

Note 1	Basis of Presentation
	Unaudited Interim Financial Statements
	The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended May 31, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.
	The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended May 31, 2010, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended August 31, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2011.
	The Company has evaluated subsequent events through its financial statement filing date.
Note 2	Short Term Debt
	During the year ended May 31, 2008, the Company arranged a credit facility with a lender for an amount up to $100,000. During the nine months ended February 28, 2010, the lender has forgiven all principal and interest accrued in the amount of $66,766, including total accrued interest of $7,980 (May 31, 2009: $6,510).

F-5 3 -

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and is prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, and unless otherwise indicated, the terms “we”, “us” and “our” mean Carolyn River Projects Ltd., unless otherwise indicated.

Corporate History

We were incorporated on February 2, 2004 under the laws of the state of Nevada.

Effective June 15, 2007, we completed a merger with our subsidiary Parmasters Golf Training Centers, Inc. As a result, we changed our name from “Quorum Ventures, Inc.” to “Parmasters Golf Training Centers, Inc.”

In addition, effective June 15, 2007, we effected a seven point eight (7.8) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 shares of common stock with a par value of $0.001 to 585,000,000 shares of common stock with a par value of $0.001. Our issued and outstanding share capital increased from 7,050,000 shares of common stock to 54,990,000 shares of common stock.

Effective August 24, 2007, we completed a merger with our subsidiary, Carolyn River Projects Ltd. As a result, we changed our name from “Parmasters Golf Training Centers, Inc.” to “Carolyn River Projects Ltd.” We changed the name of our company to better reflect the direction and business of our company.

Our company’s first acquisition occurred on April 1, 2004, when we entered into an agreement with Mr. Glen Macdonald of Vancouver, British Columbia, whereby he agreed to sell to us a total of three mineral claims located approximately 44 miles east-northeast of Yellowknife, Northwest Territories, that have the potential to contain gold and silver mineralization or deposits. Neither we nor our management have any relationship or affiliation with Mr. Macdonald. In order to acquire a 90% interest in these claims, subject to a 2% net smelter returns royalty, we paid $7,500 to Mr. Macdonald from our cash on hand. These claims lapsed on May 27, 2007.

Our Current Business

We are an exploration stage company. We are currently seeking opportunities to acquire prospective or existing mineral properties or are seeking business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of us or may wish to contribute assets to us rather than merge. We are currently in negotiations with several parties to enter into a business opportunity but we have not entered into any definitive agreements to date and there can be no assurance that we will be able to enter into any definitive agreements. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

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Management of our company believes that there are perceived benefits to being a reporting company with a class of publicly-traded securities. These are commonly thought to include: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market.

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We may seek a business opportunity with entities who have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resign and be replaced by one or more new officers and directors.

As of the date hereof, management has not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.

As an exploration stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with the unaudited interim consolidated financial statements and the notes to the unaudited interim consolidated financial statements included in this quarterly report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

For the three month periods ended ~~February~~August 2831, 2010 and ~~February~~ 28August 31, 2009

~~Our~~ There ~~interim~~were ~~financial~~no ~~statements~~material ~~report~~changes ain ~~net~~our ~~loss~~results of ~~$7,893~~operations ~~for~~as ~~the~~our ~~three~~results ~~month~~of ~~period~~operations ~~ended~~were ~~February~~consistent ~~28,~~with ~~2010~~past asperiods. ~~compared~~We did not generate or realize any revenues from our business operations and our expenses were related to complying with our obligations as a ~~net~~reporting ~~loss~~company under the Exchange Act. These expenses consisted primarily of ~~$7,769~~professional ~~for~~fees relating to the ~~three~~preparation of ~~month~~our ~~period~~financial ~~ended~~statements ~~February~~and 28completion of our annual report, ~~2009~~quarterly reports and current reports filings with the SEC.

~~During the~~- ~~three~~5 ~~months~~- ended February 28, 2010, we incurred expenses of $7,893 compared to $7,769 during the three months ended February 28, 2009. The increase in expenses during the three months ended February 28, 2010 was largely due to increases in legal fees and office and general expenses and offset by decreases in accounting and audit fees, filing fees and interest expense.

~~For~~ Our interim ~~the~~consolidated ~~nine~~financial statements report a net loss of $11,189 for the three month ~~periods~~period ended ~~February~~August 2831, 2010 ~~and~~as compared to a net loss of $15,803 ~~February~~for 28the three month period ended August 31, 2009 .

~~Our~~ During ~~interim~~the ~~financial~~three ~~statements~~months ~~report~~ended aAugust ~~net~~31, ~~income of $35~~2010,~~567~~ ~~for~~we ~~the~~incurred ~~nine~~expenses ~~month period~~of ~~ended February 28~~$11,189 ~~2010 as~~ compared to ~~a net loss of~~ $2415,~~895~~803 ~~for~~during the ~~nine month~~three ~~period~~months ended ~~February~~August 2831, 2009. ~~Our~~The ~~net~~decrease ~~income~~in expenses ~~for~~during the ~~nine~~three months ended ~~February~~ 28August 31, 2010 ~~resulted~~was ~~from~~largely ~~the~~due ~~forgiveness~~to decreases ~~of short term debt~~ in ~~the~~legal ~~amount of $66~~fees,~~766.~~ ~~Our~~filing ~~accumulated~~fees ~~net~~and ~~loss~~interest ~~for the period from February 2, 2004, our date of inception, to February 28, 2010 was $107,881~~expense.

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During the nine months ended February 28, 2010, we incurred expenses of $31,199 compared to $24,895 during the nine months ended February 29, 2010. The increase in expenses during the nine months ended February 29, 2010 was largely due to increases in accounting and audit fees, legal fees, filing fees and office and general expenses and offset by decreases in interest expense and transfer agent fees.

Liquidity and Capital Resources

We had cash noof ~~cash~~$7,295 as of ~~February~~August 2831, 2010 and a working capital deficit of $7799,~~881~~675. Our total liabilities as of ~~February~~August 2831, 2010 were $77106,~~881~~970, as compared to total liabilities of $~~115~~100,~~713~~800 as of May 31, ~~2009~~2010. The change was due primarily to a ~~decrease~~increases in accounts payable and accrued liabilities~~, the forgiveness of short term debt and an increase in amounts due to a related party~~.

To date, we have had negative cash flows from operations and we have been dependent on on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during the twelve month period ending August 31, 2011. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, ~~ended~~we ~~February~~will ~~28,~~be ~~2011~~required to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

We incurred income of $35,567 for the nine month period ended February 28, 2010 due the forgiveness of short term debt. As indicated in our annual report on Form 10-K for the fiscal year ended May 31, 2009 filed on August 24, 2009, our estimated working capital requirements and projected operating expenses for the twelve month period ending May 31, 2010 are $55,000. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

Given that we are an exploration stage company and have not generated revenues to date, our cash flow projections are subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that our company will generate cash flow sufficient to meet our cash flow projections or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months to execute our business plan.

There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Cash Flow Used in Operating Activities

~~Operating~~ Operating activities used cash of $415,~~015~~019 for the ~~nine~~three month period ended ~~February 28,~~August 31, 2010, compared to using $2217,~~399~~840 for the ~~nine~~three month period ended ~~February~~August 2831, 2009. The ~~increase~~decrease in cash used during the ~~nine~~three month period ended ~~February~~August 2831, 2010 was commensurate with ana ~~adjustment~~decrease onin ~~the~~our ~~gain~~net onloss ~~forgiveness~~$nil balance of ~~debt~~accrued ~~offset~~interest byand ~~net~~a ~~income~~higher balance of accounts payable and accrued liabilities.

- 7 -

Cash Flow Provided by Financing Activities

~~Financing~~ Financing activities ~~generated~~provided cash of $~~38,750~~nil for the ~~nine~~three month period ended ~~February~~ 28August 31, 2010, compared to ~~generating~~ $2215,~~345~~750 for the ~~nine~~three month period ended ~~February~~ ~~28,~~August ~~2009. All of the cash generated from financing activities for the nine month period ended February 28~~31, ~~2010 was from short term debt and advances~~ ~~from a related party~~2009.

Product Research and Development

We do do not anticipate that we will spend any significant monies on research and development over the twelve month period ending ~~February~~August 2831, 2011.

- 6 -

Purchase of Significant Equipment

We do do not intend to purchase any significant equipment over the twelve month period ending ~~February~~August 2831, 2011.

Off-Balance Sheet Arrangements

As of August ~~February 28~~31, 2010, our company had no off-balance sheet arrangements, ~~including~~ including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our company does not engage in trading activities involving non-exchange traded contracts.

Employees

We currently have no employees, other than our executive officers, and we do not expect to hire any employees in the foreseeable future. We presently conduct our business through agreements with consultants and arms-length third parties.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Use of Estimates ~~and Assumptions~~

The preparation of financial statements in conformity with ~~generally~~GAAP ~~accepted accounting principles in the United States of America~~ requires management to to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~Actual~~Our company regularly evaluates estimates and assumptions. Our company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results ~~could~~of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from ~~those~~our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The most significant estimates with regard to these financial statements relate to deferred income tax rates and timing of the reversal of income tax differences.

~~Loss~~Foreign ~~Per~~Currency ~~Share~~Translation

~~Basic~~ Foreign ~~net~~denominated ~~loss~~monetary ~~per~~assets ~~share~~and isliabilities ~~computed~~are bytranslated ~~dividing net loss attributable~~ to ~~common~~their United ~~stockholders~~States bydollar ~~the~~equivalents ~~weighted~~using ~~average~~foreign ~~number~~exchange ofrates ~~shares~~which ~~outstanding~~prevailed ~~during~~at the ~~period.~~balance ~~Diluted~~sheet ~~net~~date. ~~loss~~Expenses ~~per~~are ~~share~~translated ~~takes~~at ~~into~~average ~~consideration~~rates ~~shares~~ of ~~common~~exchange during ~~stock~~the ~~outstanding~~period. ~~(computed~~Related ~~under~~translation ~~basic~~adjustments ~~loss~~are ~~per~~reported ~~share)~~as ~~and~~a ~~potentially~~separate ~~dilutive~~component ~~shares~~ of ~~common~~stockholders’ ~~stock.~~equity, ~~Because~~whereas wegains door ~~not~~losses ~~have~~resulting ~~any~~from ~~potentially~~foreign ~~dilutive~~currency ~~securities,~~transactions ~~our~~are ~~financial~~included ~~statements~~in ~~include~~results ~~only~~of ~~basic loss per share~~operations.

~~Financial~~Earnings ~~instruments~~(Loss) Per Share

~~Our~~ Basic ~~financial~~earnings ~~instruments~~(loss) ~~consist~~per ofshare ~~cash,~~includes ~~accounts~~no ~~payable~~dilution and ~~accrued~~is ~~liabilities~~computed by dividing ~~and~~income ~~advances~~available ~~from~~to acommon ~~related~~stockholders ~~party.~~by ~~The~~the ~~fair~~weighted ~~values~~average number of ~~these financial~~common ~~instruments~~shares ~~approximate~~outstanding ~~their~~for ~~carrying~~the ~~values~~period. ~~due~~Dilutive toearnings ~~the~~per ~~short-term~~share ~~maturity~~reflect the potential dilution of ~~those~~securities ~~instruments.~~that Incould ~~management’s~~share ~~opinion,~~in wethe ~~are not~~earnings ~~exposed~~of toour company. ~~significant~~Because ~~interest~~our ~~rate,~~company ~~currency~~does ~~exchange~~not ~~rate~~have orany ~~credit~~potentially ~~risk~~dilutive securities, ~~arising~~diluted ~~from~~earnings ~~these~~(loss) ~~financial~~per ~~instruments.~~share Weis ~~are~~equal ~~not~~to ~~party~~basic toearnings ~~any~~(loss) ~~derivative instruments.~~per share.

-Income 8Taxes -

Deferred income taxes are provided for tax effects of temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements. Our company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to being in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.

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Financial Instruments

The fair value of our company’s financial instruments, consisting of cash, accounts payable and amount due to related party, is estimated to be equal to their carrying value. It is management’s opinion that our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In Recent ~~June~~pronouncements ~~2009, the Financial Accounting Standards Board (“FASB”)~~ issued ~~SFAS~~by ~~No.168, FASB Accounting Standards Codification and~~ the ~~Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162 (“Statement 168”). Statement 168 establishes the~~ FASB ~~Accounting~~or ~~Standards~~other ~~Codification as the source of~~ authoritative accounting ~~principles recognized by the FASB to be~~standards ~~applied~~groups ~~in the preparation of financial statements in conformity~~ with ~~generally accepted~~future ~~accounting~~effective ~~principles.~~dates ~~Statement~~are ~~168~~either ~~explicitly~~not ~~recognizes~~applicable ~~rules~~or ~~and interpretive~~are ~~releases~~not ~~of the Securities and Exchange commission (“SEC”) under~~expected ~~federal~~to ~~securities~~be ~~laws~~significant asto ~~authoritative~~the ~~GAAP for SEC registrants. Statement 168 is effective for~~ financial statements ~~issued~~of ~~for~~our ~~fiscal years and interim periods ending after September 15, 2009~~company.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our President and our Secretary to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of August ~~February 28~~31, 2010, the three month period covered by this report, we carried ~~out~~ out an evaluation, under the supervision and with the participation of our management, including our President and our Secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and our Secretary concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. We have insufficient resources to adequately ensure that information is reported within the time periods specified in the SEC’s rules and forms. We do not have the funds necessary to cover our projected operating expenses over the next 12 month period. We are seeking to raise additional funds through the issuance of equity securities. There can be no assurance that we will be successful in raising the capital required to continue our operations and comply with our reporting requirements.

There have been no significant changes in our internal controls over financial reporting that occurred during the three month period ended ~~February~~August 2831, 2010 ~~that~~ that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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Item 1A. Risk Factors.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other forward-looking statements. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other forward-looking statements involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-looking statements. Prospective investors should consider carefully the risk factors set out below.

Risks Related To Our Financial Condition and Business Model

Scarcity of and Competition for Business Opportunities and Combinations

We are, and will continue to be, an insignificant participant amongst numerous other companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. We will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.

The worldwide macroeconomic downturn may reduce the ability of our company to obtain the financing necessary to continue our business and may reduce the number of viable businesses that we may wish to acquire.

In 2008 and 2009, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, volatile but generally declining energy costs, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these macroeconomic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in decreased business opportunities as potential target companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations and to consummate a business opportunity with a viable business.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We ~~had~~ had cash in the amount of $~~Nil~~7,295 and a working capital deficit of $7799,~~881~~675 as of ~~February~~August 2831, 2010. We anticipate that we will require additional financing while we are seeking a suitable business opportunity or business combination. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next twelve months. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through a private placement of our common shares.

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There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a material adverse effect upon our company. We will require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

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A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

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No Agreement for Business Combination or Other Transaction/No Standards for Business Combination.

We have no arrangement, agreement, or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. There can be no assurance that we will successfully identify and evaluate suitable business opportunities or conclude a business combination. There is no assurance that we will be able to negotiate the acquisition of a business opportunity or a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics.

Risks Associated with Our Common Stock

Trading of our stock may be restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved.

Item 5. Other Information

None.

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Item 6. Exhibits.

Exhibit Number	Description of Exhibit
3.1	Articles of Incorporation (incorporated by reference from our Form SB-2 Registration Statement, as amended, originally filed on October 13, 2005)
3.2	Bylaws (incorporated by reference from our Form SB-2 Registration Statement, as amended, originally filed on October 13, 2005)
3.3	Articles of Merger filed with the Secretary of State of Nevada on May 30, 2007 and which is effective June 11, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on June 21, 2007)
3.4	Certificate of Change filed with the Secretary of State of Nevada on May 31, 2007 and which is effective June 11, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on June 21, 2007)
3.5	Articles of Merger filed with the Secretary of State of Nevada on August 17, 2007 and which is effective August 24, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on August 29, 2007)
14.1	Code of Ethics and Business Conduct (incorporated by reference from our Annual Report on Form 10-K, filed on August 24, 2009)
31.1*	Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
99.1	Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-K, filed on August 24, 2009)

*Filed herewith

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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.

CAROLYN RIVER PROJECTS LTD.

By: /s/ Steve Bolton Steve ~~Bolton President~~BoltonPresident, Chief Executive Officer, ~~Secretary, Treasurer,~~ Chief Financial Officer, Secretary, Treasurer and Director(Principal Executive Officer, ~~PrincipalFinancial~~ ~~Officer~~Principal FinancialOfficer and Principal Accounting Officer) Date: ~~April 9~~October 14, 2010

Filing Compare · CAROLYN RIVER PROJECTS LTD.