UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[(Mark One)

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

For the quarterly period ended ~~November~~February 3028, ~~2008~~2009

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

For the transition period from __________ to ____________

Commission file number 333-119715

~~CAROLYN~~Carolyn ~~RIVER~~River ~~PROJECTS LTD~~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 [ ]~~

Yes [ X ]

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):

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

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 [

]

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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 ~~January~~ 9May 4, 2009.

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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 ~~November~~February 3028, ~~2008~~ 2009 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

~~CAROLYN~~- ~~RIVER~~4 ~~PROJECTS LTD.~~ -

(ACAROLYN ~~Development~~RIVER ~~Stage~~PROJECTS ~~Company)~~ LTD.

~~FINANCIAL~~(A ~~STATEMENTS~~Development Stage Company)

~~November~~FINANCIAL ~~30, 2008~~STATEMENTS

~~CAROLYN~~February ~~RIVER~~28, ~~PROJECTS LTD. (A Development Stage Company) BALANCE SHEETS (Unaudited)~~2009

		November 30,			May 31,
		2008			2008
ASSETS
Current
Cash	$	2,997		$	3,033
	$	2,997		$	3,033
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities	$	8,950		$	12,830
Short term debt		58,796			37,826
Due to related party		31,550			31,550
		99,296			82,206
Shareholders’ Deficit
Common stock
585,000,000 shares authorized, $0.001 par value,
54,990,000 shares issued and outstanding
(May 31, 2008 -54,990,000)		30,000			30,000
Deficit accumulated during the development stage		(126,299	)		(109,173	)
		(96,299	)		(79,173	)
	$	2,997		$	3,033

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~~The~~CAROLYN ~~accompanying~~RIVER ~~note~~PROJECTS ~~is an integral part of these financial statements~~LTD.

~~CAROLYN RIVER PROJECTS LTD.~~ (A Development Stage Company) ~~STATEMENTS OF OPERATIONS (Unaudited)~~

		Three months			Three months			Six months			Six months			February 2, 2004
		ended			ended			ended			ended			(Inception) to
		November 30,			November 30,			November 30,			November 30,			November 30,
		2008			2007			2008			2007			2008
Expenses
Accounting and audit fees	$	2,225		$	6,502		$	7,491		$	9,020		$	66,495
Bank charges and interest		18			19			36			40			565
Filing fees		472			1,466			1,149			2,466			8,811
Interest expense		1,060			-			1,960			-			4,982
Legal fees		3,005			10,988			5,990			10,988			30,750
Mineral property costs		-			-			-			-			12,500
Office and general expenses		-			325			-			325			596
Transfer agent fees		500			-			500			-			1,600
Net Loss	$	(7,280	)	$	(19,300	)	$	(17,126	)	$	(22,839	)	$	(126,299	)
Net Loss per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(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

BALANCE SHEETS

~~The accompanying note is an integral part of these financial statements.~~(Unaudited)

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	February 28,	May 31,
	2009	2008

ASSETS

Current
Cash	$ 2,979	$ 3,033

	$ 2,979	$ 3,033


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current
Accounts payable and accrued liabilities	$ 15,326	$ 12,830

Short term debt	60,171	37,826
Due to related party	31,550	31,550
	107,047	82,206

Shareholders’ Deficit
Common stock
585,000,000 shares authorized, $0.001 par value,
54,990,000 shares issued and outstanding	30,000	30,000
(May 31, 2008 -54,990,000)

Deficit accumulated during the exploration stage	(134,068)	(109,173)
	(104,068)	(79,173)

Total liabilities and stockholders’ deficit	$ 2,979	$ 3,033

The accompanying note is an integral part of these financial statements.

~~CAROLYN~~- ~~RIVER~~6 ~~PROJECTS LTD. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)~~-

		Six months			Six months			February 2, 2004
		ended			ended			(Inception) to
		November 30,			November 30,			November 30,
		2008			2007			2008
Cash Used in Operating Activities
Net loss	$	(17,126	)	$	(22,839	)	$	(126,299	)
Changes in non cash working capital items
Accounts payable and accrued liabilities		(3,880	)		(3,148	)		8,950
Net Cash Used in Operating Activities		(21,006	)		(25,987	)		(117,349	)
Cash From Financing Activities
Proceeds from sale and issuance of common stock		-			-			30,000
Increase in due to related party		-			24,999			31,550
Short term debt		20,970			-			58,796
Net Cash Provided by Financing Activities		20,970			24,999			120,346
Increase (Decrease) in Cash		(36	)		(988	)		2,997
Cash, Beginning		3,033			4,169			-
Cash, Ending	$	2,997		$	3,181		$	2,997
Supplemental Cash Flow Information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

CAROLYN RIVER PROJECTS LTD.

~~The~~(A ~~accompanying~~Development ~~note~~Stage ~~is an integral part of these financial statements.~~Company)

-STATEMENTS 4OF -OPERATIONS

~~CAROLYN RIVER PROJECTS LTD.~~ (~~Formerly Parmasters Golf Training Centers, Inc. and Quorum Ventures, Inc.) (A Development Stage Company) NOTE TO THE FINANCIAL STATEMENTS November 30, 2008 (~~Unaudited)

Note 1 Basis of Presentation


	Three months	Three months	Nine months	Nine months	February 2, 2004
	ended	ended	ended	ended	(Inception) to
	February 28,	February 29,	February 28,	February 29,	February 28,
	2009	2008	2009	2008	2009

Expenses
Accounting and audit fees	$ 4,896	$ 2,885	$ 12,387	$ 11,905	$ 71,391
Bank charges and interest	18	19	54	59	583
Filing fees	775	-	1,924	2,466	9,586
Interest expense	1,375	-	3,335	-	6,357
Legal fees	705	1,500	6,695	12,488	31,455
Mineral property costs	-	-	-	-	12,500
Office and general expenses	-	111	-	436	596
Transfer agent fees	-	25	500	25	1,600

Net Loss	$ (7,769)	$ (4,540)	$ (24,895)	$ (27,379)	$ (134,068)

Net Loss per Share – Basic and Diluted	$ (0.00)	$ (0.00)	$ (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 note is an integral part of these financial statements.

Unaudited Interim Financial StatementsThe 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, 2008, included in the Company’s Form 10-~~KSB~~ ~~filed~~7 with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10KSB. 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 November 30, 2008 are not necessarily indicative of the results that may be expected for the year ending May 31, 2009.-

-CAROLYN 5RIVER -PROJECTS LTD.

~~Item~~(A 2.Development ~~Management’s~~Stage ~~Discussion and Analysis of Financial Condition and Results of Operations.~~Company)

~~FORWARD-LOOKING~~ STATEMENTS OF CASH FLOWS

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.(Unaudited)

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.


	Nine months ended February 28,	Nine months ended February 29,	February 2, 2004 (Inception) to February 28,
	2009	2008	2009

Cash Used in Operating Activities
Net loss	$ (24,895)	$ (27,379)	$ (134,068)
Changes in non cash working capital items
Accounts payable and accrued liabilities	2,496	1,262	15,326
Net Cash Used in Operating Activities	(22,399)	(26,117)	(118,742)


Cash From Financing Activities
Proceeds from sale and issuance of common stock	-	-	30,000
Increase in due to related party	-	24,999	31,550
Short term debt	22,345	-	60,171
Net Cash Provided by Financing Activities	22,345	24,999	121,721

Increase (Decrease) in Cash	(54)	(1,118)	2,979

Cash, Beginning	3,033	4,169	-

Cash, Ending	$ 2,979	$ 3,051	$ 2,979


Supplemental Cash Flow Information
Cash paid for:
Interest	$ -	$	$ -
Income taxes	$ -	$ -	$ -

The accompanying note is an integral part of these financial statements.

As- ~~used~~8 ~~in this quarterly report, and unless otherwise indicated, the terms “we”, “us” and “our” mean Carolyn River Projects Ltd., unless otherwise indicated.~~-

~~Corporate~~CAROLYN ~~History~~RIVER PROJECTS LTD.

We(A ~~were~~Development ~~incorporated~~Stage ~~on February 2, 2004 under the laws of the state of Nevada.~~Company)

~~Effective~~NOTE ~~June~~TO ~~15,~~THE ~~2007,~~FINANCIAL ~~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.”~~STATEMENTS

InFebruary ~~addition~~28, 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.2009

~~Effective~~(Unaudited) ~~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~~Note ~~company’s first acquisition occurred on April~~ 1, ~~2004,~~Basis ~~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.Presentation

~~Our~~Unaudited ~~Current~~Interim ~~Business~~Financial Statements

WeThe ~~are~~accompanying anunaudited ~~exploration~~interim ~~stage company.~~financial Westatements ~~are~~have ~~currently~~been ~~seeking~~prepared ~~opportunities~~in toaccordance ~~acquire~~with ~~prospective~~generally ~~or existing~~accepted ~~mineral~~accounting ~~properties~~principles orfor ~~are~~interim ~~seeking~~financial ~~business~~information ~~opportunities~~and in accordance with ~~established~~ ~~business~~the ~~entities~~rules ~~for~~and regulations of the ~~merger~~Securities ofand aExchange ~~target~~Commission. ~~business~~They ~~with~~may ~~our company~~not include all information and footnotes required by generally accepted accounting principles for complete financial statements. InHowever, ~~certain~~except ~~instances~~as disclosed herein, athere ~~target~~has ~~business~~been ~~may~~no ~~wish~~material tochanges ~~become~~in athe ~~subsidiary of~~information usdisclosed orin ~~may~~the ~~wish~~notes to ~~contribute~~the ~~assets~~financial tostatements usfor ~~rather~~the ~~than~~year ~~merge~~ended May 31, 2008, included in the Company’s Form 10-KSB filed with the Securities and Exchange Commission. WeThe ~~are~~unaudited ~~currently~~ interim financial statements should be read in ~~negotiations~~conjunction with ~~several~~those ~~parties~~financial tostatements ~~enter~~included ~~into~~in athe ~~business~~Form ~~opportunity~~10-KSB. ~~but~~In wethe opinion of Management, all adjustments considered necessary for a fair presentation, ~~have~~consisting ~~not~~solely ~~entered~~of ~~into~~normal ~~any~~recurring ~~definitive~~adjustments, ~~agreements~~have tobeen ~~date~~made. ~~and~~Operating ~~there~~results ~~can~~for bethe ~~no assurance~~nine ~~that~~months weended ~~will~~February be28, ~~able~~2009 toare ~~enter~~not ~~into~~necessarily ~~any~~indicative ~~definitive~~of ~~agreements.~~the ~~We anticipate~~results that ~~any~~may ~~new~~be ~~acquisition~~expected orfor ~~business~~the ~~opportunities~~year byending ~~our~~May 31, 2009.

- 69 -

~~company will require additional financing~~Item 2. Management’s ~~There~~Discussion ~~can~~and beAnalysis ~~no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan~~ of ~~operation.~~Financial IfCondition ~~our company requires additional financing~~ and weResults ~~are~~of ~~unable to acquire such funds, our business may fail~~Operations.

~~Management of our company believes that there are perceived benefits to being a reporting company with a class of publicly~~FORWARD-~~traded~~LOOKING 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.STATEMENTS

WeThis ~~may~~quarterly ~~seek~~report acontains ~~business opportunity~~forward-looking ~~with~~statements ~~entities~~as ~~who~~that ~~have~~term ~~recently~~is ~~commenced~~defined ~~operations,~~in orSection ~~entities who~~27A ~~wish~~of tothe ~~utilize~~United States Securities Act of 1933 and Section 21E of the ~~public~~United ~~marketplace~~States inSecurities ~~order~~Exchange toAct ~~raise~~of ~~additional~~1934. These ~~capital in~~statements ~~order~~relate to ~~expand~~future ~~business~~events ~~development~~or ~~activities~~our future financial performance. In some cases, toyou ~~develop~~can aidentify ~~new~~forward-looking ~~product~~statements ~~or service~~by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or ~~for~~“continue” or the negative of these terms or other ~~corporate~~comparable ~~purposes~~terminology. WeThese ~~may~~statements ~~acquire~~are ~~assets~~only predictions and ~~establish~~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 ~~wholly~~activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-~~owned~~looking ~~subsidiaries~~statements. Although we believe that the expectations reflected in ~~various~~the ~~businesses~~forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or ~~acquire~~achievements. ~~existing~~Except ~~businesses~~ as ~~subsidiaries~~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.

InFinancial ~~implementing~~information acontained ~~structure~~in ~~for~~this ~~a particular~~quarterly ~~business~~report ~~acquisition~~and orin ~~opportunity,~~our weunaudited ~~may~~interim ~~become~~financial astatements ~~party~~is tostated ~~a merger,~~in ~~consolidation,~~United ~~reorganization,~~States ~~joint~~dollars ~~venture,~~and oris ~~licensing~~prepared ~~agreement with~~in ~~another~~accordance ~~corporation~~with orUnited ~~entity.~~States Wegenerally ~~may~~accepted ~~also~~accounting ~~acquire stock or assets of an existing business~~principles. ~~Upon~~The ~~the~~following ~~consummation~~discussion ofshould ~~a transaction, it is likely that our present management will no longer~~ be read in ~~control~~conjunction ofwith our ~~company.~~unaudited Ininterim ~~addition,~~financial ~~it is~~statements ~~likely that our officers~~ and ~~directors will, as part of~~ the ~~terms~~related ofnotes ~~the acquisition~~that ~~transaction,~~appear ~~resign~~elsewhere ~~and~~in bethis ~~replaced~~quarterly ~~by one or more new officers and directors~~report.

As ofused ~~the~~in ~~date~~this ~~hereof~~quarterly report, ~~management has~~and ~~not~~unless ~~entered~~otherwise ~~into~~indicated, ~~any~~the ~~formal~~terms ~~written~~“we”, ~~agreements~~“us” ~~for~~and a“our” ~~business~~mean ~~combination~~Carolyn ~~or opportunity.~~River ~~When~~Projects ~~any such agreement is reached~~Ltd., weunless ~~intend~~otherwise ~~to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission~~indicated.

WeCorporate 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.History

AsWe anwere ~~exploration~~incorporated ~~stage~~on ~~company, we~~February ~~are not able to fund our cash requirements through our current operations. Historically~~2, we2004 ~~have~~under ~~been~~the ~~able~~laws ~~to raise a limited amount~~ of ~~capital~~the ~~through private~~state ~~placements~~ of ~~our equity stock, but we are uncertain about our continued ability to raise funds privately~~Nevada. 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~~Effective OFJune ~~OPERATIONS~~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.”

~~You~~In ~~should~~addition, ~~read~~effective ~~the~~June ~~following discussion~~15, of2007, ~~our~~we ~~financial~~effected ~~condition~~a ~~and~~seven ~~results~~point ofeight ~~operations~~(7.8) ~~together~~for ~~with the~~one ~~unaudited~~(1) ~~interim~~forward ~~consolidated~~stock ~~financial~~split ~~statements~~of our authorized, issued and ~~the~~outstanding ~~notes~~common tostock. As ~~the unaudited~~a ~~interim~~result, ~~consolidated~~our ~~financial~~authorized ~~statements~~capital ~~included~~increased infrom ~~this~~75,000,000 ~~quarterly report.~~shares ~~This~~of ~~discussion~~common ~~contains~~stock ~~forward-looking~~with ~~statements~~a ~~that~~par ~~reflect~~value ~~our plans~~of $0.001 to 585,000,000 ~~estimates~~shares ~~and~~of ~~beliefs.~~common stock with a par value of $0.001. Our ~~actual~~issued ~~results~~and ~~may~~outstanding ~~differ~~share ~~materially~~capital increased from ~~those~~ ~~anticipated~~7,050,000 inshares ~~these~~of ~~forward-looking~~common ~~statements~~stock to 54,990,000 shares of common stock.

~~For~~Effective ~~the~~August ~~three~~24, ~~month~~2007, ~~periods~~we ~~ended~~completed ~~November~~a 30merger with our subsidiary, ~~2008~~Carolyn ~~and November~~River 30Projects Ltd. As a result, ~~2007~~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 ~~interim~~company’s ~~consolidated financial~~first ~~statements~~acquisition ~~report~~occurred aon ~~net~~April ~~loss~~1, 2004, when we entered into an agreement with Mr. Glen Macdonald of $7Vancouver,~~280~~ ~~for~~British ~~the~~Columbia, whereby he agreed to sell to us a total of three ~~month~~mineral ~~period ended~~claims ~~November~~located 30approximately 44 miles east-northeast of Yellowknife, ~~2008~~Northwest asTerritories, ~~compared~~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 ~~loss~~smelter ofreturns royalty, we paid $197,~~300~~500 ~~for~~to ~~the~~Mr. ~~three~~Macdonald ~~month period~~from ~~ended~~our ~~November~~cash 30on hand. These claims lapsed on May 27, 2007.

~~During~~Our ~~the~~Current three months ended November 30, 2008, we incurred expenses of $7,280 compared to $19,300 during the three months ended November 30, 2007. The decrease in expenses during the three months ended November 30, 2008 was largely due to decreases in accounting and audit fees, filing fees and legal fees.Business

-We 7are -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

~~For~~- ~~the~~10 ~~six month periods ended November 30, 2008 and November 30, 2007~~-

~~Our~~company ~~interim~~will ~~consolidated financial~~require ~~statements~~additional ~~report~~financing. There acan ~~net~~be ~~loss~~no ofassurance, ~~$17~~however,~~126~~ ~~for~~that ~~the~~we ~~six~~will ~~month~~be ~~period~~able ~~ended November~~to ~~30,~~acquire ~~2008~~the asfinancing ~~compared~~necessary to aenable ~~net~~us ~~loss~~to ofpursue ~~$22,839~~our ~~for~~plan ~~the~~of ~~six~~operation. If ~~month~~our ~~period ended~~company ~~November~~requires ~~30,~~additional ~~2007.~~financing ~~Our~~and ~~accumulated~~we ~~net~~are ~~losses~~unable ~~for~~to ~~the~~acquire ~~period~~such ~~from February 2~~funds, ~~2004,~~ our ~~date~~business ofmay ~~inception, to November 30, 2008 was $126,299~~fail.

~~During~~Management ~~the~~of ~~six~~our ~~months~~company ~~ended November~~believes ~~30,~~that ~~2008,~~there weare ~~incurred~~perceived ~~expenses~~benefits to being a reporting company with a class of ~~$17,126~~publicly-traded ~~compared~~securities. These are commonly thought to ~~$22,839~~include: ~~during~~ (i) the ~~six~~ability ~~months~~to ~~ended~~use ~~November~~registered ~~30,~~securities ~~2007.~~to ~~The~~acquire ~~decrease~~assets or businesses; (ii) increased visibility in ~~expenses~~the ~~during~~financial community; (iii) the ~~six months~~facilitation ~~ended~~of ~~November~~borrowing ~~30,~~from ~~2008~~financial ~~was~~institutions; ~~largely~~(iv) ~~due~~improved totrading ~~decreases~~efficiency; (v) stockholder liquidity; (vi) greater ease in ~~accounting~~subsequently ~~and audit~~raising ~~fees,~~capital; ~~filing~~(vii) ~~fees~~compensation of key employees through stock options; (viii) enhanced corporate image; and ~~legal~~(ix) ~~fees~~a presence in the United States capital market.

~~Liquidity~~We ~~And~~may ~~Capital~~seek ~~Resources~~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.

WeIn ~~had~~implementing ~~cash~~a ofstructure ~~$2,997~~for asa ~~of November~~particular 30business acquisition or opportunity, ~~2008~~we ~~and~~may become a ~~working~~party ~~capital~~to ~~deficit~~a ofmerger, ~~$96~~consolidation,~~299~~ reorganization, joint venture, or licensing agreement with another corporation or entity. We ~~Our~~may ~~total liabilities~~also asacquire stock or assets of ~~November~~an ~~30,~~existing ~~2008~~business. Upon ~~were~~the ~~$99~~consummation of a transaction,~~296,~~ asit ~~compared~~is tolikely ~~total liabilities~~that our present management will no longer be in control of ~~$82~~our company. In addition,~~206~~ it is likely that our officers and directors will, as part of ~~May~~the 31terms of the acquisition transaction, ~~2008.~~resign ~~The~~and ~~change~~be ~~was~~replaced ~~due~~by ~~primarily~~one ~~to increases~~or inmore ~~short~~new ~~term~~officers ~~debt~~and directors.

ToAs ~~date,~~of wethe ~~have~~date ~~had~~hereof, ~~negative cash~~management ~~flows~~has ~~from~~not ~~operations~~entered ~~and~~into weany ~~have~~formal ~~been~~written ~~dependent~~agreements onfor ~~sales~~a ofbusiness ~~our~~combination ~~equity securities~~or ~~and~~opportunity. When ~~debt~~any ~~financing~~such toagreement ~~meet~~is ~~our~~reached, ~~cash~~we ~~requirements.~~intend ~~We expect this situation~~ to ~~continue~~disclose ~~for~~such ~~the~~an ~~foreseeable~~agreement ~~future.~~by Wefiling ~~anticipate~~a ~~that~~current wereport ~~will have~~on ~~negative~~Form ~~cash~~8-K ~~flows~~with ~~during~~ the ~~next~~Securities ~~twelve~~and ~~month~~Exchange ~~period ended November 30, 2009~~Commission.

We ~~incurred~~anticipate athat ~~loss of $17,126 for~~ the ~~six~~selection ~~month~~of ~~period~~a ~~ended~~business ~~November~~opportunity ~~30, 2008. As indicated~~ in ~~our~~which ~~annual~~to ~~report on~~participate ~~Form~~will ~~10-KSB~~be ~~for~~complex ~~the~~and ~~fiscal~~without ~~year~~certainty ~~ended~~of ~~May~~success. Management ~~31,~~believes ~~2008~~that ~~filed~~there onare ~~August~~numerous ~~29,~~firms ~~2008, our~~in ~~estimated~~various ~~working~~industries ~~capital~~seeking ~~requirements and projected operating expenses for~~ the ~~twelve~~perceived ~~month~~benefits ~~period~~of ~~ending~~being ~~May~~a ~~31,~~publicly ~~2009~~registered ~~are $42,000~~corporation. Business Asopportunities wemay dobe ~~not~~available ~~have~~in ~~the funds~~many ~~necessary~~different toindustries ~~cover~~and ~~our~~at ~~projected~~various ~~operating~~stages ~~expenses~~of ~~for~~development, ~~the~~all ~~next~~of ~~twelve month~~which ~~period, we~~ will bemake ~~required~~the totask ~~raise~~of ~~additional~~comparative ~~funds~~investigation ~~through~~and ~~the~~analysis ~~issuance~~ of ~~equity~~such ~~securities~~business oropportunities ~~through~~extremely ~~debt~~difficult ~~financing~~and complex. We ~~There~~ can beprovide no assurance that we will be ~~successful~~able ~~in raising the required capital or that actual cash requirements will not exceed our estimates. We intend~~ to ~~fulfill~~locate ~~any~~compatible ~~additional cash~~business ~~requirement through the sale of our equity securities~~opportunities.

~~Given~~As ~~that we are~~ an exploration stage company, ~~and~~we ~~have~~are not ~~generated~~able ~~revenues~~ to ~~date,~~fund our cash ~~flow~~requirements ~~projections are~~through ~~subject~~our current operations. Historically, we have been able to ~~numerous~~raise ~~contingencies~~a ~~and~~limited ~~risk~~amount ~~factors~~of ~~beyond~~capital ~~our~~through ~~control, including~~private ~~exploration~~placements ~~and~~of ~~development~~our ~~risks~~equity stock, ~~competition~~but ~~from~~we ~~well-funded competitors,~~are ~~and~~uncertain about our continued ability to ~~manage~~raise ~~growth~~funds privately. Further, Wewe ~~can~~believe ~~offer no assurance~~ that our company ~~will~~may ~~generate~~have ~~cash~~difficulties ~~flow~~raising ~~sufficient~~capital tountil ~~meet~~we ~~our~~locate ~~cash~~a ~~flow~~prospective ~~projections or~~property ~~that~~through ~~our~~which ~~expenses~~we ~~will~~can ~~not~~pursue ~~exceed~~ our ~~projections.~~plan of operation. If we are unable to secure adequate capital to continue our ~~expenses~~acquisition ~~exceed estimates~~efforts, weour ~~will~~shareholders ~~require~~may ~~additional~~lose ~~monies~~some ~~during~~or ~~the~~all ~~next~~of ~~twelve~~their ~~months~~investment ~~to execute~~and our business ~~plan~~may fail.

~~There~~RESULTS ~~are~~OF 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.OPERATIONS

~~There~~You isshould ~~substantial~~read ~~doubt~~the ~~about~~ following discussion of our ~~ability~~financial tocondition ~~continue~~and asresults aof ~~going~~operations ~~concern~~together aswith the ~~continuation~~unaudited ofinterim ~~our~~consolidated ~~business is~~financial ~~dependent~~statements ~~upon~~and ~~obtaining~~the ~~further~~notes ~~financing.~~to ~~The~~the ~~issuance~~unaudited ofinterim ~~additional~~consolidated ~~equity securities~~financial bystatements usincluded ~~could~~in ~~result~~this inquarterly areport. This ~~significant~~discussion ~~dilution~~contains inforward-looking ~~the~~statements ~~equity~~that ~~interests of~~reflect our ~~current~~plans, ~~stockholders.~~estimates ~~Obtaining~~and ~~commercial~~beliefs. Our ~~loans,~~actual ~~assuming~~results ~~those~~may ~~loans would~~differ bematerially ~~available,~~from ~~will~~those ~~increase~~anticipated ~~our~~in ~~liabilities~~these ~~and~~forward-looking ~~future cash commitments~~statements.

~~Cash~~For ~~Flow~~the ~~Used~~three inmonth ~~Operating~~periods ~~Activities~~ended February 28, 2009 and February 29, 2008

~~Operating~~Our ~~activities~~interim ~~used~~consolidated ~~cash~~financial statements report a net loss of $217,~~006~~769 for the ~~six~~three month period ended ~~November~~February 3028, ~~2008,~~2009 as compared to ~~using $25,987~~a ~~for~~net ~~the~~loss ~~six~~of ~~month period ended November 30~~$4,540 ~~2007.~~for ~~The decrease in cash used during~~ the ~~six~~three month period ended ~~November~~February 3029, 2008 ~~was commensurate with a decrease in our net loss~~.

-During 8the -three months ended February 28, 2009, we incurred expenses of $7,769 compared to $4,540 during the three months ended February 29, 2008. The increase in expenses during the three months ended February 28, 2009 was largely due to increases in accounting and audit fees, filing fees and interest expense.

~~Cash~~- ~~Flow~~11 ~~Provided by Financing Activities~~-

~~Financing~~For ~~activities generated cash of $20,970 for~~ the ~~six~~nine month ~~period~~periods ended ~~November~~February 3028, ~~2008,~~2009 ~~compared~~and ~~to generating~~February ~~$24~~29,~~999~~ ~~for the six month period ended November 30, 2007. All of the cash generated from financing activities for the six month period ended November 30,~~ 2008 ~~was from short term debt.~~

~~Product~~Our ~~Research~~interim ~~and~~consolidated ~~Development~~financial statements report a net loss of $24,895 for the nine month period ended February 28, 2009 as compared to a net loss of $27,379 for the nine month period ended February 29, 2008. Our accumulated net loss for the period from February 2, 2004, our date of inception, to February 28, 2009 was $134,068.

WeDuring dothe ~~not~~nine ~~anticipate~~months ~~that~~ended February 28, 2009, we ~~will spend~~incurred ~~any~~expenses ~~significant~~of ~~monies~~$24,895 oncompared ~~research~~to ~~and~~$27,379 ~~development~~during ~~over~~the nine months ended February 29, 2008. The decrease in expenses during the ~~twelve~~nine ~~month period~~months ~~ending~~ended ~~November~~February 3028, 2009 was largely due to decreases in legal fees and filing fees and offset by increases in accounting and audit fees and filing fees.

~~Purchase~~Liquidity ofand ~~Significant~~Capital ~~Equipment~~Resources

We dohad ~~not~~cash ~~intend~~of to$2,979 ~~purchase~~as ~~any significant~~of ~~equipment~~February ~~over~~28, ~~the~~2009 ~~twelve~~and ~~month~~a ~~period~~working ~~ending~~capital ~~November~~deficit 30of $104,068. Our total liabilities as of February 28, 2009 were $107,047, as compared to total liabilities of $82,206 as of May 31, 2008. The change was due primarily to increases in short term debt.

~~Off-Balance~~To ~~Sheet~~date, ~~Arrangements~~we have had negative cash flows from operations and we have been dependent 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 next twelve month period ended February 28, 2010.

AsWe ofincurred ~~November~~a 30loss of $24,895 ~~2008~~for the nine month period ended February 28, 2009. As indicated in our ~~company~~ ~~had~~annual noreport ~~off~~on Form 10-~~balance~~KSB ~~sheet~~for ~~arrangements~~the fiscal year ended May 31, ~~including~~2008 ~~any~~filed ~~outstanding derivative~~on ~~financial~~August ~~statements~~29, ~~off-balance~~2008, ~~sheet~~our ~~guarantees~~estimated working capital requirements and projected operating expenses for the twelve month period ending May 31, ~~interest~~2009 ~~rate swap~~are ~~transactions~~$42,000. 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 ~~foreign~~through ~~currency~~debt ~~contracts~~financing. ~~Our~~There ~~company~~can ~~does~~be ~~not~~no ~~engage~~assurance that we will be successful in ~~trading~~ ~~activities~~raising ~~involving~~the ~~non-exchange~~required ~~traded~~capital ~~contracts~~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.

~~Employees~~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.

WeThere ~~currently~~are ~~have~~ no ~~employees, other~~assurances ~~than~~that we will be able to obtain funds required for our ~~executive~~continued ~~officers~~operation. There can be no assurance that additional financing will be available to us when needed or, ~~and~~if available, that it can be obtained on commercially reasonable terms. If we doare not ~~expect~~able to ~~hire~~obtain ~~any~~additional ~~employees~~financing ~~in the~~on ~~foreseeable~~a ~~future.~~timely Webasis, ~~presently~~we ~~conduct~~will not be able to meet our ~~business~~other ~~through~~obligations ~~agreements with~~as ~~consultants~~they become due and ~~arms-length~~we ~~third~~will ~~parties~~be forced to scale down or perhaps even cease the operation of our business.

~~Going~~There ~~Concern~~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.

~~Due~~Cash toFlow ~~the~~Used ~~uncertainty of our ability to meet our current operating and capital expenses,~~ in ~~their~~Operating report on the annual financial statements for the year ended May 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.Activities

~~APPLICATION~~Operating OFactivities ~~CRITICAL~~used ~~ACCOUNTING~~cash ~~POLICIES~~of $22,399 for the nine month period ended February 28, 2009, compared to using $26,117 for the nine month period ended February 29, 2008. The decrease in cash used during the nine month period ended February 28, 2009 was commensurate with a decrease in our net loss and maintaining a higher balance of accounts payable and accrued liabilities.

~~Mineral~~- ~~Interests~~12 -

~~Mineral~~Cash ~~property~~Flow ~~acquisition costs~~Provided ~~are~~by ~~capitalized~~Financing in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. We have incurred only acquisition and exploration costs which have been expensed. To date we have not established any proven or probable reserves on our mineral property. Activities

~~Use~~Financing activities generated cash of ~~Estimates~~$22,345 ~~and~~for ~~Assumptions~~the nine month period ended February 28, 2009, compared to generating $24,999 for the nine month period ended February 29, 2008. All of the cash generated from financing activities for the nine month period ended February 28, 2009 was from short term debt.

~~The~~Product ~~preparation~~Research ~~of financial statements in conformity with generally accepted accounting principles in the United States of America requires management 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 period. Actual results could differ from those estimates.Development

~~Foreign~~We ~~Currency~~do ~~Translation~~not anticipate that we will spend any significant monies on research and development over the twelve month period ending February 28, 2010.

-Purchase 9of -Significant Equipment

~~The~~We ~~financial~~do ~~statements~~not ~~are presented~~intend in United States dollars. In accordance with Statement of Financial Accounting Standard (“SFAS”) No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to ~~their~~purchase ~~United States~~any ~~dollar~~significant ~~equivalents~~equipment ~~using~~over ~~foreign exchange rates which prevailed at~~ the ~~balance~~ ~~sheet~~twelve ~~date.~~month ~~Revenue and expenses are translated at average rates of exchange during the~~ period. ~~Certain~~ending ~~translation~~February ~~adjustments are reported as a separate component of stockholders’ equity~~28, ~~whereas gains or losses resulting from foreign currency transactions are included in results of operations~~2010.

~~Income~~Off-Balance ~~Taxes~~Sheet Arrangements

AAs ~~deferred~~of ~~tax~~February ~~asset~~28, or2009, ~~liability is~~our ~~recorded~~company ~~for~~had ~~all~~no ~~temporary~~off-balance ~~differences~~sheet ~~between~~arrangements, including any outstanding derivative financial ~~and~~statements, ~~tax~~off-balance ~~reporting and~~sheet ~~net~~guarantees, ~~operating~~interest ~~loss~~rate ~~carryforwards.~~swap ~~Deferred~~transactions ~~tax~~or ~~expenses~~foreign ~~(recovery)~~currency ~~result from~~contracts. Our ~~the~~company ~~net~~does ~~change~~not ~~during~~engage ~~the~~in ~~period~~trading ofactivities ~~deferred~~involving ~~tax~~non-exchange ~~assets~~traded ~~and liabilities~~contracts.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.Employees

~~Loss~~We ~~Per~~currently ~~Share~~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.

~~Basic~~Going net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock. Because we do not have any potentially dilutive securities, our financial statements include only basic loss per share.Concern

~~Financial~~Due ~~instruments~~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, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

~~Our~~APPLICATION ~~financial~~OF ~~instruments~~CRITICAL ~~consist of~~ACCOUNTING cash, accounts payable and accrued liabilities and advances from a related party. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of those instruments. In management’s opinion, we are not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments. We are not party to any derivative instruments.POLICIES

~~RECENT~~Use ~~ACCOUNTING~~of ~~PRONOUNCEMENTS~~Estimates and Assumptions

InThe ~~February~~preparation ~~2007,~~of ~~the~~financial ~~FASB~~statements ~~issued SFAS~~in ~~No.~~conformity ~~159,~~with ~~“The~~generally ~~Fair~~accepted ~~Value~~accounting ~~Option~~principles ~~for~~in ~~Financial~~the ~~Assets~~United ~~and~~States ~~Financial Liabilities”.~~of ~~This~~America ~~Statement~~requires ~~permits~~management ~~entities~~ to ~~choose~~make toestimates ~~measure~~and ~~many financial~~assumptions ~~assets~~that ~~and~~affect ~~financial~~the ~~liabilities~~reported atamounts ~~fair~~of ~~value.~~assets ~~Unrealized~~and ~~gains~~liabilities and ~~losses~~ ondisclosure ~~items~~of ~~for~~contingent ~~which~~assets ~~the~~and ~~fair~~liabilities ~~value~~at ~~option~~the ~~has~~date ~~been~~of ~~elected~~the ~~are~~financial ~~reported~~statements ~~in earnings.~~and ~~SFAS~~the ~~No.~~reported ~~159~~amounts isof ~~effective~~revenues ~~for~~and ~~fiscal~~expenses ~~years~~during ~~beginning after November 15, 2007. We are currently assessing~~ the ~~impact of SFAS No~~period. Actual ~~159~~results oncould ~~our~~differ ~~financial position~~from ~~and~~those ~~results of operations~~estimates.

Loss Per Share

Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic loss per share) and potentially dilutive shares of common stock. Because we do not have any potentially dilutive securities, our financial statements include only basic loss per share.

Financial instruments

Our financial instruments consist of cash, accounts payable and accrued liabilities and advances from a related party. The fair values of these financial instruments approximate their carrying values due to the short-term maturity of those instruments. In management’s opinion, we are not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments. We are not party to any derivative instruments.

- 13 -

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. We are currently assessing the impact of SFAS No. 159 on our financial position and results of operations.

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 ~~November~~February 3028, ~~2008~~2009, the three month period covered by this report, we carried 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 10have -been no significant changes in our internal controls over financial reporting that occurred during the three month period ended February 28, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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 effective as of the end of the period covered by this quarterly report.

There have been no significant changes in our internal controls over financial reporting that occurred during the three month period ended November 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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.

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.

- 14 -

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.

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 cash in the amount of $2,~~997~~979 and a working capital deficit of $96104,~~299~~068 as of ~~November~~February 3028, ~~2008~~2009. We anticipate that we ~~may~~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.

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.

- 11 -

and conditions acceptable to us could have a material adverse effect upon our company. Although we believe that we have funds sufficient to meet our immediate needs, we may 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.

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.

- 15 -

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.

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.

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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 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.

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.

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Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

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)
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of 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

*Filed- ~~herewith~~17 -

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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)
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of 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 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of 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
*Filed herewith

~~SIGNATURES~~- 18 -

~~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.~~SIGNATURES

~~CAROLYN~~Pursuant ~~RIVER~~to ~~PROJECTS~~the ~~LTD~~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.

~~By:~~CAROLYN ~~/s/~~RIVER ~~Steve~~PROJECTS Bolton Steve Bolton President, Chief Executive Officer and Director (Principal Executive Officer) Date: January 13, 2009 By: /s/ Bryan Markert Bryan Markert Secretary, Treasurer and Director (Principal Financial Officer) Date: January 13, 2009LTD.

By: /s/ Steve Bolton

Steve Bolton

President, Chief Executive Officer and Director

(Principal Executive Officer)

Date: May 12, 2009

By: /s/ Bryan Markert

Bryan Markert

Secretary, Treasurer and Director

(Principal Financial Officer)

Date: May 12, 2009

CW2482176.2

Filing Compare · CAROLYN RIVER PROJECTS LTD.