~~U.S.~~UNITED ~~SECURITIES AND EXCHANGE COMMISSION~~STATES

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE ~~________________ FORM 10-Q ________________~~COMMISSION

~~x QUARTERLY~~Washington, ~~REPORT~~D.C. ~~UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~20549

~~For~~FORM ~~the quarterly period ended November 30, 2010~~10-Q

~~¨ TRANSITION~~x QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~quarterly period ~~from~~ended toFebruary ~~Commission~~28, ~~file number 000-52207 ________________~~2011

o 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: 000-52207

CYBERMESH INTERNATIONAL CORP.

(Exact name of ~~small~~registrant ~~business issuer~~ as specified in its charter)

________________

NEVADA	98-0512139
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

NEVADA (State or other jurisdiction of incorporation or organization) 98-0512139 (IRS employer Identification No.)

#200-245 East Liberty Street, Reno, NV	89501
(Address of principal executive offices)	(Zip Code)

~~#200-245 East Liberty Street, Reno NV, 89501~~ (~~Address of principal executive offices~~888) 597-8899

~~1-888-597-8899~~ (~~Issuer~~Registrant’s telephone number), ~~________________~~including area code)

~~Check~~Indicate by check mark whether the ~~issuer~~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 ~~past~~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 ¨o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer,~~corporate orWeb asite, ~~non-accelerated~~if ~~filer~~any, orevery aInteractive ~~smaller~~Data ~~reporting~~File ~~company.~~required ~~See~~to ~~the~~be ~~definitions~~submitted and posted pursuant to Rule 405 of ~~"large~~Regulation ~~accelerated~~S-T ~~filer,"~~(§232.405 ~~"accelerated~~of ~~filer"~~this ~~and~~chapter) ~~"smaller~~during ~~reporting~~the ~~company"~~preceding in12 ~~Rule~~months ~~12b-2~~(or offor such shorter period that the ~~Exchange~~registrant ~~Act.~~was ~~(Check~~required ~~one~~to submit and post such files):. Yes o No o

~~Large~~Indicate ~~accelerated~~by ~~Accelerated~~check ~~filer~~mark ¨whether ~~Non-accelerated~~the ~~Smaller~~registrant ~~reporting~~is ~~filer~~a ¨large accelerated filer, ¨an ~~company~~accelerated xfiler, ~~(Do~~a ~~not~~non-accelerated ~~check~~filer, ifor a smaller reporting company).

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ~~whether~~Accelerated ~~the~~filer ~~Registrant~~o isNon-accelerated afiler ~~shell~~o ~~company~~ (asDo ~~defined~~not incheck ~~Rule~~if ~~12b-2~~a ofsmaller ~~the~~reporting ~~Exchange Act.~~company)~~: Yes~~ ~~x No~~Smaller ¨reporting company x

AsIndicate ofby ~~November~~check ~~30,~~mark ~~2010,~~whether ~~11,985,400~~the ~~shares~~registrant ofis ~~the~~a ~~issuer’s~~shell ~~Common~~company ~~Stock,~~(as $defined ~~0.001~~in ~~par~~Rule ~~value~~12b-2 ~~per~~of ~~share,~~the ~~were~~Exchange ~~outstanding~~Act). Yes x No o

~~Transitional~~Indicate ~~Small~~the ~~Business~~number ~~Disclosure~~of ~~Format~~shares ~~Yes~~outstanding ~~¨ No~~of xeach of the issuer's classes of common stock, as of the latest practicable date:

-Class Outstanding 1on -April 19, 2011

INDEX
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets – May 31, 2010 (Audited) and November 30, 2010
	(Unaudited) – F-1	4
	Consolidated Statements of Operations - For the Three and Six Month Periods Ended
	November 30, 2010 and 2009 (Unaudited) – F-2	5
	Consolidated Statements of Cash Flows - For the Three and Six Month Periods Ended November
	30, 2010 and 2009 (Unaudited) – F-3	6
	Notes to Consolidated Financial Statements (Unaudited) – F-4	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T.	Controls and Procedures	12
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits and Reports on Form 8-K	14
	Signatures	15

Common Stock, $0.001 par value 21,987,407

~~- 2 -~~1

Item 1. FINANCIAL STATEMENTS

INDEX
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets – As of February 28, 2011 and May 31, 2010	5
	(Unaudited)
	Consolidated Statements of Operations - For the Three and Nine Months Ended	6
	February 28, 2011 and 2010 And for the period from September 27, 2004 (Inception) through February 28, 2011 (Unaudited)
	Consolidated Statements of Cash Flows - Nine Months Ended February 28, 2011	7
	and 2010 (Unaudited) and for the period from September 27, 2004 (Inception) through February 28, 2011
	Consolidated Notes to Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Controls and Procedures	17
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults upon Senior Securities	18
Item 4.	[Removed and Reserved]	18
Item 5.	Other Information	18
Item 6.	Exhibits	18
	Signatures	18

~~CYBERMESH INTERNATIONAL CORP. CONSOLIDATED FINANCIAL STATEMENTS~~2

~~November~~PART ~~30,~~I ~~2010 (Unaudited)~~- FINANCIAL INFORMATION

-Item 31. Financial -Statements

CYBERMESH INTERNATIONAL CORP.
CONSOLIDATED BALANCE SHEETS
	November 30, 2010	May 31,2010
	(Unaudited)	(Audited)
ASSETS
Current Assets:
Cash	$ 3,890	$ 3,935
Total Current Assets	3,890	3,935
Total Assets	$ 3,890	$ 3,935
LIABILITIES AND SHAREHOLDER’S DEFICIENCY
Current Liabilities:
Accrued liabilities	$ 69,254	$ 65,000
Amounts due to shareholders	-	26,500
Accrued interest payable	-	22,775
Advances from consultants	10,234	61,113
Shareholder note payable	100,000	100,000
Total Current Liabilities	179,488	275,388
Stockholders’ Deficiency:
Common stock: authorized 200,000,000 shares of $0.001 par	11,985	118
value; issued and outstanding, 11,985,400 shares, respectively
Capital in excess of par value	392,330	227,526
Paid in capital – warrants	-	58,000
Accumulated deficit	(579,913)	(557,097)
Total Stockholder’s Deficiency	(175,598)	(271,453)
Total Liabilities and Stockholders’ Deficiency	$ 3,890	$ 3,935
These accompanying notes are an integral part of these financial statements.
-F1-

Cybermesh International Corp. and Subsidiary

-Consolidated 4Financial -Statements

CYBERMESH INTERNATIONAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTH PERIODS ENDED NOVEMBER 30, 2010 AND 2009
(unaudited)
	Three Month Periods		Six Month Periods
	2010	2009	2010	2009
Revenue	$ -	$ -	$ -	$ -
Expenses:
Administrative Expenses	6,522	6,864	22,816	24,132
Operating Loss	(6,522)	(6,864)	(22,816)	(24,132)
Other Expense:
Interest expense	-	(2,797)	-	(5,590)
Net loss for the period	$ (6,522)	$ (9,661)	$ (22,816)	$ (29,722)
Loss Per Share -
Basic and Diluted	$ -	$ (0.08)	$ -	$ (0.25)
Weighted average
number of shares
Outstanding	11,985,400	118,300	10,169,669	118,300

February 28, 2011

~~These accompanying notes are an integral part of these financial statements.~~(Unaudited)

~~-F2-~~3

~~- 5 -~~CONTENTS

CYBERMESH INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTH PERIODS ENDED NOVEMBER 30, 2010 AND 2009 (unaudited)

	Page(s)

Consolidated Balance Sheets –
As of February 28, 2011 (Unaudited) and May 31, 2010	5

Consolidated Statement of Operations –
Three and Nine Months Ended February 28, 2011 and 2010 (Unaudited)
And for the period from September 27, 2004 (Inception) through February 28, 2011	6

Consolidated Statements of Cash Flows –
Nine Months Ended February 28, 2011 and 2010 (Unaudited)
And for the period from September 27, 2004 (Inception) through February 28, 2011	7

Consolidated Notes to Financial Statements (Unaudited)	8 - 14

	2010	2009
CASH FLOWS FROM OPERATIONS:
Net loss	$ (22,816)	$ (29,722)
Reconciliation of net loss to net cash consumed by operating
activities:
Charges not requiring the outlay of cash:
Changes in assets and liabilities:
Increase in accrued liabilities	12,537	18,600
Increase in accrued interest	-	5,589
Decrease in deposits	-	1,500
Net Cash Consumed by Operating Activities	(10,279)	(4,033)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from consultant	10,234	3,983
Net cash Consumed by Investing Activities:	10,234	3,983
Net decrease in cash	(45)	(50)
Cash balance, beginning of period	3,935	3,983
Cash balance, end of period	$ 3,890	$ 3,933

These accompanying notes are an integral part of these financial statements.

Cybermesh International Corp. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets

Assets

	February 28, 2011			May 31, 2010
	(Unaudited)
Current Assets
Cash	$	-		$	3,935
Total Current Assets		-			3,935

Total Assets	$	-		$	3,935

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued liabilities	$	2,125		$	87,775
Debt		-			187,613
Total Current Liabilities		2,125			275,388

Stockholders’ Deficit
Common stock ($0.001 par value, 200,000,000 shares authorized,
authorized, 21,985,400 shares issued and outstanding)		21,985			118
Additional paid in capital		558,168			285,526
Accumulated deficit		(582,278	)		(557,097	)
Total Stockholders’ Deficit		(2,125	)		(271,453	)

Total Liabilities and Stockholders’ Deficit	$	-		$	3,935

~~-F3-~~See accompanying notes to financial statements

~~- 6 -~~5

~~CYBERMESH~~Cybermesh ~~INTERNATIONAL~~International ~~CORP~~Corp. ~~NOTES~~ TOand ~~CONSOLIDATED~~Subsidiary ~~FINANCIAL~~(A ~~STATEMENTS~~Development ~~NOVEMBER~~Stage ~~30,~~Company) ~~2010~~Consolidated Statements of Operations (Unaudited)

1. BASIS OF PRESENTATION



	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended			Period from September 27, 2004 (inception) to
	February 28, 2011			February 28, 2010			February 28, 2011			February 28, 2010			February 28, 2011

Sales	$	-		$	-			-			-			5,855

General and administrative	$	2,365		$	5,648			25,181			29,780			566,884

Loss from Operations		(2,365	)		(5,648	)		(25,181	)		(29,780	)		(561,029	)

Other		-			-			-			-			3,336

Interest expense		-			(2,776	)		-			(8,366	)		(24,585	)

Net loss	$	(2,365	)	$	(8,424	)		(25,181	)		(38,146	)		(582,278	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.07	)		(0.00	)		(0.32	)		(0.23	)

Weighted average number of common shares outstanding
during the period - basic and diluted		16,429,844			118,300			12,233,463			118,300			2,540,036

~~The~~See ~~unaudited~~accompanying ~~interim~~notes ~~consolidated~~to financial statements of Cybermesh International Corp. and its subsidiary (“the Company”) as of November 30, 2010 and 2009 and for the three and six month periods ended November 30, 2010 and 2009, have been prepared in accordance with U.S. generally accepted accounting principles. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments necessary for a fair presentation of the results for such periods. The results of operations for the six month period ended November 30, 2010 are not necessarily indicative of the results to be expected for the full fiscal year ending May 31, 2011.

Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements of the Company for the year ended May 31, 2010. 6

2. ADVANCES FROM CONSULTANTS

Cybermesh International Corp. and Subsidiary
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)

	Nine Months Ended			Nine Months Ended			Period from September 27, 2004 (inception) to
	February 28, 2011			February 28, 2010			February 28, 2011

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(25,181	)	$	(38,146	)		(582,278	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest forgiven under debt settlement		-			-			3,500
Common stock issued for services		-			-			6,800
Common stock issued for payment of expense		-			-			4,900
Impairment expense		-			-			100,000
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Interest Receivable		-			-			16,287
Deposits		-			1,500
Increase/(Decrease) in:
Accounts payable and accrued liabilities		14,662			31,967			80,650
Net Cash Used In Operating Activities		(10,519	)		(4,679	)		(370,141	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Advances to CyberMesh Systems, Inc.		-			-			(100,000	)
Net Cash Used in Investing Activities		-			-			(100,000	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common shares								277,500
Increase in paid in capital								11,444
Proceeds from debt		10,234			4,638			510,569
Repayment of debt		(3,650	)		-			(329,372	)
Net Cash Provided By Financing Activities		6,584			4,638			470,141

Net Increase (Decrease) in Cash		(3,935	)		(41	)		-

Cash - Beginning of Period		3,935			3,983			-

Cash - End of Period	$	-		$	3,942		$	-

Supplemental Disclosure of Cash Flow Information
Cash Paid During the Period for:
Income Taxes	$	-		$	-		$	-
Interest	$	-		$	-		$	-

Supplemental Disclosure of Non Cash Investing and Financing Activities:

Debt forgiveness	$	75,838		$	-		$	75,838
Issuance of common stock for settlement of debt	$	118,671		$	-		$	128,671
Issuance of common stock - convertible debt	$	100,000		$	-		$	100,000

~~The~~See ~~Company~~accompanying ~~has~~notes ~~received~~to ~~advances~~financial ~~from its consultants totaling $ 10,234. These advances provided for working capital needs. The advances are due on demand.~~ statements

~~3. EXPENSES~~7

~~Major~~Cybermesh ~~items~~International ~~included~~Corp. inand ~~Administrative Expenses during the six month periods ended November 30, 2010 were the following:~~Subsidiary

	2010	2009
Legal & Accounting	$ 12,771	$ 13,690
Consulting	10,000	10,000
Transfer agent fees	-	442
Office and miscellaneous	45	-
Total administrative expenses	$ 22,816	$ 24,132

(A Development Stage Company)

4.Notes ~~SUPPLEMENTAL~~to ~~CASH~~Consolidated ~~FLOWS~~Financial ~~INFORMATION~~Statements

~~There~~February ~~was~~28, ~~no cash paid for income taxes or interest during any of the periods presented~~ 2011

~~On June 28, 2010, the Company converted $ 118,671 of debt into common stock at a price of $ .01 per share. As a result, 11,867,100 shares of stock were issued to investors of the Company.~~ (Unaudited)

~~The~~Note ~~converted~~1 ~~debt~~Basis ~~was comprised~~ of ~~the following amounts:~~ Presentation

Amounts due to shareholders	$ 26,500
Accrued interest payable	22,775
Advances from consultants	61,113
Accrued expenses	8,283
Total converted	$ 118,671

The accompanying unaudited condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.

The financial information as of May 31, 2010, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-F4K for the year ended May 31, 2010. The unaudited condensed interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended May 31, 2010.

-Certain 7information -or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the period ended February 28, 2011, are not necessarily indicative of results for the full fiscal year.

~~CYBERMESH~~Note ~~INTERNATIONAL~~2 ~~CORP. NOTES~~Nature TOof ~~CONSOLIDATED~~Operations ~~FINANCIAL~~and ~~STATEMENTS NOVEMBER~~Summary ~~30,~~of ~~2010~~Significant Accounting Policies

5.Nature ~~RELATED~~of ~~PARTY TRANSACTIONS~~Operations

6Cybermesh International, Corp (the “Company”) was Incorporated in the State of Nevada on September 27, 2004. ~~SHARE~~ ~~AUTHORIZATION~~The ~~AND~~Company ~~STOCK~~is ~~SPLIT~~located in Albuquerque NM and intends to engage in Entertainment Distribution and Copyright protection services.

OnEffective ~~June~~August 82008, ~~2009,~~ the Company ~~requested~~completed aan ~~roll~~acquisition ~~back~~ of ~~its~~Omni ~~authorized~~Research ~~and outstanding capital~~Corporation. The ~~authorized~~name ~~common~~of ~~shares~~the ~~were~~company ~~decreased~~was tosubsequently ~~15,000,000~~changed ~~and~~to ~~the~~Cybermesh ~~common~~Systems ~~shares~~Inc. ~~issued~~(“CMS ~~and~~Belize”). ~~outstanding~~CMS ~~was~~Belize ~~decreased~~is ~~accordingly~~a tocompany ~~118,300.~~incorporated ~~That~~under ~~reverse~~the ~~split~~laws ~~was~~of ~~approved~~Belize byin ~~the~~August ~~Financial~~2008 ~~Industry~~and ~~Regulatory~~prior ~~Authority~~to onbeing ~~August~~acquired; ~~14,~~it ~~2009.~~had ~~The~~no ~~split~~prior isoperating ~~reflected~~history onand ~~the~~no ~~financial~~assets, ~~statements~~liabilities asor ifequity. itCMS ~~occurred~~Belize onis ~~earliest~~currently ~~date presented~~inactive.

On ~~June~~January 2818, ~~2010~~2011, ~~the~~in ~~Company~~a ~~increased~~private ~~its~~transaction, ~~authorized~~an ~~common~~LLC ~~shares~~acquired ~~from~~approximately ~~15,000,000~~99% toof ~~200,000,000~~the ~~common~~control shares. The change in control shareholder is not treated as a reverse recapitalization.

7.The ~~REPORTING~~Company ~~STATUS~~is ~~CHANGE~~currently in the development stage.

~~During~~The ~~the~~Company’s ~~previous~~fiscal year, ~~the~~end ~~Company was reported as a development stage company. It~~ is noMay ~~longer reported in that manner as the Company has abandoned development efforts and no longer meets the criteria for a development stage company~~31.

8~~. GOING CONCERN~~

~~The~~Cybermesh ~~accompanying~~International ~~financial statements have been prepared assuming that the Company will continue as a going concern~~Corp. ~~As shown in the financial statements, the Company had a working capital deficiency of $ 175,598 as of November 30, 2010~~ and an accumulated deficit as of November 30, 2010 in the amount of $ 579,913 and it has experienced continuing losses. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans, the realization of which cannot be assured, to overcome these difficulties include, but are not limited to, the continuing effort to raise capital in the public and private markets.Subsidiary

~~-F5-~~(A Development Stage Company)

-Notes 8to -Consolidated Financial Statements

~~Item~~February 2.28, ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~2011

~~This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934~~ (~~the "Exchange Act"~~Unaudited). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

·Use ~~general economic and business conditions, both nationally and in our markets, · our expectations and estimates concerning future financial performance, financing plans and the impact~~ of ~~competition, · our ability to implement our growth strategy, · anticipated trends in our business, · advances in technologies, and · other risk factors set forth herein.~~Estimates

InThe ~~addition,~~preparation of financial statements in ~~this~~conformity ~~report,~~with weU.S. ~~use~~generally ~~words~~accepted ~~such~~accounting asprinciples ~~"anticipates,"~~requires ~~"believes,"~~management ~~"plans,"~~to ~~"expects,"~~make ~~"future,"~~estimates ~~"intends,"~~and assumptions that affect the reported amounts of assets and ~~similar~~liabilities ~~expressions~~and todisclosure ~~identify~~of ~~forward-looking~~contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

~~Cybermesh~~Such ~~International~~estimates ~~Corp.~~for (the ~~“Company”)~~period ~~undertakes~~ended noFebruary ~~obligation~~28, ~~to update publicly or revise any forward-looking statements~~2011, ~~whether~~and asassumptions ~~a result of new information~~affect, ~~future~~among ~~events or otherwise after the date of this prospectus. In light of these risks and uncertainties~~others, the ~~forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.~~following:

~~History~~●estimated fair value of share based payments

~~The~~●estimated ~~Company~~valuation ~~was~~allowance ~~incorporated in the State of Nevada on September 27, 2004 as “Asia Projects Corporation”,~~ for ~~the~~deferred ~~purpose~~tax ~~of distributing health supplements worldwide. On May 9~~assets, ~~2006~~due ~~the Company changed its name~~ to ~~Smokers~~continuing Lozenge Inc. The Company was previously a distributor of the health supplement “Smokers Lozenge” for smokers, ex smokers and people who have been exposed to second hand smoke. The Lozenge is for smokers, second hand smokers and ex-smokers. Its purpose is to relieve coughing, eradicate phlegm and other associated discomforts experienced with exposure to cigarette smoke. Operations commenced September 30, 2005. losses

~~The~~Making ~~Company~~estimates ~~had~~requires amanagement ~~distribution~~to ~~agreement~~exercise ~~entitling~~significant usjudgment. toIt ~~market~~is ~~and~~at ~~sell~~least ~~the~~reasonably ~~Lozenge~~possible onthat anthe ~~exclusive~~estimate ~~basis~~of ~~worldwide~~the ~~and~~effect onof a ~~non-exclusive~~condition, ~~basis~~situation inor ~~China.~~set ~~This~~of ~~agreement~~circumstances ~~and~~that ~~sub~~existed ~~distribution~~at ~~agreements~~the ~~were~~date ~~cancelled~~of ~~effective~~the ~~February~~financial 28statements, ~~2008~~which asmanagement aconsidered ~~result~~in offormulating ~~further~~its ~~market~~estimate ~~research~~could ~~determining~~change ~~that~~in the ~~marketing~~near ~~and~~term ~~distribution~~due ofto ~~the~~one ~~Smokers~~or ~~Lozenge~~more ~~was~~future ~~not~~confirming ~~as profitable as previously expected~~events. ~~The~~Accordingly, ~~Company does not have any intension on continuing or expanding~~ the ~~business~~actual ofresults ~~distribution~~could ofdiffer ~~the~~significantly ~~Lozenge.~~from estimates.

~~Effective~~Risks April 3, 2008, the Company completed a merger with its subsidiary, Cybermesh International Corp, a Nevada company with no prior operating history with no assets, liabilities or equity. As a result, the Company changed its name from “Smokers Lozenge Inc.” to Cybermesh International Corp. to better reflect the proposed future direction and ~~business of the company.~~ Uncertainties

OnThe ~~February 28, 2008, the~~ Company's ~~entered~~operations ~~into~~are ansubject ~~Asset Purchase Agreement with Cyber Mesh Systems Inc. (“CMS BC”), a company incorporated in the province of British Columbia, wherein the Company agreed~~ to ~~purchase~~risk all the assets of CMS BC. Consideration for the purchase of the assets was to be the forgiving of a loan from our company to CMS BC in the amount of $100,000. In addition to the forgiving of the loan, the Company agreed to issue 42,500 shares of our company common stock to CMS BC and auncertainties ~~further~~including 70financial,~~000~~ ~~shares of common stock to principals of CMS for a total 112~~operational,~~500~~ ~~shares.~~regulatory ~~The Agreement was subsequently terminated on July 23, 2008~~ and ~~none~~other ofrisks ~~these~~including ~~shares were issued and~~ the ~~loan~~potential ~~was~~risk ~~not~~of ~~cancelled~~business ~~at that time~~failure. ~~Refer to the subsequent section on “Debt Settlement Agreement”.~~

-Fair 9Value -of Financial Instruments

~~Acquisition~~Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of ~~Subsidiary~~nonperformance.

Effective August 23, 2008, the Company completed an acquisition of Omni Research Corporation. The name of Omni Research Corporation was changed to Cybermesh Systems Inc. (“CMS Belize”). CMS Belize is a company incorporated under the laws of Belize and prior to being acquired, had no prior operating history with no assets, liabilities or equity. CMS Belize has an authorized capital of 50,000 common shares of which all 50,000 shares were issued to the Company for consideration of $ 5,000.9

~~Debt~~Cybermesh ~~Settlement~~International ~~Agreement~~Corp. and Subsidiary

On August 27, 2008, the Company entered into a debt settlement agreement with CMS BC. CMS BC owed the Company $ 100,000 under a promissory note. The $100,000 was cancelled in exchange for proprietary technologies which were developed by CMS BC (~~“Acquired~~A ~~Technologies”).~~Development ~~Pursuant~~Stage ~~to the agreement, these assets were transferred to CMS Belize, the~~ Company~~’s wholly owned subsidiary.~~)

~~Acquired~~Notes ~~Technologies~~to ~~consist~~Consolidated ofFinancial ~~the following:~~Statements

·February ~~Blast~~28, IPTV - high definition streaming video TV · Free Internet Hot Spots - local advertising supported wireless networks · Mobile 2 Global Cellular - VOIP Communication Products · Wireless Network Routers and other telecommunication equipment · ISP and Website Hosting · Website and Multi-Media Development2011

~~And the following proprietary technologies under development:~~(Unaudited)

·The ~~CMS~~guidance ~~Fiber~~also ~~Optic~~establishes ~~Router~~a ·fair ~~SSID~~value ~~Wireless~~hierarchy ~~Security~~for ~~Protocol~~measurements ~~and~~of ~~Certification~~fair value as follows:

~~The~~● ~~Company~~Level ~~has~~1 ~~put~~– ~~its~~quoted ~~Acquired~~market ~~Technologies~~prices in ~~abeyance~~active asmarkets the technical consulting team in charge of developing the technologies has abandoned the development of the technologies without notice, effectively terminating their relationship with the Company. All attempts to settle this matter with the consulting team have been futile. The Company performs a review for ~~potential~~identical ~~impairment of long-lived~~ assets ator ~~least annually in order to ensure that recorded amounts are recoverable~~liabilities. ~~As of May 31, 2010 those assets were deemed impaired and written off.~~

~~The~~● ~~Company~~Level ~~currently~~2 ~~does~~-inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not ~~have~~active, ~~any~~or ~~business~~other ~~activity~~inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Debt~~● ~~Settlement~~Level 3 – ~~Various~~unobservable ~~Loans~~inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

OnThe ~~June 28, 2010, the~~ Company's ~~settled~~financial $instruments ~~118,671~~generally ofapproximate ~~debt~~their ~~incurred~~fair values as of ~~May~~February 3128, ~~2010~~2011 ~~on shareholder~~ and ~~consultant~~August ~~loans and related accrued interest by issuance of 11~~31,~~867,100~~ ~~restricted common shares from treasury of which 5~~2010,~~755,800~~ ~~was issued to Multi Media Capital Corp. (“Multi Media”) and 6~~respectively,~~111,300~~ ~~was~~due ~~issued~~ to ~~Zhunger~~the ~~Capital~~short-term ~~Partners~~nature ~~Inc. (“Zhunger Capital”), at a price~~ of ~~$0.01~~these ~~per share~~instruments.

AsShare-based a result, there has been a change in control of the Company. As of November 30, 2010, there are 11,985,400 shares of common stock issued and outstanding. Thus, the acquisition by Multi Media and Zhunger Capital of the 5,755,800 and 6,111,300 shares of common stock represents an equity interest of approximately 48% and 51% in the Company, respectively. There are no arrangements or understandings between the Company and Multi Media and Zhunger Capital and their respective agents and associates with respect to election of directors or other matters.payments

~~Plan~~Generally, all forms of ~~Operation~~share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable.

~~The~~Earnings ~~Company’s~~per plan of operation is to further its research and development efforts upon appointing a service provider. It cannot be estimated when a service provider will be appointed or when the Company will be in a position to launch the Acquired Technologies into the market.share

-Basic 10earnings -(loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. The Company has no dilutive securities.

~~Results~~Recent ofAccounting ~~Operations~~Pronouncements

~~The~~In ~~following~~January is2010, the Financial Accounting Standards Board ("FASB") issued updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a ~~discussion~~reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on ~~expenses~~a ~~incurred~~gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the ~~three~~requirement for entities to disclose information about both the valuation techniques and ~~six~~inputs ~~month~~used ~~periods~~in ~~ended~~estimating ~~November~~Level 2 30and Level 3 fair value measurements. This update will become effective for the interim and annual reporting period beginning January 1, 2010, ~~compared~~except for the requirement to ~~three~~provide the Level 3 activity of purchases, sales, issuances, and ~~six~~settlements ~~month~~on a gross basis, which will become effective for the interim and annual reporting period beginning January 1, 2011. We will not be required to provide the amended disclosures for any previous periods ~~ended~~presented ~~November~~for 30comparative purposes. Other than requiring additional disclosures, ~~2009~~adoption of this update will not have a material effect on our financial statements.

~~Revenues~~10

~~The~~Cybermesh ~~Company~~International ~~did~~Corp. ~~not generate any revenues for the three month periods ended November 30, 2010~~ and ~~2009. The Company cannot determine at this time when it will be in a position to generate revenues.~~Subsidiary

~~Expenses~~(A Development Stage Company)

~~For~~Notes ~~the six month periods ended November 30, 2010 and 2009, our administrative expenses totaled $ 22,816 and $ 24,132 as follows. Expenses incurred were~~ to ~~sustain~~Consolidated ~~operations~~Financial ~~at basic minimal levels until such time where we are in a position to expand our research and development and marketing efforts.~~Statements

	2010	2009
Legal & Accounting	$ 12,771	$ 13,690
Consulting	10,000	10,000
Transfer agent fees	-	442
Office and miscellaneous	45	-
Total administrative expenses	$ 22,816	$ 24,132

February 28, 2011

~~Legal and Accounting~~(Unaudited)

~~For~~In August 2010, the ~~six~~FASB ~~month~~issued ~~period~~an ~~ended~~exposure ~~November~~draft ~~30,~~on ~~2010,~~lease weaccounting ~~incurred~~that $would ~~12,771~~require inentities ~~legal~~to recognize assets and ~~accounting~~liabilities ~~fees~~arising from lease contracts on the balance sheet. The proposed exposure draft states that lessees and lessors should apply a “right-of-use ~~which~~model” $in 6accounting for all leases. Under the proposed model,~~000~~ ~~was~~lessees ~~incurred~~would recognize an asset for ~~legal~~the ~~fees~~right ~~consisting~~to use the leased asset, and a liability for the obligation to make rental payments over the lease term. The lease term is defined as the longest possible term that is “more likely than not” to occur. The accounting by a lessor would reflect its retained exposure to the risks or benefits of ~~preparation~~the underlying leased asset. A lessor would recognize an asset representing its right to receive lease payments based on the expected term of ~~regulatory~~the ~~filings~~lease. Comments on this exposure draft were due by December 15, 2010 and $the 6final standard is expected to be issued in the second quarter of 2011. The Company believes that the proposed standard,~~771~~ ~~for~~as ~~audit~~currently ~~and~~drafted, ~~review~~will ~~fees~~have ~~including~~neither ~~preparation~~a material impact on its reported financial position and reported results of ~~records~~operations, ~~for~~nor a material impact on the ~~quarter~~liquidity of the Company.

~~Consulting~~In August 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-05, Measuring Liabilities at Fair Value, or ASU 2010-05, which amends ASC 820 to provide clarification of a circumstance in which a quoted price in an active market for an identical liability is not available. A reporting entity is required to measure fair value using one or more of the following methods: 1) a valuation technique that uses a) the quoted price of the identical liability when traded as an asset or b) quoted prices for similar liabilities (or similar liabilities when traded as assets) and/or 2) a valuation technique that is consistent with the principles of ASC 820. ASU 2010-05 also clarifies that when estimating the fair value of a liability, a reporting entity is not required to adjust to include inputs relating to the existence of transfer restrictions on that liability. The adoption did not have a material impact on our financial statements.

~~For~~In December 2010, the ~~six~~Financial ~~month~~Accounting ~~period~~Standards ~~ended~~Board ~~November~~(“FASB”) ~~30,~~issued Accounting Standards Update (“ASU”) 2010-29, weBusiness ~~incurred~~Combinations $(Topic ~~10,000~~805) in– ~~consulting~~Disclosure ~~expenses~~of Supplementary Pro Forma Information for ~~preparation~~Business ofCombinations. ~~records~~This ASU requires a public entity to disclose pro forma information for ~~this~~business ~~quarter~~combinations ~~and~~that ~~Edgar~~occurred ~~filing~~in ~~fees~~the current reporting period. The disclosures include pro forma revenue and ~~preparation~~earnings of ~~various~~the ~~SEC~~combined ~~forms~~entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. ~~Our~~If ~~expenses~~comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for ~~these~~the ~~services~~comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. ASU 2010-29 affects any public entity as defined by Topic 805 that enters into business combinations that are $material 5on an individual or aggregate basis. ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15,~~000~~ ~~per~~2010. Early ~~quarter~~adoption is permitted. The Company does not expect the provisions of ASU 2010-29 to have an effect on its financial position, results of operations or cash flows.

- 11 -

~~Liquidity~~Cybermesh ~~and~~International ~~Capital~~Corp. ~~Resources~~and Subsidiary

As(A ofDevelopment ~~November~~Stage ~~30, 2010, the~~ Company had a negative working capital of $ 175,598 Based on current operations, over the next 12 months, the Company will require approximately $ 180,000 for settlement of our current liabilities and a further $ 50,000 to sustain operations at basic minimal levels. )

~~There~~Notes ~~was~~to noConsolidated ~~cash~~Financial ~~consumed by investing activities during the nine month periods ended November 30, 2010 and 2009.~~ Statements

~~During~~February ~~the six month period ended November 30~~28, ~~2010, cash provided by financing activities was $ 10,234, representing advances obtained from a consultant.~~ 2011

~~Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~(Unaudited)

~~Financial~~Note ~~instruments~~3 ~~which~~Going potentially subject the Company to concentrations of credit risk consist primarily of cash. The Company does not believe that it is significantly exposed to interest rate risk, foreign currency exchange rate risk, commodity price risk, or equity price risk. Concern

~~Item~~As ~~4T.~~reflected ~~CONTROLS~~in ~~AND~~the ~~PROCEDURES~~accompanying financial statements, the Company has a net loss of $25,181 and net cash used in operations of $10,519 for the nine months ended February 28, 2011; and a working capital deficit of $2,125, an accumulated deficit of $582,278 and stockholders’ deficit of $2,125 at February 28, 2011.

~~(A)~~The ~~Evaluation~~ability of ~~Disclosure~~the ~~Controls~~Company to continue as a going concern is dependent on Management's plans, which include potential asset acquisitions, mergers or business combinations with other entities, further implementation of its business plan and ~~Procedures~~continuing to raise funds through debt or equity raises. The Company will likely rely upon related party debt or equity financing in order to ensure the continuing existence of the business.

AsThe ofaccompanying ~~the~~financial ~~end~~statements ofhave ~~the~~been ~~period~~prepared ~~covered~~on bya ~~this~~going ~~report,~~concern ~~the Company carried out an evaluation~~basis, ~~under~~which ~~the~~contemplates ~~supervision and with~~ the ~~participation~~realization of ~~the~~assets ~~Company’s~~and ~~Chief~~the ~~Executive~~satisfaction ~~Officer/Chief Accounting Officer~~ of ~~the~~liabilities ~~effectiveness~~in of the ~~design~~normal ~~and~~course ~~operation~~ of ~~the Company’s disclosure controls and procedures~~business. These ~~The~~financial ~~Company’s~~statements ~~disclosure~~do ~~controls~~not ~~and~~include ~~procedures~~any ~~are~~adjustments ~~designed~~relating to ~~provide~~the arecovery ~~reasonable level~~ of ~~assurance of achieving~~ the ~~Company’s~~recorded ~~disclosure~~assets ~~control~~or ~~objectives. The Company’s Chief Executive Officer/Chief Financial Officer has concluded that~~ the ~~Company’s~~classification ~~disclosure controls and procedures were effective at this reasonable assurance level as~~ of the ~~period~~liabilities ~~covered. In addition, the Company reviewed its internal controls, and there have been no significant changes in its internal controls or in other factors~~ that ~~could~~might ~~significantly~~be ~~affect~~necessary ~~those~~should ~~controls subsequent to~~ the ~~date~~Company ofbe ~~their~~unable ~~last evaluation or from the end of the reporting period~~ to ~~the~~continue ~~date~~as ofa ~~this~~going ~~Form 10-Q~~concern.

~~(B)~~Note ~~Changes~~4 ~~in Internal Controls Over Financial Reporting~~Debt

InFiscal ~~connection~~Year ~~with~~End ~~the~~May ~~evaluation of the Company’s internal controls during the Company’s 2nd fiscal quarter ended November 30~~31, ~~2010~~2008 ~~the~~and Company’s Chief Executive Officer/Chief Financial Officer has determined that there are no changes to the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.Prior

-In 12connection -with a transaction that occurred in 2008, the Company issued a convertible note for $100,000. Maturity of the note had various provisions, one of which was termination. On August 22, 2008, the note became due on demand.

~~PART~~On IIJanuary 19, 2011, the Company converted the $100,000 demand note at $0.01/share, for 10,000,000 shares of common stock. There was no loss recorded upon conversion.

~~OTHER~~In ~~INFORMATION~~fiscal year ending May 31, 2007, the Company issued a note in the amount of $2,000. The note was non-interest bearing, unsecured and due on demand.

~~Item~~In 1.fiscal ~~Legal~~year ~~Proceedings~~ending May 31, 2008, the Company received advances from shareholders in the amount of $270,500 which were fully repaid as of May 31, 2008.

~~None. Item 1A. Risk Factors~~12

ACybermesh ~~description~~International ofCorp. ~~the risks associated with our business, financial condition,~~ and ~~results of operations is set forth in our Registration statement on Form 10-K for the year ended May 31, 2010 filed simultaneously with this Quarterly Report on Form 10-Q.~~Subsidiary

~~Item~~(A 2.Development ~~Unregistered~~Stage ~~Sales of Equity Securities and Use of Proceeds~~Company)

~~None.~~Notes to Consolidated Financial Statements

~~Item~~February 3.28, ~~Defaults Upon Senior Securities~~2011

~~None.~~(Unaudited)

~~Item~~The 4.Company ~~Submission~~received an advance of ~~Matters~~$15,000 tofrom a ~~Vote~~third ofparty. The ~~Security~~advance ~~Holders~~was unsecured, bore interest at 6%, and were due on demand.

~~None~~Fiscal Year End May 31, 2009

~~Item~~The 5Company received advances of $86,697 from a third party. The ~~Other~~advances ~~Information~~were unsecured, bore interest at 6%, and were due on demand. The Company repaid $30,222.

~~None~~The Company received advances of $36,500 from shareholders. The advances were unsecured, non-interest bearing and were due on demand. The Company repaid $25,000.

-Fiscal 13Year -End May 31, 2010

Item 6.
Exhibits
Exhibit Number	Description
3.1	Certificate of Incorporation, dated September 27, 2004 (1)
3.2	Articles of Incorporation, dated September 27, 2004 (1)
3.3	Certificate Amending Articles of Incorporation dated May 9, 2006 (1)
3.4	Bylaws, effective September 27, 2004 (1)
3.5	Certificate Amending Articles of Incorporation effective June 30, 2009 (4)
3.01	Articles of Merger filed with the Nevada Secretary of State on March 19, 2008,
	effective April 3, 2008 (2)
10.1	Debt Settlement Agreement, dated August 27, 2008(3)
31.1	CEO, CAO Section 302 Certification
32.1	CEO, CAO Section 906 Certification

The Company received advances of $4,638 from a third party. The advances were unsecured, bore interest at 6%, and were due on demand.

(1)	Incorporated by reference from our Form SB-2 that was originally filed with the SEC on August 2, 2006.
(2)	Incorporated by reference from Form 8K filled with the SEC on April 7, 2008.
(3)	Incorporated by reference from Form 8K filed with the SEC on September 8, 2008.
(4)	Incorporated by reference from Form 8K filed with the SEC on June 16, 2009.

Fiscal Year End May 31, 2011

B)In ~~Reports~~June on2010, ~~Form~~the ~~8-K~~Company converted $118,671 in debt and accrued liabilities due to related parties at $0.01/share for 11,867,100 shares of common stock. There was no gain or loss recorded upon conversion.

~~July~~In 6,August 2010, –the ~~Reporting~~Company ~~Items~~received ~~3.02~~advances of $10,234 5from a third party.01 The advances were unsecured, 9bore interest at 6%, and were due on demand.01 The Company repaid $3,650.

-During 14the -nine months ended February 28, 2011, the Company’s debt with related parties totaling $75,838 was forgiven and charged to additional paid in capital.

~~SIGNATURES~~Note 5 Stockholders’ Deficit

~~SIGNATURES~~Fiscal Year End May 31, 2009 and prior

~~Pursuant~~In toSeptember 2008, the ~~requirements~~Company ofsold ~~the~~5,800 ~~Securities~~units ~~Exchange~~for ~~Act~~$290,000. Each ofunit ~~1934,~~consisted ~~the~~of ~~Registrant~~1 ~~has~~share ~~duly~~of ~~caused~~common ~~this~~stock ~~Quarterly~~and ~~Report~~1 towarrant. The bewarrants ~~signed~~were onexercisable ~~its~~for ~~behalf~~2 byyears, ~~the~~and ~~undersigned~~expired ~~thereunto~~in ~~duly~~September ~~authorized~~2010.

		CYBERMESH INTERNATIONAL CORP.
Date: January 11, 2011		/s/ Locksley Samuels
	By:
		Locksley Samuels
		Locksley Samuels, CEO, CAO, Secretary,
		Treasurer and Director

Fiscal Year End May 31, 2010

-In August 2009, the Company executed a reverse stock split resulting in 15,000,000 -shares issued and outstanding be restated to 118,300 shares. All share and per share amounts prior to the stock split have been retroactively restated.

Fiscal Year End May 31, 2011

On June 28, 2010, the Company increased its authorized common shares from 15,000,000 to 200,000,000 common shares.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

February 28, 2011

(Unaudited)

Note 6 Subsequent Events

On March 28, 2011, the Company entered into an Equity Line Financing Agreement to sell up to 20,000,000 shares at a price of $0.05 per share for a maximum investment of $1,000,000.

The Agreement terminates in one year, upon maximum investment, or upon earlier termination as stated in the Agreement.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

· general economic and business conditions, both nationally and in our markets,

· our expectations and estimates concerning future financial performance, financing plans and the impact of competition,

· our ability to implement our growth strategy,

· anticipated trends in our business,

· advances in technologies, and

· other risk factors set forth herein.

In addition, in this report, we use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify forward-looking statements.

Cybermesh International Corp. (the “Company”) undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

History

The Company was incorporated in the State of Nevada on September 27, 2004 as “Asia Projects Corporation”, for the purpose of distributing health supplements worldwide. On May 9, 2006 the Company changed its name to Smokers Lozenge Inc. The Company was previously a distributor of the health supplement “Smokers Lozenge” for smokers, ex smokers and people who have been exposed to second hand smoke. The Lozenge is for smokers, second hand smokers and ex-smokers. Its purpose is to relieve coughing, eradicate phlegm and other associated discomforts experienced with exposure to cigarette smoke. Operations commenced September 30, 2005.

The Company had a distribution agreement entitling us to market and sell the Lozenge on an exclusive basis worldwide and on a non-exclusive basis in China. This agreement and sub distribution agreements were cancelled effective February 28, 2008 as a result of further market research determining that the marketing and distribution of the Smokers Lozenge was not as profitable as previously expected. The Company does not have any intension on continuing or expanding the business of distribution of the Lozenge.

Effective April 3, 2008, the Company completed a merger with its subsidiary, Cybermesh International Corp, a Nevada company with no prior operating history with no assets, liabilities or equity. As a result, the Company changed its name from “Smokers Lozenge Inc.” to Cybermesh International Corp. to better reflect the proposed future direction and business of the company.

On February 28, 2008, the Company entered into an Asset Purchase Agreement with Cyber Mesh Systems Inc. (“CMS BC”), a company incorporated in the province of British Columbia, wherein the Company agreed to purchase all the assets of CMS BC. Consideration for the purchase of the assets was to be the forgiving of a loan from our company to CMS BC in the amount of $100,000. In addition to the forgiving of the loan, the Company agreed to issue 42,500 shares of our company common stock to CMS BC and a further 70,000 shares of common stock to principals of CMS for a total 112,500 shares. The Agreement was subsequently terminated on July 23, 2008 and none of these shares were issued and the loan was not cancelled at that time. Refer to the subsequent section on “Debt Settlement Agreement”.

Acquisition of Subsidiary

Acquired Technologies

On August 27, 2008, the Company entered into a debt settlement agreement with CMS BC. CMS BC owed the Company $100,000 under a promissory note. The $100,000 was cancelled in exchange for proprietary technologies which were developed by CMS BC (“Acquired Technologies”). Pursuant to the agreement, these assets were transferred to CMS Belize, the Company’s wholly owned subsidiary.

Acquired Technologies consist of the following:

· Blast IPTV - high definition streaming video TV

· Free Internet Hot Spots - local advertising supported wireless networks

· Mobile 2 Global Cellular - VOIP Communication Products

· Wireless Network Routers and other telecommunication equipment

· ISP and Website Hosting

· Website and Multi-Media Development

And the following proprietary technologies under development:

· CMS Fiber Optic Router

· SSID Wireless Security Protocol and Certification

The Company has put its Acquired Technologies in abeyance as the technical consulting team in charge of developing the technologies has abandoned the development of the technologies without notice, effectively terminating their relationship with the Company. All attempts to settle this matter with the consulting team have been futile. The Company performs a review for potential impairment of long-lived assets at least annually in order to ensure that recorded amounts are recoverable. As of February 28, 2011 those assets were deemed impaired and written off.

The Company currently does not have any business activity.

Plan of Operation

The Company’s plan of operation is to further its research and development efforts upon appointing a service provider. It cannot be estimated when a service provider will be appointed or when the Company will be in a position to launch the Acquired Technologies into the market.

Results of Operations

The following is a discussion on expenses incurred for the three and nine months ended February 28, 2011 compared to three and nine months ended February 28, 2010.

Three months ended February 28, 2011 compared to three months ended February 28, 2010

Revenues

The Company did not generate any revenues for the three months ended February 28, 2011 and 2010. The Company cannot determine at this time when it will be in a position to generate revenues.

Expenses

For the three month periods ended February 28, 2011 and 2010, our administrative expenses totaled $2,365 and $5,648, respectively. Expenses incurred were to sustain operations at basic minimal levels until such time where we are in a position to expand our research and development and marketing efforts.

Nine months ended February 28, 2011 compared to nine months ended February 28, 2010

Revenues

The Company did not generate any revenues for the three or nine month periods ended February 28, 2011 and 2010. The Company cannot determine at this time when it will be in a position to generate revenues.

Expenses

For the nine month periods ended February 28, 2011 and 2010, our administrative expenses totaled $25,181 and $29,780, respectively. Expenses incurred were to sustain operations at basic minimal levels until such time where we are in a position to expand our research and development and marketing efforts.

Liquidity and Capital Resources

As of February 28, 2011, the Company had no cash and a negative working deifit of $2,125. Based on current operations, over the next 12 months, the Company will require approximately $15,000 for settlement of our current liabilities and a further $300,000 to sustain operations at basic minimal levels.

During the nine months ended February 28, 2011, net cash provided by financing activities was $6,584.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

(A) Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer/Chief Accounting Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company’s disclosure control objectives. The Company’s Chief Executive Officer/Chief Financial Officer has concluded that the Company’s disclosure controls and procedures were effective at this reasonable assurance level as of the period covered. In addition, the Company reviewed its internal controls, and there have been no significant changes in its internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation or from the end of the reporting period to the date of this Form 10-Q.

(B) Changes in Internal Controls Over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the Company’s fiscal quarter ended February 28, 2011, the Company’s Chief Executive Officer/Chief Financial Officer has determined that there were no changes to the Company’s internal controls over financial reporting that has materially affected, or is reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. - None

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

Item 6. Exhibits.

Exhibit Number		Description of Document

31*		Certification of Chief Executive Officer/Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *		Certification of Chief Executive Officer/ Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).
*		Filed herewith.

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.

	CYBERMESH INTERNATIONAL CORP

Date: April 19, 2011	/s/ John Samuel Porter
	John Samuel Porter
	Chief Executive Officer, Chief Financial Officer, Director

Filing Compare · CYBERMESH INTERNATIONAL CORP.