UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~February~~August 2831, 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 registrant as specified in its charter)

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

#200-245 East Liberty Street, Reno, NV	89501
2517 Indian Farm Lane NW, Albequerque, NM	87107
(Address of principal executive offices)	(Zip Code)

(888) 597-8899

(Registrant’s telephone number, including area code)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

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

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

Class Outstanding on April 19, 2011

Class		Outstanding on November 22, 2011
Common Stock, $0.001 par value		21,985,400

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

INDEX
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets – As of February 28, 2011 and May 31, 2010	5
	Consolidated Balance Sheets – May 31, 2011 (Audited) and August 31, 2011 (Unaudited)	3
	(Unaudited)
	Consolidated Statements of Operations - For the Three Month Periods Ended August 31, 2011 and 2010 (Unaudited)	4
	Consolidated Statements of Operations - For the Three and Nine Months Ended	6
	Consolidated Statements of Cash Flows - For the Three Month Periods Ended August 31, 2011 and 2010 (Unaudited)	5
	February 28, 2011 and 2010 And for the period from September 27, 2004 (Inception) through February 28, 2011 (Unaudited)
	Notes to Consolidated Financial Statements (Unaudited)	6
	Consolidated Statements of Cash Flows - Nine Months Ended February 28, 2011	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	and 2010 (Unaudited) and for the period from September 27, 2004 (Inception) through February 28, 2011
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
	Consolidated Notes to Financial Statements (Unaudited)	8
Item 4.	Controls and Procedures	18
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	1819

PART I - FINANCIAL INFORMATION

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

Assets

	August 31, 2011			May 31, 2011
	(Unaudited)
Current Assets
Cash	$	2,657		$	-
Total Current Assets		2,657			-

Total Assets	$	2,657		$	-

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued liabilities	$	85,367		$	24,297
Convertible debt - net		23,296			1,117
Total Current Liabilities		108,663			25,414

Stockholders’ Deficit
Common stock ($0.001 par value, 200,000,000 shares authorized,
authorized; 21,985,400 shares issued and outstanding)		21,985			21,985
Additional paid in capital		831,868			565,168
Deficit accumulated during the development stage		(930,580	)		(583,288	)
Deficit accumulated prior to the development stage		(29,279	)		(29,279	)
Total Stockholders’ Deficit		(106,006	)		(25,414	)

Total Liabilities and Stockholders’ Deficit	$	2,657		$	-

~~Item~~See ~~1. Financial~~accompanying ~~Statements~~notes to consolidated financial statements

Cybermesh International Corp. and Subsidiary

Consolidated Financial Statements

February 28, 2011

(Unaudited)

CONTENTS

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

	Three Months Ended August 31,						August 27, 2008 (inception) to
	2011			2010			August 31, 2011

General and administrative expenses	$	323,630		$	16,294		$	884,137

Interest expense		2,714			-			25,495
Loss on extinguishment of debt		2,948			-			2,948
Loss from joint venture		18,000			-			18,000

Net loss	$	(347,292	)	$	(16,294	)	$	(930,580	)

Net loss per common share - basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.14	)

Weighted average number of common shares outstanding
during the period - basic and diluted		21,985,400			8,373,674			6,776,809

	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

See accompanying notes to consolidated financial statements

Cybermesh International Corp. and Subsidiary
(A Development Stage Company)
Consolidated Balance Sheets
Consolidated Statements of Cash Flows
Assets
(Unaudited)
	February 28, 2011			May 31, 2010
	Three Months Ended August 31,						August 27, 2008 (inception) to
	(Unaudited)
	2011			2010			August 31, 2011
Current Assets
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash	$	-		$	3,935
Net loss	$	(347,292	)	$	(16,294	)	$	(930,580	)
Total Current Assets		-			3,935
Adjustments to reconcile net loss to net cash used in operating activities:
Total Assets	$	-		$	3,935
Amortization of debt discount		2,431			-			3,548
Liabilities and Stockholders’ Deficit
Interest forgiven under debt settlement		-			-			3,500
Current Liabilities
Impairment expense		-			-			100,000
Accounts payable and accrued liabilities	$	2,125		$	87,775
Warrants issued in connection with formation of joint venture		250,000			-			250,000
Debt		-			187,613
Loss on extinguishment of debt		2,948			-			2,948
Total Current Liabilities		2,125			275,388
Loss from joint venture		18,000			-			18,000
Stockholders’ Deficit
(Increase)/Decrease in:
Common stock ($0.001 par value, 200,000,000 shares authorized,
Deposits		-			-			-
authorized, 21,985,400 shares issued and outstanding)		21,985			118
Increase/(Decrease) in:
Additional paid in capital		558,168			285,526
Accounts payable and accrued liabilities		61,070			6,037			187,275
Accumulated deficit		(582,278	)		(557,097	)
Net Cash Used In Operating Activities		(12,843	)		(10,257	)		(365,309	)
Total Stockholders’ Deficit		(2,125	)		(271,453	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Total Liabilities and Stockholders’ Deficit	$	-		$	3,935
Cash paid in connection with formation of joint venture		(18,000	)		-			(18,000	)
Net Cash Used in Investing Activities		(18,000	)		-			(18,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock units, net		-			-			272,500
Proceeds from convertible debt		33,500			-			40,500
Proceeds from debt		-			10,234			127,835
Repayment of debt		-			-			(55,222	)
Net Cash Provided By Financing Activities		33,500			10,234			385,613
Net Increase (Decrease) in Cash		2,657			(23	)		2,304
Cash - Beginning of Period		-			3,935			353
Cash - End of Period	$	2,657		$	3,912		$	2,657
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 discount - beneficial conversion feature	$	16,700		$	-		$	16,700
Debt forgiveness	$	-		$	-		$	75,838
Issuance of common stock for settlement of debt	$	-		$	-		$	118,671
Issuance of common stock for settlement of convertible debt	$	-		$	-		$	100,000

See accompanying notes to consolidated financial statements

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

	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

See accompanying notes to financial statements

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

See accompanying notes to financial statements

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2011

(Unaudited)

Note 1 Basis of Presentation

The accompanying unaudited ~~condensed~~ interim consolidated 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. 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 ~~financial information as of May 31, 2010, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended May 31, 2010. The~~ unaudited ~~condensed~~ interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the ~~year~~years ended May 31, 2011 and 2010. The interim results for the period ended August 31, 2011 are not necessarily indicative of results for the full fiscal year.

~~Certain~~Note ~~information~~2 orNature ~~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.Operations

~~Note~~Cybermesh 2International, ~~Nature~~Corp (the “Company”) was incorporated in the State of ~~Operations~~Nevada on September 27, 2004. The Company is located in Albuquerque NM and ~~Summary~~intends ofto ~~Significant~~engage ~~Accounting~~in ~~Policies~~entertainment distribution and copyright protection services. See note 8.

Nature of Operations

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

Effective August 2008, the Company completed an acquisition of Omni Research Corporation. The name of the company was subsequently changed to Cybermesh Systems Inc. (“CMS Belize”). CMS Belize is a company incorporated under the laws of Belize in August 2008 and prior to being acquired; it had no prior operating history and no assets, liabilities or equity. CMS Belize is currently inactive.

On January 18, 2011, in a private transaction, an LLC acquired approximately 99% of the control shares. The change in control shareholder is not treated as a reverse recapitalization.

The Company is currently in the development stage and intends to raise additional debt and equity based financing, while trying to implement its business plan.

The Company’s fiscal year end is May 31.

8Note 3 Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 reporting period.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2011

(Unaudited)

~~Use~~Such ofestimates ~~Estimates~~for the period ended August 31, 2011 and 2010, and assumptions affect, among others, the following:

~~The~~●estimated ~~preparation~~fair ofvalue ~~financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~share ~~and~~based ~~liabilities~~payments; and ~~disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.~~

~~Such~~●estimated ~~estimates~~valuation allowance for ~~the~~deferred ~~period~~tax ~~ended~~assets, ~~February~~due ~~28,~~to ~~2011,~~continuing and ~~assumptions~~expected ~~affect,~~future ~~among others, the following:~~losses

●estimated fair value of share based payments

●estimated valuation allowance for deferred tax assets, due to continuing losses

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Risks and Uncertainties

The Company's operations are subject to risk and uncertainties including financial, operational, regulatory and other risks including the potential risk of business failure.

~~Fair~~Investment ~~Value~~in ofJoint ~~Financial Instruments~~Venture

~~Fair~~The ~~value~~Company ishas ~~the~~entered ~~price~~into ~~that~~a ~~would~~Joint beVenture ~~received~~with ~~from~~a ~~selling~~third anparty ~~asset~~to orengage ~~paid~~in tothe ~~transfer~~business aof ~~liability~~exploiting inproprietary ansoftware ~~orderly~~designed ~~transaction~~to ~~between~~recapture ~~market~~royalties ~~participants~~for atunauthorized ~~the~~computer ~~measurement~~downloads ~~date. When~~of ~~determining~~copyrighted material on the ~~fair~~internet. The ~~value~~Company ~~measurements~~owns ~~for~~fifty ~~assets~~percent ~~and~~of ~~liabilities~~the ~~required~~joint toventure beand has recorded atits ~~fair~~investment ~~value,~~on the equity basis of accounting. The Company’s ~~considers~~proportionate share of expenses incurred by the ~~principal~~Joint orVenture ~~most~~is ~~advantageous~~charged ~~market~~to the statement of operations and adjusted against the Investment in ~~which~~Joint itVenture. Losses ~~would~~from ~~transact~~the ~~business~~Joint ~~and~~Venture ~~considers~~are ~~assumptions~~only ~~that~~recognized ~~marketplace~~until ~~participants~~the ~~would~~investment ~~use~~in ~~when~~the ~~pricing~~Joint Venture is reduced to zero. Losses in excess of the ~~asset~~investment ormust ~~liability,~~be ~~such~~restored asfrom ~~inherent~~future ~~risk,~~profits ~~transfer~~before ~~restrictions,~~the ~~and~~Company ~~risk~~can recognize its proportionate share of ~~nonperformance~~profits.

9Beneficial Conversion Feature

For convertible debt issued in 2011, the convertible feature (See Note 5) indicated a rate of conversion that was below market value. As a result, the Company recorded a "beneficial conversion feature" ("BCF") and related debt discount.

When the Company records a BCF, the relative fair value of the BCF would be recorded as a debt discount from the face amount of the respective debt instrument. The discount would be amortized to interest expense over the life of the debt.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2011

(Unaudited)

Debt Discount

These items are amortized over the life of the debt to interest expense. If a conversion, extinguishment or repayment of the underlying debt occurs, a proportionate share of these amounts is expensed.

Fair Value of Financial Instruments

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 nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

●	Level 1 – quoted market prices in active markets for identical assets or liabilities.

● Level 2 - 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 active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

The Company's financial instruments generally approximate their fair values as of ~~February~~August 2831, 2011 and ~~August~~May 31, ~~2010,~~2011 ~~respectively,~~ due to the short-term nature of these instruments.

Share-based payments

Generally, all forms of 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.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

August 31, 2011

Unaudited

Earnings per share

Basic earnings (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 nothe following dilutive securities.:

Warrants: 5,000,000

Since the Company had a net loss for the period, the effect of dilution associated with these common stock equivalents would be anti-dilutive, as a result, basic and diluted loss per share are equivalent.

Income Taxes

Provisions for federal and state income taxes are calculated based on reported pre-tax earnings and current tax law.

Significant judgment is required in determining income tax provisions and evaluating tax positions. The Company periodically assess its liabilities and contingencies for all periods that are currently open to examination or have not been effectively settled based on the most current available information. When it is not more likely than not that a tax position will be sustained, the Company records its best estimate of the resulting tax liability and any applicable interest and penalties in the consolidated financial statements.

Deferred tax assets and liabilities are recorded for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements using statutory rates in effect for the year in which the differences are expected to reverse. The Company presents the tax effects of these deferred tax assets and liabilities separately for each major tax jurisdiction.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that the changes are enacted. The Company records a valuation allowance to reduce deferred tax assets when it is more likely than not that some portion of the asset may not be realized. The Company evaluates its deferred tax assets and liabilities on a periodic basis.

Recent Accounting Pronouncements

InThere ~~January~~are ~~2010,~~no ~~the~~recent ~~Financial~~accounting ~~Accounting~~pronouncements 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 reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a 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~~expected to ~~provide~~have ~~fair~~an ~~value~~effect measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update will become effective for the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on ~~a gross basis, which will become effective for~~ the ~~interim~~Company’s ~~and~~consolidated annual reporting period beginning January 1, 2011. We will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on our financial statements.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

August 31, 2011

Unaudited

Note 4 Going Concern

As reflected in the accompanying consolidated financial statements, the Company has a net loss of $347,292 and net cash used in operations of $12,843 for the three months ended August 31, 2011; and a working capital deficit and stockholders’ deficit of $106,006 at August 31, 2011. The Company is in the development stage and has not generated any revenues.

The ability of the 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 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.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 5 Debt

(A)	Loans Payable

Fiscal Year End May 31, 2008

In connection 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.

On January 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 gain or loss recorded upon conversion.

Fiscal Year End May 31, 2009

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

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 Year End May 31, 2010

The Company received advances of $4,638 from a third party. The advances were unsecured, bore interest at 6%, and were due on demand. As of May 31, 2011, the debt was converted into shares of common stock and was included in the total conversion of $118,671 discussed in the subsequent paragraph.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2011

(Unaudited)

InFiscal ~~August~~Year ~~2010,~~End ~~the~~May FASB issued an exposure draft on lease accounting that would require entities to recognize assets and liabilities arising from lease contracts on the balance sheet. The proposed exposure draft states that lessees and lessors should apply a “right-of-use model” in accounting for all leases. Under the proposed model31, lessees would recognize an asset for the right 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 the underlying leased asset. A lessor would recognize an asset representing its right to receive lease payments based on the expected term of the lease. Comments on this exposure draft were due by December 15, 2010 and the final standard is expected to be issued in the second quarter of 2011. The Company believes that the proposed standard, as currently drafted, will have neither a material impact on its reported financial position and reported results of operations, nor a material impact on the liquidity of the Company.

InThe ~~August~~Company ~~2010,~~received ~~the~~advances ~~FASB~~of ~~issued~~$4,638 ~~Accounting~~from ~~Standards~~a ~~Update~~third ~~(“ASU”) No~~party. ~~2010-05,~~ The ~~Measuring~~advances ~~Liabilities~~were ~~at Fair Value~~unsecured, orbore ~~ASU~~interest ~~2010-05~~at 6%, ~~which~~and ~~amends~~were ~~ASC~~due ~~820~~on todemand. As ~~provide clarification~~ of aMay ~~circumstance~~31, in2011, ~~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~~debt ~~methods:~~was 1)converted ainto ~~valuation~~shares ~~technique that uses a) the quoted price~~ of ~~the~~common ~~identical~~stock ~~liability when traded as an asset or b) quoted prices for similar liabilities (or similar liabilities when traded as assets)~~ and~~/or~~ 2)was aincluded ~~valuation~~in ~~technique that is consistent with~~ the ~~principles~~total ofconversion ~~ASC 820. ASU 2010-05 also clarifies that when estimating the fair value~~ of ~~a liability~~$118,671 adiscussed ~~reporting~~in ~~entity is not required to adjust to include inputs relating to~~ the ~~existence~~subsequent ~~of transfer restrictions on that liability~~paragraph. ~~The adoption did not have a material impact on our financial statements.~~

InFiscal ~~December~~Year ~~2010,~~End ~~the~~May ~~Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-29~~31, Business Combinations (Topic 805) – Disclosure of Supplementary Pro Forma Information for Business Combinations. This ASU requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined 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. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the 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 on 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, 2010. Early 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.2011

In June 2010, the Company converted $118,671 in debt and accrued liabilities due to related parties at $0.01/share, into 11,867,100 shares of common stock. There was no gain or loss recorded upon conversion.

During the year ended May 31, 2011, debt and accrued liabilities with related parties totaling $75,838 was forgiven and charged to additional paid in capital.

In April 2011, the Company received advances of $7,000 in connection with the Equity Line Financing Agreement (see Note 6). The advances bears interest at 6% and are due within 1 year from the date the agreement was executed. The advances and accrued interest may be converted into common stock at a price of $0.05/share. The conversion price was modified to $0.02/share (see Note 6).

Three Months Ended August 31, 2011

On August 25, 2011, the Company amended the Equity Line Financing Agreement that it entered into on March 28, 2011. The purchase price for the common stock was reduced from $0.05/share to $0.02/share, and the number of shares available for sale was increased from 20,000,000 to 30,000,000. The amended Agreement terminates on August 25, 2012, upon maximum investment, or upon earlier termination as stated in the Agreement.

On the commitment date (March 28, 2011), the Company had already recognized a BCF of $7,000, and recorded amortization of $1,117 for the year ended May 31, 2011. The reduction in exercise price did not affect the accounting for these debt issuances as the Company had recorded the maximum debt discount, as a result, the application of extinguishment accounting would not be necessary.

During the three months ended August 31, 2011, the Company received advances of $33,500. These advances bear interest at 6% and are due on August 25, 2012. These advances and accrued interest may be converted into common stock at a price of $0.02/ share based upon the modification of exercise price discussed above. Of the $33,500 advanced, $21,000 originally had the $0.05/share exercise price.

Included in the $21,000 discussed above, for $20,000 of the debt, the Company determined that since the exercise price of the debt was reduced from $0.05/share to $0.02/share, this effectively represented debt instruments being exchanged with substantially different terms and applied debt extinguishment accounting, resulting in a $2,948 loss on extinguishment of debt, determined as follows:

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2011

(Unaudited)

Note 3 Going Concern


Face amount of new debt	$	20,000
Face amount of original debt		(20,000	)
BCF recorded as debt discount – original debt		(3,200	)
Amortization of BCF to interest expense – prior to extinguishment		252
Loss on extinguishment of debt	$	2,948

AsThe ~~reflected~~Company incompared the ~~accompanying~~BCF ~~financial~~recorded ~~statements,~~as a debt discount of both the old and new debt. The Company ~~has~~determined that the BCF recorded as a ~~net~~debt ~~loss~~discount ofassociated ~~$25,181~~with ~~and~~the ~~net~~new ~~cash~~debt ~~used~~instruments inexceeded ~~operations~~the BCF recorded as a debt discount of $the old debt instruments by more than 10%. As such,~~519~~ ~~for~~extinguishment ~~the~~accounting ~~nine~~was ~~months~~used. Because ~~ended~~of ~~February~~no ~~28,~~new ~~2011;~~proceeds ~~and~~being araised ~~working~~in ~~capital~~connection ~~deficit~~with ofthis $2modification,~~125,~~ anno ~~accumulated~~additional ~~deficit~~debt ofdiscount ~~$582~~was recorded; however,~~278~~ ~~and~~the ~~stockholders’~~previously ~~deficit~~unamortized ofdebt ~~$2,125~~discount atwas ~~February~~amortized ~~28,~~in ~~2011~~full.

~~The~~In ~~ability of~~ the ~~Company~~three tomonths ~~continue~~ended asAugust ~~a going concern is dependent on Management's plans~~31, ~~which include potential asset acquisitions~~2011, ~~mergers~~the orCompany ~~business~~recognized ~~combinations~~a ~~with~~BCF ~~other~~of ~~entities~~$16,700 ~~further~~(prior ~~implementation~~to ofmodification), ~~its business plan~~ and ~~continuing~~recorded toamortization ~~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~~$2,431.

The ~~accompanying~~following ~~financial~~is ~~statements have been prepared on~~ a ~~going~~summary ~~concern basis, which contemplates the realization~~ of ~~assets and~~ the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company’s beconvertible ~~unable~~debt toat ~~continue~~August as31, ~~a going concern.~~2011:

Note 4 Debt

	August 31, 2011			May 31, 2011
Debt issued (face value)	$	40,500		$	7,000
BCF recorded as debt discount		(23,700	)		(7,000	)
Debt discount written off related to extinguishment of debt		2,948			-
Amortization – May 31, 2011		1,117			-
Amortization - August 31, 2011		2,431			1,117
Net carrying amount of convertible debt	$	23,296		$	1,117

~~Fiscal~~Note ~~Year~~6 ~~End~~Equity ~~May 31, 2008 and Prior~~Agreement

InOn ~~connection~~August ~~with~~25, a2011, ~~transaction~~the ~~that~~Company ~~occurred~~amended inthe ~~2008,~~Equity ~~the~~Line ~~Company~~Financing ~~issued~~Agreement athat ~~convertible~~it ~~note~~entered ~~for~~into ~~$100~~on March 28,~~000~~ 2011. The ~~Maturity~~purchase ofprice for the ~~note~~common ~~had~~stock ~~various~~was ~~provisions~~reduced from $0.05/share to $0.02/share, ~~one~~and the number of ~~which~~shares available for sale was ~~termination~~increased from 20,000,000 to 30,000,000. On The amended Agreement terminates on August 2225, ~~2008~~2012, ~~the~~upon ~~note~~maximum ~~became~~investment, ~~due~~or onupon ~~demand~~earlier termination as stated in the Agreement.

On January 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.

In 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.

In fiscal year 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.

Cybermesh International Corp. and Subsidiary

(A Development Stage Company)

Notes to Consolidated Financial Statements

~~February~~August 2831, 2011

(Unaudited)

~~The~~Note ~~Company~~7 ~~received~~Stockholders’ ~~an advance of $15,000 from a third party. The advance was unsecured, bore interest at 6%, and were due on demand.~~Deficit

Fiscal Year End May 31, 2009

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

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 Year End May 31, 2010

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

Fiscal Year End May 31, 2011

In June 2010, the 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.

In August 2010, the Company received advances of $10,234 from a third party. The advances were unsecured, bore interest at 6%, and were due on demand. The Company repaid $3,650.

During the 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.

Note 5 Stockholders’ Deficit

Fiscal Year End May 31, 2009 and prior

In September 2008, the Company sold 5,800 units for $290,000. Each unit consisted of 1 share of common stock and 1 warrant. The warrants were exercisable for 2 years, and expired in September 2010.

						Weighted
				Weighted		Average
				Average		Remaining
				Exercise		Contractual	Intrinsic
	Warrants			Price		Life in Years	Value

Balance - 5/31/10		5,800		$	100
Granted		-			-
Forfeited/Cancelled		(5,800	)		-
Exercised		-			-
Balance - 5/31/11 - outstanding		-			-	-
Balance - 5/31/11 - exercisable		-		$	-	-	-

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~~August 2831, 2011

(Unaudited)

~~Note 6 Subsequent Events~~Warrants

OnThe ~~March~~following ~~28,~~is ~~2011, the Company entered into an Equity Line Financing Agreement to sell up to 20,000,000 shares at~~ a ~~price~~summary of ~~$0.05~~the ~~per~~Company’s ~~share~~warrant ~~for a maximum investment of $1,000,000.~~ activity:

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

					Weighted
			Weighted		Average
			Average		Remaining
			Exercise		Contractual		Intrinsic
	Warrants		Price		Life in Years		Value
Balance - 5/31/11 - outstanding		-		-		-		-
Balance - 5/31/11 - exercisable		-		-		-		-
Granted		5,000,000		0.001		9.97
Forfeited/Cancelled		-		-
Exercised		-		-
Balance - 8/31/11 - outstanding		5,000,000	$	0.001		9.97	$	245,000
Balance - 8/31/11 - exercisable		5,000,000	$	0.001		9.97	$	245,000

Note 8 Joint Venture

On August 16, 2011, the Company entered into an agreement to form a Joint Venture (“JV”).

The JV intends to engage in the business of exploiting proprietary software designed to recapture royalties for unauthorized computer downloads of copyrighted material on the Internet. The other party will exclusively license software to the JV and the Company will contribute $500,000 to the JV. Each company will own 50% of the JV.

Additionally, the Company granted 10-year warrants to the other party, as consideration for the formation of the JV, to purchase 5,000,000 shares of the Company’s common stock at an exercise price of $0.001 per share. All warrants were fully vested on the grant date.

The warrants have a fair value of $250,000, based upon the black-scholes option-pricing model. The Company used the following weighted average assumptions:

Expected dividends		0%
Expected volatility		240%
Expected term		10 year
Risk free interest rate		2.23%

~~Item~~Cybermesh 2International Corp. ~~MANAGEMENT’S~~and ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Subsidiary

~~This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934~~ (~~the~~A ~~"Exchange~~Development ~~Act").~~Stage 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:Company)

~~· general~~Notes ~~economic~~to ~~and~~Consolidated ~~business~~Financial ~~conditions, both nationally and in our markets,~~Statements

~~· our~~August ~~expectations and estimates concerning future financial performance~~31, ~~financing plans and the impact of competition,~~2011

~~· our ability to implement our growth strategy,~~Unaudited

~~· anticipated~~The ~~trends~~Company has accounted for its investment in ~~our~~the ~~business~~JV using the equity method of accounting. During the three months ended August 31, 2011, the Company contributed $18,000 to fund JV related expenses. The JV’s year-to-date expenses were $39,130 of which the Company’s share of $19,565 has been reflected in the accompanying statement of operations as the proportionate share of losses from the JV, but is limited to the Company’s total investment of $18,000 since losses are only recognized to the extent of the investment in the JV. The JV has not yet been formed; however, the Company has paid expenses as if the JV had been formed.

~~· advances~~Note in9 ~~technologies, and~~Commitments

~~· other~~Employment ~~risk~~Agreements ~~factors~~– ~~set~~Chief ~~forth~~Executive ~~herein.~~Officer and Secretary

In ~~addition,~~January ~~in this report~~2011, wethe ~~use~~Company ~~words~~executed ~~such~~employment asagreements ~~"anticipates,"~~containing ~~"believes,"~~the ~~"plans,"~~following ~~"expects," "future," "intends," and similar expressions to identify forward-looking statements.~~provisions:

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.

Term of contract	3 years
Salary	$24,000 - $120,000
Salary deferral	All salaries commenced on June 15, 2011, the date the Company received its initial funding.

~~History~~Currently, the Company is accruing the salary until cash flows improve. As of August 31, 2011, $32,977 is included in accounts payable and accrued liabilities.

~~The~~ Note ~~Company~~10 ~~was~~Subsequent 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.Events

~~The~~In ~~Company~~September, October ~~had~~and aNovember ~~distribution~~of ~~agreement~~2011, ~~entitling~~the usCompany toreceived ~~market~~advances ~~and~~of ~~sell~~$58,600. The ~~the~~advances ~~Lozenge~~bear oninterest anat ~~exclusive~~6% ~~basis~~and ~~worldwide~~are ~~and~~due on aAugust ~~non-exclusive~~25, ~~basis in China~~2012. The ~~This~~advances ~~agreement~~ and ~~sub~~accrued ~~distribution~~interest ~~agreements~~may ~~were~~be ~~cancelled~~converted ~~effective~~into ~~February~~common ~~28,~~stock ~~2008~~at as a ~~result~~price of ~~further market research determining that the marketing and distribution of the Smokers Lozenge was not as profitable as previously expected~~$0.02/ share. The Company ~~does~~is ~~not~~determining ~~have any intension on continuing or expanding~~ the ~~business~~value of ~~distribution of~~ the ~~Lozenge~~related BCF.

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~~Item of2. ~~Subsidiary~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Effective~~Cautionary ~~August~~Notice ~~23,~~Regarding ~~2008,~~Forward ~~the~~Looking 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.Statements

~~Acquired~~We ~~Technologies~~desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management’s current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “may,” variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

OnReaders ~~August~~should 27not place undue reliance on these forward-looking statements, ~~2008~~which are based on management’s current expectations and projections about future events, ~~the~~are ~~Company~~not ~~entered~~guarantees ~~into~~of afuture ~~debt~~performance, ~~settlement~~are ~~agreement~~subject ~~with~~to ~~CMS~~risks, BCuncertainties and assumptions (including those described below), and apply only as of the date of this filing. ~~CMS~~Our BCactual ~~owed~~results, performance or achievements could differ materially from the ~~Company~~results ~~$100~~expressed in,~~000~~ ~~under~~or aimplied ~~promissory~~by, ~~note~~these forward-looking statements. ~~The~~Factors ~~$100~~which could cause or contribute to such differences include,~~000~~ ~~was~~but ~~cancelled~~are not limited to, the risks discussed in ~~exchange~~our prior SEC filings, including our Annual Report on Form 10-K for ~~proprietary~~the ~~technologies~~fiscal ~~which~~year ~~were~~ended ~~developed~~May 31, 2011, as amended, and in the press releases and other communications to shareholders issued by ~~CMS~~us BCfrom ~~(“Acquired~~time ~~Technologies”).~~to ~~Pursuant~~time which attempt to advise interested parties of the ~~agreement,~~risks ~~these~~and ~~assets~~factors ~~were~~which ~~transferred~~may affect our business. We undertake no obligation to ~~CMS~~publicly ~~Belize~~update or revise any forward-looking statements, ~~the~~whether ~~Company’s~~as ~~wholly~~a ~~owned~~result ~~subsidiary~~of new information, future events, or otherwise.

~~Acquired~~Current ~~Technologies consist of the following:~~Business

~~· Blast~~On ~~IPTV~~August -16, ~~high~~2011, ~~definition~~Cybermesh ~~streaming~~International ~~video~~Corp. TV(“we” or the “Company”) entered into a Joint Venture Agreement (“Agreement”) with ContentX Technologies, LLC, a California limited liability company (“ContentX”), whereby the parties will create a joint venture Nevada limited liability company with the name CTX/CYTL, LLC (“Joint Venture”). The Joint Venture will engage in the business of exploiting ContentX’s proprietary software (“Software”) designed to recapture royalties for unauthorized computer downloads of copyrighted material on the Internet.

~~· Free~~Pursuant ~~Internet~~to ~~Hot~~the ~~Spots~~terms -of ~~local~~the ~~advertising~~amended ~~supported~~Agreement, ~~wireless~~ContentX ~~networks~~has exclusively licensed the Software to the Joint Venture and we shall contribute $500,000 to the Joint Venture, and each party shall own 50% of the Joint Venture. Additionally, we shall issue to ContentX a warrant to purchase 5,000,000 shares of Company common stock at an exercise price per share of $0.001.

~~· Mobile~~We 2are ~~Global~~in ~~Cellular~~the -process ~~VOIP~~of ~~Communication~~raising ~~Products~~our $500,000 capital contribution for the Joint Venture. The Joint Venture has not yet been formed.

~~· Wireless~~Critical ~~Network~~Accounting ~~Routers and other telecommunication equipment~~Estimates

~~· ISP~~The preparation of financial statements in conformity with GAAP requires management to make estimates and ~~Website~~assumptions ~~Hosting~~that affect certain reported amounts and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The application of GAAP involves the exercise of varying degrees of judgment. The resulting accounting estimates will not always precisely equal the related actual results. Management considers an accounting estimate to be critical if:

~~· Website~~• assumptions ~~and~~are ~~Multi-Media~~required ~~Development~~to be made; and

~~And~~• changes ~~the~~in ~~following~~estimates ~~proprietary~~could ~~technologies~~have ~~under~~a ~~development:~~material effect on our consolidated financial statements.

~~· CMS~~We ~~Fiber~~have ~~Optic~~determined ~~Router~~that the calculation of the fair value of equity securities issued for services and the estimated valuation allowance for deferred tax assets, due to continuing and expected future losses meet those criteria of a significant estimate. See Note 3 of the consolidated financial statements.

~~· SSID Wireless Security Protocol and Certification~~16

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~~build ~~its~~the ~~research~~Joint ~~and~~Venture ~~development~~with ~~efforts~~ContentX ~~upon~~in ~~appointing~~the aentertainment ~~service~~industry, ~~provider.~~which Itplans ~~cannot~~to besecure ~~estimated~~contracts ~~when~~with copyright holders ato ~~service~~convert ~~provider~~illegal ~~will~~file besharers ~~appointed~~into orpaying ~~when~~customers. The ~~the~~ Company ~~will~~is bealso inlooking aat opportunities with ~~position~~niche todemographics ~~launch~~in the ~~Acquired~~media ~~Technologies into the market~~space.

Results of Operations

~~The~~Three ~~following~~Months isEnded aAugust ~~discussion on expenses incurred for the three and nine months ended February 28~~31, 2011 ~~compared~~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~~We ~~Company~~generated ~~did~~no ~~not~~revenues ~~generate~~from ~~any~~our ~~revenues~~operations for the three months ended ~~February~~August 2831, 2011 and 2010. ~~The~~or ~~Company~~since inception. We cannot determine at this time when itwe will be in a position to generate revenues.

Expenses

~~For~~Our total general and administration expenses were $323,630 for the three ~~month~~months ~~periods~~ ended ~~February~~August 2831, 2011 ~~and~~compared ~~2010~~to $16,294 ~~our~~for ~~administrative~~the ~~expenses~~same ~~totaled~~period ended August 31, 2010. The increase is primarily due to an increase in professional fees in the amount of $218,~~365~~680, ~~and~~transfer agent fees of $5,~~648~~375, ~~respectively.~~officer payroll of $30,000, which commenced during this quarter after the company received initial debt funding, a loss on earnings from Joint Venture of $18,000 and expenses related to warrants issued of $250,000. Expenses incurred were to sustain operations at basic minimal levels until such time where we ~~are~~start ingenerating arevenue ~~position~~from tothe ~~expand~~joint ~~our research and development and marketing efforts~~venture.

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~~August 2831, 2011, ~~the~~we ~~Company~~ had no cash of $2,657; and a negative working ~~deifit~~deficit of $2106,~~125~~006. Based on current operations, over the next 12 months, the Company will require approximately $15360,000 ~~for settlement of our current liabilities and a further $300,000~~ to sustain operations at basic minimal levels.

~~During~~The ~~the~~Company ~~nine~~is ~~months~~in ~~ended~~the ~~February~~development 28stage, ~~2011~~has not yet generated any revenues and has an accumulated deficit prior to the development stage of $29,279 ~~net~~and ~~cash~~an ~~provided~~accumulated bydeficit ~~financing~~during ~~activities~~the ~~was~~development stage of $6930,~~584~~580 at August 31, 2011. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on the successful execution of management's plans, which include generating revenue from the joint venture and draw downs from the equity line agreement both of which are noted in the notes to the consolidated financial statements, and with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements.

In June 2010, $ 118,671 of our current liabilities consisting of shareholder and consultant loans and related interest were settled by issuance of 11,867,100 common shares at $ 0.01. There was no gain or loss in debt settlement. On January 19, 2011 the Company converted the $100,000 demand note, at $0.01/share, into 10,000,000 shares of common stock.

Cash used in operating activities

Cash used in operating activities for the three months ended August 31, 2011 and 2010 was $12,843 and $10,257, respectively.

From August 27, 2008 to August 31, 2011, we used net cash of $365,309 in operating activities.

Cash used in investing activities

Cash used in investing activities for the three months ended August 31, 2011 and 2010 was $18,000 and $0, respectively.

From August 27, 2008 to August 31, 2011, we used net cash of $18,000 in investing activities.

Cash used in investing activities related to the payment of expenses for the JV. See note 8 of the consolidated financial statements.

Cash flow from financing activities

Cash provided by financing activities for the three months ended August 31, 2011 and 2010 was $33,500 and $10,234, respectively. The increase is primarily due to advances from our equity line.

From August 27, 2008 to August 31, 2011, we received $385,613 through financing activities; $272,500 from the net sale of our common shares and warrants and $113,113 in net proceeds from debt.

Material Commitments

On August 16, 2011, we executed a Joint Venture Agreement with a California limited liability company whereby both companies will create a joint venture Nevada limited liability company. Pursuant to the terms of the agreement, we will contribute $500,000 and grant 10-year fully vested warrants to purchase 5,000,000 shares of our company’s common stock at $0.001/share, in exchange for 50% ownership of the joint venture. As of August 31, 2011, the joint venture was not formed.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures. Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(Ab) ~~Evaluation~~and 15d-15 under the Securities Exchange Act of ~~Disclosure~~1934 ~~Controls~~(the “Exchange Act”). Based on that evaluation, our chief executive officer and ~~Procedures~~chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

AsChanges ofin ~~the~~Internal ~~end~~Control ofover 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~~Reporting. InThere ~~addition, the Company reviewed its internal controls, and there~~ have been no ~~significant~~ changes in ~~its~~our internal ~~controls~~control orover infinancial ~~other~~reporting ~~factors~~ that ~~could~~occurred ~~significantly~~during ~~affect~~the ~~those~~period ~~controls~~covered ~~subsequent~~by tothis ~~the~~report ~~date~~that ofhave ~~their~~materially ~~last~~affected, ~~evaluation~~ or ~~from~~are ~~the~~reasonably ~~end~~likely ofto ~~the~~materially ~~reporting~~affect, ~~period~~our tointernal ~~the~~control ~~date~~over offinancial ~~this Form 10-Q~~reporting.

(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: November 22, 2011		CYBERMESH INTERNATIONAL CORP
Date: April 19, 2011	/s/ John Samuel Porter
		/s/ John Samuel Porter
	~~John Samuel Porter~~	John Samuel Porter
	~~Chief Executive Officer, Chief Financial Officer, Director~~	Chief Executive Officer, Chief Financial Officer, Director

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