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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~November 30~~February 28, ~~2009~~2010

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

For the transition period from __________ to __________

Commission file number 333-119715

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

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

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

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):

- 2 -

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

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

54,990,000 common shares issued and outstanding as of April ~~December 22~~7, ~~2009~~2010.

2- 3 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial statements for the quarter ended ~~November~~February 3028, ~~2009~~2010 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

3CAROLYN RIVER PROJECTS LTD.

~~CAROLYN RIVER~~(A ~~PROJECTS~~Development ~~LTD.~~Stage Company)

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

~~FINANCIAL STATEMENTS~~February 28, 2010

~~November 30,~~F-1 ~~2009~~

~~F-1~~CAROLYN RIVER PROJECTS LTD. (A Development Stage Company) BALANCE SHEETS (Unaudited)

CAROLYN RIVER PROJECTS LTD.

		February 28,			May 31,
		2010			2009

ASSETS

Current
Cash	$	-		$	2,265


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current
Accounts payable and accrued liabilities	$	11,331		$	22,617
Short term debt (Note 2)		-			61,546
Due to related party		66,550			31,550
		77,881			115,713

Shareholders’ Deficit
Common stock 585,000,000 shares authorized, $0.001 par value, 54,990,000 shares issued and outstanding (May 31, 2009 -54,990,000)		30,000			30,000
Deficit accumulated during the development stage		(107,881	)		(143,448	)
		(77,881	)		(113,448	)

	$	-		$	2,265

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

~~BALANCE SHEETS~~F-2

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

		November 30,				May 31,
														Cumulative from
		2009				2009
		Three months			Three months			Nine months			Nine months			February 2, 2004
ASSETS
		ended			ended			ended			ended			(Inception) to
Current
		February 28,			February 28,			February 28,			February 28,			February 28,
Cash		$	157			$	2,265
		2010			2009			2010			2009			2010
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Expenses
Current
Accounting and audit fees	$	3,296		$	4,896		$	12,814		$	12,387		$	89,511
Accounts payable and accrued liabilities		$	26,595			$	22,617
Bank charges and interest		27			18			109			54			712
Short term debt			-				61,546
Filing fees		573			775			5,030			1,924			14,816
Due to related party			43,550				31,550
Interest expense		-			1,375			1,470			3,335			9,202
			70,145				115,713
Legal fees		3,677			705			11,456			6,695			45,390
Shareholders’ Deficit
Mineral property costs		-			-			-			-			12,500
Common stock
Office and general expenses		320			-			320			-			916
585,000,000 shares authorized, $0.001 par value,
Transfer agent fees		-			-			-			500			1,600
54,990,000 shares issued and outstanding			30,000				30,000
Loss from Operation		(7,893	)		(7,769	)		(31,199	)		(24,895	)		(174,647	)
(May 31, 2009 -54,990,000)
Other Items
Deficit accumulated during the exploration stage			(99,988	)			(143,448	)
Forgiveness of debt		-			-			66,766			-			66,766
			(69,988	)			(113,448	)
	$	(7,893	)	$	(7,769	)	$	35,567		$	(24,895	)	$	(107,881	)
		$	157			$	2,265
Net Earnings (Loss) per Share - Basic and Diluted	$	(0.00	)	$	(0.00	)	$	0.00		$	(0.00	)
The accompanying note is an integral part of these financial statements.
Weighted Average Number of Shares Outstanding – Basic and Diluted		54,990,000			54,990,000			54,990,000			54,990,000

~~F-2~~The accompanying notes are an integral part of these financial statements.

~~CAROLYN~~F-3 ~~RIVER PROJECTS LTD.~~

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

STATEMENTs OF OPERATIONS

								Cumulative from
		Nine months			Nine months			February 2, 2004
		ended			ended			(Inception) to
		February 28,			February 28,			February 28,
		2010			2009			2010

Cash Used in Operating Activities
Net income (loss)	$	35,567		$	(24,895	)	$	(107,881	)
Adjustment to reconcile net loss to net used in operating activities
Accrued interest		1,470			-			7,980
Gain on forgiveness of debt		(66,766	)		-			(66,766	)
Changes in non cash working capital items
Accounts payable and accrued liabilities		(11,286	)		2,496			11,331
Net Cash Used in Operating Activities		(41,015	)		(22,399	)		(155,336	)

Cash From Financing Activities
Proceeds from sale and issuance of common stock		-			-			30,000
Increase in due to related party		35,000			-			66,550
Short term debt		3,750			22,345			58,786
Net Cash Provided by Financing Activities		38,750			22,345			155,336

Decrease in Cash		(2,265	)		(54	)		-

Cash, Beginning		2,265			3,033			-

Cash, Ending	$	-		$	2,979		$	-

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

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

	Three months			Three months			Six months			Six months			February 2, 2004
	ended			ended			ended			ended			(Inception) to
	November 30,			November 30,			November 30,			November 30,			November 30,
	2009			2008			2009			2008			2009
Expenses
Accounting and audit fees	$	3,760		$	2,225		$	9,518		$	7,491		$	86,215
Bank charges and interest		18			18			82			36			685
Filing fees		425			472			4,457			1,149			14,243
Interest expense		-			1,060			1,470			1,960			9,202
Legal fees		3,300			3,005			7,779			5,990			41,713
Mineral property costs		-			-			-			-			12,500
Office and general expenses		-			-			-			-			596
Transfer agent fees		-			500			-			500			1,600
Loss from operations		(7,503	)		(7,280	)		(23,306	)		(17,126	)		(166,754	)
Other items
Forgiveness of debt		66,766			-			66,766			-			66,766
Net Income (Loss)	$	59,263		$	(7,280	)	$	43,460		$	(17,126	)	$	(99,988	)
Net Earnings (Loss) per Share, Basic and Diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Weighted Average Number of Shares Outstanding – Basic and Diluted		54,990,000			54,990,000			54,990,000			54,990,000
The accompanying note is an integral part of these financial statements.

F-4

F-3

Note 1	Basis of Presentation

	Unaudited Interim Financial Statements

	The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended May 31, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.

	The Company has evaluated subsequent events through its financial statement filing date.

Note 2	Short Term Debt

	During the year ended May 31, 2008, the Company arranged a credit facility with a lender for an amount up to $100,000. During the nine months ended February 28, 2010, the lender has forgiven all principal and interest accrued in the amount of $66,766, including total accrued interest of $7,980 (May 31, 2009: $6,510).

~~CAROLYN RIVER~~F-5 ~~PROJECTS LTD.~~

~~(A Development~~- ~~Stage~~4 ~~Company)~~-

~~STATEMENTS OF~~Item ~~CASH~~2. ~~FLOWS~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~(Unaudited)~~FORWARD-LOOKING STATEMENTS

	Six months ended November 30,			Six months ended November 30,			February 2, 2004 (Inception) to November 30,
	2009			2008			2009
Cash Used in Operating Activities
Net income (loss)	$	43,460		$	(17,126	)	$	(99,988	)
Adjustment to reconcile net loss to net cash used in operating activities
Accrued interest		1,470			1,960			7,980
Gain on forgiveness of debt		(66,766	)		-			(66,766	)
Changes in non cash working capital items
Accounts payable and accrued liabilities		3,978			(3,880	)		26,595
Net Cash Used in Operating Activities		(17,858	)		(19,046	)		(132,179	)
Cash From Financing Activities
Proceeds from sale and issuance of common stock		-			-			30,000
Increase in due to related party		12,000			-			43,550
Short term debt		3,750			19,010			58,786
Net Cash Provided by Financing Activities		15,750			19,010			132,336
Increase (Decrease) in Cash		(2,108	)		(36	)		157
Cash, Beginning		2,265			3,033			-
Cash, Ending	$	157		$	2,997		$	157
Supplemental Cash Flow Information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
The accompanying note is an integral part of these financial statements.

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

~~F-4~~ Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and is prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

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

~~(A Development~~Corporate ~~Stage~~History ~~Company)~~

~~NOTES~~ We TOwere ~~THE~~incorporated ~~FINANCIAL~~on ~~STATEMENTS~~February 2, 2004 under the laws of the state of Nevada.

~~November~~ Effective 30June 15, ~~2009~~2007, we completed a merger with our subsidiary Parmasters Golf Training Centers, Inc. As a result, we changed our name from “Quorum Ventures, Inc.” to “Parmasters Golf Training Centers, Inc.”

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

~~Note~~ Effective ~~1 Basis~~August 24, 2007, we completed a merger with our subsidiary, Carolyn River Projects Ltd. As a result, we changed our name from “Parmasters Golf Training Centers, Inc.” to “Carolyn River Projects Ltd.” We changed the name of our ~~Presentation~~company to better reflect the direction and business of our company.

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

~~The accompanying~~Our ~~unaudited~~Current ~~interim~~Business financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended May 31, 2009, included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The unaudited interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended November 30, 2009 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.

~~Note~~ Management ~~2 Short~~of ~~Term~~our company believes that there are perceived benefits to being a reporting ~~Debt~~company with a class of publicly-traded securities. These are commonly thought to include: (i) the ability to use registered securities to acquire assets or businesses; (ii) increased visibility in the financial community; (iii) the facilitation of borrowing from financial institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently raising capital; (vii) compensation of key employees through stock options; (viii) enhanced corporate image; and (ix) a presence in the United States capital market.

~~During the~~- ~~year~~5 ~~ended~~- May 31, 2008, the Company arranged a credit facility with a lender for an amount up to $100,000. During the six months ended November 30, 2009, the lender has forgiven all principal and interest accrued in the amount of $66,766, including total accrued interest of $7,980 (May 31, 2009: $6,510).

~~Note~~ We ~~3 Subsequent~~may seek a business opportunity with entities who have recently commenced ~~Events~~operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

~~The~~ In ~~Company have~~implementing a structure for a particular business acquisition or opportunity, ~~evaluated~~we ~~subsequent~~may ~~events~~become ~~through~~a ~~January~~party 13to a merger, ~~2010~~consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the ~~date~~consummation of ~~issuance~~a transaction, it is likely that our present management will no longer be in control of our company. In addition, it is likely that our officers and directors will, as part of the ~~unaudited~~terms ~~interim~~of ~~financial~~the ~~statements~~acquisition transaction, resign and ~~did~~be ~~not~~replaced ~~have~~by ~~any~~one ~~material~~or ~~recognizable~~more ~~subsequent~~new ~~events~~officers and directors.

F As of the date hereof, management has not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-5K with the Securities and Exchange Commission.

~~Item~~ We 2anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management’s ~~Discussion~~believes ~~and~~that ~~Analysis~~there are numerous firms in various industries seeking the perceived benefits of ~~Financial~~being a ~~Condition~~publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which ~~Results~~will make the task of ~~Operations~~comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.

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

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

~~Financial~~ You ~~information~~should ~~contained~~read inthe ~~this~~following ~~quarterly~~discussion ~~report~~of ~~and~~our infinancial ~~our~~condition ~~unaudited~~and ~~interim~~results of ~~financial~~operations ~~statements~~together iswith ~~stated~~the inunaudited ~~United~~interim ~~States~~consolidated ~~dollars~~financial statements and isthe ~~prepared~~notes ~~in accordance~~to ~~with~~the ~~United~~unaudited ~~States~~interim ~~generally~~consolidated ~~accepted~~financial ~~accounting~~statements included ~~principles~~in this quarterly report. ~~The following~~This discussion ~~should~~contains beforward-looking statements ~~read~~that inreflect ~~conjunction~~our ~~with~~plans, ~~our~~estimates ~~unaudited~~and ~~interim financial~~beliefs. ~~statements~~Our ~~and~~actual ~~the~~results ~~related~~may differ ~~notes~~materially ~~that~~from ~~appear~~those ~~elsewhere~~anticipated in ~~this quarterly~~these ~~report~~forward-looking statements.

AsFor ~~used~~the inthree ~~this~~month ~~quarterly~~periods ~~report,~~ended ~~and unless~~February ~~otherwise indicated~~28, ~~the~~2010 ~~terms “we”, “us”~~ and ~~“our” mean Carolyn River~~ ~~Projects~~February ~~Ltd.~~28, ~~unless~~2009 ~~otherwise indicated.~~

~~Corporate~~ Our ~~History~~interim financial statements report a net loss of $7,893 for the three month period ended February 28, 2010 as compared to a net loss of $7,769 for the three month period ended February 28, 2009.

We During the ~~were~~three ~~incorporated~~months onended February 228, 2010, we incurred expenses of $7,893 ~~2004~~compared ~~under~~to $7,769 during the ~~laws~~three ofmonths ended February 28, 2009. The increase in expenses during the ~~state~~three ofmonths ~~Nevada~~ended February 28, 2010 was largely due to increases in legal fees and office and general expenses and offset by decreases in accounting and audit fees, filing fees and interest expense.

~~Effective~~For ~~June~~the ~~15,~~nine ~~2007,~~month weperiods ~~completed~~ended ~~a merger~~February ~~with our subsidiary Parmasters Golf Training Centers~~28, ~~Inc. As a~~2010 ~~result, we changed our name from “Quorum Ventures, Inc.” to “Parmasters Golf~~and ~~Training~~February ~~Centers~~28, ~~Inc.”~~2009

In Our interim ~~addition,~~financial ~~effective~~statements ~~June~~report ~~15, 2007, we effected~~ a ~~seven~~net ~~point~~income ~~eight~~of ~~(7.8)~~$35,567 for ~~one~~the ~~(1)~~nine ~~forward~~month period ~~stock~~ended ~~split~~February ~~of our authorized~~28, ~~issued~~2010 ~~and~~as ~~outstanding~~compared ~~common~~to ~~stock. As~~ a ~~result~~net loss of $24,895 ~~our~~for the nine ~~authorized~~month ~~capital~~period ~~increased~~ended ~~from~~February 7528,~~000,000~~ ~~shares~~2009. ofOur ~~common~~net ~~stock~~income ~~with~~for athe ~~par~~nine months ended ~~value~~February of28, ~~$0.001~~2010 toresulted ~~585,000,000~~from ~~shares~~the forgiveness of ~~common~~short ~~stock~~term ~~with~~debt ain ~~par~~the ~~value of~~amount of $066,766.~~001.~~ Our ~~issued~~accumulated ~~and~~net ~~outstanding~~loss ~~share~~for ~~capital~~the ~~increased~~period from February 72,~~050~~ 2004,~~000~~ ~~shares~~our date of ~~common~~inception, ~~stock~~ to 54February 28,~~990,000~~ ~~shares~~2010 ofwas ~~common stock~~$107,881.

~~Effective~~- ~~August~~6 ~~24,~~- 2007, we completed a merger with our subsidiary, Carolyn River Projects Ltd. As a result, we changed our name from “Parmasters Golf Training Centers, Inc.” to “Carolyn River Projects Ltd.” We changed the name of our company to better reflect the direction and business of our company.

~~Our~~ During the ~~company’s~~nine ~~first~~months ~~acquisition occurred~~ended onFebruary ~~April 1~~28, ~~2004~~2010, ~~when~~ we ~~entered~~incurred ~~into~~expenses ~~an agreement with Mr. Glen Macdonald~~ of ~~Vancouver~~$31,199 compared ~~British~~to ~~Columbia~~$24,895 ~~whereby~~during hethe ~~agreed~~nine tomonths ~~sell~~ended toFebruary us29, ~~a total~~2010. ofThe ~~three mineral claims located approximately 44 miles east-northeast of~~increase ~~Yellowknife,~~in ~~Northwest~~expenses ~~Territories,~~during ~~that have~~ the ~~potential~~nine tomonths ~~contain~~ended ~~gold~~February ~~and silver~~29, ~~mineralization~~2010 orwas ~~deposits. Neither~~largely wedue ~~nor our management have any relationship or affiliation with Mr. Macdonald. In order~~ to ~~acquire~~increases ain ~~90%~~accounting ~~interest~~and inaudit ~~these claims~~fees, ~~subject~~legal tofees, afiling 2%fees ~~net~~and ~~smelter~~office ~~returns~~and ~~royalty,~~general weexpenses ~~paid~~and ~~$7,500~~offset toby ~~Mr.~~decreases ~~Macdonald~~in ~~from~~interest ~~our~~expense ~~cash~~and ontransfer ~~hand. These~~agent ~~claims lapsed on May 27, 2007~~fees.

~~Our Current~~Liquidity ~~Business~~and Capital Resources

~~Management~~ We had ofno ~~our~~cash ~~company~~as ~~believes~~of ~~that there~~February ~~are~~28, ~~perceived~~2010 ~~benefits~~and toa ~~being~~working acapital ~~reporting~~deficit ~~company~~of ~~with~~$77,881. Our atotal ~~class~~liabilities as of ~~publicly-traded~~ ~~securities. These~~February ~~are~~28, ~~commonly~~2010 ~~thought~~were $77,881, as compared to ~~include:~~total ~~(i)~~liabilities ~~the~~of ~~ability~~$115,713 toof ~~use~~May ~~registered~~31, ~~securities~~2009. toThe ~~acquire~~change ~~assets~~was ordue ~~businesses; (ii)~~primarily ~~increased~~to ~~visibility~~a decrease in ~~the~~accounts ~~financial~~payable ~~community;~~and ~~(iii)~~accrued liabilities, the ~~facilitation~~forgiveness of short ~~borrowing~~term ~~from~~debt ~~financial~~and ~~institutions;~~an ~~(iv)~~increase ~~improved~~in ~~trading~~amounts ~~efficiency;~~due ~~(v) stockholder~~to ~~liquidity;~~a ~~(vi)~~related ~~greater ease in~~party.

4 To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during the next twelve month period ended February 28, 2011.

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

We Given that ~~may~~we ~~seek~~are aan ~~business~~exploration ~~opportunity~~stage ~~with entities~~company ~~who~~and have ~~recently~~not ~~commenced~~generated ~~operations~~revenues to date, orour ~~entities~~cash ~~who~~flow ~~wish~~projections are subject to ~~utilize~~numerous contingencies and risk ~~the~~factors ~~public~~beyond ~~marketplace~~our incontrol, ~~order~~including toexploration ~~raise~~and ~~additional~~development ~~capital~~risks, competition infrom ~~order~~well-funded competitors, and our ability to ~~expand~~manage growth. We ~~business~~can ~~development~~offer ~~activities,~~no assurance that our company will generate cash flow sufficient to meet ~~develop~~our acash ~~new~~flow ~~product~~projections or ~~service,~~that orour ~~for other~~expenses ~~corporate~~will ~~purposes~~not exceed our projections. We ~~may~~If ~~acquire~~our ~~assets~~expenses ~~and~~exceed ~~establish~~estimates, we will require additional monies ~~wholly-owned~~during ~~subsidiaries~~the innext ~~various~~twelve ~~businesses~~months orto ~~acquire~~execute ~~existing~~our ~~businesses as~~business ~~subsidiaries~~plan.

In There are ~~implementing~~no aassurances ~~structure~~that ~~for~~we ~~a particular~~will ~~business~~be ~~acquisition~~able orto ~~opportunity,~~obtain wefunds ~~may~~required ~~become~~for ~~a party to a~~our ~~merger,~~continued ~~consolidation,~~operation. ~~reorganization,~~There ~~joint~~can ~~venture,~~be orno ~~licensing~~assurance ~~agreement with~~that ~~another~~additional ~~corporation~~financing orwill ~~entity. We~~be available ~~may~~to ~~also~~us ~~acquire~~when ~~stock~~needed or ~~assets~~, ofif anavailable, ~~existing~~that ~~business. Upon~~it ~~the~~can ~~consummation~~be ofobtained aon ~~transaction,~~commercially itreasonable isterms. ~~likely~~If ~~that~~we ~~our~~are ~~present~~not ~~management~~able ~~will~~to noobtain ~~longer~~additional ~~be in~~financing ~~control~~on ofa ~~our~~timely ~~company. In addition~~basis, itwe iswill ~~likely~~not ~~that~~be ~~our~~able ~~officers and~~to ~~directors~~meet ~~will,~~our asother ~~part~~obligations ofas ~~the~~they become ~~terms~~due ofand ~~the~~we ~~acquisition~~will ~~transaction, resign and~~ be ~~replaced~~forced byto ~~one~~scale down or ~~more~~perhaps ~~new~~even ~~officers~~cease ~~and~~the operation ~~directors~~of our business.

As There is ofsubstantial ~~the~~doubt ~~date~~about ~~hereof,~~our ~~management~~ability ~~has not~~to ~~entered~~continue ~~into~~as ~~any~~a ~~formal~~going ~~written~~concern ~~agreements~~as ~~for~~the continuation aof our business ~~combination~~is ~~or opportunity~~dependent upon obtaining further financing. ~~When~~ ~~any~~The issuance ~~such~~of ~~agreement~~additional isequity ~~reached,~~securities weby ~~intend~~us tocould result in a significant ~~disclose~~dilution ~~such~~in anthe ~~agreement~~equity byinterests ~~filing~~of aour current ~~report~~stockholders. onObtaining commercial ~~Form~~loans, ~~8-K~~assuming ~~with~~those ~~the~~loans would be available, will increase our ~~Securities~~liabilities and ~~Exchange~~future ~~Commission~~cash commitments.

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

~~As an exploration stage company, we are~~ Operating ~~not~~activities ~~able~~used ~~to fund our~~ cash ~~requirements~~of ~~through our current operations. Historically~~$41,015 wefor ~~have~~the ~~been~~nine ~~able~~month toperiod ~~raise~~ended aFebruary ~~limited amount~~28, ~~of capital through private placements of our equity stock~~2010, ~~but~~compared ~~we are uncertain about our continued ability~~ to ~~raise~~using ~~funds privately. Further~~$22,399 ~~we believe~~for ~~that~~the ~~our~~nine ~~company~~month ~~may~~period ~~have~~ended ~~difficulties~~February ~~raising capital until we locate a~~28, ~~prospective~~2009. ~~property~~The ~~through~~increase ~~which~~in wecash ~~can~~used ~~pursue~~during ~~our~~the ~~plan~~nine ~~of operation. If~~month weperiod ~~are~~ended ~~unable~~February ~~to secure adequate capital to continue~~28, ~~our~~2010 ~~acquisition~~was ~~efforts,~~commensurate ~~our~~with ~~shareholders~~an ~~may~~adjustment ~~lose~~on ~~some~~the orgain ~~all~~on forgiveness of ~~their~~debt ~~investment~~offset ~~and~~by ~~our~~net ~~business may fail~~income.

~~RESULTS OF~~- ~~OPERATIONS~~7 -

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

~~For~~ Financing activities generated cash of $38,750 for the ~~three~~nine month ~~periods~~period ended ~~November~~February 28, 302010, compared to generating $22,345 for the nine month period ended February 28, 2009. ~~and~~All ~~November~~of 30the cash generated from financing activities for the nine month period ended February 28, 2010 was from short term debt and advances ~~2008~~from a related party.

~~Our~~Product ~~interim~~Research ~~consolidated~~and ~~financial statements~~Development report net income of $59,263 for the three month period ended November 30, 2009 as compared to a net loss of $7,280 for the three month period ended November 30, 2008. We reported net income during the period ended November 30, 2009, due to the forgiveness of debt owed by our company.

~~During~~ We do ~~the~~not ~~three~~anticipate ~~months~~that ~~ended November 30, 2009,~~ we ~~incurred~~will ~~expenses~~spend ofany ~~$7,503~~significant ~~compared~~monies toon ~~$7,280~~research ~~during the three~~and ~~months~~development ~~ended~~over ~~November 30, 2008. The increase in expenses during~~ the ~~three~~ ~~months~~twelve ~~ended~~month ~~November~~period ~~30,~~ending ~~2009~~February ~~was largely due to increases in accounting and audit fees~~28, ~~legal fees and filing fees which were offset by a decrease in interest expense~~2011.

5Purchase of Significant Equipment

~~For~~ We ~~the~~do ~~six~~not ~~month~~intend ~~periods~~to ~~ended~~purchase ~~November~~any ~~30,~~significant ~~2008~~equipment ~~and~~over ~~November~~the 30twelve month period ending February 28, ~~2007~~2011.

~~Our~~Off-Balance ~~interim~~Sheet ~~consolidated~~Arrangements financial statements report a net income of $43,460 for the six month period ended November 30, 2009 as compared to a net loss of $17,126 for the six month period ended November 30, 2008. Our accumulated net losses for the period from February 2, 2004, our date of inception, to November 30, 2009 was $99,988.

~~During~~ As of ~~the~~February ~~six months ended November 30~~28, ~~2009~~2010, weour ~~incurred~~company ~~expenses~~had ofno ~~$23,306~~off-balance ~~compared~~sheet ~~to $17~~arrangements,~~126~~ including ~~during~~any ~~the~~outstanding ~~six months~~derivative ~~ended~~financial ~~November 30~~statements, ~~2008. The~~off-balance ~~increase in expenses during the~~sheet ~~six months ended November 30~~guarantees, ~~2009~~interest ~~was~~rate ~~largely~~swap ~~due~~transactions toor ~~increases~~foreign incurrency ~~accounting~~contracts. Our ~~and~~company ~~audit~~does ~~fees,~~not ~~filing~~engage ~~fees~~in ~~and~~trading ~~legal~~activities ~~fees~~involving ~~which~~non-exchange ~~were offset by a decrease in~~traded ~~interest expense~~contracts.

~~Liquidity and~~Employees ~~Capital Resources~~

We currently ~~had~~have ~~cash~~no ofemployees, ~~$157~~other asthan ofour ~~November~~executive 30officers, ~~2009~~ and awe ~~working~~do ~~capital deficit of $69,988. Our total liabilities~~not asexpect ~~of November 30, 2009 were $70,145, as compared~~ to ~~total~~hire ~~liabilities~~any ~~of $115,713~~employees asin ofthe ~~May~~foreseeable ~~31, 2009~~future. ~~The~~ ~~decrease~~We inpresently ~~liabilities~~conduct ~~was~~our ~~primarily~~business ~~due~~through toagreements ~~the~~with ~~reduction~~consultants ofand ~~short~~arms-~~term~~length ~~debt,~~third ~~which was offset by an increase in amounts due to related~~ parties.

ToGoing ~~date,~~Concern we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during the next twelve month period ended November 30, 2010. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.

~~Given that we are an exploration stage~~ Due ~~company~~to ~~and~~the ~~have~~uncertainty ~~not~~of ~~generated revenues to date,~~ our ~~cash~~ability ~~flow projections are subject~~ to ~~numerous~~meet ~~contingencies and risk factors beyond~~ our ~~control,~~current ~~including exploration~~operating and ~~development risks~~capital expenses, ~~competition~~in ~~from~~their ~~well-funded~~report ~~competitors,~~on ~~and our~~the ~~ability~~annual tofinancial ~~manage~~statements ~~growth.~~for Wethe ~~can~~year ~~offer no assurance that our company will~~ended ~~generate~~May ~~cash~~31, ~~flow~~2010, ~~sufficient to meet~~ our ~~cash~~independent ~~flow~~auditors ~~projections~~included oran ~~that~~explanatory ~~our~~paragraph ~~expenses~~regarding ~~will~~concerns ~~not~~about ~~exceed~~ our ~~projections.~~ability Ifto ~~our~~continue ~~expenses~~as ~~exceed~~a ~~estimates,~~going ~~we will require additional monies during the next twelve months to execute our business plan~~concern.

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

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

~~Cash~~ The ~~Flow~~preparation ~~Used~~of financial statements in ~~Operating~~conformity ~~Activities~~with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

~~Operating~~Loss ~~activities~~Per ~~used~~Share cash of $17,858 for the six month period ended November 30, 2009, compared to using $19,046 for the six month period ended November 30, 2008. The decrease in cash used during the six month period ended November 30, 2009 was commensurate with our net income as a result of the forgiveness of debt.

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

~~Cash Flow~~Financial ~~Provided~~instruments ~~by Financing Activities~~

~~Financing~~ Our financial ~~activities~~instruments ~~provided~~consist ~~cash~~ of ~~$15~~ cash,~~750~~ ~~for~~accounts ~~the~~payable ~~six~~and ~~month~~accrued ~~period~~liabilities and ~~ended~~advances ~~November~~from ~~30,~~a ~~2009,~~related ~~compared~~party. toThe ~~$19,010~~fair values of these financial ~~for~~instruments ~~the~~approximate ~~six~~their ~~month~~carrying ~~period~~values ~~ended~~due ~~November~~to ~~30,~~the ~~2008. The~~short-term ~~cash~~maturity ~~provided from~~of ~~financing~~those ~~activities~~instruments. ~~for~~In ~~the~~management’s ~~six~~opinion, ~~month~~we ~~period~~are not ~~ending~~exposed ~~November~~to 30significant interest rate, ~~2009~~currency ~~was~~exchange rate or credit risk arising from ~~advances~~these ~~from~~financial ainstruments. ~~related~~We ~~party~~are ~~and~~not ~~short~~party ~~term~~to ~~debt~~any derivative instruments.

~~Product Research~~- ~~and~~8 ~~Development~~-

WeRECENT doACCOUNTING ~~not anticipate that we will spend any significant monies on research and development over the twelve month period ending November 30, 2010.~~PRONOUNCEMENTS

~~Purchase~~ In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No.168, FASB Accounting Standards Codification and the Hierarchy of ~~Significant~~Generally ~~Equipment~~Accepted Accounting Principles, a replacement of SFAS No. 162 (“Statement 168”). Statement 168 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied in the preparation of financial statements in conformity with generally accepted accounting principles. Statement 168 explicitly recognizes rules and interpretive releases of the Securities and Exchange commission (“SEC”) under federal securities laws as authoritative GAAP for SEC registrants. Statement 168 is effective for financial statements issued for fiscal years and interim periods ending after September 15, 2009.

WeItem do3. ~~not~~Quantitative ~~intend~~and toQualitative ~~purchase~~Disclosures ~~any significant~~About ~~equipment~~Market ~~over the twelve month period ending November 30, 2010~~Risk.

~~Off-Balance~~Not ~~Sheet~~Applicable. ~~Arrangements~~

AsItem of November 30, 2009, our company had no off-balance sheet arrangements, including any outstanding derivative financial statements, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts4T. ~~Our~~ ~~company~~Controls ~~does~~and ~~not engage in trading activities involving non-exchange traded contracts~~Procedures.

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

We As of ~~currently~~February ~~have~~28, no2010, ~~employees~~the three month period covered by this report, ~~other~~we carried ~~than~~out an evaluation, under the supervision and with the participation of our management, ~~executive~~including ~~officer~~our President and our Secretary, of the effectiveness of the design and weoperation doof our disclosure controls and procedures. Based on the foregoing, our President and our Secretary concluded that our disclosure controls and procedures were not ~~expect~~effective as of the end of the period covered by this quarterly report. We have insufficient resources to ~~hire~~adequately ~~any~~ensure that ~~employees~~information is reported within the time periods specified in the SEC’s ~~foreseeable~~rules ~~future~~and forms. We ~~presently~~do ~~conduct~~not have the funds necessary to cover our ~~business~~projected operating expenses over the next 12 month period. We are seeking to raise additional funds through the issuance of equity securities. There can be no ~~agreements~~assurance ~~with~~that ~~consultants~~we will be successful in raising the capital required to continue our operations and ~~arms-length~~comply ~~third~~with ~~parties~~our reporting requirements.

~~Going~~ There ~~Concern~~have been no significant changes in our internal controls over financial reporting that occurred during the three month period ended February 28, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

~~Due~~- to9 ~~the~~- uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended May 31, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern.

~~APPLICATION OF~~PART ~~CRITICAL~~II ~~ACCOUNTING~~- ~~POLICIES~~OTHER INFORMATION

~~Use~~Item of1. ~~Estimates~~Legal ~~and Assumptions~~Proceedings.

~~The~~ We know ~~preparation~~ of ~~financial~~no ~~statements in~~material, ~~conformity~~existing ~~with~~or ~~generally~~pending ~~accepted~~legal ~~accounting~~proceedings ~~principles~~against inour ~~the United States~~company, ofnor ~~America~~are ~~requires~~we ~~management~~involved toas ~~make~~a ~~estimates~~plaintiff ~~and~~in ~~assumptions~~any ~~that~~material ~~affect~~proceeding ~~the~~or pending ~~reported~~litigation. ~~amounts~~There ofare ~~assets~~no ~~and~~proceedings ~~liabilities~~in ~~and~~which ~~disclosure~~any of ~~contingent~~our ~~assets and~~directors, ~~liabilities~~officers ator affiliates, ~~the~~or ~~date~~any ofregistered ~~the~~or ~~financial~~beneficial ~~statements~~shareholder, ~~and~~is ~~the~~an ~~reported~~adverse ~~amounts~~party or ofhas ~~revenues~~a ~~and~~material ~~expenses~~interest ~~during~~adverse ~~the~~to ~~period. Actual~~our ~~results could differ from those estimates~~interest.

~~Loss~~Item ~~Per Share~~1A. Risk Factors.

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

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

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

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

~~RECENT~~Scarcity of and Competition for Business Opportunities and ~~ACCOUNTING~~Combinations ~~PRONOUNCEMENTS~~

~~In February 2007~~ We are, ~~the~~and ~~FASB~~will ~~issued~~continue ~~SFAS No.~~to ~~159~~be, ~~“The~~an ~~Fair~~insignificant ~~Value~~participant ~~Option~~amongst ~~for~~numerous other ~~Financial~~companies ~~Assets~~seeking ~~and~~a ~~Financial Liabilities”. This~~suitable ~~Statement~~business ~~permits~~opportunity ~~entities~~or tobusiness ~~choose~~combination. A tolarge ~~measure many~~number ~~financial~~of ~~assets~~established and ~~financial~~well-financed ~~liabilities~~entities, atincluding ~~fair~~venture ~~value. Unrealized~~capital ~~gains~~firms, ~~and~~are ~~losses~~actively onseeking ~~items~~suitable ~~for~~business ~~which~~opportunities ~~the~~or ~~fair value~~business ~~option~~combinations ~~has~~which ~~been~~may ~~elected~~also ~~are~~be ~~reported~~desirable intarget ~~earnings.~~candidates ~~SFAS~~for Nous. ~~159~~Virtually isall such ~~effective~~entities ~~for~~have significantly greater financial resources, technical ~~fiscal~~expertise ~~years~~and ~~beginning~~managerial ~~after~~capabilities ~~November~~than ~~15,~~we ~~2007~~do. We are, ~~currently~~consequently, at a ~~assessing~~competitive ~~the~~disadvantage ~~impact~~in ofidentifying ~~SFAS~~possible Nobusiness opportunities and successfully completing a business combination. ~~159~~We will onalso ~~our~~compete ~~financial~~with ~~position~~numerous ~~and~~other ~~results~~small ofpublic companies seeking suitable ~~operations~~business opportunities or business combinations.

~~Item~~The worldwide macroeconomic downturn may reduce the ability ~~3. Quantitative~~of ~~and~~our ~~Qualitative~~company ~~Disclosures~~to ~~About~~obtain ~~Market~~the financing necessary to continue our business and ~~Risk~~may reduce the number of viable businesses that we may wish to acquire.

~~Not~~ In ~~Applicable~~2008 and 2009, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, volatile but generally declining energy costs, slower economic activity, decreased consumer confidence and commodity prices, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these macroeconomic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in decreased business opportunities as potential target companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations and to consummate a business opportunity with a viable business.

~~Item 4T. Controls~~We have had negative cash flows from operations and ~~Procedures~~if we are not able to obtain further financing, our business operations may fail.

We ~~maintain disclosure controls and~~ ~~procedures~~had ~~that~~cash ~~are designed to ensure that information required to be disclosed~~ in ~~our~~the ~~reports~~amount ~~filed~~of ~~under~~$Nil ~~the~~and ~~Securities~~a ~~Exchange~~working ~~Act~~capital deficit of ~~1934~~$77,881 as ~~amended, is~~of ~~recorded,~~February ~~processed~~28, ~~summarized~~2010. ~~and~~We ~~reported~~anticipate ~~within~~that ~~the~~we ~~time~~will ~~periods~~require ~~specified in~~additional ~~the~~financing ~~Securities~~while we ~~and~~are ~~Exchange~~seeking ~~Commission’s~~a ~~rules~~suitable ~~and~~business ~~forms,~~opportunity ~~and~~or ~~that~~business ~~such information~~combination. isFurther, ~~accumulated~~we ~~and~~anticipate ~~communicated~~that towe ~~our~~will ~~management,~~not ~~including our~~have ~~President~~sufficient ~~and~~capital ~~our Secretary~~ to ~~allow~~fund ~~for timely decisions regarding required disclosure. In designing and evaluating~~ our ~~disclosure~~ongoing ~~controls~~operations ~~and procedures,~~for ~~our~~the ~~management~~next ~~recognizes~~twelve ~~that~~months. ~~any controls and procedures, no~~We ~~matter~~may ~~how~~be ~~well~~required ~~designed~~to ~~and~~raise ~~operated,~~additional ~~can~~financing ~~provide~~for ~~only~~a ~~reasonable~~particular ~~assurance of~~business ~~achieving~~combination ~~the~~or ~~desired~~business ~~control~~opportunity. ~~objectives,~~We ~~and~~would ~~our~~likely ~~management~~secure isany ~~required to~~additional ~~apply~~financing ~~its~~necessary ~~judgment~~through ina ~~evaluating~~private ~~the~~placement ~~cost-benefit relationship~~ of ~~possible controls~~our ~~and~~common ~~procedures~~shares.

As- of10 ~~November~~- 30, 2009, the three month period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our President and our Secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our President and our Secretary concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report. We have insufficient resources to adequately ensure that information is reported within the time periods specified in the SEC’s rules and forms. We do not have the funds necessary to cover our projected operating expenses over the next 12 month period. We are seeking to raise additional funds through the issuance of equity securities. There can be no assurance that we will be successful in raising the capital required to continue our operations and comply with our reporting requirements.

There can ~~have~~be ~~been~~ no ~~significant~~assurance ~~changes~~that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in ~~our~~a ~~internal~~sufficient ~~controls~~amount ~~over~~when ~~financial~~needed ~~reporting~~and ~~that~~upon ~~occurred~~terms ~~during~~and conditions acceptable to us could have a material adverse effect upon our company. We will require further funds to finance the ~~three~~development of any ~~month~~business ~~period~~opportunity ~~ended~~that ~~November~~we ~~30,~~acquire. ~~2009~~There can be no assurance that ~~have~~such ~~materially~~funds will be available or available on terms satisfactory to us. If additional funds are ~~reasonably~~raised by issuing equity securities, further dilution to existing or future shareholders is likely to ~~materially~~result. ~~affect~~If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ~~internal~~ability ~~controls~~to ~~over~~compete ~~financial~~in the marketplace, ~~reporting~~which may result in the dissolution of our company.

~~PART~~A decline in the price of our common stock could affect our ~~II - OTHER~~ability ~~INFORMATION~~to raise further working capital and adversely impact our operations.

~~Item~~ A prolonged 1decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. ~~Legal~~Because ~~Proceedings~~our operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

We ~~know~~have ofa nolimited ~~material,~~operating ~~existing~~history ~~or pending~~and ~~legal~~if ~~proceedings~~we ~~against our company, nor~~ are ~~we involved as a~~not ~~plaintiff~~successful in ~~any~~continuing ~~material~~to ~~proceeding~~grow ~~or pending litigation. There are no proceedings in which any of~~ our ~~directors~~business, ~~officers~~then orwe ~~affiliates,~~may orhave ~~any registered~~to orscale ~~beneficial~~back ~~shareholder, is an adverse party~~ or ~~has a material~~ ~~interest~~even ~~adverse~~cease to our ~~interest~~ongoing business operations.

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

~~Item~~ We 1Acannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. ~~Risk~~ ~~Factors~~In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

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

~~Much~~ We will, ~~of the information included~~ in ~~this~~ ~~quarterly~~all ~~report~~likelihood, ~~includes~~sustain oroperating isexpenses ~~based~~without ~~upon estimates~~corresponding revenues, ~~projections~~at orleast ~~other forward-looking~~until ~~statements. Such~~we ~~forward~~complete ~~looking~~a ~~statements~~business ~~include any~~combination ~~projections~~ or ~~estimates~~acquire ~~made~~a business byopportunity. usThis ~~and~~may ~~our~~result ~~management~~ in ~~connection with~~ our ~~business~~company ~~operations. While~~incurring ~~these~~a ~~forward-looking~~net ~~statements, and~~operating ~~any~~loss ~~assumptions upon~~ which ~~they~~will ~~are~~increase ~~based,~~continuously ~~are~~until ~~made~~we incomplete ~~good~~a ~~faith~~business ~~and reflect~~combination ~~our~~or ~~current~~acquire ~~judgment~~a ~~regarding~~business ~~the~~opportunity ~~direction~~that ofcan ~~our~~generate ~~business,~~revenues ~~actual~~that ~~results~~result in a ~~will~~net ~~almost~~profit ~~always~~to ~~vary,~~us. ~~sometimes~~There ~~materially,~~is ~~from~~no ~~any~~assurance ~~estimates,~~that ~~predictions,~~we will identify a suitable ~~projections,~~business ~~assumptions~~opportunity or ~~other~~complete ~~future~~a ~~performance~~business ~~suggested herein~~combination.

~~Such estimates, projections or other forward~~-~~looking~~ ~~statements~~11 involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward-~~looking statements. Prospective~~ ~~investors should consider carefully the risk factors set out below.~~

~~Risks Related~~No ToAgreement ~~Our~~for ~~Financial~~Business ~~Condition~~Combination ~~and~~or Other Transaction/No Standards for Business ~~Model~~Combination.

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

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

~~The worldwide~~Trading ~~macroeconomic~~of ~~downturn~~our stock may ~~reduce~~be ~~the~~restricted ~~ability~~by ofthe ~~our company to obtain~~Securities ~~the~~Exchange ~~financing~~Commission’s ~~necessary~~penny tostock ~~continue~~regulations, ~~our~~which ~~business and~~ may ~~reduce~~limit ~~the~~a ~~number of~~stockholder’s ~~viable~~ability ~~businesses~~to ~~that~~buy weand ~~may~~sell ~~wish~~our ~~to acquire~~stock.

In The Securities ~~2008~~ and ~~2009,~~Exchange ~~there~~Commission has ~~been~~adopted regulations which generally define “penny stock” to be any equity security that has a market price (as ~~downturn~~defined) inless ~~general~~than ~~worldwide~~$5.00 ~~economic~~per ~~conditions~~share ~~due~~or an exercise price of less than $5.00 per share, subject to ~~many~~certain ~~factors~~exceptions. Our securities are covered by the penny stock rules, ~~including~~which impose additional sales practice requirements on ~~the~~broker-dealers ~~effects~~who ofsell ~~the~~to ~~subprime~~persons ~~lending~~other than established customers and “accredited ~~general~~investors”. ~~credit~~The ~~market~~term ~~crises~~“accredited investor” refers generally to institutions with assets in excess of $5,000,000 ~~volatile~~or individuals with a net worth ~~but~~in ~~generally~~excess ~~declining~~of ~~energy~~$1,000,000 ~~costs~~or annual income exceeding $200,000 ~~slower~~or ~~economic~~$300,000 ~~activity~~jointly with their spouse. The penny stock rules require a broker-dealer, ~~decreased~~prior to a ~~consumer~~transaction ~~confidence~~in ~~and~~a ~~commodity~~penny ~~prices~~stock not otherwise exempt from the rules, ~~reduced~~to ~~corporate~~deliver ~~profits~~a standardized ~~and~~risk ~~capital~~disclosure document in a form prepared by the Securities and ~~spending~~Exchange Commission, ~~adverse~~which ~~business~~provides ~~conditions,~~information ~~increased~~about ~~unemployment~~penny stocks and ~~liquidity~~the ~~concerns~~nature and level of risks in the penny stock market. InThe ~~addition,~~broker-dealer ~~these~~also ~~macroeconomic~~must provide ~~effects,~~the ~~including~~customer with current bid and offer quotations for the ~~resulting~~penny stock, ~~recession~~the compensation of the broker-dealer and its salesperson in ~~various~~the ~~countries~~transaction and monthly ~~slowing~~account statements showing the market value of each penny stock held in the ~~global~~customer’s ~~economy~~account. The bid and offer quotations, ~~will~~and ~~likely~~the broker-dealer and ~~result~~salesperson compensation information, must be given to the customer orally or in writing ~~decreased~~prior ~~business~~to ~~opportunities~~effecting asthe ~~potential~~transaction ~~target~~and ~~companies~~must ~~face~~be given to the customer in ~~increased~~writing ~~financial~~before ~~hardship~~or with the customer’s confirmation. ~~Tightening~~In ~~credit~~addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~liquidity~~receive ~~issues~~the purchaser’s ~~will~~written ~~also~~agreement to the transaction. These disclosure requirements ~~result~~may have the effect of reducing the level of trading activity in ~~increased~~the ~~difficulties~~secondary market for ~~our~~the ~~company~~stock that is subject to ~~raise~~these ~~capital~~penny ~~for~~stock ~~our~~rules. Consequently, ~~continued~~these ~~operations~~penny ~~and~~stock rules may affect the ability of broker-dealers to ~~consummate~~trade aour securities. ~~business~~We ~~opportunity~~believe ~~with~~that athe ~~viable~~penny stock rules discourage investor interest ~~business~~in and limit the marketability of our common stock.

~~We have~~The ~~had~~Financial ~~negative~~Industry ~~cash~~Regulatory ~~flows~~Authority, ~~from~~or ~~operations~~FINRA, ~~and~~has adopted ifsales wepractice ~~are~~requirements ~~not~~which ~~able~~may toalso ~~obtain further~~limit ~~financing,~~a ~~our~~stockholder’s ~~business~~ability to ~~operations~~buy ~~may~~and ~~fail~~sell our stock.

We In addition ~~had~~to ~~cash~~the in“penny ~~the~~stock” ~~amount~~rules ofdescribed ~~$157~~above, ~~and~~FINRA ahas adopted rules ~~working~~that ~~capital~~require ~~deficit~~that ofin ~~$69,988~~recommending asan ofinvestment ~~November~~to 30a customer, ~~2009. We~~a broker-dealer ~~anticipate~~must have reasonable grounds for believing that wethe ~~will~~investment ~~require~~is ~~additional~~suitable ~~financing~~for that ~~while~~customer. wePrior ~~are~~to ~~seeking~~recommending aspeculative low priced securities to their ~~suitable~~non-institutional ~~business~~customers, ~~opportunity~~broker-dealers ormust ~~business~~make ~~combination~~reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. ~~Further~~ Under interpretations of these rules, weFINRA ~~anticipate~~believes that wethere ~~will~~is ~~not~~a ~~have~~high ~~sufficient~~probability ~~capital~~that tospeculative ~~fund~~low ~~our~~priced ~~ongoing~~securities ~~operations~~will not be suitable for ~~the~~at ~~next~~least ~~twelve~~some ~~months~~customers. We ~~may~~FINRA berequirements ~~required~~make ~~to raise~~it ~~additional~~more ~~financing~~difficult for abroker-dealers ~~particular~~to ~~business~~recommend ~~combination~~that ortheir ~~business~~customers buy our ~~opportunity. We~~common ~~would~~stock, ~~likely~~which ~~secure~~may ~~any~~limit ~~additional~~your ~~financing~~ability to buy and sell our stock and have an ~~necessary~~adverse ~~through~~effect aon ~~private~~the ~~placement~~market offor our ~~common~~ shares.

~~There~~- ~~can~~12 be- no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed and upon terms and conditions acceptable to us could have a material adverse effect upon our company. We will require

9Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

~~further~~ Our ~~funds~~common tostock ~~finance~~currently trades on a limited basis on the ~~development~~OTC Bulletin Board. Trading of ~~any~~our ~~business~~stock ~~opportunity~~through ~~that~~the weOTC Bulletin Board is frequently thin and ~~acquire~~highly volatile. There ~~can~~is be no assurance that ~~such~~a ~~funds~~sufficient market will bedevelop ~~available~~in orour ~~available~~stock, onin ~~terms~~which ~~satisfactory~~case it could be difficult for shareholders to ussell their stock. If ~~additional~~The ~~funds~~market ~~are raised~~price byof ~~issuing~~our ~~equity~~common ~~securities,~~stock ~~further~~could ~~dilution~~fluctuate substantially due to a ~~existing~~variety orof ~~future shareholders~~factors, isincluding ~~likely~~market toperception ~~result. If~~of ~~adequate~~our ~~funds~~ability ~~are~~to ~~not~~achieve ~~available~~our onplanned ~~acceptable~~growth, ~~terms~~quarterly ~~when~~operating ~~needed,~~results weof ~~may~~our becompetitors, ~~required~~trading tovolume in ~~delay~~our common stock, ~~scale~~changes ~~back~~in ~~or eliminate~~general conditions in the ~~development~~economy ofand ~~any~~the financial ~~business~~markets ~~opportunity~~or ~~that~~other ~~we acquire~~developments affecting our competitors or us. ~~Inadequate~~ ~~funding~~In addition, ~~could~~the ~~also~~stock ~~impair~~market ~~our~~is ~~ability~~subject to ~~compete~~extreme price and volume fluctuations. inThis ~~the~~volatility ~~marketplace,~~has ~~which~~had ~~may~~a ~~result~~significant ineffect on the ~~dissolution~~market price of ~~our~~securities ~~company~~issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

AItem ~~decline~~2. inUnregistered ~~the~~Sales ~~price~~ of ~~our~~Equity ~~common stock~~Securities ~~could affect our ability to raise further working capital~~ and ~~adversely impact~~Use ~~our~~of ~~operations.~~Proceeds

~~A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital~~ None. ~~Because our~~ operations have been primarily financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

~~We have~~Item a3. ~~limited~~Defaults ~~operating~~Upon ~~history~~Senior ~~and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations~~Securities.

~~We have a limited operating history on which to base an evaluation of our business and prospects~~ None. ~~Our~~ prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

WeItem ~~cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition~~4. ~~In addition,~~ ~~our~~Removed ~~operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks,~~ and ~~failure to do so may adversely affect our business~~Reserved.

ItItem ~~is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity~~5. ~~Our~~ ~~short~~Other and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.Information

~~We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity~~ None. ~~This may~~ result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

~~No Agreement~~Item ~~for~~6. ~~Business Combination or Other Transaction/No Standards for Business Combination~~Exhibits.

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

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

10*Filed herewith

~~Risks Associated~~- ~~with~~13 ~~Our~~- ~~Common Stock~~

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

~~The~~Pursuant ~~Securities and Exchange Commission has adopted regulations which generally define “penny stock”~~ to ~~be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by~~ the ~~penny stock rules, which impose additional sales practice~~ requirements ~~on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess~~ of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the ~~rules, to deliver a standardized risk disclosure document in a form prepared by the~~ Securities ~~and~~ Exchange ~~Commission,~~Act ~~which provides information about penny stocks and the nature and level~~ of ~~risks in the penny stock~~ ~~market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock~~1934, the ~~compensation~~registrant ofhas ~~the broker-dealer~~duly ~~and~~caused ~~its~~this ~~salesperson~~report in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to ~~the customer orally or in writing prior to effecting the transaction and must~~ be ~~given~~signed toon ~~the~~its ~~customer~~behalf inby ~~writing before or with~~ the ~~customer’s confirmation. In addition~~undersigned, ~~the penny~~thereunto ~~stock~~duly rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transactionauthorized. ~~These~~ disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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

InBy: ~~addition~~/s/ toSteve ~~the~~Bolton ~~“penny stock” rules~~ ~~described~~ Steve ~~above, FINRA has adopted rules that require that in recommending an~~Bolton ~~investment to a customer~~President, aChief ~~broker-dealer~~Executive ~~must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers~~Officer, ~~broker-dealers must make reasonable efforts to obtain information about the customer’s financial status~~Secretary, ~~tax status~~Treasurer, ~~investment~~Chief Financial ~~objectives~~Officer and ~~other~~ ~~information. Under~~Director(Principal ~~interpretations~~Executive ~~of these rules~~Officer, ~~FINRA~~ ~~believes~~PrincipalFinancial ~~that~~Officer ~~there~~and isPrincipal aAccounting ~~high~~Officer) ~~probability~~Date: ~~that speculative low priced securities~~April ~~will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock~~9, ~~which~~2010 ~~may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.~~

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

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

On December 24, 2009, Bryan Markert resigned as our secretary, treasurer, chief financial officer and a director of our company. on that same date we appointed our Steve Bolton, our president and chief executive officer, as our secretary, treasurer and chief financial officer.

Item 6. Exhibits.

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

CAROLYN RIVER PROJECTS LTD.

By: /s/ Steve Bolton

Steve Bolton

President, Chief Executive Officer, Secretary,

Treasurer, Chief Financial Officer and Director

(Principal Executive Officer, Principal

Financial Officer and Principal Accounting Officer)

Date: January 13, 2009

Filing Compare · CAROLYN RIVER PROJECTS LTD.