UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~August 31~~November 30, 2009

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

For the transition period from __________ to __________

Commission file number 333-119715

~~Carolyn~~CAROLYN ~~River~~RIVER ~~Projects~~PROJECTS ~~Ltd~~LTD. (Exact name of registrant as specified in its charter)

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

2640 Tempe Knoll Drive, North Vancouver, British Columbia, Canada V6C 1V5

(Address of principal executive offices) (zip code)

604.908.0233

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

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

-Large 2accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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 ~~September~~December 22, 2009.

~~- 3 -~~2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial statements for the quarter ended ~~August~~November 3130, 2009 include all adjustments necessary in order to ensure that the interim financial statements are not misleading.

~~- 4 -~~3

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

FINANCIAL STATEMENTS

~~August 31~~November 30, 2009

F- ~~5 -~~1

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

BALANCE SHEETS

(Unaudited)

	August 31,	May 31,
		November 30,			May 31,
	~~2009~~	2009			2009
ASSETS
Current
Cash	~~$ 175~~	$ ~~2,265~~	157		$	2,265
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current
Accounts payable and accrued liabilities	~~$ 19,110~~	$ ~~22,617~~	26,595		$	22,617
Short term debt	~~66,766~~	~~61,546~~	-			61,546
Due to related party	~~43,550~~	~~31,550~~	43,550			31,550
	129,426	115,713
			70,145			115,713
Stockholders’ Deficit
Shareholders’ Deficit
Common stock
585,000,000 shares authorized, $0.001 par value,
54,990,000 shares issued and outstanding	~~30,000~~	~~30,000~~	30,000			30,000
(May 31, 2009 - 54,990,000)
(May 31, 2009 -54,990,000)
Deficit accumulated during the development stage	(159,251)	(143,448)
Deficit accumulated during the exploration stage			(99,988	)		(143,448	)
	(129,251)	(113,448)
			(69,988	)		(113,448	)
	$ 175	$ 2,265
		$	157		$	2,265
The accompanying note is an integral part of these financial statements.

~~The accompanying note is an integral part of these interim financial statements.~~F-2

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CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

~~STATEMENTS~~ STATEMENTs OF OPERATIONS

(Unaudited)

			Cumulative
		Three months			Three months			Six months			Six months			February 2, 2004
			from
		ended			ended			ended			ended			(Inception) to
	Three months	Three months	February 2, 2004
		November 30,			November 30,			November 30,			November 30,			November 30,
	ended	ended	(Inception) to
		2009			2008			2009			2008			2009
	August 31,	August 31,	August 31,
Expenses
	2009	2008	2009
Accounting and audit fees		$	3,760		$	2,225		$	9,518		$	7,491		$	86,215
Expenses
Bank charges and interest			18			18			82			36			685
Accounting and audit	$ 5,758	$ 5,266	$ 82,455
Filing fees			425			472			4,457			1,149			14,243
Bank charges and interest	64	18	667
Interest expense			-			1,060			1,470			1,960			9,202
Filing	4,032	676	13,818
Legal fees			3,300			3,005			7,779			5,990			41,713
Interest expense	1,470	900	9,202
Mineral property costs			-			-			-			-			12,500
Legal	4,479	2,985	38,413
Office and general expenses			-			-			-			-			596
Mineral property costs	-	-	12,500
Transfer agent fees			-			500			-			500			1,600
Office and general	-	-	596
Loss from operations			(7,503	)		(7,280	)		(23,306	)		(17,126	)		(166,754	)
Transfer agent fees	-	-	1,600
Other items
Net Loss	$ (15,803)	$ (9,845)	$ (159,251)
Forgiveness of debt			66,766			-			66,766			-			66,766
Net Loss per Share - Basic and Diluted	$ (0.00)	$ (0.00)
Net Income (Loss)		$	59,263		$	(7,280	)	$	43,460		$	(17,126	)	$	(99,988	)
Weighed Average Number of Shares Outstanding – Basic and Diluted	54,990,000	54,990,000
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.

~~The accompanying note is an integral part of these interim financial statements.~~F-3

- 1 -

CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

			Cumulative
		Six months ended November 30,			Six months ended November 30,			February 2, 2004 (Inception) to November 30,
			from
		2009			2008			2009
	Three months	Three months	February 2, 2004
Cash Used in Operating Activities
	ended	ended	(Inception) to
Net income (loss)		$	43,460		$	(17,126	)	$	(99,988	)
	August 31,	August 31,	August 31,
Adjustment to reconcile net loss to net cash used in operating activities
	2009	2008	2009
Accrued interest			1,470			1,960			7,980
Cash Used in Operating Activities
Gain on forgiveness of debt			(66,766	)		-			(66,766	)
Net loss	$ (15,803)	$ (9,845)	$ (159,251)
Changes in non cash working capital items
Adjustments to reconcile net loss to net cash used in operating activities
Accounts payable and accrued liabilities			3,978			(3,880	)		26,595
Accrued interest	1,470	900	7,980
Net Cash Used in Operating Activities			(17,858	)		(19,046	)		(132,179	)
Changes in non cash working capital items
Cash From Financing Activities
Accounts payable and accrued liabilities	(3,507)	8,927	19,110
Proceeds from sale and issuance of common stock			-			-			30,000
Net Cash Used in Operating Activities	(17,840)	(18)	(132,161)
Increase in due to related party			12,000			-			43,550
Cash From Financing Activities
Short term debt			3,750			19,010			58,786
Proceeds from sale and issuance of common stock	-	-	30,000
Net Cash Provided by Financing Activities			15,750			19,010			132,336
Advances from related party	12,000	-	43,550
Increase (Decrease) in Cash			(2,108	)		(36	)		157
Short term debt	3,750	-	58,786
Cash, Beginning			2,265			3,033			-
Net Cash Provided by Financing Activities	15,750	-	132,336
Cash, Ending		$	157		$	2,997		$	157
Increase (Decrease) in Cash	(2,090)	(18)	175
Supplemental Cash Flow Information:
Cash, Beginning	2,265	3,033	-
Cash paid for:
Cash, Ending	$ 175	$ 3,015	$ 175
Interest		$	-		$	-		$	-
Supplemental Cash Flow Information
Income taxes		$	-		$	-		$	-
Cash paid for:
The accompanying note is an integral part of these financial statements.
Interest	$ -	$ -	$ 1,222
Income taxes	$ -	$ -	$ -

~~The accompanying note is an integral part of these interim financial statements.~~F-4

-CAROLYN RIVER 2PROJECTS -LTD.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

November 30, 2009

(Unaudited)

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 ~~three~~six months ended ~~August~~November 3130, 2009 are not necessarily indicative of the results that may be expected for the year ending May 31, 2010.

-Note 2 Short ~~3 -~~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 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 3 Subsequent Events

The Company have evaluated subsequent events through January 13, 2010, the date of issuance of the unaudited interim financial statements, and did not have any material recognizable subsequent events.

F-5

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

FORWARD-LOOKING STATEMENTS

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

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

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

Corporate History

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

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

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

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

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

Our Current Business

WeManagement ~~are~~of anour ~~exploration~~company ~~stage~~believes ~~company. We~~that there are ~~currently~~perceived ~~seeking~~benefits ~~opportunities~~ to ~~acquire~~being ~~prospective or existing mineral properties or are seeking business opportunities with established business entities for the merger of~~ a ~~target~~reporting ~~business~~company with ~~our company. In certain instances,~~ a ~~target~~class ~~business may wish to become a subsidiary~~ of publicly-traded ~~us or may wish to contribute assets to us rather than merge~~securities. We These are ~~currently~~commonly inthought ~~negotiations~~to ~~with~~include: (i) ~~several~~the ~~parties~~ability to ~~enter~~use ~~into~~registered asecurities ~~business opportunity but we have not entered into any definitive agreements~~ to ~~date~~acquire ~~and~~assets ~~there~~or ~~can~~businesses; (ii) beincreased novisibility ~~assurance~~in ~~that~~the wefinancial ~~will~~community; be(iii) ~~able~~the tofacilitation ~~enter~~of borrowing ~~into~~from ~~any~~financial ~~definitive~~institutions; ~~agreements. We~~(iv) ~~anticipate~~improved ~~that~~trading ~~any~~efficiency; ~~new~~(v) stockholder ~~acquisition~~liquidity; or(vi) ~~business~~greater ~~opportunities~~ease ~~by our~~ in

- 4 -

~~company~~subsequently raising ~~will~~capital; ~~require~~(vii) ~~additional~~compensation ~~financing. There~~of ~~can~~key beemployees nothrough ~~assurance,~~stock ~~however,~~options; (viii) ~~that~~enhanced wecorporate ~~will~~image; ~~be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing~~ and we(ix) ~~are~~a ~~unable~~presence toin ~~acquire~~the ~~such~~United ~~funds,~~States capital ~~our business may fail~~market.

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

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

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

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

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

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

RESULTS OF OPERATIONS

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

For the three month periods ended ~~August~~November 3130, 2009 and ~~August~~November 3130, 2008

Our interim consolidated financial statements report a net ~~loss~~income of $1559,~~803~~263 for the three month period ended November ~~August 31~~30, 2009 as compared to a net loss of $97,~~845~~280 for the three month period ended ~~August~~November 3130, 2008. We reported net income during the period ended November 30, 2009, due to the forgiveness of debt owed by our company.

During the three months ended ~~August 31~~November 30, 2009, we incurred expenses of $157,~~803~~503 compared to $97,~~845~~280 during the three months ended ~~August~~November 3130, 2008. The increase in expenses during the three months ended ~~August~~November 3130, 2009 was largely due to increases in accounting and audit fees, legal fees, and filing fees ~~and~~which were offset by a decrease in interest expense.

- 5 -

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

Our interim consolidated 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 the six months ended November 30, 2009, we incurred expenses of $23,306 compared to $17,126 during the six months ended November 30, 2008. The increase in expenses during the six months ended November 30, 2009 was largely due to increases in accounting and audit fees, filing fees and legal fees which were offset by a decrease in interest expense.

Liquidity and Capital Resources

We had cash of $~~175~~157 as of ~~August~~November 3130, 2009 and a working capital deficit of $~~129~~69,~~251~~988. Our total liabilities as of ~~August~~November 3130, 2009 were $~~129~~70,~~426~~145, as compared to total liabilities of $115,713 as of May 31, 2009. The ~~change~~decrease ~~was~~in ~~due~~liabilities was primarily due to ~~increases~~the reduction of short-term debt, which was offset by an increase in amounts due to related parties ~~and short term debt~~.

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 ~~August~~November 3130, 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 company and have not generated revenues to date, our cash flow projections are subject to numerous contingencies and risk factors beyond our control, including exploration and development risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that our company will generate cash flow sufficient to meet our cash flow projections or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months to execute our business plan.

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

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

Cash Flow Used in Operating Activities

Operating activities used cash of $17,~~840~~858 for the ~~three~~six month period ended ~~August~~November 3130, 2009, compared to using $1819,046 for the ~~three~~six month period ended ~~August~~November 3130, 2008. The decrease ~~increase~~ in cash used during the ~~three~~six month period ended ~~August~~November 3130, 2009 was commensurate with ~~an increase in~~ our net ~~loss~~income ~~and~~as ~~maintaining~~ a ~~higher~~result ~~balance~~ of ~~accrued~~the ~~interest~~forgiveness ~~and a lower balance~~ of ~~accounts payable and accrued liabilities~~ debt.

Cash Flow Provided by Financing Activities

Financing activities provided cash of $15,750 for the ~~three~~six month period ended ~~August~~November 3130, 2009, compared to $~~Nil~~ 19,010 for the ~~three~~six month period ended ~~August~~November 3130, 2008. The cash provided from financing activities for the ~~three~~six month period ending ~~August~~November 3130, 2009 was from advances from a related party and short term debt.

Product Research and Development

We do not anticipate that we will spend any significant monies on research and development over the twelve month period ending ~~August~~November 3130, 2010.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the twelve month period ending ~~August~~November 3130, 2010.

- 6 -

Off-Balance Sheet Arrangements

As of ~~August~~November 3130, 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 contracts. Our company does not engage in trading activities involving non-exchange traded contracts.

Employees

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

Going Concern

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

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally 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.

Loss Per Share

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

Financial instruments

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

RECENT ACCOUNTING PRONOUNCEMENTS

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

-Item 4T. Controls 7and -Procedures.

~~Item~~We 4Tmaintain 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 ~~Controls~~designing and ~~Procedures~~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.

WeAs ~~maintain~~of ~~disclosure~~November ~~controls~~30, ~~and~~2009, ~~procedures~~the ~~that~~three month ~~are~~period ~~designed~~covered toby ~~ensure~~this ~~that~~report, ~~information~~we ~~required~~carried toout bean ~~disclosed~~evaluation, ~~in our reports filed~~ under the supervision ~~Securities~~and ~~Exchange~~with ~~Act~~the participation of ~~1934~~our management, asincluding ~~amended,~~our President isand ~~recorded,~~our ~~processed~~Secretary, ~~summarized~~of ~~and~~the ~~reported~~effectiveness ~~within~~of the ~~time~~design ~~periods~~and ~~specified~~operation inof our ~~the~~disclosure ~~Securities~~controls and ~~Exchange~~procedures. Based ~~Commission’s~~on ~~rules~~the ~~and forms~~foregoing, our President and ~~that~~our ~~such~~Secretary ~~information~~concluded isthat ~~accumulated~~our disclosure controls and procedures ~~communicated~~were tonot ~~our~~effective ~~management,~~as ~~including~~of ~~our~~the ~~President~~end ~~and~~of ~~our~~the ~~Secretary~~period covered by this quarterly report. We have insufficient resources to ~~allow~~adequately ~~for~~ensure that ~~timely~~information ~~decisions~~is ~~regarding~~reported ~~required~~within ~~disclosure. In~~the ~~designing~~time ~~and~~periods ~~evaluating~~specified ~~our~~in ~~disclosure~~the ~~controls~~SEC’s rules and ~~procedures,~~forms. We ~~our~~do ~~management~~not ~~recognizes~~have ~~that~~the ~~any~~funds ~~controls~~necessary ~~and~~to ~~procedures,~~cover noour projected ~~matter~~operating ~~how~~expenses ~~well~~over ~~designed~~the ~~and~~next ~~operated,~~12 ~~can~~month ~~provide~~period. We ~~only~~are seeking ~~reasonable~~to ~~assurance~~raise ofadditional ~~achieving~~funds through the ~~desired~~issuance ~~control~~of ~~objectives,~~equity securities. There ~~and~~can ~~our~~be ~~management~~no isassurance ~~required~~that towe ~~apply~~will ~~its~~be ~~judgment~~successful in raising ~~evaluating~~ the ~~cost-benefit~~capital ~~relationship~~required ofto ~~possible~~continue ~~controls~~our operations and ~~procedures~~comply with our reporting requirements.

AsThere ofhave ~~August~~been ~~31,~~no ~~2009,~~significant ~~the~~changes in ~~three month period covered by this report, we carried out an evaluation, under the supervision and with the participation of~~ our ~~management,~~internal ~~including our President and our Secretary, of the effectiveness of the design and operation of our disclosure~~ controls ~~and~~over ~~procedures. Based~~financial onreporting ~~the foregoing, our President and our Secretary concluded~~ that ~~our~~occurred ~~disclosure~~during ~~controls and procedures were not effective as of~~ the ~~end~~three month ~~of the~~ period ~~covered~~ended byNovember ~~this~~30, ~~quarterly~~2009 ~~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~~materially ~~funds~~or ~~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~~reasonably ~~raising~~likely ~~the capital required~~ to ~~continue~~materially affect, our ~~operations~~internal ~~and~~controls ~~comply~~over ~~with our~~ financial reporting ~~requirements~~.

~~There~~PART II - OTHER have been no significant changes in our internal controls over financial reporting that occurred during the three month period ended August 31, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.INFORMATION

~~PART~~Item ~~II - OTHER~~1. ~~INFORMATION~~Legal Proceedings.

~~Item 1~~We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. ~~Legal~~There ~~Proceedings~~are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.8

Item 1A. Risk Factors.

RISK FACTORS

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

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

Risks Related To Our Financial Condition and Business Model

Scarcity of and Competition for Business Opportunities and Combinations

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

-The worldwide 8macroeconomic -downturn may reduce the ability of our company to obtain the financing necessary to continue our business and may reduce the number of viable businesses that we may wish to acquire.

~~target~~In ~~candidates~~2008 ~~for~~and ~~us. Virtually~~2009, ~~all~~there ~~such~~has ~~entities~~been ~~have~~a downturn ~~significantly~~in ~~greater~~general ~~financial~~worldwide ~~resources~~economic conditions due to many factors, ~~technical~~including the ~~expertise~~effects of the subprime lending and ~~managerial~~general ~~capabilities~~credit ~~than~~market wecrises, ~~do. We~~volatile but ~~are~~generally declining energy costs, ~~consequently~~slower economic activity, atdecreased consumer aconfidence ~~competitive~~and ~~disadvantage~~commodity inprices, ~~identifying~~reduced ~~possible~~corporate profits and capital spending, adverse business ~~opportunities~~conditions, increased unemployment and ~~successfully~~liquidity concerns. ~~completing~~In aaddition, these macroeconomic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in decreased business ~~combination~~opportunities as potential target companies face increased financial hardship. We Tightening credit and liquidity issues will also result ~~compete~~in ~~with~~increased ~~numerous~~difficulties ~~other~~for ~~small~~our ~~public~~company ~~companies~~to ~~seeking~~raise ~~suitable~~capital ~~business~~for ~~opportunities~~our continued oroperations and to consummate a business ~~combinations~~opportunity with a viable business.

~~The~~We have ~~worldwide~~had ~~macroeconomic~~negative ~~downturn~~cash ~~may~~flows ~~reduce~~from ~~the~~operations ~~ability~~and ofif ~~our~~we ~~company~~are not able to obtain further ~~the~~ financing, ~~necessary to continue~~ our business ~~and~~operations may ~~reduce the number of viable businesses that we may wish to acquire~~fail.

InWe ~~2008~~had ~~and~~cash ~~2009, there has been a downturn~~ in ~~general worldwide economic conditions due to many factors, including~~ the ~~effects~~amount of ~~the~~$157 ~~subprime lending~~ and ~~general~~a working ~~credit~~capital ~~market~~deficit ~~crises~~of $69,988 ~~volatile~~as ~~but~~of ~~generally~~November ~~declining energy costs~~30, ~~slower~~2009. We anticipate ~~economic~~that ~~activity,~~we ~~decreased~~will ~~consumer~~require ~~confidence~~additional ~~and~~financing ~~commodity~~while ~~prices,~~we ~~reduced~~are ~~corporate~~seeking ~~profits~~a suitable ~~and~~business ~~capital~~opportunity ~~spending,~~or ~~adverse~~ business ~~conditions, increased unemployment and liquidity concerns~~combination. ~~In addition~~ Further, ~~these~~we anticipate ~~macroeconomic~~that ~~effects,~~we ~~including~~will ~~the~~not ~~resulting~~have ~~recession~~sufficient incapital ~~various~~to ~~countries~~fund ~~and~~our ~~slowing~~ongoing operations offor the ~~global~~next ~~economy,~~twelve ~~will~~months. We ~~likely~~may ~~result~~be inrequired ~~decreased~~to ~~business~~raise additional ~~opportunities~~financing asfor ~~potential~~a ~~target~~particular ~~companies~~business ~~face~~combination ~~increased~~or ~~financial hardship~~business opportunity. We ~~Tightening~~would ~~credit~~likely ~~and~~secure ~~liquidity~~any ~~issues~~additional ~~will~~financing necessary ~~also~~through ~~result~~a inprivate ~~increased~~placement ~~difficulties~~of ~~for~~ our ~~company~~common ~~to raise capital for our continued operations and to consummate a business opportunity with a viable business~~shares.

WeThere ~~have~~can ~~had~~be ~~negative~~no ~~cash~~assurance ~~flows~~that, ~~from~~if required, ~~operations~~any such financing will be available upon terms and ifconditions acceptable weto ~~are~~us, ~~not~~if ~~able~~at all. Our inability to obtain ~~further~~ additional financing, ~~our~~in ~~business~~a ~~operations~~sufficient ~~may~~amount ~~fail~~when needed and upon terms and conditions acceptable to us could have a material adverse effect upon our company. We will require

We had cash in the amount of $175 and a working capital deficit of $129,251 as of August 31, 2009. We anticipate that we will require additional financing while we are seeking a suitable business opportunity or business combination. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next twelve months. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through a private placement of our common shares.9

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

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

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

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

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

-We 9cannot -be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

WeIt ~~cannot~~is beunlikely ~~sure~~ that we will begenerate any ~~successful~~or insignificant ~~addressing~~revenues ~~these~~while ~~risks~~we ~~and~~seek ~~uncertainties~~a ~~and~~suitable ~~our~~business opportunity. Our ~~failure~~short toand dolong-term soprospects ~~could~~depend ~~have~~upon aour ability ~~materially~~to ~~adverse~~select ~~effect~~and onsecure ~~our~~a ~~financial~~suitable ~~condition~~business opportunity. In order ~~addition,~~for ~~our~~us ~~operating~~to ~~results~~make ~~are~~a ~~dependent~~profit, we will need to successfully acquire a ~~large~~new business ~~degree~~opportunity ~~upon~~in ~~factors~~order ~~outside~~to ofgenerate ~~our~~revenues ~~control. There~~in ~~are~~an noamount ~~assurances~~sufficient ~~that~~to cover weany ~~will~~and beall ~~successful~~future costs and expenses in ~~addressing~~connection ~~these~~with ~~risks,~~any ~~and~~such ~~failure~~business opportunity. Even toif dowe sobecome profitable, we may ~~adversely~~not ~~affect~~sustain or increase our ~~business~~profits on a quarterly or annual basis in the future.

ItWe iswill, ~~unlikely~~in ~~that~~all welikelihood, ~~will~~sustain operating ~~generate~~expenses ~~any~~without orcorresponding ~~significant~~ revenues, ~~while~~at weleast ~~seek~~until awe ~~suitable~~complete a business ~~opportunity. Our~~combination ~~short~~or ~~and~~acquire ~~long-term~~a ~~prospects~~business ~~depend~~opportunity. This ~~upon~~may result in our ~~ability~~company toincurring ~~select and secure~~ a ~~suitable~~net ~~business~~operating ~~opportunity. In~~loss ~~order~~which ~~for~~will usincrease continuously tountil ~~make a profit,~~ we ~~will~~complete ~~need~~a tobusiness ~~successfully~~combination or acquire a ~~new~~ business opportunity inthat ~~order~~can to generate revenues that result in ana ~~amount~~net ~~sufficient~~profit to us. There ~~cover~~is ~~any~~no ~~and~~assurance ~~all~~that ~~future~~we ~~costs~~will ~~and~~identify ~~expenses~~a insuitable ~~connection with any such~~ business opportunity~~. Even~~ ~~if we become profitable, we may not sustain~~ or ~~increase~~complete ~~our profits on~~ a ~~quarterly~~business ~~or annual basis in the future~~combination.

WeNo Agreement ~~will,~~for inBusiness ~~all~~Combination ~~likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination~~ or ~~acquire~~Other aTransaction/No ~~business~~Standards ~~opportunity. This~~for Business 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 usCombination. ~~There is no assurance that we will identify a suitable business opportunity or complete a business combination.~~

NoWe ~~Agreement~~have ~~for~~no ~~Business~~arrangement, ~~Combination~~agreement, or understanding ~~Other~~with ~~Transaction/No~~respect ~~Standards~~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 ~~Business~~earnings, ~~Combination~~limited assets, negative net worth or other negative characteristics.

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.10

Risks Associated with Our Common Stock

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

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

-The Financial 10Industry -Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

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

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

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. 11

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

~~None~~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

~~- 11 -~~12

3.4	Certificate of Change filed with the Secretary of State of Nevada on May 31, 2007 and which is effective June 11, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on June 21, 2007)
3.5	Articles of Merger filed with the Secretary of State of Nevada on August 17, 2007 and which is effective August 24, 2007 (incorporated by reference from our Current Report on Form 8-K, filed on August 29, 2007)
31.1*	Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Principal Financial Officer and Principal Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Certification of Principal Financial Officer and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*Filed herewith

SIGNATURES

-Pursuant to 12the -requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~SIGNATURES~~CAROLYN RIVER PROJECTS LTD.

~~Pursuant~~By: /s/ ~~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.~~Steve Bolton

~~CAROLYN RIVER PROJECTS LTD.~~Steve Bolton

~~By: /s/~~President, ~~Steve~~Chief Executive ~~Bolton~~ Officer, Secretary,

~~Steve~~Treasurer, Chief ~~Bolton~~Financial Officer and Director

~~President, Chief~~ (Principal Executive Officer, ~~and Director~~ Principal

(Financial Officer and Principal ~~Executive~~Accounting Officer)

Date: January ~~September 29~~13, 2009

~~By: /s/ Bryan Markert~~13

Bryan Markert

Secretary, Treasurer and Director

(Principal Financial Officer)

Date: September 29, 2009

CW2892967.2

Filing Compare · CAROLYN RIVER PROJECTS LTD.