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

                              FORM 10-KSB
(Mark One)
[X]             ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the fiscal year ended
                             December 31, 2005

   OR
[  ]          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 0-50942

                      HIGHRIVER ACQUISITION CORP.
         (Exact name of small business issuer in its charter)

            Delaware                                   none
         (State or other jurisdiction of         (I.R.S. Employer
        incorporation or organization)          Identification No.)

                 P.O. Box 42198, Philadelphia, PA       19101
            (Address of principal executive offices)  (zip code)

               Issuer's Telephone Number:     215/359-2163

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.001 par value per share

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the last 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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.  Yes   X     No

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

State issuer's revenues for its most recent fiscal year.      $ 0.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60 days.
$ 0.

State the number of shares outstanding of each of the issuer's classes
     of common equity, as of the latest practicable date.

Class                              Outstanding at December 31, 2005

Common Stock, par value $0.001                11,648,000

Documents incorporated by reference:            None


<PAGE>
                                PART I

Item 1.  Description of Business

     Highriver Acquisition Corp. (the "Company") was incorporated
on July 27, 2004 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and has no operations to date
other than issuing shares to its original shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which
desires to seek the perceived advantages of a corporation which has a
class of securities registered under the Exchange Act.  The Company
will not restrict its search to any specific business, industry, or
geographical location and it may participate in a business venture of
virtually any kind or nature.  Management anticipates that it will be
able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources.

     The Company registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The Company
files with the Securities and Exchange Commission periodic and current
reports under Rule 13(a) of the Exchange Act, including quarterly
reports on Form 10-QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no agreements
to acquire any properties.  The Company currently uses the offices of
management at no cost to the Company.  Management has agreed to
continue this arrangement until the Company completes a business
combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.

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

     No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter of
the fiscal year covered by this report.

                                PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's securities.

     Following a business combination, a target company will normally
wish to cause the Company's common stock to trade in one or more
United States securities markets.  The target company may elect to
take the steps required for such admission to quotation following the
business combination or at some later time.

     At such time as it qualifies, the Company may choose to apply for
quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation service.
Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the NASD OTC Bulletin Board, only market makers can initiate
quotes, and quoted companies do not have to meet any quantitative
financial requirements.  Any equity security of a reporting company
not listed on the Nasdaq Stock Market or on a national securities
exchange is eligible.

     As such time as it qualifies, the Company may choose to apply for
quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or
market capitalization of $50,000,000 or net income for two of the last
three years of $750,000; (ii) a public float of 1,000,000 shares with
a market value of $5,000,000; (iii) a bid price of $4.00; (iv) three
market makers; (v) 300 shareholders and (vi) an operating history of
one year or, if less than one year, $50,000,000 in market
capitalization.  For continued listing on the Nasdaq SmallCap Market,
a company must have at least (i) net tangible assets of $2,000,000 or
market capitalization of $35,000,000 or net income for two of the last
three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two
market makers; and (v) 300 shareholders.

     In general there is greatest liquidity for traded securities on
the Nasdaq SmallCap Market and less on the NASD OTC Bulletin Board.
It is not possible to predict where, if at all, the securities of the
Company will be traded following a business combination.

     Since inception, the Company has sold securities which were not
registered as follows:

                                      NUMBER OF
     DATE           NAME              SHARES         CONSIDERATION

July 27, 2004       Soloman Lam          148,000          $148

February 23, 2005   William Tay       11,500,000       $11,500


Item 6.  Management's Discussion and Analysis or Plan of Operation

     The Company will attempt to locate and negotiate with a business
entity for the combination of that target company with the Company.
The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the "business
combination").  In most instances the target company will wish to
structure the business combination to be within the definition of a
tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended.  No assurances can be given
that the Company will be successful in locating or negotiating with
any target business.

     The Company has not restricted its search for any specific kind
of businesses, and it may acquire a business which is in its
preliminary or development stage, which is already in operation, or in
essentially any stage of its business life. It is impossible to
predict the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing agreement
with another corporation or entity.

     It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.  In
some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into
an agreement for a business combination or has consummated a business
combination.  The issuance of additional securities and their
potential sale into any trading market which may develop in the
Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is
no assurance.

     The Company will participate in a business combination only after
the negotiation and execution of appropriate agreements.  Negotiations
with a target company will likely focus on the percentage of the
Company which the target company shareholders would acquire in
exchange for their shareholdings.  Although the terms of such
agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will
specify certain events of default, will detail the terms of closing
and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.  Any
merger or acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

     The Company does not anticipate expending funds itself for
locating a target company.  William Tay, the sole officer and director
of the Company, provides his services without charge or repayment.
The Company will not borrow any funds to make any payments to the
Company's management, its affiliates or associates.  If William Tay
stops or becomes unable to continue to pay the Company's operating
expenses, the Company may not be able to timely make its periodic
reports required under the Exchange Act nor to continue to search for
an acquisition target.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2005 are
attached to this filing.

     The Company is an inactive entity as defined by Section 3-11 of
Regulation S-X. Accordingly, the financial statements required for
purposes of reports pursuant to the Securities Exchange Act of 1934
may be unaudited.

Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.


                               PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange Act

     The Directors and Officers of the Company are as follows:

Name                     Age            Positions and Offices Held

William Tay              34             President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act at
the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the period
during which he has served as such, and the business experience during
at least the last five years:

     WILLIAM TAY - Mr. Tay has been the Company's President, Chief
Executive Officer, Chief Financial Officer and Director since February
23, 2005. For the past five years, Mr. Tay has been a business consultant,
specializing in corporate and securities consulting services for small
to medium sized entrepreneurial companies. Mr. Tay has years of
experience in starting new enterprises; having spent the last 8 years
in forming many companies and providing consulting services to a
variety of businesses. Many of these companies were SEC registered and
fully reporting blank check companies seeking merger and acquisition
candidates. Mr. Tay also has experience in business reorganizations
and cross border business transactions. Mr. Tay spends approximately
20 hours per month on the Company's business. Prior to that, Mr. Tay
was a licensed National Association of Securities Dealers (NASD)
Series 7 Registered Representative, or stockbroker on Wall Street and
in Great Neck, Long Island, New York.

Other Similar Companies

     William Tay, the president of the Company, has been and is
currently involved with companies similar to this one.  The initial
business purpose of each of these companies was or is to engage in a
business combination with an unidentified company or companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with
which Mr. Tay is affiliated also actively seeks a target company.
It is anticipated that target companies will be located for the
Company and other similar companies in chronological order of the date
of formation of such companies or, in the case of companies formed on
the same date, alphabetically.  However, other companies may differ
from the Company in certain items such as place of incorporation,
number of shares and shareholders, working capital, types of
authorized securities, or other items.  It may be that a target
company may be more suitable for or may prefer a certain company
formed after the Company.  In such case, a business combination might
be negotiated on behalf of the more suitable or preferred similar
company regardless of date of formation.

     Mr. Tay is the principal of Wm. Tay & Associates, a business
consulting firm located in Philadelphia, PA. As such, demands may be
placed on the time of Mr. Tay which would detract from the amount of
time he is able to devote to the Company.  Mr. Tay intends to devote
as much time to the activities of the Company as required.  However,
should such a conflict arise, there is no assurance that Mr. Tay
would not attend to other matters prior to those of the Company.

     The terms of business combination may include such terms as Mr.
Tay remaining a director or officer of the Company.  The terms of a
business combination may provide for a payment by cash or otherwise to
Mr. Tay by a target business for the purchase of all or some of the
common stock of the Company owned by Mr. Tay.  Mr. Tay would directly
benefit from such employment or payment. Such benefits may influence
Mr. Tay's choice of a target business.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company would
most likely be prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company.  The officer
and director is not accruing any compensation pursuant to any agreement
with the Company.  However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the
Company.

     No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the Company
for the benefit of its employees.

Compensation Committee

     The Company does not have a formal Compensation Committee. William
Tay, the Company's sole director, performs some of the functions of a
Compensation Committee. Due to the lack of revenues, the Company's lack
of payment of any executive compensation and its development stage
status, the Company deemed a Compensation Committee to not be necessary
at this time.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2005, each
person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock and the director and officer of
the Company.  Except as noted, the holder thereof has sole voting and
investment power with respect to the shares shown.

Name and Address              Amount of Beneficial        Percent of
of Beneficial Owner                Ownership              Outstanding Stock


William Tay                       11,648,000                      100%
P.O. Box 42198
Philadelphia, Pa 19101

All Executive Officers and
Directors as a Group
     (1 Person)                   11,648,000                      100%

     A business combination will, in all likelihood, result in
stockholders of the target business obtaining a controlling interest
in the Company. Any such business combination may require management
of the Company to sell, transfer or cancel all or a portion of the
Company's stock held by management, or cause Mr. Tay to resign or be
removed as an officer and/or director and a corresponding reduction in
or elimination of his participation in the future affairs of the
Company.

Item 12.  Certain Relationships and Related Transactions

     On July 27, 2004 (inception), the Company issued 148,000
restricted shares of its common stock to Soloman Lam in exchange for
his services in developing our business concept and plan. See Item 4,
"Recent Sales of Unregistered Securities." At that time, Mr. Lam was
our sole officer and director and sole shareholder of Highriver
Acquisition Corp. until February 23, 2005. With respect to the sales
made to Mr. Lam, the Company relied upon Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") and Rule
506 promulgated thereunder. Such security holder cannot rely on Rule
144 for resale transactions and therefore can only be resold through
Registration under the Securities Act.

     On February 23, 2005, the Board of Directors of the Company
approved the issuance of 11,500,000 restricted shares of the Company's
$.001 par value Common Stock. The shares were issued to retain the
services of William Tay as CEO and President of the Company and were
deemed fully paid and non-assessable on that date. The issuance was
carried out in a private transaction pursuant to an exemption provided
by Section 4(2) of the Securities Act of 1933.

     The Company's promoters, who held 11,648,000 shares of the
Company's common stock, have received certain registration rights to
sell shares of common stock held by them in the public market. Such
rights consist of demand and piggyback registration rights. Demand
registration obligates the Company to register up to the entire
11,648,000 shares of its common stock upon written request from the
promoters holding a majority of such shares. The Company's promoters
paid $.001 per share for their shares of common stock. The Company
shall not be obligated to effect more than two demand registrations
under the agreement. Piggy-back registration obligates the Company to
include the promoters' shares in any subsequent registration made by
the Company under the Securities Act, subject to certain exclusions
specified in the agreement. Both demand and piggyback registration
rights become effective immediately following the consummation of a
merger or acquisition. A subsequent sale of a large number of shares
by the Company's promoters following a demand or piggyback
registration may have the effect of reducing the fair market value of
the Company's common stock by increasing the number of shares
available in the open market.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2005.

Item 14.  Controls and Procedures

 	Pursuant to Rules adopted by the Securities and Exchange
Commission under Section 302(a) of the Sarbanes-Oxley Act of 2002,
the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  This evaluation  was as of
the end of the fiscal period covered by this report done under the
supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of the evaluation.  Based upon that evaluation,
he believes that the Company's disclosure controls and procedures
are effective in gathering, analyzing and disclosing information
needed to ensure that the information required to be disclosed by the
Company in its periodic reports is recorded, summarized and processed
timely.  The principal executive officer  is directly involved in the
day-to-day operations of the Company.



                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.


                                    HIGHRIVER ACQUISITION CORP.


Dated: March 3, 2006                By:   /s/ William Tay
                                          -------------------------
                                          William Tay
                                          President



     Pursuant to the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.

NAME                          OFFICE              DATE

/s/ William Tay              Director         March 3, 2006


<PAGE>

                      HIGHRIVER ACQUISITION CORP.
                     (A DEVELOPMENT STAGE COMPANY)
                         FINANCIAL STATEMENTS
                        AS OF DECEMBER 31, 2005
<PAGE>

                      HIGHRIVER ACQUISITION CORP.
                     (A DEVELOPMENT STAGE COMPANY)


<PAGE>

                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                                 Balance Sheet
                               December 31, 2005
                                  (Unaudited)
<TABLE>
<CAPTION>

                                    ASSETS
<S>                                                                  <C>
CURRENT ASSETS:
 Cash                                                                $      -
                                                                     --------

TOTAL ASSETS                                                         $      -
                                                                     ========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accrued expenses                                                $    800
                                                                     --------
     Total Current Liabilities                                            800
                                                                     --------

 Total Liabilities                                                   $    800


STOCKHOLDERS' EQUITY:
Preferred Stock at $0.001 par value; authorized
 20,000,000 shares; no shares issued and
 outstanding                                                                -
Common stock at $0.001 par value; authorized
 100,000,000 shares; 11,648,000 shares issued
 and outstanding                                                       11,648
 Accumulated deficit                                                  (12,448)
                                                                     --------

     Total Stockholders' Equity                                          (800)
                                                                     --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                           $      -
                                                                     ========




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

</TABLE>
<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                            Statement of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                               Period from
                                             For the          For the         July 27, 2004
                                            Year Ended       Year Ended      (inception) to
                                            December 31,     December 31,      December 31,
                                               2005              2004              2005
                                          ---------------   ---------------   --------------
<S>                                       <C>               <C>              <C>
Revenue                                   $             -   $             -   $            -
                                          ---------------   ---------------   --------------

General and administrative
 Organization and related expenses                      -               148              148
 Administrative and general expenses               11,500               800           12,300
                                          ---------------   ---------------   --------------
Net loss and deficit accumulated during
 development stage                        $       (11,500)  $          (948)  $      (12,448)
                                          ===============   ===============   ==============

Basic and diluted loss per share          $        (0.001)  $         (0.01)  $       (0.001)
                                          ===============   ===============   ==============
Weighted average number of common
 shares outstanding                            11,648,000           148,000       11,648,000
                                          ===============   ===============   ==============


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


</TABLE>
<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                            Statement of Cash Flows
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                               Period from
                                             For the          For the         July 27, 2004
                                            Year Ended       Year Ended      (inception) to
                                            December 31,     December 31,      December 31,
                                               2005              2004              2005
                                          ---------------   ---------------   --------------
<S>                                       <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                  $       (11,500)  $          (948)  $      (12,448)
Issuance of stock for services rendered            11,500               148           11,648
Increases (Decrease) in accrued expenses                -               800              800
                                          ---------------   ---------------   --------------
Net Cash Provided (used) by Operating
  Activities                                            -                 -                -

CASH FLOWS FROM INVESTING ACTIVITIES                    -                 -                -
                                          ---------------   ---------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES                    -                 -                -
                                          ---------------   ---------------   --------------
INCREASE IN CASH AND CASH EQUIVALENTS                   -                 -                -

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                              -                 -                -
                                          ---------------   ---------------   --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD$             -   $             -   $            -
                                          ===============   ===============   ==============

NONCASH FINANCING AND INVESTING ACTIVITIES

Common stock issued for services rendered $        11,500   $           148   $       11,648
                                          ===============   ===============   ==============

SUPPLEMENTAL SCHEDULE OF CASH FLOW
 ACTIVITIES:
Cash Paid For:
Interest                                  $             -   $             -   $            -
                                          ===============   ===============   ==============
Income taxes                              $             -   $             -   $            -
                                          ===============   ===============   ==============



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



</TABLE>
<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                       Statement of Stockholders' Equity
                 For The Period From July 27, 2004 (Inception)
                             To December 31, 2005
                                  (Unaudited)
<TABLE>
<CAPTION>

                                    Common Stock
                              -------------------------   Additional                   Total
                               Numbers of                  paid-in     Accumulated  Stockholders'
                                 Shares       Amount       capital       Deficit       Equity
                              ------------  -----------   -----------   ---------   -------------
<S>                           <C>           <C>           <C>          <C>          <C>
Shares issued to founder for
 organization cost and
 services on July 27, 2004
 (inception)                       148,000  $       148   $         -   $       -   $         148

Net loss                                 -            -             -        (948)           (948)
                              ------------  -----------   -----------   ---------   -------------
Balance, December 31, 2004         148,000          148             -        (948)           (800)

Shares issued for services
 rendered on February 23,
 2005                           11,500,000       11,500             -           -          11,500

Net loss                                 -            -             -     (11,500)        (11,500)
                              ------------  -----------   -----------   ---------   -------------
Balance, December 31, 2005      11,648,000  $    11,648   $         -   $ (12,448)  $        (800)
                              ============  ===========   ===========   =========   =============



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



</TABLE>

<PAGE>

                    HIGHRIVER ACQUISITION CORP.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2005
                            (UNAUDITED)


NOTE 1  ORGANIZATION

        Highriver Acquisition Corp. (the "Company") was
incorporated under the laws of the State of Delaware on July 27,
2004 and has been inactive since inception. The Company intends to
serve as a vehicle to effect an asset acquisition, merger, exchange
of capital stock or other business combination with a domestic or
foreign business.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

        The Company has not earned any revenue from operations.
Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial
Accounting Standards Board Statement No. 7 ("SFAS 7"). Among the
disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of a development stage company,
and that the statements of operations, stockholders' equity and
cash flows disclose activity since the date of the Company's
inception.

A.  Accounting Method

        The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a fiscal year
ending on December 31.

B.  Income Taxes

        The Company accounts for income taxes under the Financial
Accounting Standards Board (FASB) Statement No. 109, "Accounting
for Income Taxes" "Statement 109"). Under Statement 109, deferred
tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax
expense or benefits due to the Company not having any material
operations for the period ended December 31, 2005.

<PAGE>

                    HIGHRIVER ACQUISITION CORP.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2005
                            (UNAUDITED)


C.  Cash Equivalents

        The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.

D.  Estimates

        The preparation of financial statements in conformity with
accounting principles generally accepted 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 reporting period. Actual results could differ
from those estimates.

        If the Company is successful in raising funds and becoming
a business development company, its principal estimates will
involve the determination of the value of its portfolio companies.

        The net asset value per share of our outstanding shares of
common stock will be determined quarterly, as soon as practicable
after, and as of the end of, each calendar quarter, by dividing the
value of total assets minus total liabilities by the number of
shares outstanding at the date as of which such determination is
made.

        In calculating the value of our total assets, we will value
securities that are publicly traded at the closing price on the
valuation date for exchange traded and NASDAQ listed securities or
the average of the bid and asked prices for other securities. Debt
and equity securities that are not publicly traded will be valued
at fair value as determined in good faith by the valuation
committee of our board of directors based on the recommendation by
our investment adviser and under valuation guidelines adopted by
our board of directors, and then approved by our entire board of
directors. Initially, the fair value of these securities will be
their original cost. Debt securities valued at cost would be
revalued for significant events affecting the issuer's performance
and equity securities valued at cost would be revalued if
significant developments or other factors affecting the investment
provide a basis for valuing the security at a price other than
cost, such as results of subsequent financing, the availability of
market quotations, the portfolio company's operations and changes
in market conditions.

        For warrants, our cost usually will be a nominal amount,
such as $.01 per share. Debt securities with remaining maturities
of 60 days or less at the time of purchase will be valued at
amortized cost. Debt securities which are publicly traded will be
valued by using market quotations obtained from pricing services or
dealers. Our valuation guidelines are subject to periodic review by
our board of directors and may be revised in light of our
experience, regulatory developments or otherwise.

<PAGE>

                    HIGHRIVER ACQUISITION CORP.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2005
                            (UNAUDITED)


        Determination of fair values involves subjective judgment
and estimates not susceptible to substantiation by auditing
procedures. Accordingly, under current auditing standards, the
notes to our financial statements will refer to the uncertainty
with respect to the possible effect of such valuations, and any
change in such valuations, on our financial statements.

E.  Basic Loss Per Common Share

        Basic loss per common share has been calculated based on
the weighted average number of shares outstanding during the period
after giving retroactive effect to stock splits. There are no
dilutive securities at December 31, 2005 for purposes of computing
fully diluted earnings per share.

F.  Impact of New Accounting Standards

        In April 2002, the FASB issued Statement of Financial
Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44 and 62, Amendment of FASB Statement 13, and Technical
Corrections" ("SFAS 145"). For most companies, SFAS 145 requires
gains and losses from the extinguishment of debt to be classified
as a component of income or loss from continuing operations. Prior
to the issuance of SFAS 145, early debt extinguishments were
required to be recognized as extraordinary items. SFAS 145 amended
other previously issued statements and made numerous technical
corrections. SFAS 145 is effective for fiscal years beginning after
May 15, 2002. Adoption of this standard has had no impact on the
Company.

        The FASB recently issued Statement of Financial Accounting
Standards No. 146, "Accounting for Costs Associated with Exit or
Disposal Activities" ("SFAS 146"). SFAS 146 nullifies the Emerging
Issues Task Force ("EITF") Issue No. 94-3, Liability Recognition
for Certain Employee Termination Benefits and Other Costs to Exit
an Activity.  SFAS 146 requires that a liability associated with an
exit or disposal activity be recognized when the liability is
incurred while EITF Issue No. 94-3 recognized such liability at
such time that an entity committed to an exit plan. The provisions
of SFAS 146 are effective for exit or disposal activities initiated
after December 31, 2002 with early application encouraged.

        On December 31, 2002, the FASB issued SFAS No. 148,
"Accounting for Stock-Based Compensation--Transition and
Disclosure," which amends SFAS No. 123, "Accounting for Stock Based
Compensation."

<PAGE>

                    HIGHRIVER ACQUISITION CORP.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2005
                            (UNAUDITED)


        SFAS 148 provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for
stock-based employee compensation. (Under the fair value based
method, compensation cost for stock options is measured when
options are issued.) In addition, SFAS 148 amends the disclosure
requirements of SFAS 123 to require more prominent and more
frequent disclosures in financial statements of the effects of
stock-based compensation. The transition guidance and annual
disclosure provisions of SFAS 148 are effective for fiscal years
ending after December 15, 2002, with earlier application permitted
in certain circumstances. The interim disclosure provisions are
effective for financial reports containing financial statements for
interim periods beginning after December 15, 2002.

        In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both
Liabilities and Equity." This statement establishes standards for
how an issuer classifies and measures in its statement of financial
position certain financial instruments with characteristics of both
liabilities and equity. In accordance with the standard, financial
instruments that embody obligations for the issuer are required to
be classified as liabilities. This Statement is effective for
financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003. The Company does not expect
the provision of this statement to have a significant impact on the
Company's financial statements.

        In November 2002, the FASB issued Interpretation No. 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others."
Interpretation 45 requires a guarantor to include disclosure of
certain obligations, and if applicable, at the inception of the
guarantee, recognize a liability for the fair value of other
certain obligations undertaken in issuing a guarantee. The
recognition requirement is effective for guarantees issued or
modified after December 31, 2002. The Company has no obligations
regarding Interpretation No. 45.

        In January 2003, the FASB issued Interpretation No. 46,
"Consolidation of Variable Interest Entities." Interpretation 46
clarifies the application of Accounting Research Bulletin No. 51,
"Consolidated Financial Statements," and applies immediately to any
variable interest entities created after January 31, 2003 and to
variable interest entities in which an interest is obtained after
that date. The Company holds no interest in variable interest
entities.

NOTE 3  GOING CONCERN

        The Company's financial statements are prepared using
accounting principles generally accepted in the United States of
America applicable to a going concern that contemplates the
realization of assets and liquidation of liabilities in the normal
course of business.  The Company has not established any source of

<PAGE>

                    HIGHRIVER ACQUISITION CORP.
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 2005
                            (UNAUDITED)


revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must
be satisfied in cash until a source of funding is secured. The
Company will offer noncash consideration and seek equity lines as a
means of financing its operations. If the Company is unable to
obtain revenue producing contracts or financing or if the revenue
or financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate its
operations or seek other business opportunities through strategic
alliances, acquisitions or other arrangements that may dilute the
interests of existing stockholders.

NOTE 4  SHAREHOLDER'S EQUITY

        On April 6, 2004 (inception), the Board of Directors issued
148,000 shares of common stock for $148 in services to the founding
shareholder of the Company to fund organizational start-up costs.

        On February 23, 2005, the Board of Directors issued
11,500,000 shares of common stock for $11,500 in services rendered
to an officer and director of the Company.

Common Stock

        The holders of the Company's common stock:

        * Have equal ratable rights to dividends from funds
          legally available for payment of dividends when,
          as and if declared by the board of directors;
        * Are entitled to share ratably in all of the assets
          available for distribution to holders of common
          stock upon liquidation, dissolution or winding up
          of our affairs;
        * Do not have preemptive, subscription or conversion
          rights, or redemption or access to any sinking
          fund; and
        * Are entitled to one non-cumulative vote per share
          on all matters submitted to stockholders for a
          vote at any meeting of stockholders.

Preferred Stock

        The Company has authorized, but not issued, 20,000,000
shares of preferred stock at $.001 per share. The board of
directors has the authority to establish and fix the designation,
powers, or preferences of preferred shares without further vote by
the shareholders.


<PAGE>

                                                       EXHIBIT 31

CERTIFICATION PURSUANT TO SECTION 302


I, William Tay, Chief Executive Officer and Chief Financial
Officer of Highriver Acquisition Corp., certify that:

1.   I have reviewed the attached report on Form 10-KSB.

2.   Based on my knowledge, this report does not contain any
     untrue statement of a material fact or omit to state a material
     fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not
     misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present
     in all material respects the financial condition, results of
     operations and cash flows of the registrant as of, and for,
     the periods presented in this report;

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules)
     for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within
     those entities, particularly during the period in which this
     report is being prepared;

b)   designed such internal control over financial reporting to
     provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements
     for external purposes in accordance with generally accepted
     accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report my
     conclusions about the effectiveness of the disclosure
     controls and procedures, as of the end of the period covered
     by this report based on such evaluations; and

d)   Disclosed in this report any change in the registrant's
     internal control over financial reporting that occurred
     during the registrant's most recent fiscal quarter (the
     registrant's fourth fiscal quarter in the case of an
     annual report) that has materially affected, or is reasonably
     likely to materially affect, the registrant's internal control
     over financial reporting; and

5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent
     functions):

a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls.

     Date: March 3, 2006                  /s/ William Tay
                                          ----------------------------
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

<PAGE>


                                              EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906

Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, I, the
undersigned officer of the Highriver Acquisition Corp. (the
"Company"), hereby certify to my knowledge that:

The Report on Form 10-KSB for the period ended December 31,
2005 of the Company fully complies, in all material respects,
with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, and the information contained in the
Report fairly represents, in all material respects, the
financial condition and results of operations of the Company.

A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by
the Company and furnished to the Securities and Exchange
Commission or its staff upon request.


                                 /s/ William Tay
                                 ----------------------------
                                 President and Director and
                                 Chief Executive Officer,
                                 Chief Financial Officer and
                                 Principal Accounting Officer
Date:  March 3, 2006