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

                                  FORM 10-KSB/A
                                 Amendment No. 1
(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 Identification No.)
 incorporation or organization)

                     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 [ ]

The issuer's revenues for the fiscal year ended December 31, 2005 were $0.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  as of May 31, 2007 was $0.

As of May 31,  2007  there were  11,648,000  shares of common  stock  issued and
outstanding.
<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

The Company's current principal  business activity is to seek a suitable reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth.  At the  present  time,  the  Company has not  identified  any  business
opportunity  that it plans to pursue,  nor has the Company reached any agreement
or  definitive  understanding  with any person  concerning  an  acquisition.  No
assurance  can be given  that the  Company  will be  successful  in  finding  or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available  for  acquisitions.  Furthermore,  no assurance  can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current stockholders.  The Company's search will
be directed toward small and  medium-sized  enterprises,  which have a desire to
become public  corporations.  In addition these enterprises may wish to satisfy,
either  currently or in the reasonably near future,  the minimum  tangible asset
requirement  in order to qualify  shares for trading on NASDAQ or on an exchange
such as the American Stock Exchange.(See Investigation and Selection of Business
Opportunities.)  The  Company   anticipates  that  the  business   opportunities
presented to it will (i) either be in the process of  formation,  or be recently
organized with limited operating history or a history of losses  attributable to
under-capitalization  or other factors; (ii) experiencing financial or operating
difficulties;  (iii) be in need of funds to develop new  products or services or
to  expand  into a new  market,  or  have  plans  for  rapid  expansion  through
acquisition of competing businesses; (iv) or other similar characteristics.  The
Company  intends  to  concentrate  its  acquisition  efforts  on  properties  or
businesses  that it believes to be undervalued or that it believes may realize a
substantial  benefit  from  being  publicly  owned.  Given  the  above  factors,
investors  should  expect that any  acquisition  candidate may have little or no
operating history, or a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  The Company's
discretion in the selection of business  opportunities is unrestricted,  subject
to the  availability  of such  opportunities,  economic  conditions,  and  other
factors.

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<PAGE>
Any entity  which has an  interest  in being  acquired  by or  merging  into the
Company is expected to be an entity that desires to become a public  company and
establish a public trading market for its securities.  In connection with such a
merger or acquisition,  it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business  opportunity
(See  Form of  Acquisition,  below,  and  Risk  Factors:  The  Company,  Lack of
Continuity of  Management).  In the event of such a  resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

              INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business  opportunity
may be made upon  management's  analysis of the  quality of the other  Company's
management  and  personnel,  the  anticipated  acceptability  of new products or
marketing concepts,  the merit of technological  changes,  the perceived benefit
the business  opportunity will derive from becoming a publicly held entity,  and
numerous  other  factors  which are  difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not  necessarily  be indicative of the potential for the future because of a
variety of factors,  including,  but not limited to, the possible need to expand
substantially,  shift marketing approaches,  change product emphasis,  change or
substantially augment management, raise capital and the like.

It is  anticipated  that the  Company  will not be able to  diversify,  but will
essentially be limited to the acquisition of one business opportunity because of
the Company's limited financing.  This lack of  diversification  will not permit
the Company to offset  potential  losses from one business  opportunity  against
profits from another,  and should be considered an adverse factor  affecting any
decision to purchase the Company's securities.

Certain types of business acquisition  transactions may be completed without any
requirement  that the Company first submit the  transaction to the  stockholders
for their approval.  In the event the proposed transaction is structured in such
a fashion that  stockholder  approval is not required,  holders of the Company's
securities (other than principal  stockholders  holding a controlling  interest)
should not anticipate  that they will be provided with  financial  statements or
any other documentation prior to the completion of the transaction.  Other types
of transactions may require prior approval of the stockholders.

                                       3
<PAGE>
In the event a proposed business combination or business acquisition transaction
requires stockholder approval, the Company may be required to prepare a Proxy or
Information  Statement  describing  the proposed  transaction,  file it with the
Securities and Exchange  Commission for review and approval,  and mail a copy of
it to all  Company  stockholders  prior to holding a  stockholders  meeting  for
purposes of voting on the proposal.

The  analysis  of  business  opportunities  will be  undertaken  by or under the
supervision  of the Company's  officer and director,  who is not a  professional
business analyst (See Management.) Although there are no current plans to do so,
Company   management  might  hire  an  outside   consultant  to  assist  in  the
investigation and selection of business opportunities,  and might pay a finder's
fee.  Since  Company  management  has  no  current  plans  to  use  any  outside
consultants or advisors to assist in the investigation and selection of business
opportunities,  no policies have been adopted  regarding use of such consultants
or advisors,  the criteria to be used in selecting such consultants or advisors,
the  services to be provided,  the term of service,  or the total amount of fees
that may be paid.  However,  due to the limited resources of the Company,  it is
likely  that any such fee the  Company  agrees to pay would be paid in stock and
not in cash.

Otherwise,  in analyzing  potential business  opportunities,  Company management
anticipates tat it will consider, among other things, the following factors:

     *    Potential for growth and  profitability  indicated by new  technology,
          anticipated market expansion, or new products;
     *    The Company's  perception of how any particular  business  opportunity
          will be  received by the  investment  community  and by the  Company's
          stockholders;
     *    Whether,  following the business combination,  the financial condition
          of the  business  opportunity  would be, or would  have a  significant
          prospect in the foreseeable  future of becoming,  sufficient to enable
          the securities of the Company to qualify for listing on an exchange or
          on a national automated  securities  quotation system, such as NASDAQ,
          so as to permit the trading of such  securities  to be exempt from the
          requirements  of Rule 15g-9  adopted by the  Securities  and  Exchange
          Commission  (See  Risk  Factors:  The  Company  Regulations  of  Penny
          Stocks).
     *    Capital  requirements and anticipated  availability of required funds,
          to be provided by the Company or from operations,  through the sale of
          additional securities, through joint ventures or similar arrangements,
          or from other sources;
     *    The extent to which the business opportunity can be advanced;
     *    Competitive  position as compared to other  companies  of similar size
          and  experience  within  the  industry  segment  as well as within the
          industry as a whole;
     *    Strength and diversity of existing management or management  prospects
          that are scheduled for recruitment;
     *    The cost of  participation by the Company as compared to the perceived
          tangible and intangible values and potential; and
     *    The accessibility of required  management  expertise,  personnel,  raw
          materials,  services,  professional  assistance,  and  other  required
          items.

In regard to the  possibility  that the shares of the Company  would qualify for
listing on NASDAQ,  the current  standards for initial  listing  include,  among
other  requirements,  that the Company (1) have net tangible  assets of at least
$4.0 million, or a market  capitalization of $50.0 million, or net income of not
less that $0.75  million in its latest  fiscal  year or in two of the last three

                                       4
<PAGE>
fiscal  years;  (2) have a public float  (i.e.,  shares that are not held by any
officer, director or 10% stockholder) of at least 1.0 million shares; (3) have a
minimum  bid  price  of at  least  $4.00;  (4)  have  at  least  300  round  lot
stockholders (i.e., stockholders who own not less than 100 shares); and (5) have
an operating history of at least one year or have a market  capitalization of at
least $50.0 million.  Many, and perhaps most, of the business opportunities that
might be  potential  candidates  for a  combination  with the Company  would not
satisfy the NASDAQ listing criteria.  No one of the factors described above will
be controlling in the selection of a business  opportunity,  and management will
attempt  to analyze  all  factors  appropriate  to each  opportunity  and make a
determination based upon reasonable  investigative  measures and available data.
Potentially  available  business  opportunities  may  occur  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.  Potential  investors  must  recognize  that,
because  of the  Company's  limited  capital  available  for  investigation  and
management's  limited  experience  in  business  analysis,  the  Company may not
discover  or  adequately  evaluate  adverse  facts about the  opportunity  to be
acquired.

The  Company  is  unable  to  predict  when  it may  participate  in a  business
opportunity.  It expects,  however,  that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials  regarding the
business  opportunity  containing  as much  relevant  information  as  possible,
including, but not limited to, such items as a description of products, services
and  Company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such Company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements.

As part of the Company's  investigation,  the Company's  executive  officers and
directors may meet personally  with management and key personnel,  may visit and
inspect  material  facilities;  obtain  independent  analysis or verification of
certain information provided;  check references of management and key personnel;
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

It is possible that the range of business  opportunities that might be available
for  consideration  by the Company  could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of penny stocks.
The regulations would affect, and possibly impair, any market that might develop
in the  Company's  securities  until such time as they  qualify  for  listing on
NASDAQ or on an exchange which would make them exempt from  applicability of the
penny stock regulations. (See Risk Factors: Regulation of Penny Stocks)

                                       5
<PAGE>
Company   management   believes  that  various  types  of  potential  merger  or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  stockholders,
acquisition  candidates  which have long-term  plans for raising capital through
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates,  which have a need for an immediate cash infusion,  are
not likely to find a potential  business  combination  with the Company to be an
attractive alternative.

                               FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of the Company  and the  promoters  of the
opportunity  and,  upon the basis of the  review  and the  relative  negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual  arrangements.  The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company  most likely will not have  control of a majority of the voting stock of
the Company following a merger or reorganization  transaction. As part of such a
transaction,  the Company's  existing directors may resign and new directors may
be appointed without any vote by stockholders.

It is likely  that the Company  will  acquire  its  participation  in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
Company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called B tax free reorganization under the
Internal  Revenue  Code of 1986 as  amended,  depends  upon the  issuance to the
stockholders of the acquired  company of a controlling  interest  (i.e.,  80% or
more) of the common stock of the combined  entities  immediately  following  the
reorganization.  If a transaction  were  structured  to take  advantage of these
provisions  rather than other tax free  provisions  provided  under the Internal
Revenue Code, the Company's current  stockholders  would retain in the aggregate
20% or less of the total  issued and  outstanding  shares.  This could result in
substantial  additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional shares
might also be done simultaneously with a sale or transfer of shares representing
a  controlling  interest in the Company by the current  officers,  directors and
principal stockholders.

It is anticipated that any new securities issued in any reorganization  would be
issued  in  reliance  upon  one  or  more  exemptions  from  registration  under
applicable  federal and state securities laws to the extent that such exemptions

                                       6
<PAGE>
are available.  In some  circumstances,  however, as a negotiated element of the
transaction,  the Company may agree to register  such  securities  either at the
time the  transaction is  consummated  or under certain  conditions at specified
times thereafter.  The issuance of substantial  additional  securities and their
potential  sale into any  trading  market  that might  develop in the  Company's
securities may have a depressive effect upon such market.

The  Company  will  participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general  matter,  the Company  anticipates  that it,  and/or its  principal
stockholders will enter into a letter of intent with the management,  principals
or owners  of a  prospective  business  opportunity  prior to  signing a binding
agreement.  Such a letter  of intent  will set  forth the terms of the  proposed
acquisition but will not bind any of the parties to consummate the  transaction.
Execution of a letter of intent will by no means indicate that  consummation  of
an acquisition is probable.  Neither the Company nor any of the other parties to
the  letter of intent  will be bound to is  executed.  Even  after a  definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specific grounds.

It is anticipated that the investigation of specific business  opportunities and
the  negotiation,  drafting  and  execution of relevant  agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs incurred in the related investigation would not be recoverable.  Moreover,
because many providers of goods and services require compensation at the time or
soon after the goods and services are provided,  the inability of the Company to
pay until an  indeterminate  future time may make it impossible to produce goods
and services.

                                   COMPETITION

The  Company  expects to  encounter  substantial  competition  in its efforts to
locate attractive  business  combination  opportunities.  The competition may in
part come from business development companies,  venture capital partnerships and
corporations, small investment companies, brokerage firms, and the like. Some of
these  types of  organizations  are likely to be in a better  position  than the
Company to obtain access to attractive  business  acquisition  candidates either
because they have greater experience, resources and managerial capabilities than
the Company,  because they are able to offer immediate access to limited amounts
of cash,  or for a variety of other  reasons.  The Company also will  experience
competition from other public companies with similar business purposes,  some of
which may also have funds available for use by an acquisition candidate.

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<PAGE>
                                    EMPLOYEES

The Company currently has no employees. Management of the Company expects to use
consultants,  attorneys and accountants as necessary,  and does not anticipate a
need to engage any full-time  employees so long as it is seeking and  evaluating
business  opportunities.  The need for employees and their  availability will be
addressed  in  connection  with  the  decision  whether  or  not to  acquire  or
participate in specific business opportunities.

                                  RISK FACTORS

The  Company's  business  and plan of  operation  is  subject to  numerous  risk
factors, including, but not limited to, the following:

          LIMITED OPERATING HISTORY MAKES POTENTIAL DIFFICULT TO ASSESS

The  Company has had no  operating  history  nor any  revenues or earnings  from
operations  since  inception  in July 2004.  The Company  has limited  financial
resources and no operating  activities.  The Company  will,  in all  likelihood,
continue to sustain operating expenses without corresponding  revenues, at least
until the consummation of a business  combination.  This will most likely result
in the Company  incurring a net operating loss which will increase  continuously
until the Company can consummate a business  combination  with a target company.
There is no assurance  that the Company can identify  such a target  company and
consummate such a business combination.

                THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION
             AND NO MINIMUM REQUIREMENTS FOR A BUSINESS COMBINATION

The Company has no current arrangement,  agreement or understanding with respect
to engaging in a business  combination with a specific  entity.  There can be no
assurance  that the Company will be successful  in  identifying  and  evaluating
suitable  business  opportunities  or in concluding a business  combination.  No
particular  industry or specific  business  within an industry has been selected
for a target  company.  The Company  has not  established  a specific  length of
operating  history or a specified  level of earnings,  assets net worth or other
criteria  which it will require a target  company to have  achieved,  or without
which the Company would not consider a business  combination  with such business
entity.  Accordingly,  the Company may enter into a business  combination with a
business entity having no significant operating history,  losses,  limited or no
potential for immediate  earnings,  limited assets,  negative net worth or other
negative characteristics. There is no assurance that the Company will be able to
negotiate a business combination on terms favorable to the Company.

                    NO ASSURANCE OF SUCCESS OR PROFITABILITY

There is no  assurance  that the  Company  will  acquire  a  favorable  business
opportunity.   Even  if  the  Company  should  become  involved  in  a  business
opportunity, there is no assurance that it will generate revenues or profits, or
that the market  price of the  Company's  outstanding  shares will be  increased
thereby.

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                            TYPE OF BUSINESS ACQUIRED

The business to be acquired may wish to avoid  effecting its own public offering
and  the  accompanying  expense,  delays,  and  uncertainties.  Because  of  the
Company's  limited  capital,  it is more likely than not that any acquisition by
the Company will involve other parties whose primary interest is the acquisition
of control of a publicly  traded  Company.  Moreover,  any business  opportunity
acquired may be currently unprofitable or present other negative factors.

                             LACK OF DIVERSIFICATION

Because of the limited financial  resources that the Company has, it is unlikely
that the Company will be able to diversify its  acquisitions or operations.  The
Company's probable inability to diversify its activities into more than one area
will subject the Company to economic  fluctuations  within a particular business
or industry and  therefore  increase  the risks  associated  with the  Company's
operations.

         DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT

Because  management  consists  of only one  person,  while  seeking  a  business
combination,  William Tay, the President of the Company, will be the only person
responsible in conducting the day-to-day  operations of the Company. The Company
does not benefit from multiple  judgments  that a greater number of directors or
officers would provide,  and the Company will rely completely on the judgment of
its  one  officer  and  director  when  selecting  a  target  company.  Mr.  Tay
anticipates  devoting only a limited amount of time per month to the business of
the Company.  Mr. Tay has not entered into a written  employment  agreement with
the Company and he is not  expected  to do so. The Company  does not  anticipate
obtaining key man life insurance on Mr. Tay. The loss of the services of Mr. Tay
would adversely affect  development of the Company's business and its likelihood
of continuing operations.

                              CONFLICTS OF INTEREST

The Company's sole officer and director has other business interests to which he
currently devotes attention,  and is expected to continue to do so. As a result,
conflicts of interest may arise that can be resolved only through their exercise
of judgment in a manner which is  consistent  with his  fiduciary  duties to the
Company. (See Management, Conflicts of Interest.)

It  is  anticipated  that  the  Company's  principal  stockholder  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this process, the Company's principal  stockholder may consider
his own  personal  pecuniary  benefit  rather  than the best  interest  of other
Company  stockholders.  Depending  upon the  nature of a  proposed  transaction,
Company  stockholders  other than the principal  stockholder may not be afforded
the opportunity to approve or consent to a particular transaction.

                     POSSIBLE NEED FOR ADDITIONAL FINANCING

The Company has very limited funds,  and such funds, may not be adequate to take
advantage  of any  available  business  opportunities.  Even  if  the  Company's

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currently available funds prove to be sufficient to pay for its operations until
it is able to acquire an interest in, or complete a transaction with, a business
opportunity,  such funds will clearly not be  sufficient to enable it to exploit
the opportunity. Thus, the ultimate success of the Company will depend, in part,
upon its availability to raise additional capital. In the event that the Company
requires modest amounts of additional capital to fund its operations until it is
able to complete a business acquisition or transaction, such funds, are expected
to be provided by the principal  stockholder.  The Company has not  investigated
the  availability,  source,  or terms that might govern the  acquisition  of the
additional  capital  which is  expected  to be  required  in order to  exploit a
business  opportunity,  and will not do so until it has  determined the level of
need for  such  additional  financing.  There is no  assurance  that  additional
capital  will be  available  from any  source or, if  available,  that it can be
obtained on terms  acceptable to the Company.  If not  available,  the Company's
operations  will be  limited  to those  that  can be  financed  with its  modest
capital.

                        DEPENDENCE UPON OUTSIDE ADVISORS

To supplement the business  experience of its officer and director,  the Company
may be required to employ accountants, technical experts, appraisers, attorneys,
or other  consultants  or advisors.  The  selection of any such advisors will be
made by the Company's officer,  without any input by stockholders.  Furthermore,
it is anticipated that such persons may be engaged on an as needed basis without
a continuing  fiduciary  or other  obligation  to the Company.  In the event the
officer of the Company considers it necessary to hire outside  advisors,  he may
elect  to hire  persons  who are  affiliates,  if those  affiliates  are able to
provide the required services.

                           REGULATION OF PENNY STOCKS

The U. S. Securities and Exchange Commission (SEC) has adopted a number of rules
to  regulate   "penny   stocks."  Such  rules  include  Rule  3a51-1  and  Rules
15g-1through  15g-9  under the  Securities  Exchange  Act of 1934,  as  amended.
Because the securities of the Company may  constitute  "penny stocks" within the
meaning of the rules (as any  equity  security  that has a market  price of less
than  $5.00 per share or with an  exercise  price of less than  $5.00 per share,
largely  traded in the National  Association of Securities  Dealers'  (NASD) OTC
Bulletin Board or the "Pink Sheets", the rules would apply to the Company and to
its securities.  The Commission has adopted Rule 15g-9 which  established  sales
practice  requirements for certain low price securities.  Unless the transaction
is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to,
or to effect the  purchase of a penny stock by, any person  unless  prior to the
transaction:  (i) the broker or dealer has  approved  the  person's  account for
transactions  in penny stock pursuant to this rule and (ii) the broker or dealer
has  received  from the person a written  agreement to the  transaction  setting
forth the identity and quantity of the penny stock to be purchased.  In order to
approve a person's account for transactions in penny stock, the broker or dealer
must: (a) obtain from the person  information  concerning the person's financial
situation,  investment  experience,  and investment  objectives;  (b) reasonably
determine  that  transactions  in penny stock are suitable for that person,  and
that the person has  sufficient  knowledge and  experience in financial  matters
that the person reasonably may be expected to be capable of evaluating the risks
of  transactions in penny stock;  (c) deliver to the person a written  statement

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<PAGE>
setting forth the basis on which the broker or dealer made the determination (i)
stating in a highlighted  format that it is unlawful for the broker or dealer to
affect a  transaction  in penny stock unless the broker or dealer has  received,
prior to the  transaction,  a  written  agreement  to the  transaction  from the
person;  and (ii) stating in a  highlighted  format  immediately  preceding  the
customer  signature  line that (iii) the broker or dealer is required to provide
the person with the written  statement;  and (iv) the person should not sign and
return the written  statement to the broker or dealer if it does not  accurately
reflect the person's financial situation,  investment experience, and investment
objectives;  and (d) receive from the person a manually signed and dated copy of
the written  statement.  It is also required  that  disclosure be made as to the
risks  of  investing  in  penny  stock  and  the  commissions   payable  to  the
broker-dealer,  as well as current price  quotations and the remedies and rights
available  in  cases of fraud in  penny  stock  transactions.  Statements,  on a
monthly basis,  must be sent to the investor listing recent prices for the Penny
Stock and information on the limited market.  Stockholders should be aware that,
according to Securities and Exchange Commission Release No. 34-29093, the market
for penny stocks has suffered in recent years from  patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through  prearranged  matching of purchases and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high-pressure  sales tactics and unrealistic  price projections by inexperienced
sales persons;  (iv) excessive and undisclosed bid-ask  differential and markups
by selling broker-dealers;  and (v) the wholesale dumping of the same securities
by promoters and broker dealers after prices have been  manipulated to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent investor losses. The Company's management is aware of the abuses that
have occurred historically in the penny stock market.  Although the Company does
not  expect to be in a  position  to dictate  the  behavior  of the market or of
broker-dealers who participate in the market,  management will strive within the
confines of practical  limitations to prevent the described  patterns from being
established with respect to the Company's securities.

            THERE MAY BE A SCARCITY OF AND/OR SIGNIFICANT COMPETITION
                   FOR BUSINESS OPPORTUNITIES AND COMBINATIONS

The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with and acquisitions of business entities.  A large
number of established  and  well-financed  entities,  including  venture capital
firms,  are active in mergers and  acquisitions of companies which may be merger
or acquisition target candidates for the Company.  Nearly all such entities have
significantly  greater financial  resources,  technical expertise and managerial
capabilities  than the  Company  and,  consequently,  the  Company  will be at a
competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete in seeking  merger or  acquisition  candidates  with other  public shell
companies, some of which may also have funds available for use by an acquisition
candidate.

            REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION

Pursuant to the  requirements  of Section 13 of the Exchange Act, the Company is
required to provide certain information about significant acquisitions including
audited financial  statements of the acquired  company.  These audited financial

                                       11
<PAGE>
statements must be furnished within 4 business days following the effective date
of a  business  combination.  Obtaining  audited  financial  statements  are the
economic  responsibility  of the target  company.  The additional time and costs
that  may be  incurred  by some  potential  target  companies  to  prepare  such
financial   statements  may   significantly   delay  or   essentially   preclude
consummation of an otherwise desirable  acquisition by the Company.  Acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may not be  appropriate  for  acquisition  so long as the  reporting
requirements  of the  Exchange  Act are  applicable.  Notwithstanding  a  target
company's  agreement to obtain audited financial  statements within the required
time frame,  such audited  financials may not be available to the Company at the
time of effecting a business combination.  In cases where audited financials are
unavailable,  the Company will have to rely upon unaudited  information that has
not been  verified  by outside  auditors  in making its  decision to engage in a
transaction  with the business  entity.  This risk increases the prospect that a
business  combination  with  such  a  business  entity  might  prove  to  be  an
unfavorable one for the Company.

                LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION

The Company has neither conducted,  nor have others made available to it, market
research indicating that demand exists for the transactions  contemplated by the
Company.  In the event demand exists for a transaction of the type  contemplated
by the  Company,  there  is no  assurance  the  Company  will be  successful  in
completing any such business combination.

           PROBABLE CHANGE IN CONTROL OF THE COMPANY AND/OR MANAGEMENT

In conjunction with completion of a business acquisition, it is anticipated that
the Company will issue an amount of the Company's authorized but unissued common
stock that represents the greater majority of the voting power and equity of the
Company,  which  will in all  likelihood,  result  in  stockholders  of a target
company obtaining a controlling interest in the Company. The resulting change in
control of the Company will likely result in removal of the present  officer and
director of the Company and a  corresponding  reduction in or elimination of his
participation in the future affairs of the Company.

         POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS COMBINATION

A business  combination  normally  will  involve the  issuance of a  significant
number of additional shares.  Depending upon the value of the assets acquired in
such business combination, the per share value of the Company's common stock may
increase or decrease, perhaps significantly.

                             NO PUBLIC MARKET EXISTS

There is currently  no public  market for the  Company's  common  stock,  and no
assurance  can be given that a market will  develop or that a  stockholder  ever
will be able to liquidate his investment without  considerable delay, if at all.
If a market should develop,  the price may be highly  volatile.  Factors such as
those  discussed in this "Risk  Factors"  section may have a significant  impact
upon the market price of the securities  offered hereby.  Owing to the low price
of  the  securities,   many  brokerage  firms  may  not  be  willing  to  effect
transactions  in the  securities.  Even if a purchaser finds a broker willing to

                                       12
<PAGE>
effect  a  transaction  in  theses  securities,  the  combination  of  brokerage
commissions,  state  transfer  taxes,  if any, and any other  selling  costs may
exceed the sales proceeds.

                       REGISTRATION OF SHARES IS REQUIRED

It is the SEC's position that  securities  issued by a "shell" company cannot be
sold under the  exemption  from  registration  provided by Rule 144  promulgated
under the Securities  Act of 1933,  but must be registered  under the Securities
Act of 1933.

                             BLUE SKY CONSIDERATION

Because the securities  registered hereunder have not been registered for resale
under the Blue Sky laws of any state, the holders of such shares and persons who
desire to purchase them in any trading  market that might develop in the future,
should be aware,  that there may be significant  state Blue Sky law restrictions
upon the  ability of  investors  to sell the  securities  and of  purchasers  to
purchase the securities.  Accordingly,  investors  should consider the secondary
market for the Company's securities to be a limited one.

              ADDITIONAL RISKS--DOING BUSINESS IN A FOREIGN COUNTRY

The Company may  effectuate a business  combination  with a merger  target whose
business operations or even headquarters, place of formation or primary place of
business are located  outside the United States of America.  In such event,  the
Company may face the significant additional risks associated with doing business
in that country. In addition to the language barriers,  different  presentations
of financial  information,  different  business  practices,  and other  cultural
differences  and barriers  that may make it difficult to evaluate  such a merger
target,  ongoing business risks result from the international  political target,
ongoing  business  risks  result  from the  international  political  situation,
uncertain legal systems and applications of law,  prejudice against  foreigners,
corrupt  practices,  uncertain  economic  policies and  potential  political and
economic instability that may be exacerbated in various foreign countries.

                                    TAXATION

Federal  and  state  tax  consequences   will,  in  all  likelihood,   be  major
considerations  in any  business  combination  that the Company  may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.

                                       13
<PAGE>
ITEM 2 - DESCRIPTION OF PROPERTY

The  Company   currently   maintains  a  mailing  address  at  P.O.  Box  42198,
Philadelphia,  PA 19101. The Company's telephone number there is (215) 359-2163.
Other than this mailing  address,  the Company does not  currently  maintain any
other office facilities, and does not anticipate the need for maintaining office
facilities at any time in the  foreseeable  future.  The Company pays no rent or
other fees for the use of the mailing  address as this office is  prohibited  by
management at no cost to the Company.

It is  likely  that  the  Company  will not  establish  an  office  until it has
completed a business acquisition transaction,  but it is not possible to predict
what   arrangements  will  actually  be  made  with  respect  to  future  office
facilities.

ITEM 3 - LEGAL PROCEEDINGS

The  Company  is not a  party  to any  pending  legal  proceedings,  and no such
proceedings are known to be contemplated.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company has not conducted any meetings of stockholders  during the preceding
quarter.

                                     PART II

ITEM 5 - MARKET FOR COMPANY'S  COMMON  EQUITY,  ELATED  STOCKHOLDER  MATTERS AND
         SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

                                  COMMON STOCK

The authorized  common stock of the Company  consists of  100,000,000  shares of
common stock,  par value $0.001 per share, of which there are 11,648,000  shares
issued and outstanding.

The  following  summarizes  the important  provisions  of the Company's  capital
stock: Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the  stockholders;  have no preemptive  rights;
have no conversion or redemption  rights or sinking fund; do not have cumulative
voting rights;  and share ratably in dividends,  if any, as may be declared from
time to time by the Board of  Directors  in its  discretion  from funds  legally
available therefore. In the event of a liquidation, dissolution or winding up of
the  company,  the  holders of common  stock are  entitled to share pro rata all
assets  remaining  after  payment  in  full  of  all  liabilities.  All  of  the
outstanding shares of common stock are fully paid and non-assessable.

                               MARKET FOR TRADING

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

                                    DIVIDENDS

Dividends,  if any, will be contingent upon the Company's revenues and earnings,
if any,  and  capital  requirements  and  financial  conditions.  The payment of
dividends,  if any,  will be within the  discretion  of the  Company's  Board of

                                       14
<PAGE>
Directors.  The Company  presently  intends to retain all earnings,  if any, and
accordingly  the Board of Directors does not anticipate  declaring any dividends
prior to a business combination.

                                 TRANSFER AGENT

The Company acts as its own Transfer Agent.

                             REPORTS TO STOCKHOLDERS

The Company  plans to furnish its  stockholders  with an annual  report for each
fiscal year ending December 31 containing  financial  statements  audited by its
registered  independent  public accounting firm. In the event the Company enters
into a business combination with another Company, it is the present intention of
management to continue furnishing annual reports to stockholders.  Additionally,
the Company  may, in its sole  discretion,  issue  unaudited  quarterly or other
interim  reports to its  stockholders  when it deems  appropriate.  The  Company
intends to maintain  compliance with the periodic reporting  requirements of the
Securities Exchange Act of 1934.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                                   (1) GENERAL

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

The Company's current principal  business activity is to seek a suitable reverse
acquisition  candidate  through  acquisition,  merger or other suitable business
combination method.

The Company has very limited  capital,  and it is unlikely that the Company will
be able to take  advantage  of more  than one  such  business  opportunity.  The
Company intends to seek  opportunities  demonstrating the potential of long-term
growth.  At the  present  time,  the  Company has not  identified  any  business
opportunity  that it plans to pursue,  nor has the Company reached any agreement
or  definitive  understanding  with any person  concerning  an  acquisition.  No
assurance  can be given  that the  Company  will be  successful  in  finding  or
acquiring a desirable  business  opportunity,  given the limited  funds that are
expected to be available  for  acquisitions.  Furthermore,  no assurance  can be
given  that  any  acquisition,  which  does  occur,  will be on  terms  that are
favorable to the Company or its current stockholders.  The Company's search will
be directed toward small and  medium-sized  enterprises,  which have a desire to
become public  corporations.  In addition these enterprises may wish to satisfy,
either  currently or in the reasonably near future,  the minimum  tangible asset
requirement  in order to qualify  shares for trading on NASDAQ or on an exchange
such as the American Stock Exchange.(See Investigation and Selection of Business
Opportunities.)  The  Company   anticipates  that  the  business   opportunities
presented to it will (i) either be in the process of  formation,  or be recently
organized with limited operating history or a history of losses  attributable to
under-capitalization  or other factors; (ii) experiencing financial or operating

                                       15
<PAGE>
difficulties;  (iii) be in need of funds to develop new  products or services or
to  expand  into a new  market,  or  have  plans  for  rapid  expansion  through
acquisition of competing businesses; (iv) or other similar characteristics.  The
Company  intends  to  concentrate  its  acquisition  efforts  on  properties  or
businesses  that it believes to be undervalued or that it believes may realize a
substantial  benefit  from  being  publicly  owned.  Given  the  above  factors,
investors  should  expect  that  any  acquisition  candidate  may have Tay or no
operating history, or a history of losses or low profitability.

The Company does not propose to restrict its search for investment opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of its limited resources.  The Company's
discretion in the selection of business  opportunities is unrestricted,  subject
to the  availability  of such  opportunities,  economic  conditions,  and  other
factors.

Any entity  which has an  interest  in being  acquired  by or  merging  into the
Company is expected to be an entity that desires to become a public  company and
establish a public trading market for its securities.  In connection with such a
merger or acquisition,  it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company.

Depending upon the nature of the transaction, the current officers and directors
of the Company may resign their  management and board positions with the Company
in connection with a change of control or acquisition of a business  opportunity
(See  Form of  Acquisition,  below,  and  Risk  Factors:  The  Company,  Lack of
Continuity of  Management).  In the event of such a  resignation,  the Company's
current  management  would  thereafter  have no control  over the conduct of the
Company's business.

It is  anticipated  that  business  opportunities  will  come  to the  Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plan,  understandings,  agreements,  or commitments with any individual for such
person to act as a finder of opportunities for the Company.

                            (2) RESULTS OF OPERATIONS

The Company had no revenue from inception through the year ended 2005.

General and  administrative  expenses since inception to the year ended December
31,  2005  were  $11,500.00.   These  expenses  were  directly  related  to  the
maintenance of the corporate  entity and the  anticipated  preparation of a Form
10-SB  pursuant to the Securities  Exchange Act of 1934. It is anticipated  that
future  expenditure  levels will increase as the Company intends to fully comply
with its periodic reporting requirements.  Earnings per share for the nine month
period ended December 31, 2005 were ($.001) based on the weighted-average shares
issued and outstanding at year ended December 31, 2005.

It is anticipated  that future  expenditure  levels will remain in line with the
calendar 2005  expenditure  levels until such time that the Company  completes a
business  combination  transaction.  Upon  completion of a business  combination

                                       16
<PAGE>
transaction,  it is  anticipated  that  the  Company's  expenses  will  increase
significantly.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company's operating subsidiary begins meaningful operations.

At December 31, 2005, the Company had negative working capital of ($800).

The Company and its controlling stockholder, William Tay, have acknowledged that
outside funds may become  necessary to support the  corporate  entity and comply
with the periodic reporting requirements of the Securities Exchange Act of 1934,
as amended.

It is the intent of management to provide  sufficient  working capital necessary
to support and preserve the integrity of the corporate entity. However, there is
no legal obligation for management to provide additional future funding.  Should
this  pledge fail to provide  financing,  the  Company  has not  identified  any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The  Company's  need for  capital  may  change  dramatically  as a result of any
business acquisition or combination transaction.  There can be no assurance that
the Company will  identify any such  business,  product,  technology  or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

                              (3) PLAN OF BUSINESS

                                     GENERAL

The Company's current purpose is to seek, investigate and, if such investigation
warrants, merge or acquire an interest in business opportunities presented to it
by persons or companies who or which desire to seek the perceived  advantages of
a Securities Exchange Act of 1934 registered corporation. As of the date of this
registration  statement,  the Company has no particular acquisitions in mind and
has not entered into any negotiations regarding such an acquisition, and neither
the Company's officer and director nor any promoter and affiliate has engaged in
any  negotiations  with any  representatives  of the owners of any  business  or
company regarding the possibility of a merger or acquisition between the Company
and such other company.  Pending  negotiation and consummation of a combination,
the Company anticipates that it will have, aside from carrying on its search for
a combination partner, no business activities, and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful

                                       17
<PAGE>
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

                                   MANAGEMENT

The  Company  is a blank  check  or  shell  corporation,  and  currently  has no
full-time employees.  William Tay is the Company's sole officer,  director,  and
controlling stockholder.  All references herein to management of the Company are
to Mr. Tay.  Mr.  Tay, as  president  of the  Company,  has agreed to allocate a
limited portion of his time to the activities of the Company after the effective
date of this Registration  Statement without  compensation.  Potential conflicts
may arise  with  respect  to the  limited  time  commitment  by Mr.  Tay and the
potential   demands  of  the   Company's   activities.   See  Item  7,  "Certain
Relationships and Related Transactions - Conflicts of Interest."

The  amount of time  spent by Mr. Tay on the  activities  of the  Company is not
predictable. Such time may vary widely from an extensive amount when reviewing a
target company to an essentially  quiet time when activities of management focus
elsewhere,  or some  amount in between.  It is  impossible  to predict  with any
precision the exact amount of time Mr. Tay will actually be required to spend to
locate a suitable  target  company.  Mr. Tay estimates that the business plan of
the Company can be  implemented by devoting less than 5 hours per month but such
figure cannot be stated with precision.

                        SEARCH FOR BUSINESS OPPORTUNITIES

The Company's search will be directed toward small and medium-sized enterprises,
which  have a desire  to  become  reporting  corporations  and which are able to
provide audited financial  statements.  The Company does not propose to restrict
its search for investment  opportunities to any particular  geographical area or
industry, and may, therefore,  engage in essentially any business, to the extent
of its limited resources.  The Company's discretion in the selection of business
opportunities   is   unrestricted,   subject   to  the   availability   of  such
opportunities, economic conditions, and other factors. No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  and no  assurance  can be given that any  acquisition,  which does
occur,  will be on terms  that  are  favorable  to the  Company  or its  current
stockholders.

The Company may merge with a company that has  retained one or more  consultants
or outside  advisors.  In that situation,  the Company expects that the business
opportunity will compensate the consultant or outside advisor. As of the date of
this filing,  there have been no discussions,  agreements or understandings with
any party  regarding  the  possibility  of a merger or  acquisition  between the
Company and such other company.  Consequently,  the Company is unable to predict
how the amount of such  compensation  would be  calculated  at this time.  It is
anticipated  that  any  finder  that  the  target  company  retains  would  be a
registered broker-dealer.

The Company will not restrict its search to any specific  kind of firm,  but may
acquire a venture,  which is in its preliminary or development  stage, one which
is already in operation,  or in a more mature stage of its corporate  existence.
The acquired  business may need to seek additional  capital,  may desire to have
its shares publicly  traded,  or may seek other perceived  advantages  which the

                                       18
<PAGE>
Company may offer.  The Company  does not intend to obtain  funds to finance the
operation of any acquired  business  opportunity  until such time as the Company
has successfully consummated the merger or acquisition transaction. There are no
loan arrangements or arrangements for any financing  whatsoever  relating to any
business opportunities.

                      EVALUATION OF BUSINESS OPPORTUNITIES

The  analysis of business  opportunities  will be under the  supervision  of the
Company's sole officer and director, who is not a professional business analyst.
In analyzing prospective business  opportunities,  management will consider such
matters as available  technical,  financial and  managerial  resources;  working
capital  and  other  financial  requirements;  history  of  operations,  if any;
prospects  for the  future;  nature of present  and  expected  competition;  the
quality and  experience  of management  services  which may be available and the
depth of that management;  the potential for further research,  development,  or
exploration;  specific risk factors not now  foreseeable,  but which then may be
anticipated to impact the proposed activities of the Company;  the potential for
growth or expansion;  the potential for profit; the perceived public recognition
or acceptance of products,  services, or trades; name identification;  and other
relevant  factors.  In many  instances,  it is  anticipated  that the historical
operations of a specific business  opportunity may not necessarily be indicative
of the potential for the future because of a variety of factors,  including, but
not limited  to, the  possible  need to expand  substantially,  shift  marketing
approaches, change product emphasis, change or substantially augment management,
raise  capital  and  the  like.  Management  intends  to  meet  personally  with
management  and key  personnel  of the  target  business  entity  as part of its
investigation.  To the extent  possible,  the Company intends to utilize written
reports and  personal  investigation  to evaluate  the above  factors.  Prior to
making a decision to  participate  in a business  opportunity,  the Company will
generally  request that it be provided  with  written  materials  regarding  the
business  opportunity  containing  as much  relevant  information  as  possible.
Including, but not limited to, such items as a description of products, services
and  company  history;  management  resumes;  financial  information;  available
projections,  with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents,  trademarks,
or service marks, or rights thereto;  present and proposed forms of compensation
to  management;  a  description  of  transactions  between  such company and its
affiliates  during the relevant  periods;  a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements.

Management  believes  that  various  types of  potential  merger or  acquisition
candidates might find a business  combination with the Company to be attractive.
These  include  acquisition  candidates  desiring to create a public  market for
their shares in order to enhance liquidity for current stockholders, acquisition
candidates which have long-term plans for raising capital through public sale of
securities and believe that the possible prior  existence of a public market for
their securities would be beneficial,  and acquisition  candidates which plan to
acquire  additional  assets through issuance of securities rather than for cash,
and believe that the  possibility  of  development  of a public market for their
securities will be of assistance in that process.  Acquisition  candidates,  who
have a need for an immediate cash  infusion,  are not likely to find a potential
business  combination  with  the  Company  to  be  an  attractive   alternative.

                                       19
<PAGE>
Nevertheless,  the Company has not conducted market research and is not aware of
statistical  data which  would  support  the  perceived  benefits of a merger or
acquisition transaction for the owners of a business opportunity. The Company is
unable to predict when it may participate in a business opportunity. It expects,
however, that the analysis of specific proposals and the selection of a business
opportunity  may take several  months or more.  There can also be no  assurances
that we are able to successfully pursue a business  opportunity.  In that event,
there is a  substantial  risk to the Company that failure to complete a business
combination  will  significantly  restrict  its  business  operation  and  force
management to cease operations and liquidate the Company.

                       (4) LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2005, the Company had negative working capital of ($800).

It is the belief of management  that  sufficient  working  capital  necessary to
support and preserve  the  integrity  of the  corporate  entity will be present.
However,  there is no legal  obligation  for  management  to provide  additional
future funding.  Should this pledge fail to provide  financing,  the Company has
not identified any alternative sources. Consequently, there is substantial doubt
about the Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or acquisition  candidate.  Accordingly,  there can be no assurance,
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

ITEM 7 - INDEX TO FINANCIAL STATEMENTS

The required financial statements begin on page F-1 of this document.

ITEM 8 -  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None

ITEM 8A - CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

Under the supervision and with the  participation  of our management,  including
our principal executive officer and principal financial officer, we conducted an

                                       20
<PAGE>
evaluation of our disclosure controls and procedures.  Based on this evaluation,
our principal  executive officer and principal  financial officer concluded that
our  disclosure  controls and  procedures  are  effective in alerting  them on a
timely  basis to material  information  relating  to our Company  required to be
included in our reports filed or submitted under the Exchange Act.

(b)  Changes in Internal Controls

There were no significant  changes (including  corrective actions with regard to
significant  deficiencies or material  weaknesses) in our internal controls over
financial  reporting  that occurred  during the quarter ended  December 31, 2005
that has materially affected,  or is reasonably likely to materially affect, our
internal control over financial reporting.

                                    PART III

ITEM 9  -  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors and executive officers serving the Company are as follows:

           Name           Age           Position Held and Tenure
           ----           ---           ------------------------
         William Tay      34        President, Secretary and Director

The  director  named  above  will  serve  until the next  annual  meeting of the
Company's  stockholders  or  until  any  successors  are duly  elected  and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
stockholders  will exercise their voting rights to continue to elect the current
directors to the Company's board. There are also no arrangements,  agreements or
understandings  between   non-management   stockholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.


The sole director and officer will devote his time to the  Company's  affairs on
an as needed basis,  which,  depending on the circumstances,  could amount to as
Tay as two hours per month,  or more than forty  hours per month,  but more than
likely encompass less than four (4) hours per month.  There are no agreements or
understandings  for the  officer or director to resign at the request of another
person, and the officer and director is not acting on behalf of, nor will he act
at the direction of, any other person.

                            BIOGRAPHICAL INFORMATION

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

                                       21
<PAGE>
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   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.

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

The  Company's  by-laws  provide  for the  indemnification  of  its,  directors,
officers, employees, and agents, under certain circumstances, against attorney's
fees and other expenses  incurred by them in any litigation to which they become
a party  arising  from their  association  with or  activities  on behalf of the
Company.  The Company will also bear the expenses of such  litigation for any of
its directors,  officers,  employees,  or agents,  upon such persons  promise to
repay the Company  herefore if it is ultimately  determined that any such person
shall not have been entitled to  indemnification.  This  indemnification  policy
could result in substantial  expenditures by the Company, which it may be unable
to recoup.

                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors  and person who own more than 10% of our common  stock to file reports
regarding  ownership of and  transactions  in our securities with the Securities
and Exchange Commissioner and to provide us with copies of those filings.  Based
solely on our review of the copies received by or a written  representation from
certain  reporting persons we believe that during fiscal year ended December 31,
2005, such filings were timely made.

                              CONFLICTS OF INTEREST

The sole officer of the Company will not devote more than a small portion of his
time to the  affairs  of the  Company.  There  will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officer's other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

The officer,  director  and  principal  stockholder  of the Company may actively
negotiate for the purchase of a portion of their common stock as a condition to,
or in  connection  with, a proposed  merger or  acquisition  transaction.  It is

                                       22
<PAGE>
anticipated  that  a  substantial  premium  may be  paid  by  the  purchaser  in
conjunction  with any sale of  shares by the  Company's  officer,  director  and
principal  stockholder made as a condition to, or in connection with, a proposed
merger or acquisition  transaction.  The fact that a substantial  premium may be
paid to the Company's  sole officer and director to acquire his shares creates a
conflict of interest for him and may compromise  his state law fiduciary  duties
to the Company's other stockholders. In making any such sale, the Company's sole
officer and director may consider his own personal pecuniary benefit rather than
the best interests of the Company and the Company's other stockholders,  and the
other stockholders are not expected to be afforded the opportunity to approve or
consent to any particular buy-out  transaction  involving shares held by Company
management.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third party for  consulting  services to assist  management  in
evaluating a prospective business opportunity would be paid in stock rather than
in  cash.  Any  such  issuance  of  stock  would  be  made  on an ad hoc  basis.
Accordingly,  the Company is unable to predict whether,  or in what amount, such
stock issuance might be made.

It is not currently anticipated that any salary,  consulting fee, or finders fee
shall be paid to any of the Company's directors or executive officers, or to any
other affiliate of the Company except as described under Executive  Compensation
above.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

                INVOLVEMENT ON CERTAIN MATERIAL LEGAL PROCEEDINGS
                         DURING THE PAST FIVE (5) YEARS

   (1) No  director,  officer,  significant  employee  or  consultant  has  been
convicted  in a  criminal  proceeding,  exclusive  of traffic  violations  or is
subject to any pending criminal proceeding.

   (2) No  bankruptcy  petitions  have been filed by or against any  business or
property of any  director,  officer,  significant  employee or consultant of the
Company nor has any  bankruptcy  petition been filed  against a  partnership  or
business  association  where these  persons were  general  partners or executive
officers.

   (3) No  director,  Officer,  significant  employee  or  consultant  has  been
permanently or temporarily enjoined, barred, suspended or otherwise limited from
involvement in any type of business, securities or banking activities.

                                       23
<PAGE>
   (4) No  director,  officer or  significant  employee  has been  convicted  of
violating a federal or state securities or commodities law.

ITEM 10 - EXECUTIVE COMPENSATION

The current  management and oversight of the Company requires less than four (4)
hours per month.  As the Company's sole officer and director is engaged in other
full-time  income producing  activities,  the Company's sole officer or director
has  not  received  any  compensation  from  the  Company.  In  future  periods,
subsequent  to the  consummation  of a  business  combination  transaction,  the
Company  anticipates  that it will pay  compensation  to its  officer(s)  and/or
director(s). See Certain Relationships and Related Transactions.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                         Change in
                                                                                       Pension Value
                                                                                      and Nonqualified
   Name and                                                            Non-Equity        Deferred
  Principal                                     Stock      Option    Incentive Plan    Compensation      All Other
   Position     Year   Salary($)   Bonus($)   Awards($)   Award($)   Compensation($)    Earnings($)   Compensation($)  Total($)
   --------     ----   ---------   --------   ---------   --------   ---------------    -----------   ---------------  --------
<S>            <C>     <C>        <C>        <C>         <C>         <C>               <C>            <C>              <C>
William Tay     2005     $-0-        $-0-       $-0-       $-0-          $-0-               $-0-           $-0-          $-0-
                2004     $-0-        $-0-       $-0-       $-0-          $-0-               $-0-           $-0-          $-0-
</TABLE>

The Company has no other Executive  Compensation  issues which would require the
inclusion of other mandated table disclosures.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this Annual Report, the number
of  shares  of  Common  Stock  owned of record  and  beneficially  by  executive
officers,  directors and persons who hold 5% or more of the  outstanding  Common
Stock  of the  Company.  Also  included  are the  shares  held by all  executive
officers and directors as a group.

Name And Address                Number of Shares   % of Class Beneficially Owned
----------------                ----------------   -----------------------------

William Tay                        11,648,000                  100%
PO Box 42198
Philadelphia, PA 19101

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

                                       24
<PAGE>
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  February  23,  2005,  the  Company,  sold a total of  11,500,000  shares  of
restricted,  unregistered  common stock to William  Tay,  for gross  proceeds of
$11,500.  The Company relied upon Section 4(2) of The Securities Act of 1933, as
amended,  for an exemption from  registration of these shares and no underwriter
was used in this transaction.

Mr. Tay was  concurrently  elected  President,  Secretary  and  Director  of the
Company.

ITEM 13 - EXHIBITS

 Exhibit
 Number
 ------
  3i.1     Articles of Incorporation (*)
  3i.2     Articles of Merger (*)
  3.2      By-Laws (*)
  31.1     Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
  31.2     Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
  32.1     Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
  32.2     Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

----------
(*)  Incorporated by reference to the Company's  Registration  Statement on Form
     10-SB filed on September 16, 2004.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The  Company  paid or accrued  the  following  fees in the fiscal year and ended
December 31, 2005 to its principal  accountant,  Lake &  Associates,  CPA's Boca
Raton, Florida.

                                     Year ended
                                     December 31,
                                        2005
                                      --------

     1.  Audit fees
     2.  Audit-related fees           $     --
     3.  Tax fees                           --
     4.  All other fees                     --
                                      --------

           Totals                     $     --
                                      ========

We have considered whether the provision of any non-audit services, currently or
in the future,  is  compatible  with Lake &  Associates  CPA's  maintaining  its
independence  and have  determined  that these services do not compromise  their
independence.

Financial Information System Design and Implementation:  Lake & Associates CPA's
did not charge the Company any fees for financial  information system design and
implementation fees.

                                       25
<PAGE>
The  Company  has no  formal  audit  committee.  However,  the  entire  Board of
Directors (Board) is the Company's  defacto audit committee.  In discharging its
oversight  responsibility  as to the audit process,  the Board obtained from the
independent  auditors a formal written  statement  describing all  relationships
between  the  auditors  and  the  Company  that  might  bear  on  the  auditors'
independence  as  required  by  Independence  Standards  Board  Standard  No. 1,
"INDEPENDENCE  DISCUSSIONS WITH AUDIT  COMMITTEES." The Board discussed with the
auditors any  relationships  that may impact their objectivity and independence,
including fees for non-audit services,  and satisfied itself as to the auditors'
independence.  The Board also discussed with management,  the internal  auditors
and the independent  auditors the quality and adequacy of the Company's internal
controls.

The Company's principal accountant, Lake & Associates, CPA's, did not engage any
other  persons  or  firms  other  than  the  principal  accountant's  full-time,
permanent employees.

                                       26
<PAGE>
                                   SIGNATURES

In accord with Section 13 or 15(d) of the  Securities  Act of 1933,  as amended,
the Company  caused  this report to be signed on its behalf by the  undersigned,
thereto duly authorized.

                                                 HIGHRIVER ACQUISITION CORP.


Dated: June 14, 2007                             /s/ Brian Kawamura
                                                 -------------------------------
                                                                  Brian Kawamura
                                                         President, and Director


                                                 /s/ Thomas W. Schlosser
                                                 -------------------------------
                                                             Thomas W. Schlosser
                                                         Chief Financial Officer

In accordance with the Securities Exchange Act of 1934, as amended,  this report
has been signed below by the  following  persons on behalf of the Company and in
the capacities and on the date as indicated.


Dated: June 14, 2007                             /s/ Brian Kawamura
                                                 -------------------------------
                                                                  Brian Kawamura
                                                         President, and Director


                                                 /s/ Thomas W. Schlosser
                                                 -------------------------------
                                                             Thomas W. Schlosser
                                                         Chief Financial Officer

                                       27
<PAGE>
                                                 [LAKE & ASSOCIATES, CPS'S LOGO]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Highriver Acquisition Corp.

We have audited the accompanying balance sheet of Highriver Acquisition Corp. (a
development stage enterprise)(the "Company") as of December 31, 2005 and related
statements of operations,  stockholders'  deficit, and cash flows for the period
July 27, 2004 (inception) thru December 31, 2005. These financial statements are
the responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Highriver   Acquisition
Corporation (a Delaware  corporation) as of December 31, 2005 and the results of
its operations and its cash flows for the period July 27, 2004  (inception) thru
December 31, 2005, in conformity with accounting  principles  generally accepted
in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  As discussed  further in Note J, the
Company has been in the  development  stage since its inception  (July 27, 2004)
and continues to incur significant  losses. The Company's viability is dependent
upon its  ability  to obtain  future  financing  and the  success  of its future
operations. These factors raise substantial doubt as to the Company's ability to
continue as a going  concern.  Management's  plan in regard to these  matters is
also  described  in  Note  3.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.



/s/ Lake & Associates, CPA's LLC
-----------------------------------
Lake & Associates, CPA's LLC
Boca Raton, Florida
May 8, 2007


                                                         225 NE MIZNER BLVD #300
                                                       Boca Raton, Florida 33432
                                                             Phone: 561.982.9874
                                                               Fax: 561.982.7985

                                      F-1
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A Development Stage Company)
                                  BALANCE SHEET
                             As of December 31, 2005


                                                                         2005
                                                                       --------

                                     ASSETS
CURRENTS ASSETS
  Cash                                                                 $     --
                                                                       --------

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


                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accrued Expenses                                                     $    800
                                                                       --------
      TOTAL CURRENT LIABILITIES                                             800

TOTAL LIABILITIES                                                      $    800
                                                                       --------

STOCKHOLDERS' EQUITY
  Preferred Stock( 20,000,000 shares authorized: Par value .001:
   no shares issued and outstanding)                                         --
  Common Stock (100,000,000 shares authorized;Par value .001;
   11,648,000 shares issued; 11,648,000 shares outstanding)              11,648
  Retained Deficit                                                      (12,448)
                                                                       --------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                 (800)

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



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

                                      F-2
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
         For the Period July 27, 2004 (inception) thru December 31, 2005


<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                  Amount from
                                                   For the Period         For the Period         July 27, 2004
                                                       Ended                  Ended             (inception) to
                                                    December 31,           December 31,           December 31,
                                                        2005                   2004                   2005
                                                    ------------           ------------           ------------
<S>                                                 <C>                    <C>                    <C>
REVENUES
  Sales                                             $         --           $         --           $         --

OPERATING EXPENSES
  Administrative and General                              11,500                    948                 12,448
                                                    ------------           ------------           ------------
      TOTAL OPERATING EXPENSES                            11,500                    948                 12,448

NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES          (11,500)                  (948)               (12,448)

PROVISION FOR INCOME TAXES                                    --                     --                     --
                                                    ------------           ------------           ------------

NET INCOME (LOSS)                                   $    (11,500)          $       (948)               (12,448)
                                                    ============           ============           ============


INCOME (LOSS) PER SHARE (Basic and Diluted)               (0.001)                 (0.01)                (0.001)

WEIGHTED AVERAGE SHARES OUTSTANDING                    9,798,630                148,000             11,648,000
</TABLE>


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

                                      F-3
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
         For the Period July 27, 2004 (inception) thru December 31, 2005

<TABLE>
<CAPTION>
                                              Common Stock          Additional     Retained            Total
Par Value of $0.001                      ---------------------        Paid-in      Earnings        Stockholders'
                                         Shares         Amount        Capital      (Deficit)          Equity
                                         ------         ------        -------      ---------          ------
<S>                                     <C>          <C>            <C>          <C>               <C>
Shares issued to founder for
organization cost on July 27, 2004        148,000      $    148       $    --      $       --        $     148

Net Income (Loss) for the Year                 --            --            --            (948)            (948)
                                       ----------      --------       -------      ----------        ---------

Balances, December 31, 2004               148,000      $    148       $    --      $     (948)       $    (800)
                                       ----------      --------       -------      ----------        ---------

Issuance of stock for services         11,500,000        11,500            --              --           11,500

Net Income (Loss) for the Year                 --            --            --         (11,500)         (11,500)
                                       ----------      --------       -------      ----------        ---------

Balances, December 31, 2005            11,648,000      $ 11,648       $    --      $  (12,448)       $    (800)
                                       ==========      ========       =======      ==========        =========
</TABLE>


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

                                      F-4
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
         For the Period July 27, 2004 (inception) thru December 31, 2005



<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                  Amount from
                                                           For the Period     For the Period     July 27, 2004
                                                               Ended              Ended         (inception) to
                                                            December 31,       December 31,       December 31,
                                                                2005               2004               2005
                                                              --------           --------           --------
<S>                                                         <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income (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 USED IN OPERATING ACTIVITIES                               --                 --                 --
                                                              --------           --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES                                --                 --                 --
                                                              --------           --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES                                --                 --                 --
                                                              --------           --------           --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                --                 --                 --
                                                              --------           --------           --------

CASH AND CASH EQUIVALENTS
  Beginning of Year                                                 --                 --                 --
                                                              --------           --------           --------

  End of Year                                                 $     --           $     --           $     --
                                                              ========           ========           ========
</TABLE>


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

                                      F-5
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
            FROM INCEPTION (JULY 27, 2004) THROUGH DECEMBER 31, 2005


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.

C. Cash Equivalents

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

                                      F-6
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
            FROM INCEPTION (JULY 27, 2004) THROUGH DECEMBER 31, 2005


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.

     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

     On December 17, 2003, the SEC issued Staff Accounting  Bulletin ("SAB") No.
104, "Revenue  Recognition," which supercedes SAB No. 101, "Revenue  Recognition
in Financial Statements." SAB No. 104's primary purpose is to rescind accounting
guidance   contained  in  SAB  No.  101  related  to  multiple  element  revenue
arrangements,  superceded as a result of the issuance of EITF 00-21, "Accounting
for Revenue Arrangements with Multiple Deliverables." Additionally,  SAB No. 104
rescinds  the "Revenue  Recognition  in Financial  Statements  Frequently  Asked
Questions  and Answers"  issued with SAB No. 101 that had been codified in Staff
Accounting Bulletin Topic 13, "Revenue Recognition." The adoption of SAB No. 104
did not have any  impact on our  financial  position,  cash  flows or results of
operations.

     In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-based
Payment" that will require the company to expense  costs related to  share-based
payment  transactions with employees.  With limited exceptions,  SFAS No. 123(R)
requires  that the fair value of  share-based  payments to employees be expensed
over the period service is received. SFAS No. 123(R) becomes mandatory effective
for the  company on July 1, 2005.  The company  intends to adopt this  standard.
SFAS No. 123(R)  allows the use of both closed form models (e.g.,  Black-Scholes
Model) and open form models (e.g.,  lattice models) to measure the fair value of
the share-based payment as long as that model is capable of incorporating all of

                                      F-7
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
            FROM INCEPTION (JULY 27, 2004) THROUGH DECEMBER 31, 2005


the substantive characteristics unique to share-based awards. In accordance with
the transition  provisions of SFAS No. 123(R),  the expense  attributable  to an
award will be measured in  accordance  with the Company's  measurement  model at
that award's date of grant.

     In December 2004,  the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
Assets,  an amendment of APB Opinion No. 29"  effective  for  nonmonetary  asset
exchanges  occurring in the fiscal year beginning  January 1, 2006. SFAS No. 153
requires  that  exchanges of  productive  assets be accounted  for at fair value
unless fair value  cannot be  reasonably  determined  or the  transaction  lacks
commercial substance.  SFAS No. 153 is not expected to have a material effect on
the Company's Consolidated Financial Statements.

     In March,  2005,  the FASB  issued  FASB  Interpretation  ("FIN")  No.  47,
"Accounting for Conditional  Asset Retirement  Obligations-an  Interpretation of
FASB  Statement  No. 143" ("FIN No.  47").  FIN No. 47  clarifies  the timing of
liability recognition for legal obligations  associated with the retirement of a
tangible  long-lived  asset  when the timing  and/or  method of  settlement  are
conditional  on a future  event.  FIN No. 47 is  effective  for us no later than
December 31, 2005.  We do not expect that the adoption of FIN No. 47 will have a
material impact on our financial condition or results of operations.

     In May, 2005, the FASB issued SFAS No. 154,  "Accounting  Changes and Error
Corrections,  a replacement  of APB No. 20 and FASB  Statement No. 3" ("SFAS No.
154").  SFAS No.  154  requires  retrospective  application  to  prior  periods'
financial  statements of a voluntary change in accounting principle unless it is
impracticable.  APB Opinion No. 20 "Accounting Changes" previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting principle.  This statement is effective for our Company as of January
1, 2006.

     In February 2006, FASB issued SFAS No. 155,  "Accounting for Certain Hybrid
Financial  Instruments".  SFAS  No.  155  amends  SFAS No 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and SFAF No. 140, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities".  SFAS No. 155,  permits fair value  re-measurement  for any hybrid
financial  instrument that contains an embedded  derivative that otherwise would
require  bifurcation,  clarifies which  interest-only  strips and principal-only
strips are not  subject  to the  requirements  of SFAS No.  133,  establishes  a
requirement  to evaluate  interest in securitized  financial  assets to identify
interests  that  are  freestanding  derivatives  or that  are  hybrid  financial
instruments  that  contain an  embedded  derivative  requiring  bifurcation.  It
clarifies that  concentrations  of credit risk in the form of subordination  are
not embedded  derivatives,  and amends SFAS No. 140 to eliminate the prohibition
on the  qualifying  special-purpose  entity from holding a derivative  financial
instrument that pertains to a beneficial  interest other than another derivative

                                      F-8
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
            FROM INCEPTION (JULY 27, 2004) THROUGH DECEMBER 31, 2005


financial instrument.  This statement is effective for all financial instruments
acquired or issued after the beginning of the  Company's  first fiscal year that
begins after September 15, 2006. The adoption of SFAS No. 155 is not expected to
have a material  impact on the  Company's  results of  operations  or  financial
position.

     In June  2006,  the FASB  issued  Interpretation  No. 48,  "Accounting  for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN
48") which prescribes a recognition threshold and measurement attribute, as well
as criteria for subsequently recognizing,  derecognizing and measuring uncertain
tax positions for financial  statement  purposes.  FIN 48 also requires expanded
disclosure with respect to the uncertainty in income tax assets and liabilities.
FIN 48 is effective for fiscal years  beginning  after December 15, 2006,  which
will be the Company's  calendar year 2007, and is required to be recognized as a
change  in  accounting  principle  through  a  cumulative-effect  adjustment  to
retained  earnings as of the beginning of the year of adoption.  The adoption of
FIN 48 is not expected to have a material  impact on the Company's  consolidated
results of operations or financial position.

     In June 2006, the Financial  Accounting  Standards Board ("FASB")  ratified
the provisions of Emerging Issues Task Force ("EITF") Issue No. 06-3, "How Taxes
Collected  from  Customers and Remitted to  Governmental  Authorities  Should Be
Presented in the Income  Statement  (That Is,  Gross versus Net  Presentation)".
EITF  Issue  No.  06-3   requires   that  the   presentation   of  taxes  within
revenue-producing  transactions  between a seller and a customer,  including but
not limited to sales,  use,  value added,  and some excise  taxes,  should be on
either a gross  (included in revenue and cost) or a net (excluded  from revenue)
basis.  In addition,  for any such taxes that are  reported on a gross basis,  a
company  should  disclose  the  amounts  of those  taxes in  interim  and annual
financial  statements for each period for which an income statement is presented
if those amounts are  significant.  The disclosure of those taxes can be done on
an aggregate basis.  EITF Issue No. 06-3 is effective for fiscal years beginning
after  December 15, 2006,  which will be the Company's  calendar year 2007.  The
adoption of EITF Issue No. 06-3 is not expected to have a material impact on the
Company's results of operations or financial position.

     In September  2006,  the Securities  and Exchange  Commission  issued Staff
Accounting  Bulletin No.108 ("SAB No. 108"),  "Considering  the Effects of Prior
Year Misstatements  when Quantifying  Current Year  Misstatements".  SAB No. 108
requires  analysis of misstatements  using both an income  statement  (rollover)
approach and a balance sheet (iron  curtain)  approach in assessing  materiality
and provides for a one-time cumulative effect transition adjustment. SAB No. 108
is effective for the fiscal year  beginning  November 15, 2006.  The adoption of
SAB No. 108 is not expected to have a material  impact on the Company's  results
of operations or financial position.

                                      F-9
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
            FROM INCEPTION (JULY 27, 2004) THROUGH DECEMBER 31, 2005


     In March 2006,  the FASB issued SFAS No. 156.  This  Statement  amends FASB
Statement No. 140,  Accounting  for Transfers and Servicing of Financial  Assets
and  Extinguishments  of  Liabilities,   with  respect  to  the  accounting  for
separately recognized servicing assets and servicing liabilities. This Statement
is  effective  as of the  beginning  of its first  fiscal year that begins after
September 15, 2006. An entity should apply the  requirements for recognition and
initial measurement of servicing assets and servicing liabilities  prospectively
to all transactions after the effective date of this Statement.

     In September 2006, the FASB issued SFAS No. 157 and No. 158.  Statement No.
157 defines fair value,  establishes  a framework  for  measuring  fair value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair  value   measurements.   This  Statement  applies  under  other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those accounting  pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice.

     Statement No. 158 is an amendment of FASB  Statements  No. 87, 88, 106, and
132(R).  It improves  financial  reporting by requiring an employer to recognize
the over funded or under funded status of a defined benefit  postretirement plan
(other than a multi-employer  plan) as an asset or liability in its statement of
financial position and to recognize changes in that funded status in the year in
which the changes occur  through  comprehensive  income of a business  entity or
changes  in  unrestricted  net  assets of a  not-for-profit  organization.  This
Statement also improves financial  reporting by requiring an employer to measure
the  funded  status  of a plan  as of the  date  of its  year-end  statement  of
financial position, with limited exceptions.

     The Company  does not expect  application  of SFAS No. 156,  157 and 158 to
have a material effect on its financial statements.

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
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

                                      F-10
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
            FROM INCEPTION (JULY 27, 2004) THROUGH DECEMBER 31, 2005


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 July 27, 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 fund 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.

NOTE 5 SUBSEQUENT EVENTS

     On December 14, 2006 The Company merged with Terra Firma Technologies, Inc.
The shareholders of Terra Firma Technologies,  Inc. exchanged shares on a 1 to 1
basis. Since Highriver  Acquisition Corp. was considered a shell company with no
operations or assets,  the transaction  was accounted as a reverse  merger.  The
financial  statements presented are the historical financial statements of Terra
Firma Technologies, Inc. with the equity restated to reflect the recapitization.
A total of 11,415,838  shares of Terra Firma  Technologies,  Inc. were exchanged
for 11,415,838 shares of Highriver Acquisition Corp.

                                      F-11