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

FORM 10-KSB

(Mark One)

x Annual Report Under
  Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the fiscal year ended August 31, 2005

 ̈ Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
  For the transition period from _____________ to _____________

COMMISSION FILE NUMBER000-51306

SOUTHRIDGE ENTERPRISES INC.(Name of small business
issuer in its charter)

|NEVADA                                                         | 98-0435537                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

|50 Caldwell Court N.W.                   |           
|---------------------------------------- | ----------
|Edmonton, Alberta, Canada T6M 2X4        | T6M 2X4   
|(Address of principal executive offices) | (Zip Code)

(780) 481-0109Issuer's telephone number

Securities registered under Section 12(b) of the Exchange Act:
NONE.

Securities registered under Section 12(g) of the Exchange
Act:

COMMON STOCK, $0.001 PAR VALUE PER SHARE.

Check whether the issuer is not required to file reports pursuant
  to Section 13 or 15(d) of the Exchange Act.

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

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. x

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

Revenues for the fiscal year ended August 31, 2005 were:
$Nil.

The aggregate value of the voting stock held by non-affiliates
of the registrant, computed on the basis of the most recent sale price of the
registrants common stock was $86,700.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. As of December
14, 2005, the Issuer had outstanding 10,335,000Shares of Common
Stock.

Transitional Small Business Disclosure Format (Check one): Yes
   ̈ No x

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TABLE OF CONTENTS

|              |                                                                                                                        | PAGE
|------------- | ---------------------------------------------------------------------------------------------------------------------- | ----
|              |                                                                                                                        |     
|PART I        |                                                                                                                        |     
|              |                                                                                                                        |     
|Item
      1. | Description
      of Business.                                                                                         | 5   
|Item
      2. | Description
      of Property.                                                                                         | 9   
|Item
      3. | Legal
      Proceedings.                                                                                               | 12  
|Item
      4. | Submission
      of Matters to a Vote of Security Holders.                                                             | 12  
|              |                                                                                                                        |     
|PART II       |                                                                                                                        |     
|              |                                                                                                                        |     
|Item
      5. | Market
      for Common Equity and Related Stockholder Matters.                                                        | 13  
|Item
      6. | Managements
      Discussion and Analysis or Plan of Operation.                                                       | 14  
|Item 7.       | Financial Statements.                                                                                                  | 20  
|Item 8.       | Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure.                            | 21  
|
|Item 8A.      | Controls and Procedures.                                                                                               | 21  
|Item 8B.      | Other Information.                                                                                                     | 21  
|              |                                                                                                                        |     
|PART III      |                                                                                                                        |     
|              |                                                                                                                        |     
|Item 9.       | Directors, Executive Officers, Promoters And Control Persons;
      Compliance with Section 16(a) of the Exchange Act. | 22  
|
|Item 10.      | Executive Compensation.                                                                                                | 23  
|Item 11.      | Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters.                  | 24  
|
|Item 12.      | Certain Relationships and Related Transactions.                                                                        | 25  
|Item 13.      | Exhibits.                                                                                                              | 26  
|Item 14.      | Principal Accountant Fees and Services.                                                                                | 26  
|              |                                                                                                                        |     
|SIGNATURES    |                                                                                                                        | 27  

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GLOSSARY OF TECHNICAL TERMS

The following defined technical terms are used in this Annual
Report:

Alkaline
      A metal in groups
        1A of the periodic table.Assay
      A chemical test performed on a sample of ores or minerals to
        determine the amount of valuable metals contained.Batholith
      An intrusion, usually granitic, which has a large exposed surface
        area and no observable bottom. Usually associated with orogenic belts.Cenozoic era
      An era spanning 65 million to 3 million years before the present
        time. Includes the Paleogene and Neogene Periods.Comagmatic
      Said of igneous rocks that have a common set of chemical and
        mineralogic features and thus are regarded as having been derived from
        a common parent magma.Diamond drill(ing)
      A rotary type of rock drill in which the cutting is done by
        abrasion rather than percussion. The cutting bit is set with diamonds
        and is attached to the end of long hollow rods through which water or
        other fluid is pumped to the cutting face as a lubricant. The drill cuts
        a core of rock that is recovered in long cylindrical sections, two centimetres
        or more in diameter.Fault
      A break in the Earths crust caused by tectonic forces
        which have moved the rock on one side with respect to the other; faults
        may extend many kilometres, or be only a few centimetres in length; similarly,
        the movement or  displacement along the fault may vary widely.Feldspar
      A group of rock-forming
        minerals.Fracture
      A break in the rock, the opening of which affords the opportunity
        for entry of mineral-bearing solutions. A cross fracture is
        a minor break extending at more-or-less right angles to the direction
        of the principal fractures.Igneous
      A type of rock which has been formed by the consolidation of
        magma, a molten substance from the earths core.Intermontane belt
      A region of low topographic and structural relief with mainly
        subgreenschist metamorphic grade rocks exposed across its entire width.Intrusive
      A body of igneous rock formed by the consolidation of magma
        intruded into other rocks, in contrast to lavas, which are extruded upon
        the surface.Iron mask batholith
      A subvolcanic multiple intrusion which is comagmatic and coeval
        with the Nicola Rocks.Jurassic
      Second Period of Mesozoic Era. Covered span of time between
        190  135 million years before the present time.Mesozoic
      One of the eras of geologic time. It includes the Triassic,
        Jurassic and Cretaceous periods.Mineralization
      The concentration of metals and their chemical compounds within
        a body of rock.


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Nicola group
      A thick, late Triassic
        volcanic assemblage hosting mineral occurrences.Neogene
      Second Period in the Cenozoic Era. Saw North and South Americas
        connected.Ore
      A mixture of minerals and gangue from which at least one metal
        can be extracted at a profit.Paleogene
      First Period in Cenozioc
        Era.Paleozoic
      Rocks that were laid down during the Paleozoic Era (between
        67 and 507 million years before the present time).Plugs
      A common name for
        a small offshoot from a larger batholith.Pluton
      Body of rock exposed
        after solidification at great depth.Quartz
      A mineral whose composition
        is silicon dioxide. A crystalline form of silica.Reserve
      For the purposes of this prospectus: that part of a mineral deposit
      which could be economically and legally extracted or produced at the time
      of the  reserve determination. Reserves consist of:
      (1) Proven (Measured) Reserves.Reserves for which: (a) quantity
      is computed from dimensions revealed in outcrops, trenches, workings or
      drill holes; grade and/or quality are computed from the results of
      detailed sampling; and (b) the sites for inspection, sampling and
      measurement are spaced so closely and the geologic character is so well
      defined that size, shape, depth and mineral content of reserves are
      well-established.
      (2) Probable (Indicated) Reserves.Reserves for which quantity
      and grade and/or quality are computed from information similar to that
      used for proven (measured) reserves, but the sites for inspection,
      sampling and measurement are farther apart or are otherwise less
      adequately spaced. The degree of assurance, although lower than that for
      proven (measured) reserves, is high enough to assume continuity between
      points of observation.Sedimentary
      A type of rock which has been created by the deposition of
        solids from a liquid.Structural
      Pertaining to geologic
        structure.Tectonics
      Dealing with broad architecture of the outer part of the Earth
        (i.e. regional assembling of structural or deformational features).Tertiary
      The first period of
        the Cenozoic Era.Triassic
      The system of strata that was deposited between 210 and 250
        million years before the present time.Vein
      An occurrence of ore with an irregular development in length,
        width and  depth usually from an intrusion of igneous rock.Volcanics
      Volcanically formed
        rocks.


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PART I

Certain statements contained in this Annual Report on Form
10-KSB constitute "forward-looking statements". These statements, identified by
words such as plan, "anticipate", "believe", "estimate", "should," "expect"
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
"Management's Discussion and Analysis or Plan of Operation" and elsewhere in
this Form 10-KSB. We advise you to carefully review the reports and documents we
file from time to time with the Securities and Exchange Commission (the SEC),
particularly our quarterly reports on Form 10-QSB and our current reports on
Form 8-K.

As used in this Annual Report, the terms "we", "us", "our", the
Company, and Southridge Enterprises mean Southridge Enterprises Inc., unless
otherwise indicated.

ITEM 1. DESCRIPTION OF BUSINESS.

In General

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We acquired a 100% undivided interest in
two mineral claims known as the "Hilltop Claims, comprised of a two unit grid
claim block located on the north shore of Kamloops Lake in south-central British
Columbia, Canada. Title to our mineral claims is held by our wholly owned
subsidiary, Southridge Exploration Inc., the registered owner of the Hilltop
Claims. Our plan of operation is to conduct mineral exploration activities on
the Hilltop Claims in order to assess whether they possess commercially
exploitable mineral deposits of copper and gold.

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that a commercially viable mineral deposit
exists on our mineral claims or that we will discover commercially exploitable
levels of mineral resources on our properties, or if such deposits are
discovered, that we will enter into further substantial exploration programs.
Further exploration is required before a final evaluation as to the economic and
legal feasibility is required to determine whether our mineral claims possess
commercially exploitable mineral deposits of copper and gold. See Item 2.
Managements Discussion and Analysis or Plan of Operation  Plan of
Operation.

Recommendations of Geological Report and the Geological
Exploration Program

We engaged W.G. Timmins, P.Eng., to prepare a geological
evaluation report on the Hilltop Claims. Mr. Timmins is a consulting
professional engineer in the Geological Section of the Association of
Professional Engineers and Geoscientists of the Province of British Columbia,
Canada.

The work completed by Mr. Timmins in preparing the geological
report consisted of the review of geological data from previous exploration. The
acquisition of this data involved the research and investigation of historic
files to locate and retrieve data information acquired by previous exploration
companies in the area of the mineral claims. The work involved in this data
acquisition included report reproduction and compilation of pre-existing
information.

We received the geological evaluation report on the Hilltop
Claims entitled "Report on the Hilltop Claims" prepared by Mr. Timmins on August
10, 2004. The geological report summarizes the results of the history of the
exploration of the mineral claims, the regional and local geology of the mineral
claims and the mineralization and the geological formations identified as a
result of the prior exploration. The geological report also gives conclusions
regarding potential mineralization of the mineral claims and recommends a
further geological exploration program on the mineral claims.

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In his geological report, Mr. Timmins, recommended that a three
phase exploration program, at an approximate cost of $60,200, be undertaken on
the property to assess its potential to host copper and gold mineralization,
with a fourth phase of diamond drilling and/or mechanical trenching subject to
positive results from earlier exploratory work. The four phase program consists
of the following:

Phase
      Exploration
        Program
      Status
      CostPhase I
      Confirmation of past results by blast trenching
        and sampling and relocation of mineralized zones and structural features.
      Completed.
      $4,800Phase II
      Compilation and correlation of all data and reconnaissance
        soil geochemical sampling and geological mapping.
      Completed in November, 2005.
      $5,400Phase III
      Detailed rock and soil sampling and electromagnetic
        and magnetometer surveys prior to the fourth phase of diamond drilling
        selected targets.
      To be completed in mid 2005 to early 2006 based
        on results of Phase II.
      $5,000Phase IV
      Subject to positive results from the previous phases,
        mechanical trenching and/or diamond drilling.
      To be completed in mid 2006 based on results of
        Phase III.
      $45,000TOTAL
      $60,200


Phase I of our exploration program was completed in early
September, 2004 and we received a report on Phase I from our consulting
geologist containing his conclusions on the results of Phase I on October 29,
2004. The Phase I exploratory program was conducted over a period of three days
and consisted of confirmation of past results by blast trenching and sampling
and relocation of mineralized zones and structural features. The second phase
consisting of compilation and correlation of all data and reconnaissance soil
geochemical sampling and geological mapping was completed in November, 2005. We
are presently awaiting a final report on the results of phase II including final
assay results. As of December 14, 2005 we have expended $10,200 on exploration
of our mineral claims.

The phased program of exploration activities is intended to
generate and prioritize targets to test by trenching or drilling. The initial
exploration activities on the Hilltop Claims (grid establishment, geological
mapping, soil sampling, geophysical surveys) do not involve ground disturbance
and as a result do not require a work permit. Any follow-up trenching and/or
drilling will require permits, applications for which will be submitted well in
advance of the planned work.

Our cash on hand as of December 14, 2005 is $10,170. We have
sufficient cash on hand to pay the costs of Phase III of our proposed
exploration program. However, we may require additional financing in order to
proceed with any additional work beyond Phase III of our exploration program. We
presently do not have any arrangements for additional financing for exploration
work beyond Phase III of our exploration program, and no potential lines of
credit or sources of financing are currently available for the purpose of
proceeding with exploration work beyond Phase III of our exploration program.
The purpose of undertaking the geological review is to determine if there is
sufficient indication of mineralization to warrant additional exploration.
Positive results at each stage of the exploration program would be required to
justify continuing with the next stage. Such positive results would include the
identification of the zones of mineralization.

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Compliance with Government Regulation

We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in the Province of British Columbia. The main agency
that governs the exploration of minerals in the Province of British Columbia,
Canada, is the Ministry of Energy and Mines.

The Ministry of Energy and Mines manages the development of
British Columbia's mineral resources, and implements policies and programs
respecting their development while protecting the environment. In addition, the
Ministry regulates and inspects the exploration and mineral production
industries in British Columbia to protect workers, the public and the
environment.

The material legislation applicable to us is the Mineral Tenure
Act, administered by the Mineral Titles Branch of the Ministry of Energy and
Mines, and the Mines Act, as well as the Health, Safety and Reclamation Code and
the Mineral Exploration Code.

The Mineral Tenure Act and its regulations govern the
procedures involved in the location, recording and maintenance of mineral titles
in British Columbia. The Mineral Tenure Act also governs the issuance of leases
which are long term entitlements to minerals.

All mineral exploration activities carried out on a mineral
claim or mining lease in British Columbia must be in compliance with the Mines
Act. The Mines Act applies to all mines during exploration, development,
construction, production, closure, reclamation and abandonment. It outlines the
powers of the Chief Inspector of Mines, to inspect mines, the procedures for
obtaining permits to commence work in, on or about a mine and other procedures
to be observed at a mine. Additionally, the provisions of the Health, Safety and
Reclamation Code for mines in British Columbia contain standards for employment,
occupational health and safety, accident investigation, work place conditions,
protective equipment, training programs, and site supervision. Also, the Mineral
Exploration Code contains standards for exploration activities including
construction and maintenance, site preparation, drilling, trenching and work in
and about a water body.

Additional approvals and authorizations may be required from
other government agencies, depending upon the nature and scope of the proposed
exploration program. If the exploration activities require the falling of
timber, then either a free use permit or a license to cut must be issued by the
Ministry of Forests. Items such as waste approvals may be required from the
Ministry of Environment, Lands and Parks if the proposed exploration activities
are significantly large enough to warrant them. Waste approvals refer to the
disposal of rock materials removed from the earth which must be reclaimed. An
environmental impact statement may be required.

We have completed Phase I of the work program. The first phase
consisted of rock sampling and an assessment of areas previously reported to
have potential mineralization. The second phase consisting of compilation and
correlation of all data and reconnaissance soil geochemical sampling and
geological mapping was completed in November, 2005. We are presently awaiting a
final report on the results of phase II including final assay results.

We have not budgeted for regulatory compliance costs in the
proposed work program recommended by the geological report. British Columbia law
requires that a holder of title to mineral claims must spend at least $77 per
mineral claim unit per year in order to keep the property in good standing,
which we have done. We will also have to sustain the cost of reclamation and
environmental remediation for all exploration work undertaken. Both reclamation
and environmental remediation refer to putting disturbed ground back as close to
its original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to its natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or on us in the event a potentially economic
deposit is discovered.

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Prior to undertaking mineral exploration activities, we must
make application under the British Columbia Mines Act for a permit, if we
anticipate disturbing land. A permit is issued within 45 days of a complete and
satisfactory application. We do not anticipate any difficulties in obtaining a
permit, if needed. The initial exploration activities on the Hilltop Claims
(grid establishment, geological mapping, soil sampling, geophysical surveys) do
not involve ground disturbance and as a result do not require a work permit. Any
follow-up trenching and/or drilling will require permits, applications for which
will be submitted well in advance of the planned work.

If we enter the production phase, the cost of complying with
permit and regulatory environment laws will be greater because the impact on the
project area is greater. Permits and regulations will control all aspects of the
production program if the project continues to that stage. Examples of
regulatory requirements include:

- Water discharge will have to meet drinking water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
  re-vegetated with natural vegetation;
- An assessment of all material to be left on the surface will need to be
  environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and if
  deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna and
  flora including a study of potentially endangered species.

Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than us. Accordingly, these competitors may be able to spend
greater amounts on acquisitions of mineral properties of merit, on exploration
of their mineral properties and on development of their mineral properties. In
addition, they may be able to afford greater geological expertise in the
targeting and exploration of mineral properties. This competition could result
in competitors having mineral properties of greater quality and interest to
prospective investors who may finance additional exploration and development.
This competition could adversely impact on our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

Employees

We have no employees as of the date of this annual report other
  than our sole officer. We conduct our business largely through agreements with
  consultants and arms-length third parties.

Research and Development Expenditures

We have not incurred any research or development expenditures
since our incorporation.

Subsidiaries

Southridge Exploration Inc., a British Columbia corporation, is
our sole wholly owned subsidiary.

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Patents and Trademarks

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 2. DESCRIPTION OF PROPERTY.

We currently do not own any physical property or own or lease
any real property. We rent approximately 160 square feet of office space located
at the home of our sole director and officer Vernon Samaroo at 50 Caldwell Court
N.W., Edmonton, Alberta, Canada T6M 2X4. This rental is at no cost to us and is
on a month to month basis without a formal agreement.

Our month-to-month rental arrangements will allow us
flexibility in moving if we employ more personnel, however, we believe these
facilities are adequate in size to handle all of our current operations for the
foreseeable future.

Acquisition Of The Hilltop Claims

We purchased the Hilltop Claims property in an arms-length
transaction from Larry Sostad for cash consideration of $3,000 pursuant to a
purchase agreement dated May 17, 2004. We assigned all of our interest in the
Hilltop Claims to our subsidiary Southridge Exploration Inc. (the BC
Subsidiary) pursuant to an assignment agreement with our BC Subsidiary dated
July 19, 2004.

Description Of Property And Location Of Hilltop Mineral
Claims

The Hilltop Claims property is comprised of two mineral claims
with a total area of approximately 110 acres, located on the north shore of
Kamloops Lake in south-central British Columbia, Canada, see Figure 1
below.

We obtained information on the area from the British Columbia
Department of Mines and Geological Consultants in 2004. We believed the timing
was opportune at that time to obtain this property at the price paid. The
Hilltop Claims are recorded with the Ministry of Energy and Mines, Province of
British Columbia, Canada under the following name, tag and tenure numbers:

|Name of Mineral
      Claim | Tag
      Number | Tenure
      Number | Expiry
      Date
|--------------------------- | ---------------- | ------------------- | -----------------
|HILLTOP 1                   | 700347M          | 409257              | March 20, 2006   
|HILLTOP 2                   | 700348M          | 409258              | March 20, 2006   

Title to the property is held in the name of our subsidiary.
The Province of British Columbia owns the land covered by the mineral claims. To
our knowledge, there are no aboriginal land claims that might affect our title
to our mineral claims or the Provinces title of the property. There is no
viable way for us to determine what claims, if any, certain aboriginal groups
may make.

In order to maintain our mineral claims in good standing, we
must complete exploration work on the mineral claims and file confirmation of
the completion of work on the mineral claims with the applicable mining
recording office of the British Columbia Ministry of Energy and Mines. The
completion of mineral exploration work or payment in lieu of exploration work in
any year will extend the existence of our mineral claims for one additional
year. As our mineral claims are effective until March 20, 2006, we must file
confirmation of the completion of exploration work in the minimum amount of
approximately $77 per unit or make a payment in lieu or exploration work in the
minimum amount by March 20, 2006. The fee amount increases from approximately
$77 per unit, per year in the first three years to approximately $154 per unit,
per year afterwards, up to ten years. The Hilltop Claims are two units in size,
therefore the work requirement for the next year is $154. If we fail to complete
the minimum required amount of exploration work or fail to make a payment in
lieu of this exploration work, then our mineral claims will lapse on March 20,
2006, and we will lose all interest that we have in these mineral claims. We are
the legal owner of the Hilltop Claims and no other person or entity has any
interest in our mineral claims.

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Figure 1 Location of Claim




Location, Climate, Infrastructure And Access

The Hilltop Claims property is located five miles
north-northwest of the village of Tranquille on the north shore of Kamloops Lake
(actually part of the Thompson River). The claims may be reached by all-weather
and

10

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gravel roads from Tranquille, which lies within the Kamloops,
British Columbia city limits. The mainline of the Canadian National railway
passes through the property.

The city of Kamloops served by both the Canadian National and
Canadian Pacific Railways, the Trans Canada Highway and an airport with numerous
flights per day from Vancouver and Calgary, is a thriving community with a
population of some 170,000. All modern facilities and services are locally
available. Kamloops is situated about 250 miles northeast of the city of
Vancouver, B.C.

The region lies within the dry belt of British Columbia having
only about ten inches of rainfall per year. Lower slopes of valleys are open and
covered with sagebrush while lower slopes of the hills are open and park-like
forested. Upper slopes are more densely forested with coniferous trees.
Elevations in the area of the property range from approximately 1200 feet A.S.L.
at lake level to 2000 feet A.S.L. at the northern boundary.

Our mineral claims presently do not have any mineral reserves.
The property that is the subject to our mineral claims is undeveloped and does
not contain any open-pit or underground mines. There is no plant or equipment
located on the property that is the subject of the mineral claim. Power is
readily available from nearby transmission lines. Water in sufficient quantities
for drilling is available from nearby streams and lakes. Power sources for the
Hilltop Claims property presently consist of portable generators brought onto
the property.

Property Geology

The property is located in the southern part of the Quesnel
Trough which is a subdivision of the Intermontane Structural Belt of British
Columbia. The Quesnel Trough consists of predominantly Lower Mesozoic volcanic
and related intrusive rocks underlain by Paleozoic sedimentary rocks.

The Iron Mask Batholith is a multiphase alkaline pluton
localized along the south side of a regional northwest trending fault. Several
copper occurrences are found throughout the pluton. Surrounding volcanic rocks
of the Nicola Group are thought to be comagmatic with the Iron Mask Batholith.
Tertiary volcanic and sedimentary rocks of the Kamloops group unconformably
overlay both the Nicola Group and the Iron Mask Batholith.

The most northerly exposure of the Iron Mask Batholith (Cherry
Creek phase) occurring north of Kamloops Lake underlies the property. Exposures
of volcanic rocks from the Nicola and Kamloops Groups are also present.

Previous explorations have identified six major rock types
present on and in proximity to the property. Rock types in the field are at
times difficult to recognize due to very fine grain size or potassium feldspar
alteration. Jointing and block faulting is prevalent.

History Of Exploration

The Hilltop Claims cover ground that has been explored since
the early 1900s and resulted in underground exploratory workings and the
discovery of mineralized zones. A soil geochemical anomaly measuring some 600
feet by 3000 feet containing copper values has been outlined on the Frederick
Zone which co-relates with a high magnetic anomaly adjacent to a magnetic low
response.

A 1989 reverse circulation drilling program indicated the
presence of a 150 foot wide mineralized zone containing approximately 0.16%
copper. One hole is reported to contain an intersection of 20 feet assaying
0.35% copper and gold values on the eastern extension.

A reverse circulation drill hole in 1991 intersected two zones
of 0.14% copper and gold values over 60 feet and 0.11% copper across 70
feet.

Although exploratory work on the claims conducted by prior
owners has indicated some potential showings of mineralization, we are uncertain
as to the reliability of these prior exploration results and thus we are
uncertain as to whether a commercially viable mineral deposit exists on our
mineral claims. Further exploration of these mineral claims is required before a
final determination as to their viability can be made.

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Mineralization

Exploration work on the Hilltop Claims has resulted in the
delineation of the Frederick Zone as a zone of mineralization. In addition,
other showings of mineralization have been observed which warrant further
exploration. Prior drilling results have indicated that the mineral zones vary
in grade from low grade mineralization near surface to higher grade
mineralization to depth.

A continuing exploration program of geological, geochemical and
geophysical surveys is recommended by our geologist to delineate potentially
economic mineral zones. The recommended exploration is discussed in further
detail below under the heading "Current State of Exploration.

Current State Of Exploration

We have only recently commenced exploration of the Hilltop
Claims and this exploration is currently in the preliminary stages. Our planned
exploration program is exploratory in nature and no mineral reserves may ever be
found.

The results of the geological report on the Hilltop Claims
prepared by our geological consultant, Mr. Timmins, indicated that there are
soil geochemical anomalies in a mineralized zone located within the Frederick
Zone on the Hilltop property. The report concluded that positive results from
prior exploration work indicates potential for the discovery of economic
copper-gold deposits, and recommended a four phase geological exploration
program on the mineral claims.

Phase I  Exploration Program

Phase I of our exploration program was completed in early
September, 2004. The Phase I exploratory program was conducted over a period of
three days and consisted of confirmation of past results by blast trenching and
sampling and relocation of mineralized zones and structural features. We
received a report on Phase I from our consulting geologist on October 29,
2004.

Pursuant to his Phase I report, our consulting geologist
reported that the work conducted in Phase I of the exploration program
successfully relocated the mineralized zones, past drill hole sites, and adits.
Phase I reconnaissance geological investigation together with blast trenching
and check sampling has confirmed the occurrence of copper and gold
mineralization values. The Frederick Zone has been outlined and the drilled area
within it is reported to contain a 150 foot wide zone with copper and anomalous
gold values. The two old adits were also located and found to be caved at the
portals. Check samples obtained from the outcrop areas and blast trenches near
the old adits indicate copper and anomalous gold values verifying the occurrence
of copper-gold values in the zone. Blast trenching exposed copper mineralization
consisting of malachite and chalcopyrite and pyrite.

Phase II  Exploration Program

The Phase I report recommended that we carry out Phase II of
our planned exploration program and that we acquire additional mineral claims to
the west of the Hilltop 1 and 2 claims. The second phase consisting of
compilation and correlation of all data and reconnaissance soil geochemical
sampling and geological mapping was completed in November, 2005. We are
presently awaiting a final report on the results of phase II including final
assay results.

ITEM 3. LEGAL PROCEEDINGS.

None.

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

None.

12

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

Market Information

Our shares of common stock commenced trading on the OTC
Bulletin Board under the symbol SDGE on October 11, 2005. The high and the low
bid prices for our shares since October 11, 2005, as reported by the OTC
Bulletin Board were:

QUARTER
    HIGH ($)
    LOW ($)1st Quarter 2006
    $0.00
    $0.00


The trades reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions.

Holders of Common Stock

As of December 14, 2005, we had fifty (50) registered
stockholders.

Dividends

We have neither declared nor paid any cash dividends on our
capital stock and do not anticipate paying cash dividends in the foreseeable
future. Our current policy is to retain any earnings in order to finance the
expansion of our operations. Our board of directors will determine future
declaration and payment of dividends, if any, in light of the then-current
conditions they deem relevant and in accordance with applicable corporate
law.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

We registered the resale of 4,335,000 shares of our common
stock (the Shares) offered by selling stockholders of Southridge at a price of
$0.04 per share pursuant to a registration statement on Form SB-2 under the
Securities Act of 1933 (the Offering). The SEC declared our registration
statement on Form SB-2 (File No. 333-119729), effective on May 6, 2005 (the
Effective Date). We did not sell any shares of our common stock in the
Offering and therefore will not receive any proceeds from the Offering. The
Offering will terminate nine months after the Effective Date. None of the
securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. We are paying all expenses of
the Offering. No portion of these expenses will be paid by the selling
stockholders. The selling stockholders, however, will pay any other expenses
incurred in selling their common stock, including any brokerage commissions or
costs of sale. To date, we have expended $27,022 on the costs of the
Offering.

13

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

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Hilltop Claims in order to assess whether the claims possess
commercially exploitable mineral deposits. Our exploration program is designed
to explore for commercially viable deposits of copper and gold mineralization.
We have not, nor has any predecessor, identified any commercially exploitable
reserves of these minerals on our mineral claims.

We are presently awaiting a final report on the results of
phase II including final assay results. We have sufficient cash on hand to pay
the costs of Phase III of our proposed exploration program and to fund our
operations for the next twelve months. However, we will require additional
financing in order to proceed with any additional work beyond Phase III of our
exploration program. We presently do not have any arrangements for additional
financing for exploration work beyond Phase III of our exploration program, and
no potential lines of credit or sources of financing are currently available for
the purpose of proceeding with exploration work beyond Phase III of our
exploration program.

A decision on proceeding beyond the planned Phase II
explorations will be made by assessing whether the results of Phase II are
sufficiently positive to enable us to obtain the financing we will need for us
to continue through additional stages of the exploration program. This
assessment will include an assessment of the market for financing of mineral
exploration projects at the time of our assessment and an evaluation of our cash
reserves after the completion of Phase II and Phase III. The decision whether or
not to proceed will be based on the recommendations of our geological
consultant. The decision of the consultant whether or not to recommend
proceeding will be based on a number of factors, including his subjective
judgment and will depend primarily on the results of the immediately preceding
stage.

During this exploration stage, our president will only be
devoting approximately six to eight hours per week of his time to our business.
We do not foresee this limited involvement as negatively impacting our company
over the next twelve months as all exploratory work has been and will continue
to be performed by outside consultants. Additionally, we will not have a need to
hire any employees over the next twelve months; nor do we plan to make any
purchases of equipment over the next twelve months due to reliance upon outside
consultants to provide all equipment needed for the exploratory work being
conducted.

We anticipate that we will incur over the next twelve months
the following expenses:

Category
      Planned Expenditures Over The Next 12 Months (US$)Legal
        and Accounting Fees
      $10,000Office
        Expenses
      $3,000Mineral
        Property Exploration Expenses
      $7,000TOTAL
      $20,000


Our total expenditures over the next twelve months are
anticipated to be approximately $20,000. Our cash on hand as of December 14,
2005 is $10,157. We do not have sufficient cash on hand to pay the costs of
Phase III of our proposed exploration program and to fund our operations for the
next 12 months. We also require additional financing in order to proceed with
any additional work beyond Phase III of our exploration program.

We presently do not have any arrangements for additional
financing for exploration work beyond Phase III of our exploration program, and
no potential lines of credit or sources of financing are currently available for
the purpose of proceeding with exploration work beyond Phase III of our
exploration program.

14

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LIQUIDITY AND FINANCIAL CONDITION

|Cash Flows                                         |   |                |  
|-------------------------------------------------- | - | -------------- | -
|                                                   |   | August 31 2005 |  
|Net Cash from (used in) Operating
      Activities | $ | (22,705        | )
|Net Cash from (used in) Investing Activities       |   | --             |  
|Net Cash from (used in) Financing Activities       |   | --             |  
|Net Increase (decrease) in Cash During Period      | $ | (22,705        | )

Working Capital

|                                     |   |                          |  |   |                          |  |  | Percentage            |  
|------------------------------------ | - | ------------------------ |  | - | ------------------------ |  |  | --------------------- | -
|                                     |   | At
      August 31, 2005 |  |   | At
      August 31, 2004 |  |  | Increase / (Decrease) |  
|Current Assets                       | $ | 36,938                   |  | $ | 59,643                   |  |  | (38.1%                | )
|Current
      Liabilities            |   | 26,120                   |  |   | 3,800                    |  |  | 587%                  |  
|Working Capital Surplus (Deficiency) | $ | 10,818                   |  | $ | 55,843                   |  |  | (80.6%                | )

The decreases in our working capital surplus at August 31, 2005
  from the period ended August 31, 2004, and the increases in our operating expenses
  from $36,870 for the period from May 4, 2004 to August 31, 2004 as compared
  to $45,025 for the current fiscal year, are primarily a result of the increase
  in our professional fees related to the professional fees paid in connection
  with preparing and filing our Registration Statement on Form SB-2 and the amendments
  thereto and from the fact that we had no revenue or sources of financing during
  the year ended August 31, 2005.

As of August 31, 2005 we had cash on hand of $36,938. Since our inception,
  we have used our common stock to raise money for our operations and for our
  property acquisitions. We have not attained profitable operations and are dependent
  upon obtaining financing to pursue our plan of operation. For these reasons,
  our auditors stated in their report to our audited financial statements for
  the year ended August 31, 2005, that there is substantial doubt that we will
  be able to continue as a going concern.

FUTURE FINANCINGS

We anticipate continuing to rely on equity sales of our common
stock in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing stockholders. There is
no assurance that we will achieve any of additional sales of our equity
securities or arrange for debt or other financing for to fund our planned
business activities.

We presently do not have any arrangements for additional
financing for exploration work beyond Phase III of our exploration program, and
no potential lines of credit or sources of financing are currently available for
the purpose of proceeding with exploration work beyond Phase III of our
exploration program.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires our management
to make estimates and assumptions that affect the reported amount 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

15

---

results could differ from those estimates. Our management
routinely makes judgments and estimates about the effects of matters that are
inherently uncertain.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 2 to the consolidated financial statements included in this
Annual Report.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting and according to the provisions of Statement of Financial
Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development
Stage Enterprises, as we devote substantially all of our efforts to acquiring
and exploring mineral properties in British Columbia, Canada. Until such
properties are acquired and developed, we will continue to prepare our financial
statements and related disclosures in accordance with entities in the
exploration stage.

Cost of Maintaining Mineral Properties

We do not accrue the estimated future costs of maintaining our
mineral properties in good standing.

Mineral Property Acquisition Payments and Exploration
Costs

We record our interest in mineral properties at cost. We
expense all costs incurred on mineral properties to which we have secured
exploration rights, other than acquisition costs, prior to the establishment of
proven and probable reserves. If and when proven and probably reserves are
determined for a property and a feasibility study prepared with respect to the
property, then subsequent exploration and development costs of the property will
be capitalized.

We regularly perform evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable.

Exploration expenditures

We follow a policy of expensing exploration expenditures until
a production decision in respect of the project and we are reasonably assured
that it will receive regulatory approval to permit mining operations which may
include the receipt of a legally binding project approval certificate.

Management periodically reviews the carrying value of its
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the expiration term and
ongoing expenses of maintaining mineral properties and the general likelihood
that we will continue exploration on such project. We do not set a
pre-determined holding period for properties with unproven deposits, however,
properties which have not demonstrated suitable metal concentrations at the
conclusion of each phase of an exploration program are reevaluated to determine
if future exploration is warranted, whether there has been any impairment in
value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values.

Our exploration activities and proposed mine development are
subject to various laws and regulations governing the protection of the
environment. These laws are continually changing, generally becoming more

16

---

restrictive. We have made, and expects to make in the future,
expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed in the
stage of commercial production will be amortized to operations through
unit-of-production depletion.

Use of 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 amounts
reported in the financial statements and accompanying notes for the reporting
period. Significant areas requiring the use of management estimates relate to
the valuation of its mineral leases and claims and our ability to obtain final
government permission to complete the project.

RISK FACTORS

We have yet to attain profitable operations and because we
will need additional financing to fund our exploration activities, our
accountants believe there is substantial doubt about our ability to continue as
a going concern

We have incurred a net loss of $81,895 for the period from May
4, 2004 (inception) to August 31, 2005, and have no revenues to date. Our future
is dependent upon our ability to obtain financing and upon future profitable
operations from the development of our mineral claims. These factors raise
substantial doubt that we will be able to continue as a going concern.

If we do not obtain additional financing, our business will
fail

Our current operating funds are sufficient to complete the
proposed exploration program; however, they will be insufficient to complete the
full exploration of the mineral claims and begin mining efforts should the
mineral claims prove commercially viable. Therefore, we will need to obtain
additional financing in order to complete our full business plan. As of December
14, 2005, we had cash in the amount of $10,157. We currently do not have any
operations and we have no income. Our plan of operation calls for significant
expenses in connection with the exploration of our mineral claims. We have
sufficient cash on hand to complete Phases II and III of our proposed
exploration program. However, we may need additional financing to proceed past
Phase III of our exploration program. We may also require additional financing
if the costs of the exploration of our mineral claims are greater than
anticipated. We may also require additional financing to sustain our business
operations if we are not successful in earning revenues. We currently do not
have any arrangements for financing and we may not be able to obtain financing
when required. Obtaining additional financing would be subject to a number of
factors, including the market prices for the mineral property and metals. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us.

Since this is an exploration project, we face a high risk of
business failure due to our inability to predict the success of our
business

We have just begun the initial stages of exploration of our
mineral claims, and thus have no way to evaluate the likelihood that we will be
able to operate the business successfully. We were incorporated on May 4, 2004,
and to date have been involved primarily in organizational activities, the
acquisition of the mineral claims, obtaining a summary geological report and
performing certain limited work on our mineral claims. We have not earned any
revenues to date.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,

17

---

unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates. The expenditures to be
incurred by us in the exploration of the mineral claims may not result in the
discovery of mineral deposits. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. If the results of Phases II and III of our
exploration program do not reveal viable commercial mineralization, we may
decide to abandon our claim and acquire new claims for new exploration. The
acquisition of additional claims will be dependent upon us possessing capital
resources at the time in order to purchase such claims. If no funding is
available, we may be forced to abandon our operations.

We have no known mineral reserves and if we cannot find any
we will have to cease operations

We have no mineral reserves. If we do not find a mineral
reserve containing gold or if we cannot explore the mineral reserve, either
because we do not have the money to do it or because it will not be economically
feasible to do it, we will have to cease operations and investors may lose their
investment. Mineral exploration, particularly for gold, is highly speculative.
It involves many risks and is often non-productive. The chances of finding
reserves on our mineral properties are remote and funds expended on exploration
will likely be lost.

Because we anticipate our operating expenses will increase
prior to our earning revenues, we may never achieve profitability

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our mineral claims, we will not be able to earn profits or
continue operations. There is no history upon which to base any assumption as to
the likelihood that we will prove successful, and we can provide no assurance
that we will generate any revenues or ever achieve profitability. If we are
unsuccessful in addressing these risks, our business will most likely fail.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time we have no coverage to
insure against these hazards. The payment of such liabilities may have a
material adverse effect on our financial position.

Because access to our mineral claims may be restricted by
inclement weather, we may be delayed in our exploration

Access to the Hilltop Claims may be restricted through some of
the year due to weather in the area. As a result, any attempt to test or explore
the property is largely limited to the times when weather permits such
activities. These limitations can result in significant delays in exploration
efforts. Such delays can have a significant negative effect on our exploration
efforts.

The Hilltop Claims property comprises two mineral claims with a
total area of 110 acres, located five miles north-northwest of the village of
Tranquille on the north shore of Kamloops Lake. The claims may be reached by
all-weather and gravel roads from Tranquille, which lies within the Kamloops
city limits. The mainline of the Canadian National railway passes through the
property. This is an essentially undeveloped area in British Columbia. The area
consists of many mountains and lakes with heavy forestation. An unpaved gravel
road is the only access. Winters are often severe with rain, freezing rain,
wind, and snow common between November and March.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the Province of
British Columbia as we carry out our exploration program. We may be required to

18

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obtain work permits, post bonds and perform remediation work
for any physical disturbance to the land in order to comply with these laws. Our
planned exploration program does not budget for regulatory compliance, there is
a risk that new regulations could increase our costs of doing business and
prevent us from carrying out our exploration program.

Because our executive officer does not have formal training
specific to the technicalities of mineral exploration, there is a higher risk
our business will fail

Mr. Vernon Samaroo, our sole executive officer and director,
does not have any formal training as a geologist or in the technical aspects of
management of a mineral exploration company. Our management lacks technical
training and experience with exploring for, starting, and operating a mine. With
no direct training or experience in these areas, our management may not be fully
aware of the specific requirements related to working within this industry. Our
management's decisions and choices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly use.
Consequently, our operations, earnings, and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this
industry.

Because our president, Mr. Vernon Samaroo, owns 58% of our
outstanding common stock, investors may find that corporate decisions influenced
by Mr. Samaroo are inconsistent with the best interests of other
stockholders

Mr. Samaroo is our sole director and executive officer. He owns
58% of the outstanding shares of our common stock. Accordingly, he will have a
significant influence in determining the outcome of major corporate transactions
or other matters that require shareholder approval such as mergers,
consolidations and the sale of all or substantially all of our assets, and also
the power to prevent or cause a change in control. The interests of Mr. Samaroo
may differ from the interests of the other stockholders.

We may conduct further offerings in the future in which case
current shareholdings will be diluted

We may conduct further equity offerings in the future to
finance our current projects or to finance subsequent projects that we decide to
undertake. If common stock is issued in return for additional funds, the price
per share could be lower than that paid by our current stockholders. The result
of this could reduce the value of the stock of our shareholders. If we issue
additional stock, shareholders percentage interest in us will be lower. This
condition is often referred to as "dilution".

As our business assets and our directors and officers are
located outside of the United States, investors may be limited in their ability
to enforce civil actions against our assets or our directors and
officers

Our Companys business assets are located in Canada and our
directors and officers are residents of Canada. Consequently, it may be
difficult for United States investors to effect service of process within the
United States upon our assets or our directors or officers, or to realize in the
United States upon judgments of United States courts predicated upon civil
liabilities under U.S. Federal Securities Laws. A judgment of a U.S. court
predicated solely upon such civil liabilities may not be enforceable in Canada
by a Canadian court if the U.S. court in which the judgment was obtained had
jurisdiction, as determined by the Canadian court, in the matter. There is
substantial doubt whether an original action could be brought successfully in
Canada against any of our assets or our directors and officers predicated solely
upon such civil liabilities.

19

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ITEM 7. FINANCIAL STATEMENTS.

|Index to Financial Statements:                                       | Page                                                                                                                                   
|-------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|                                                                     |                                                                                                                                        
|Audited financial statements as of August 31,
      2005, including: |                                                                                                                                        
|                                                                     |                                                                                                                                        
|1.                                                                   | Report of Independent
      Registered Accounting Firm;                                                                                
|                                                                     |                                                                                                                                        
|2.                                                                   | Balance Sheets
      as of August 31, 2005 and 2004;                                                                                   
|                                                                     |                                                                                                                                        
|3.                                                                   | Statements
      of Operations for the years ended August 31, 2005 and 2004 and cumulative
      from inception to August 31, 2005;    
|
|                                                                     |                                                                                                                                        
|4.                                                                   | Statements of Cash
      Flows for the years ended August 31, 2005 and 2004 and cumulative from inception
      to August 31, 2005; and
|
|                                                                     |                                                                                                                                        
|5.                                                                   | Statement of
      Stockholders Equity (Deficiency) from inception to August 31, 2005;                                                
|                                                                     |                                                                                                                                        
|6.                                                                   | Notes to the
      Financial Statements.                                                                                               

20

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|SOUTHRIDGE ENTERPRISES INC.         
|------------------------------------
|(An Exploration Stage Company)      
|                                    
|Consolidated Financial Statements   
|(Expressed in United States Dollars)
|                                    
|August 31, 2005 and 2004            

---

|SOUTHRIDGE ENTERPRISES INC.         
|------------------------------------
|(An Exploration Stage Company)      
|                                    
|Consolidated Financial Statements   
|(Expressed in United States Dollars)
|                                    
|August 31, 2005 and 2004            

INDEX

|                                                                | Page       
|--------------------------------------------------------------- | -----------
|                                                                |            
|Report of Independent Registered
      Public Accounting Firm   | F-2        
|                                                                |            
|Consolidated Balance Sheets                                     | F-3        
|                                                                |            
|Consolidated Statement of
      Operations                      | F-4        
|                                                                |            
|Consolidated Statement of
      Changes in Stockholders Equity | F-5        
|                                                                |            
|Consolidated Statement of
      Cash Flows                      | F-6        
|                                                                |            
|Notes to the Consolidated
      Financial Statements            | F-7 to F-15

F-1

---

|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|-------------------------------------------------------
|                                                       
|To the Board of Directors and Stockholders of          
|Southridge Enterprises Inc.                            
|(An Exploration Stage Company)                         

We have audited the accompanying consolidated balance sheets
  of Southridge Enterprises Inc. (An Exploration Stage Company) as at August 31,
  2005 and 2004, the related consolidated statements of operations, changes in
  stockholders equity and cash flows for the year ended August 31, 2005,
  for the period from inception on May 4, 2004 to August 31, 2004, and for the
  period from inception on May 4, 2004 to August 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 audit.

We conducted our audit in accordance with standards of the Public
  Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

In our opinion, based on our audit, such financial statements
  present fairly, in all material respects, the financial position of Southridge
  Enterprises Inc. (An Exploration Stage Company) as at August 31, 2005 and 2004,
  and the results of its operations and its cash flows for the year ended August
  31, 2005, for the period from inception on May 4, 2004 to August 31, 2004, and
  for the period from inception on May 4, 2004 to August 31, 2005 in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern. As described
  in Note 1 to the consolidated financial statements, the Companys operating
  losses raise substantial doubt about its ability to continue as a going concern,
  unless the Company attains future profitable operations and/or obtains additional
  financing. The consolidated financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

|                       | /s/TELFORD SADOVNICK, P.L.L.C.
|---------------------- | ------------------------------
|                       |                               
|                       | CERTIFIED PUBLIC ACCOUNTANTS  
|Bellingham, Washington |                               
|November 22, 2005      |                               

F-2

---

|SOUTHRIDGE ENTERPRISES
      INC.         
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|CONSOLIDATED BALANCE SHEETS               
|(Expressed in United
      States Dollars)

|As at August 31,                                        |   | 2005    |   |   | 2004    |  
|------------------------------------------------------- | - | ------- | - | - | ------- | -
|ASSETS                                                  |  
|                                                        |   |         |   |   |         |  
|CURRENT                                                 |   |         |   |   |         |  
|Cash                                                    | $ | 36,938  |   | $ | 59,643  |  
|                                                        |   |         |   |   |         |  
|LIABILITIES                                             |  
|                                                        |   |         |   |   |         |  
|CURRENT                                                 |   |         |   |   |         |  
|Accounts payable and accrued liabilities                | $ | 26,120  |   | $ | 3,800   |  
|                                                        |   |         |   |   |         |  
|STOCKHOLDERS EQUITY                                    |  
|                                                        |   |         |   |   |         |  
|CAPITAL STOCK                                           |   |         |   |   |         |  
|Shares authorized:                                      |   |         |   |   |         |  
|100,000,000
      common voting stock, $0.001 par value |   |         |   |   |         |  
|100,000,000 preferred stock, $0.001 par value           |   |         |   |   |         |  
|Shares issued and outstanding:                          |   |         |   |   |         |  
|10,335,000 common stock (2004  10,335,000)             |   | 10,335  |   |   | 10,335  |  
|                                                        |   |         |   |   |         |  
|ADDITIONAL PAID-IN CAPITAL                              |   | 82,378  |   |   | 82,378  |  
|                                                        |   |         |   |   |         |  
|ACCUMULATED DEFICIT INCURRED DURING THE                 |   |         |   |   |         |  
|EXPLORATION STAGE                                       |   | (81,895 | ) |   | (36,870 | )
|                                                        |   |         |   |   |         |  
|                                                        |   | 10,818  |   |   | 55,843  |  
|                                                        |   |         |   |   |         |  
|                                                        | $ | 36,938  |   | $ | 59,643  |  

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

F-3

---

|SOUTHRIDGE ENTERPRISES
      INC.         
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|CONSOLIDATED STATEMENT OF OPERATIONS      
|(Expressed in United
      States Dollars)

|                                          |   |              |   |   | For the Period |   |   | For the Period |  
|----------------------------------------- | - | ------------ | - | - | -------------- | - | - | -------------- | -
|                                          |   |              |   |   | from Inception |   |   | from Inception |  
|                                          |   | For the Year |   |   | on May 4, 2004 |   |   | on May 4, 2004 |  
|                                          |   | Ended August |   |   | to August 31,  |   |   | to August 31,  |  
|                                          |   | 31, 2005     |   |   | 2004           |   |   | 2005           |  
|                                          |   |              |   |   |                |   |   |                |  
|OPERATING EXPENSES                        |   |              |   |   |                |   |   |                |  
|General and
      administrative expenses | $ | 45,025       |   | $ | 29,070         |   | $ | 74,095         |  
|Mineral property expenses                 |   | -            |   |   | 7,800          |   |   | 7,800          |  
|                                          |   |              |   |   |                |   |   |                |  
|NET (LOSS) FOR
      THE PERIOD           | $ | (45,025      | ) | $ | (36,870        | ) | $ | (81,895        | )
|                                          |   |              |   |   |                |   |   |                |  
|NET (LOSS) PER COMMON SHARE               |   |             |   |   |                |   |   |                |  
|BASIC                                     | $ | (0.00        | ) | $ | (0.00          | ) |   |                |  
|                                          |   |              |   |   |                |   |   |                |  
|WEIGHTED AVERAGE COMMON                   |   |              |   |   |                |   |   |                |  
|SHARES OUTSTANDING  BASIC                |   | 10,335,000   |   |   | 7,597,105      |   |   |                |  

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

F-4

---

|SOUTHRIDGE ENTERPRISES
      INC.                              
|---------------------------------------------------------------
|(An Exploration Stage Company)                                 
|                                                               
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS
      EQUITY
|(Expressed in United
      States Dollars)                     

|For the
      period from inception on May 4, 2004 to August 31, 2005 |  |              |  |   |         |  |  
|--------------------------------------------------------------------- |  | ------------ |  | - | ------- |  | -
|                                                                      |  |              |  |   |         |  |  
|                                                                      |  |              |  |   |         |  |  
|                                                                      |  |              |  |   |         |  |  
|                                                                      |  |              |  |   |         |  |  
|                                                                      |  |              |  |   |         |  |  
|                                                                      |  | Common Stock |  |   | Paid-in |  |  
|                                                                      |  | Shares       |  |   | Amount  |  |  
|                                                                      |  |              |  |   |         |  |  
|Inception, May 4, 2004                                                |  | -            |  | $ | -       |  | $
|                                                                      |  |              |  |   |         |  |  
|Common stock issued for                                               |  |              |  |   |         |  |  
|cash at $0.001 per share                                              |  | 6,000,000    |  |   | 6,000   |  |  
|cash at $0.02 per share                                               |  | 4,335,000    |  |   | 4,335   |  |  
|                                                                      |  |              |  |   |         |  |  
|Net (loss) for the period                                             |  | -            |  |   | -       |  |  
|                                                                      |  |              |  |   |         |  |  
|Balance, August 31, 2004                                              |  | 10,335,000   |  | $ | 10,335  |  | $
|                                                                      |  |              |  |   |         |  |  
|Net (loss) for the year                                               |  | -            |  |   | -       |  |  
|                                                                      |  |              |  |   |         |  |  
|Balance, August 31, 2005                                              |  | 10,335,000   |  | $ | 10,335  |  | $

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

F-5

---

|SOUTHRIDGE ENTERPRISES
      INC.         
|------------------------------------------
|(An Exploration Stage Company)            
|                                          
|CONSOLIDATED STATEMENT OF CASH FLOWS      
|(Expressed in United
      States Dollars)

|                                               |   |                |   |   | For the Period |   |   | For the       |  
|---------------------------------------------- | - | -------------- | - | - | -------------- | - | - | ------------- | -
|                                               |   |                |   |   | from Inception |   |   | Period from   |  
|                                               |   |                |   |   | on May 4,      |   |   | Inception on  |  
|                                               |   | For the Year   |   |   | 2004 to        |   |   | May 4, 2004   |  
|                                               |   | Ended August   |   |   | August 31,     |   |   | to August 31, |  
|                                               |   | 31,
      2005 |   |   | 2004           |   |   | 2005          |  
|CASH PROVIDED BY (USED IN):                    |   |                |   |   |                |   |   |               |  
|                                               |   |                |   |   |                |   |   |               |  
|OPERATING ACTIVITIES                           |   |                |   |   |                |   |   |               |  
|Net (loss) for the period                      | $ | (45,025        | ) | $ | (36,870        | ) | $ | (81,895       | )
|                                               |   |                |   |   |                |   |   |               |  
|Changes in non-cash operating
      working    |   |                |   |   |                |   |   |               |  
|capital
      item:                            |   |                |   |   |                |   |   |               |  
|Increase in accounts payable
      and accrued |   |                |   |   |                |   |   |               |  
|liabilities                                    |   | 22,320         |   |   | 3,800          |   |   | 26,120        |  
|                                               |   |                |   |   |                |   |   |               |  
|Net
      Cash (Used in) Operating Activities  |   | (22,705        | ) |   | (33,070        | ) |   | (55,775       | )
|                                               |   |                |   |   |                |   |   |               |  
|FINANCING ACTIVITIES                           |   |                |   |   |                |   |   |               |  
|Issuance of common stock for cash              |   | -              |   |   | 92,713         |   |   | 92,713        |  
|                                               |   |                |   |   |                |   |   |               |  
|Net Cash Provided By Financing Activities      |   | -              |   |   | 92,713         |   |   | 92,713        |  
|                                               |   |                |   |   |                |   |   |               |  
|NET (DECREASE) INCREASE IN CASH                |   | (22,705        | ) |   | 59,643         |   |   | 36,938        |  
|                                               |   |                |   |   |                |   |   |               |  
|CASH, BEGINNING OF PERIOD                      |   | 59,643         |   |   | -              |   |   | -             |  
|                                               |   |                |   |   |                |   |   |               |  
|CASH, END OF PERIOD                            | $ | 36,938         |   | $ | 59,643         |   | $ | 36,938        |  

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

F-6

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 1  NATURE AND CONTINUANCE OF OPERATIONS

Southridge Enterprises Inc. (the Company) was incorporated
  in the State of Nevada on May 4, 2004. The Company was organized to explore
  mineral properties in British Columbia, Canada.

These financial statements are presented on the basis that the
  Company is a going concern, which contemplates the realization of assets and
  satisfaction of liabilities in the normal course of business over a reasonable
  length of time. As of August 31, 2005, the Company had $36,938 (2004 
  $59,643) in cash, working capital of $10,818 (2004  $55,843), stockholders
  equity of $10,818 (2004  $55,843) and accumulated net losses of $81,895
  (2004  $36,870) since inception. The financial statements do not include
  any adjustments relating to the recoverability and classification of recorded
  asset amounts or the amounts and classification of liabilities that might be
  necessary should the Company be unable to continue as a going concern. Its continuation
  as a going concern is dependent upon its ability to generate sufficient cash
  flow to meet its obligations on a timely basis, to obtain additional financing
  or refinancing as may be required, to develop commercially viable mining reserves,
  and ultimately to establish profitable operations.

Managements plans for the continuation of the Company as
  a going concern include financing the Companys operations through issuance
  of its common stock. If the Company is unable to complete its financing requirements
  or achieve revenue as projected, it will then modify its expenditures and plan
  of operations to coincide with the actual financing completed and actual operating
  revenues. There are no assurances, however, with respect to the future success
  of these plans.

Unless otherwise indicated, amounts provided in these notes to
  the financial statements pertain to continuing operations.

The Company is not currently earning any revenues.

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Consolidation

The consolidated financial statements include the accounts of
  Southridge Enterprises Inc. and its wholly owned subsidiary, Southridge Exploration
  Inc.

All significant inter-company transactions and balances have
  been eliminated.

Exploration Stage Enterprise

The Companys financial statements are prepared using the
  accrual method of accounting and according to the provisions of Statement of
  Financial Accounting Standards No. 7 (SFAS 7), Accounting
  and Reporting for Development Stage Enterprises, as it devotes substantially
  all of its efforts to acquiring and exploring mineral properties in British
  Columbia, Canada. Until such properties are acquired and developed, the Company
  will continue to prepare its financial statements and related disclosures in
  accordance with entities in the exploration stage.

F-7

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd)

Cost of Maintaining Mineral Properties

The Company does not accrue the estimated future costs of maintaining
  its mineral properties in good standing.

Mineral Property Acquisition Payments and Exploration Costs

The Company records its interest in mineral properties at cost.
  The Company expenses all costs incurred on mineral properties to which it has
  secured exploration rights, other than acquisition costs, prior to the establishment
  of proven and probable reserves. If and when proven and probably reserves are
  determined for a property and a feasibility study prepared with respect to the
  property, then subsequent exploration and development costs of the property
  will be capitalized.

The Company regularly performs evaluations of any investment
  in mineral properties to assess the recoverability and/or the residual value
  of its investments in these assets. All long-lived assets are reviewed for impairment
  whenever events or circumstances change which indicate the carrying amount of
  an asset may not be recoverable.

Exploration expenditures

The Company follows a policy of expensing exploration expenditures
  until a production decision in respect of the project and the Company is reasonably
  assured that it will receive regulatory approval to permit mining operations
  which may include the receipt of a legally binding project approval certificate.

Management periodically reviews the carrying value of its investments
  in mineral leases and claims with internal and external mining related professionals.
  A decision to abandon, reduce or expand a specific project is based upon many
  factors including general and specific assessments of mineral deposits, anticipated
  future mineral prices, anticipated future costs of exploring, developing and
  operating a production mine, the expiration term and ongoing expenses of maintaining
  mineral properties and the general likelihood that the Company will continue
  exploration on such project. The Company does not set a pre-determined holding
  period for properties with unproven deposits, however, properties which have
  not demonstrated suitable metal concentrations at the conclusion of each phase
  of an exploration program are reevaluated to determine if future exploration
  is warranted, whether there has been any impairment in value and that their
  carrying values are appropriate.

If an area of interest is abandoned or it is determined that
  its carrying value cannot be supported by future production or sale, the related
  costs are charged against operations in the year of abandonment or determination
  of value. The amounts recorded as mineral leases and claims represent costs
  to date and do not necessarily reflect present or future values.

F-8

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd)

Exploration expenditures (Contd)

The Companys exploration activities and proposed mine development
  are subject to various laws and regulations governing the protection of the
  environment. These laws are continually changing, generally becoming more restrictive.
  The Company has made, and expects to make in the future, expenditures to comply
  with such laws and regulations.

The accumulated costs of properties that are developed in the
  stage of commercial production will be amortized to operations through unit-of-production
  depletion.

Use of 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 amounts reported in the financial
  statements and accompanying notes for the reporting period. Significant areas
  requiring the use of management estimates relate to the valuation of its mineral
  leases and claims and the Companys ability to obtain final government
  permission to complete the project.

Foreign Currency translation

In accordance with the Statement of Financial Accounting Standards
  No. 52 (SFAS No. 52), Foreign Currency Translation,
  the United States dollar is considered the functional currency. Accordingly,
  the Company translates its monetary assets and liabilities at year-end exchange
  rates; income, expenses and cash flows at average exchange rates. Non-monetary
  assets and liabilities are translated in the rates prevailing at the dates the
  assets were acquired and liabilities were incurred. The resulting translation
  adjustment is recorded as a component of accumulated other comprehensive loss
  in the accompanying Consolidated Balance Sheet.

Income Taxes

Income taxes are recognized in accordance with Statements of
  Financial Accounting Standards No. 109 (SFAS 109) , Accounting
  for Income Taxes, whereby deferred income tax liabilities or assets at
  the end of each period are determined using the tax rate expected to be in effect
  when the taxes are actually paid or recovered. A valuation allowance is recognized
  on deferred tax assets when it is more likely than not that some or all of these
  deferred tax assets will not be realized.

F-9

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd)

Net Income (Loss) Per Share

Statement of Financial Accounting Standards No. 128 (SFAS
  128), Earnings per Share, requires dual presentation of basic
  earnings per share (EPS) and diluted EPS on the face of all income
  and loss statements, for all entities with complex capital structures. Basic
  EPS is computed as net income divided by the weighted average number of common
  shares outstanding for the period. Diluted EPS reflects the potential dilution
  that could occur from common shares issuable through stock options, warrants
  and other convertible securities. At August 31, 2005 and 2004, the Company had
  no outstanding stock options, warrants and other convertible securities; accordingly,
  only basic EPS is presented.

Regulatory Matters

The Company and its mineral property interests are subject to
  a variety of Canadian national and provincial regulations governing land use,
  health, safety and environmental matters. The Companys management believes
  it has been in substantial compliance with all such regulations, and is unaware
  of any pending action or proceeding relating to regulatory matters that would
  affect the financial position of the Company.

Impaired Asset Policy

The Company periodically reviews its long-lived assets when applicable
  to determine if any events or changes in circumstances have transpired which
  indicate that the carrying value of its assets may not be recoverable, pursuant
  to guidance established in Statement of Financial Accounting Standards No. 144
  (SFAS 144), Accounting for the Impairment or Disposal of Long-lived
  Assets. The Company determines impairment by comparing the undiscounted
  future cash flows estimated to be generated by its assets to their respective
  carrying amounts. If impairment is deemed to exist, the assets will be written
  down to fair value.

Cash

Cash consists of cash on deposit with high quality major financial
  institutions, and to date has not experienced losses on any of its balances.
  The carrying amounts approximated fair market value due to the liquidity of
  these deposits. For purposes of the consolidated balance sheet and consolidated
  statement of cash flows, the Company considers all highly liquid debt instruments
  purchased with maturity of three months or less to be cash equivalents. At August
  31, 2005 and 2004, the Company had no cash equivalents.

F-10

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd)

Fair Values of Financial Instruments

Financial instruments include cash, deposits and accounts payable
  and accrued liabilities. Management of the Company does not believe that the
  Company is subject to significant interest, currency or credit risks arising
  from these financial instruments. The respective carrying values of financial
  instruments approximate their fair values. Fair values were assumed to approximate
  carrying values since they are short-term in nature or they are receivable or
  payable on demand.

Concentration of Risk

The Company maintains its cash accounts in one commercial bank.
  The Companys cash accounts are in a business checking account in a high
  quality financial institution. As at August 31, 2005 and 2004, the Company has
  not engaged in any transactions that would be considered derivative instruments
  on hedging activities.

Start-up Expenses

The Company has adopted Statement of Position No. 98-5 (SOP
  98-5), Reporting the Costs of Start-up Activities, which requires
  that costs associated with start-up activities be expensed as incurred. Accordingly,
  start-up costs associated with the Companys formation have been included
  in the Companys general and administrative expenses for the period from
  inception on May 4, 2004 to August 31, 2005.

Accounting for Derivative Instruments and Hedging Activities

The Company has adopted Statement of Financial Accounting Standards
  No. 133 (SFAS 133), Accounting for Derivative Instruments
  and Hedging Activities, which requires companies to recognize all derivatives
  contracts as either assets or liabilities in the balance sheet and to measure
  them at fair value. If certain conditions are met, a derivative may be specifically
  designated as a hedge, the objective of which is to match the timing of gain
  or loss recognition on

F-11

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd)

Accounting for Derivative Instruments and Hedging Activities
  (Contd)

the hedging derivative with the recognition of (i) the changes
  in the fair value of the hedged asset or liability that are attributable to
  the hedged risk, or (ii) the earnings effect of the hedged forecasted transaction.
  For a derivative not designated as a hedging instrument, the gain or loss is
  recognized in income in the period of change.

The Company has not entered into derivative contracts either
  to hedge existing risks or for speculative purposes.

Stock-based Compensation

The Company adopted the fair value method of accounting for stock-based
  compensation recommended by Statement of Financial Accounting Standards No.
  123 (SFAS 123), Accounting for Stock-based Compensation.
  The Company does not have a stock option plan nor has it granted any stock options
  since inception.

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards
  No. 130 (SFAS 130), Reporting Comprehensive Income,
  which establishes standards for reporting and display of comprehensive income,
  its components and accumulated balances. When applicable, the Company would
  disclose this information on its Statement of Stockholders Equity (Deficiency).
  Comprehensive income comprises equity except those resulting from investments
  by owners and distributions to owners. The Company has no elements of other
  comprehensive income for the period ended August 31, 2005 and 2004.

Intangible Assets

The Company has adopted Statement of Financial Accounting Standards
  No. 142 (SFAS 142), Goodwill and Other Intangible Assets,
  which requires that goodwill and intangible assets with indefinite life are
  not amortized but rather tested at least annually for impairment. Intangible
  assets with a definite life are required to be amortized over their useful life.
  The Company does not have any goodwill nor intangible assets with indefinite
  or definite life since inception.

F-12

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd)

Revenue Recognition

The Company recognizes revenue in accordance with the criteria
  outlined in Securities Exchange Commission Staff Accounting Bulletin No. 104
  (SAP 104), Revenue Recognition. Revenues will be recognized
  once they are earned; specifically when: (a) products are delivered to customers,
  (b) clear proof that an arrangement exists, (c) amounts are fixed or can be
  determined, and (d) the Companys ability to collect is reasonably assured.

Environmental Costs

Environmental expenditures that relate to current operations
  are charged to operations or capitalized as appropriate. Expenditures that relate
  to an existing condition caused by past operations, and which do not contribute
  to current or future revenue generation, are charged to operations. Liabilities
  are recorded when environmental assessments and/or remedial efforts are probable,
  and the cost can be reasonably estimated. Generally, the timing of these accruals
  coincides with the earlier of completion of a feasibility study or the Companys
  commitments to plan of action based on the then known facts.

Advertising Costs

Advertising costs are expensed as incurred. No advertising costs
  were incurred in the current fiscal period.

Asset Retirement Obligations

The Company has adopted Statement of Financial Accounting Standards
  No. 143 (SFAS 143), Accounting for Asset Retirement Obligations,
  which requires that an asset retirement obligation (ARO) associated
  with the retirement of a tangible long-lived asset be recognized as a liability
  in the period which it is incurred and becomes determinable, with an offsetting
  increase in the carrying amount of the associated asset.

The cost of the tangible asset, including the initially recognized
  ARO, is depleted, such that the cost of the ARO is recognized over the useful
  life of the asset. The ARO is recorded at fair value, and accretion expense
  is recognized over time as the discounted liability is accreted to its expected
  settlement value. The fair value of the ARO is measured using expected future
  cash flow, discounted at the Companys credit-adjusted risk-free interest
  rate. To date, no significant asset retirement obligation exists due to the
  early stage of exploration. Accordingly, no liability has been recorded.

F-13

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 3  RECENT ACCOUNTING PRONOUNCEMENTS

|a) | In December 2004, FASB issued Statement of Financial
        Accounting Standards No. 123 (revised 2004) (SFAS 123 (revised 2004)),
        Share-Based Payment. This Statement requires that the cost
        resulting from all share-based transactions be recorded in the financial
        statements. The Statement establishes fair value as the measurement objective
        in accounting for share-based payment arrangements and requires all entities
        to apply a fair- value-based measurement in accounting for share-based
        payment transactions with employees. The Statement also establishes fair
        value as the measurement objective for transactions in which an entity
        acquires goods or services from non-employees in share- based payment
        transactions. The Statement replaces FASB Statement No. 123 Accounting
        for Stock-Based Compensation and supersedes APB Opinion No. 25 Accounting
        for Stock Issued to Employees. The provisions of this Statement
        will be effective for the Company beginning with its fiscal year ending
        2007.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|b) | In November 31, 2004, FASB issued Statement of Financial
        Accounting Standards No. 151 (SFAS 151), Inventory Costs
         an amendment of ARB No. 43. FASB 151 clarifies that abnormal
        amounts of idle facility, freight, handling costs and wasted materials
        (spoilage) should be recognized as current period charges. In addition,
        the Statement requires that allocation of fixed production overhead to
        the costs of conversion be based on the normal capacity of the production
        facilities. The provisions of this Statement will be effective for the
        Company beginning with its fiscal year ending 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|c) | In December 2004, FASB issued Statement of Financial
        Accounting Standards No. 153 (SFAS 153), Exchanges of
        Non-monetary Assets  an amendment of APB Opinion No.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 29. SFAS 153 eliminates the exception to account
        for non-monetary exchanges of similar productive assets at carrying value
        and replaces it with a general exception for exchanges of non-monetary
        assets that do not have commercial substance, otherwise, the exchange
        principal of fair value applies. A non-monetary exchange has commercial
        substance if the future cash flows of the entity are expected to change
        significantly as a result of the exchange. The provisions of this Statement
        will be effective for the Company beginning with its fiscal year ending
        2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|d) | In May 2005, FASB issued Statement of Financial Accounting
        Standards No. 154 (SFAS 154), Accounting Changes and
        Error Corrections. SFAS 154 requires that changes in accounting
        principle be applied retrospectively to prior period financial statements.
        The provisions of this Statement will be effective for the Company beginning
        with its fiscal year ending 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

The Company determined that the above accounting pronouncements
  do not have a material impact on its operations or financial position.

F-14

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|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 4  MINERAL CLAIMS

The Company has a 100% interest in certain mineral properties
  in British Columbia, Canada, collectively referred as Hilltop claims.

On May 17, 2004, the Company acquired a 100% interest in two
  numerous claims known as Hilltop 1 and 2 located in the Kamloops Mining Division,
  British Columbia. The claims were acquired for $3,000 cash.

During the year ended August 31, 2005, the Company has spent
  $nil (2004 - $7,800) on mineral property claims.

NOTE 5  INCOME TAXES

A reconciliation of current income taxes at statutory rates of
  34% with the reported taxes is as follows:

|                                            |   |                |   |   | For the Period |  
|------------------------------------------- | - | -------------- | - | - | -------------- | -
|                                            |   |                |   |   | from Inception |  
|                                            |   |                |   |   | on May 4,      |  
|                                            |   | For the Year   |   |   | 2004 to        |  
|                                            |   | Ended August   |   |   | August 31,     |  
|                                            |   | 31,
      2005 |   |   | 2004           |  
|                                            |   |                |   |   |                |  
|Loss before income tax provision            | $ | 45,025         |   | $ | 36,870         |  
|                                            |   |                |   |   |                |  
|Statutory rates                             |   | 34%            |   |   | 34%            |  
|                                            |   |                |   |   |                |  
|Expected (benefit)                          |   | (15,309        | ) |   | (12,536        | )
|                                            |   |                |   |   |                |  
|Unrecognized benefit of non- capital losses |   | 15,309         |   |   | 12,536         |  
|                                            |   |                |   |   |                |  
|Total current income taxes (recovery)       | $ | -              |   | $ | -              |  

F-15

---

|SOUTHRIDGE ENTERPRISES
      INC.             
|----------------------------------------------
|(An Exploration Stage Company)                
|                                              
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in United
      States Dollars)    

NOTE 5  INCOME TAXES (Contd)

The tax effects of temporary differences that give rise to significant
  components of future income tax assets and liabilities are as follows:

|                                              |   | 2005    |   |   | 2004    |  
|--------------------------------------------- | - | ------- | - | - | ------- | -
|Future income tax assets:                     |   |         |   |   |         |  
|Operating losses available for future periods | $ | 81,895  |   | $ | 36,870  |  
|Statutory rates                               |   | 34%     |   |   | 34%     |  
|Deferred income tax asset                     |   | 27,845  |   |   | 12,536  |  
|Valuation allowance                           |   | (27,845 | ) |   | (12,536 | )
|Net future income tax asset                   | $ | -       |   | $ | -       |  

The Company has incurred operating losses of approximately $81,895
  (2004 - $36,870) which, if unutilized, will expire through to 2025. Future tax
  benefits, which may arise as a result of these losses, have not been recognized
  in these financial statements, and have been offset by a valuation allowance.

NOTE 6  CAPITAL STOCK

Authorized

The Company is authorized to issue 200,000,000 shares of which
  100,000,000 shares are common voting stock, with a par value of $0.001 per share
  and 100,000,000 shares are preferred stock, with a par value of $0.001 per share.

Private placement of common stock

During the year ended August 31, 2005, the Company did not issue
  additional shares.

From the inception on May 4, 2004 to August 31, 2004, the Company
  issued 10,335,000 shares of its common stock for cash of $92,713.

NOTE 7  SEGMENTED INFORMATION

The Company operates in Canada in one business segment, being
  the exploration of mineral properties.

F-16

---

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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | As of the end of the period covered by this report, we
      carried out an evaluation, under the supervision and with the
      participation of our principal executive officer and principal financial
      officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Our disclosure controls and procedures
      are designed to provide a reasonable level of assurance that our
      disclosure control objectives are achieved. Our principal executive
      officer and principal financial officer have concluded that our disclosure
      controls and procedures are, in fact, effective at providing this
      reasonable level of assurance as of the period covered.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(B) | Changes In Internal Controls Over Financial
      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | In connection with the evaluation of our internal
      controls during our last fiscal quarter, our principal executive officer
      and principal financial officer has determined that there are no changes
      to our internal controls over financial reporting that has materially
      affected, or is reasonably likely to materially affect, our internal
      controls over financial reporting.                                                                                                                                                                                                                                                                                                                          

ITEM 8B. OTHER INFORMATION.

None.

21

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PART III

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

The following information sets forth the names of our officers
and directors, their present positions with our company, and their biographical
information.

| | Name of Director | Age | Position                          
| | ---------------- | --- | ----------------------------------
| | Vernon Samaroo   | 53  | President, Secretary and Treasurer

Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Vernon Samaroo is our President, Secretary, Treasurer
and sole director. Mr. Samaroo has been our sole director and officer since our
inception on May 4, 2004. Mr. Samaroo was educated in the UK, where he spent 20
years working in the Financial Services Industry specializing in personal
Portfolio Management for the retired and semi-retired market. Mr. Samaroo moved
to Canada in 1989 and developed New Media Technology launching Canadas first
International Multimedia magazine together with an International Multimedia
Exhibition and Conference. In 1995 he was nominated for an ASTEC (Alberta
Science and Technology) award in recognition of his work in this field.

Mr. Samaroo worked as a marketing manager, for Power Industry
Ltd. from April 1996 to Dec 1999, and was responsible for developing and
managing all aspects of the company's marketing and promotion activities and
also the development and training of its sales force. Power Industry Ltd. is a
wholesale manufacturer of computer systems. Its primary marketplace is the
educational sector. Mr. Samaroo was a project manager for CKUA Radio from
January 2000 to Dec 2000, and was responsible for the development of interactive
website incorporating e-commerce capabilities and internet broadcasting, and
developing web advertising sales process. CKUA Radio is one of Canada's oldest
public broadcasters and has an international audience.

From February 2001 to present, Mr. Samaroo has been employed as
a real estate advisor with 20/20 Properties Inc., and is responsible for the
sales of investment real estate to established clientele and also for developing
new client base. 20/20 Properties Inc. is a Canadian based real estate
investment organization.

Mr. Samaroo provides his services on a part-time basis as
required for our business. Mr. Samaroo presently commits approximately 6-8 hours
per week to our business.

Mr. Samaroo does not have formal training as a geologist or in
the technical or managerial aspects of management of a mineral exploration
company. His prior managerial and consulting positions have not been in the
mineral exploration industry. Accordingly, we will have to rely on the technical
services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company. We do not have any employees who
have professional training and experience in the mining industry. We rely on our
independent geological consultant, W.G. Timmins, P.Eng., to make recommendations
to us on work programs on our property, to hire appropriately skilled persons on
a contract basis to complete work programs and to supervise, review, and report
on such programs to us.

Committees of the Board Of Directors

We presently do not have an audit committee, compensation
committee, nominating committee, an executive committee of our board of
directors, stock plan committee or any other committees. However, our board of
directors will consider establishing various committees during the current
fiscal year.

Audit Committee Financial Expert

We have no financial expert. We believe the cost related to
retaining a financial expert at this time is prohibitive.

22

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Terms of Office

Our directors are appointed for one-year terms to hold office
until the next annual general meeting of the holders of our Common Stock or
until removed from office in accordance with our by-laws. Our officers are
appointed by our board of directors and hold office until removed by our board
of directors.

Code of Ethics

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a "code of ethics" as defined by applicable rules of the
SEC. Our Code of Ethics is attached as an exhibit to this Annual Report on Form
10-KSB for the year ended August 31, 2005. If we make any amendments to our Code
of Ethics other than technical, administrative, or other non-substantive
amendments, or grant any waivers, including implicit waivers, from a provision
of our Code of Ethics to our chief executive officer, chief financial officer,
or certain other finance executives, we will disclose the nature of the
amendment or waiver, its effective date and to whom it applies in a Current
Report on Form 8-K filed with the SEC.

Section 16(a) Beneficial Ownership Reporting
Compliance

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our securities (Reporting Persons) to file reports of ownership and changes
in ownership with the SEC. Reporting Persons are required by SEC regulations to
furnish us with copies of all forms they file pursuant to Section 16(a). Based
solely on our review of such reports received by the Company, and written
representations from certain Reporting Persons that no other reports were
required for those persons, we believe that during the year ended August 31,
2005, all Reporting Persons complied with all Section 16(a) filing requirements
applicable to them.

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth certain compensation information
as to the following individuals (our named executive officers) for the two
most recently completed fiscal years ended August 31, 2005 and 2004:

| | (a) | our chief executive officer and chief financial officer;
      and
| | --- | ------------------------------------------------------------------
| |     |                                                                   
| | (b) | our most highly compensated executive
  officer.                  

No other compensation was paid to our named executive officers
other than the compensation set forth below.

SUMMARY COMPENSATION TABLEANNUAL
      **COMPENSATION**
    LONG TERM
      COMPENSATIONName
    Title
    Year
    Salary
    Bonus
    Other Annual
      Compen- sation
    AWARDS
    PAYOUTS
    All Other Compen-
      sationRestricted Stock
      Awarded
    Options/ SARs*
      (#)
    LTIP payouts ($)Vernon Samaroo
    President, CEO, Secretary,
      Treasurer and Director
    2005 2004
    $0  
 $0
    $0 $0
    $0 $0
    0 0
    0 0
    $0 $.
    $0 $0


23

---

STOCK OPTION GRANTS

We did not grant any stock options to our executive officers or
directors during our most recent fiscal year ended August 31, 2005. We also have
not granted any stock options to our executive officers or directors since
August 31, 2005. In addition, as of August 31, 2005, no retirement, pension or
insurance programs or other similar programs have been adopted by us for the
benefit of our employees.

EXERCISES OF STOCK OPTIONS AND YEAR-END OPTION
VALUES

No stock options were exercised by our executive officers or
directors during the financial year ended August 31, 2005 and no stock options
have been exercised since August 31, 2005.

LONG-TERM INCENTIVE PLANS

We do not have any long-term incentive plans, pension plans, or
similar compensatory plans for our directors or executive officers.

COMPENSATION OF DIRECTORS

We presently do not pay our directors and officers any salary
or consulting fee. We anticipate that compensation may be paid to directors and
officers in the event that we generate revenues from sales commissions and
advertising or that the revenues generated will exceed the operating costs of
the Water Business.

EMPLOYMENT CONTRACTS

We do not have employment contracts with any of our executive
officers or directors. We also do not have any termination of employment or
change-in-control arrangements with any of our executive officers or
directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of December 14,
2005 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
and (iii) officers and directors as a group. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to the
shares shown.

Title of Class
      Name and Address of Beneficial Owner
      Amount and Nature of
      Beneficial Ownership
      Percentage of
      Common Stock(1)Common Stock
    Vernon Samaroo
      President, Secretary and Treasurer Director 18523 98thAvenue Edmonton, Alberta Canada T5T 3E6
    6,000,000Direct
    58%Common Stock
    All Officers and Directors
      as a Group (1 person)
    6,000,000
      Direct
    58%


|(1) | Applicable percentage of ownership is based on 10,335,000
      shares of common stock issued and outstanding as of December 14, 2005,
      together with securities exercisable or convertible into shares of common
      stock within 60 days of
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

---

December 14, 2005 for each stockholder.
  Beneficial ownership is determined in accordance with the rules of the SEC and
  generally includes voting or investment power with respect to securities. Shares
  of common stock subject to securities exercisable or convertible into shares
  of common stock that are currently exercisable or exercisable within 60 days
  of December 14, 2005 are deemed to be beneficially owned by the person holding
  such options for the purpose of computing the percentage of ownership of such
  person, but are not treated as outstanding for the purpose of computing the
  percentage ownership of any other person.

---

Security Ownership of Management

We are not aware of any arrangement that might result in a
change in control in the future.

EQUITY COMPENSATION PLAN INFORMATION AS AT AUGUST 31,
      2005Plan Category
    Number of
      securities to be issued upon exercise of
      outstanding options, warrants and rights
      (a)
    Weighted-average exercise price of
      outstanding options, warrants and rights
      (b)
    Number of
      securities remaining available for issuance
      under equity compensation plans (excluding
      securities reflected in column (a)) (c)Equity Compensation Plans approved by security holders
    N/A
    N/A
    N/AEquity Compensation Plans not approved by security
      holders
    N/A
    N/A
    N/ATotal
    -
    -
    -


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Except as disclosed below, none of the following parties has,
during the last two years, had any material interest, direct or indirect, in any
transaction with us or in any presently proposed transaction that has or will
materially affect us:

- Any of our directors or officers;
- Any person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares carrying
  more than 10% of the voting rights attached to our outstanding shares of
  common stock;
- Any of our promoters; and
- Any relative or spouse of any of the foregoing persons who has the same
  house as such person.

We issued 6,000,000 total shares of common stock to our
President, Mr. Vernon Samaroo, at a price of $0.001 per share. This issuance was
made to Mr. Samaroo, who is a sophisticated individual and is in a position of
access to relevant and material information regarding our operations. The shares
were issued pursuant to Section 4(2) of the Securities Act and are restricted
shares as defined in the Securities Act.

25

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ITEM 13. EXHIBITS.

The following exhibits are either provided with this Annual
Report or are incorporated herein by reference:

|Exhibit |                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                               
|3.1     | Articles of Incorporation.(1)                                                                                                                         
|3.2     | Bylaws, as amended. (1)                                                                                                                               
|4.1     | Form of Share Certificate.(1)                                                                                                                         
|10.1    | Purchase Agreement dated May 17, 2004
      between Larry R.W. Sostad and Southridge Enterprises Inc.(1)                                              
|
|10.2    | Assignment Agreement dated July 17,
      2004 between Southridge Enterprises Inc. and Southridge Exploration
      Inc.(1)                           
|
|10.3    | Bill of Sale dated July 19, 2004 between Larry
      R. W. Sostad and Southridge Exploration Inc.(1)                                                  
|10.4    | Work Statement filed March 18, 2005.
      (1)                                                                                                        
|14.1    | Code of Ethics.                                                                                                                                       
|21.1    | List of Subsidiaries                                                                                                                                  
|31.1    | Certification
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|32.1    | Certification
      of Chief Executive Officer and Chief Financial Officer as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002.
|

| | (1) | Filed with the SEC as an exhibit to our Registration
        Statement on Form SB-2 originally filed on October 13, 2004, as amended.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed and/or accrued for the most recently
  completed fiscal year ended August 31, 2005 and the period from May 4, 2004
  (inception) to August 31, 2004 for professional services rendered by the principal
  accountant for the audit of our annual financial statements and review of the
  financial statements included our Quarterly Reports on Form 10-QSB and services
  that are normally provided by the accountant in connection with statutory and
  regulatory filings or engagements for these fiscal periods were as follows:

Year Ended August 31, 2005
      **For the period from May 4,
        2004 (Inception) to
        August 31, 2004**Audit Related Fees
      $10,000
      $15,000Tax Fees
    -
      -All Other
Fees
    -
      -Total
      $10,000
      $15,000


26

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                   |     | SOUTHRIDGE ENTERPRISES INC.                     
|----- | ----------------- | --- | ------------------------------------------------
|      |                   |     |                                                 
|      |                   |     |                                                 
|Date: | December 16, 2005 | By: | /s/ *Vernon Samaroo*                            
|      |                   |     | VERNON SAMAROO                                  
|      |                   |     | Chief Executive Officer, Chief Financial Officer
|      |                   |     | President, Secretary and Treasurer              
|      |                   |     | Director                                        
|      |                   |     | (Principal Executive Officer                    
|      |                   |     | and Principal Accounting Officer)               

In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|Date: | December 16, 2005 | By: | /s/ *Vernon Samaroo*                            
|----- | ----------------- | --- | ------------------------------------------------
|      |                   |     | VERNON SAMAROO                                  
|      |                   |     | Chief Executive Officer, Chief Financial Officer
|      |                   |     | President, Secretary and Treasurer              
|      |                   |     | Director                                        
|      |                   |     | (Principal Executive Officer                    
|      |                   |     | and Principal Accounting Officer)               

---