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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended May 31, 2009

or

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

For the transition period from ________________
to________________

Commission file number 333-119715

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

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|2640 Tempe Knoll Drive, North Vancouver, BC                          | V6C 1V5                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
604.908.0233

Securities registered pursuant to Section 12(b) of the Act:

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value(Title
of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act. Yes [ 
 ]    No [X]

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

1

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

Indicate by check mark if disclosure of
  delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 
  of this
  chapter) is not contained herein, and will not 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-K or any amendment to this
  Form 
  10-K. [X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ] | Accelerated
      filer                   [  
      ]
|----------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company
[X]                        

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrants most
recently completed second fiscal quarter: $1,039,350based on a
price of $0.065 per share multiplied by 15,990,000 shares held by
non-affiliates.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
54,990,000 shares of common stock as of August 17, 2009.

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PART I

ITEM 1. BUSINESS

This
annual report contains forward-looking statements. Forward-looking statements
are projections in respect of future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology such
as may, should, intends, expects, plans, anticipates, believes,
estimates, predicts, potential, or continue or the negative of these
terms or other comparable terminology. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
ability of our company to accelerate the development of products we are
developing, our ability to out-license such products and our ability to raise
sufficient funds for such development, which may cause our or our industrys
actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance expressed or implied
by these forward-looking statements. For a further description of risk factors
that may affect our company, please see Item 1A Risk Factors commencing on
page 5 of this annual report.

Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
performance. Except as required by applicable law, including the securities laws
of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to common shares refer to the common
shares in our capital stock.

As used
in this annual report, and unless otherwise indicated, the terms we, us and
our mean Carolyn River Projects Ltd., unless otherwise indicated.

Corporate History

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

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

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

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

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

Our Current Business

We are
an exploration stage company. We are currently seeking opportunities to acquire
prospective or existing mineral properties or are seeking business opportunities
with established business entities for the merger of

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a target business with our company. In certain instances, a
target business may wish to become a subsidiary of us or may wish to contribute
assets to us rather than merge. We are currently in negotiations with several
parties to enter into a business opportunity but we have not entered into any
definitive agreements to date and there can be no assurance that we will be able
to enter into any definitive agreements. We anticipate that any new acquisition
or business opportunities by our company will require additional financing.
There can be no assurance, however, that we will be able to acquire the
financing necessary to enable us to pursue our plan of operation. If our company
requires additional financing and we are unable to acquire such funds, our
business may fail.

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

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

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

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

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

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

Competition

We are a
company seeking prospective business opportunities. We compete with other
companies for both the acquisition of prospective businesses and the financing
necessary to develop such businesses.

Employees

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

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Subsidiaries

We do
not have any subsidiaries.

Intellectual Property

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

ITEM 1A. RISK FACTORS

Risks Related to our Business

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

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

Risks Related To Our Financial Condition and Business Model

Scarcity of and Competition for Business Opportunities and
Combinations

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

We will
also compete with numerous other small public companies seeking suitable
business opportunities or business combinations.

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

In 2008
and 2009, there has been a downturn in general worldwide economic conditions due
to many factors, including the effects of the subprime lending and general
credit market crises, volatile but generally declining energy costs, slower
economic activity, decreased consumer confidence and commodity prices, reduced
corporate profits and capital spending, adverse business conditions, increased
unemployment and liquidity concerns. In addition, these macroeconomic effects,
including the resulting recession in various countries and slowing of the global
economy, will likely result in decreased business opportunities as potential
target companies face increased financial hardship. Tightening credit and
liquidity issues will also result in increased difficulties for our company to
raise capital for our continued operations and to consummate a business
opportunity with a viable business.

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

We had
cash in the amount of $2,265 and a working capital deficit of $113,448 as of May
31, 2009. We anticipate that we will require additional financing while we are
seeking a suitable business opportunity or business

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combination. Further, we anticipate that we will not have
sufficient capital to fund our ongoing operations for the next twelve months. We
may be required to raise additional financing for a particular business
combination or business opportunity. We would likely secure any additional
financing necessary through a private placement of our common shares.

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

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

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

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

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

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

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

We will,
in all likelihood, sustain operating expenses without corresponding revenues, at
least until we complete a business combination or acquire a business
opportunity. This may result in our company incurring a net operating loss which
will increase continuously until we complete a business combination or acquire a
business opportunity that can generate revenues that result in a net profit to
us. There is no assurance that we will identify a suitable business opportunity
or complete a business combination.

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No agreement for business combination or other
transaction/no standards for business combination.

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

Risks Associated with Our Common Stock

Trading of our stock may be restricted by the SECs penny
stock regulations, which may limit a stockholders ability to buy and sell our
stock.

The SEC
has adopted regulations which generally define penny stock to be any equity
security that has a market price (as defined) less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to certain exceptions. Our
securities are covered by the penny stock rules, which impose additional sales
practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors.

The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC, which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

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

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

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

Our
common stock currently trades on a limited basis on the OTC Bulletin Board.
Trading of our stock through the OTC Bulletin Board is frequently thin and
highly volatile. There is no assurance that a sufficient market

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will develop in our stock, in which case it could be difficult
for shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not
applicable.

ITEM 2. PROPERTIES.

Executive Offices

We do
not own any real property. Our principal business offices are located at 2640
Tempe Knoll Drive, North Vancouver, BC. and is currently donated by our
president. We believe our current premises are adequate for our current
operations and we do not anticipate that we will require any additional premises
in the foreseeable future. When and if we require additional space, we intend to
move to new premises.

ITEM 3. LEGAL PROCEEDINGS.

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

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

None.

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PART II

ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market for Securities

Our
common shares were quoted for trading on the OTC Bulletin Board on November 22,
2006 under the symbol QRMV. On June 14, 2007 our symbol changed to PGFT. On
August 24, 2007 our symbol changed to CRPL. The following quotations obtained
from the OTC Bulletin Board reflect the highs and low bid prices for our common
stock based on inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions for the periods
indicated.

OTC Bulletin BoardQuarter Ended
      High (U.S.$)
      
      Low (U.S.$)May 31, 2009
      $0.0021
      
      $0.00February 28, 2009
      $0.04
      
      $0.00November 30, 2008
      $0.07
      
      $0.00August 31, 2008
      $0.08
      
      $0.00May 31, 2008
      $0.00
      
      $0.00February 29, 2008
      $0.17
      
      $0.07November 30, 2007
      $0.40
      
      $0.06August 31, 2007
      $3.00
      
      $0.00


We do
not have any common stock subject to outstanding options or warrants.

Holders of our Common Stock

As of
  August 17, 2009, there were holders of record of our common stock. As of such
  date, 54,990,000 common shares of our company were issued and outstanding.

Empire
Stock Transfer is the registrar and transfer agent for our common shares. Their
address is 2470 St. Rose Pkwy, Suite 304, Henderson, Nevada 89074 (telephone
number: 702.818.5898) .

Dividend Policy

We have
not declared or paid any cash dividends since inception. Although there are no
restrictions that limit our ability to pay dividends on our common shares, we
intend to retain future earnings, if any, for use in the operation and expansion
of our business and do not intend to pay any cash dividends in the foreseeable
future.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do
not have any equity compensation plans.

Recent Sales of Unregistered Securities

We did
not issue any equity securities that were not registered under the Securities
Act during the fiscal year ended May 31, 2009.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did
not purchase any of our shares of common stock or other securities during our
fiscal year ended May 31, 2009.

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ITEM 6. SELECTED FINANCIAL DATA.

Not
Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The
following discussion should be read in conjunction with our audited financial
statements and the related notes that appear elsewhere in this annual report.
The following discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include those discussed below and elsewhere in
this annual report.

Our
audited financial statements are stated in United States dollars and are
prepared in accordance with United States generally accepted accounting
principles.

Results of Operations for the Fiscal Years ended May 31,
2009 and May 31, 2008

There
were no material changes in our results of operations as our results of
operations were consistent with past periods. We did not generate or realize any
revenues from our business operations and our expenses were related to complying
with our obligations as a reporting company under the Exchange Act. These
expenses consisted primarily of professional fees relating to the preparation of
our financial statements and completion of our annual report, quarterly reports
and current reports filings with the SEC.

During
the year ended May 31, 2009, we incurred expenses of $34,275 compared to $38,804
during the year ended May 31, 2008. The decrease in expenses during the year
ended May 31, 2009 was primarily due to decreases in legal expenses.

As of
May 31, 2009, our company had cash of $2,265 and a working capital deficit of
$113,448. We estimate our operating expenses and working capital requirements
for the next twelve period to be as follows:

| | 1. | $15,000 in connection with our company locating,
      evaluating and negotiating potential business opportunities;                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                  
| | 2. | $30,000 for operating expenses, including professional
      legal and accounting expenses associated with our company being a
      reporting issuer under the Exchange Act; and
| |    |                                                                                                                                                                                  
| | 3. | $10,000 for other expenses, including interest, bank
      charges and transfer agent fees.                                                                                      

We will
incur additional expenses if we are successful in entering into an agreement to
acquire a suitable business opportunity. If we enter into such an agreement, we
anticipate that we will require significant funds to develop the business in
addition to any acquisition costs. It is not possible to estimate such funding
requirements until such time as we enter into a business combination.

Cash Flow Used in Operating Activities

Operating activities used cash of $19,778 for the year ended May 31, 2009,
compared to using cash of $37,162 for the year ended May 31, 2008. The decrease
in cash used during the year ended May 31, 2009 was primarily attributable to a
decrease in our net loss and an increase in amounts payable and accrued
liabilities.

Cash Flow Provided by Financing Activities

Financing activities provided cash of $19,010 for the year ended May 31, 2009
compared to providing cash of $36,026 for the year ended May 31, 2008. The cash
provided for the years ended May 31, 2009 and May 31, 2008 was from short-term
debt.

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Liquidity and Capital Resources

We had
cash of $2,265 and current liabilities of $115,713 as of May 31, 2009. We had
working capital of $113,448 as of May 31, 2009.

We will
incur additional expenses if we are successful in entering into an agreement to
acquire an interest in a prospective or existing mineral property or a business
opportunity. If we acquire any property interests, we will require significant
funds to develop the property in addition to any acquisition costs. It is not
possible to estimate such funding requirements until such time as we enter into
a definitive agreement to acquire an interest in a property or enter into a
business combination.

We
require a minimum of approximately $55,000 to proceed with our plan of operation
over the next twelve months, exclusive of any acquisition or development costs.
This amount may also increase if we are required to carry out due diligence
investigations in regards to any prospective property or business opportunity or
if the costs of negotiating the applicable transaction are greater than
anticipated. As we had cash in the amount of $2,265 and a working capital
deficit in the amount of $113,448 as of May 31, 2009, we do not have sufficient
working capital to enable us to carry out our stated plan of operation for the
next twelve months. We plan to complete private placement sales of our common
stock in order to raise the funds necessary to pursue our plan of operation and
to fund our working capital deficit in order to enable us to pay our accounts
payable and accrued liabilities. We currently do not have any arrangements in
place for the completion of any private placement financings and there is no
assurance that we will be successful in completing any private placement
financings.

Off-Balance Sheet Arrangements

As of
May 31, 2009, our company had no off-balance sheet arrangements, including
outstanding derivative financial statements, off-balance sheet guarantees,
interest rate swap transactions or foreign currency contracts. Our company does
not engage in trading activities involving non-exchange traded contracts.

Going Concern

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

Application of Critical Accounting Policies

Use of Estimates

The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Our
company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are readily apparent from other sources. The actual results
experienced by our company may differ materially from our companys estimates.
To the extent there are material differences, future results may be
affected.

Foreign Currency Translation

Our
companys functional currency is the United States Dollar. In accordance with
SFAS No. 52, Foreign Currency Translation, foreign denominated monetary assets
and liabilities are translated into their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet date. Non monetary
assets and liabilities are translated at the exchange rates prevailing on the
transaction date. Revenue and expenses are translated

11

---

at average rates of exchange during the year. Gains or losses
resulting from foreign currency transactions are included in the results of
operations.

Loss Per Share

Basic
earnings (loss) per share includes no dilution and is computed by dividing the
net earnings (loss) by the weighted average number of common shares outstanding
for the period. Dilutive earnings per share reflect the potential dilution of
securities that could share in the earnings of our company. Because our company
does not have any potentially dilutive securities diluted earnings (loss) per
share is equal to basic earnings (loss) per share.

Stock Based Compensation

Our
company has not adopted a stock option plan and therefore has not granted any
stock options. Accordingly, no stock-based compensation has been recorded to
date.

Other Comprehensive Income

SFAS No.
130, Reporting Comprehensive Income, establishes standards for the reporting
and display of comprehensive loss and its components in the financial
statements. For the years ended May 31, 2009 and 2008, there are no items that
cause comprehensive loss to be different from net loss.

Income Taxes

In
accordance with SFAS No. 109 Accounting for Income Taxes our company follows
the liability method of accounting for income taxes. Under this method, deferred
tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of
assets and liabilities and their respective tax balances. Deferred tax assets
and liabilities are measured using enacted or substantially enacted tax rates
expected to apply to the taxable income in the years in which those differences
are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the date of enactment or substantive enactment. As at May 31, 2009 our
company had net operating loss carry forwards, however, due to the uncertainty
of realization, our company has provided a full valuation allowance for the
deferred tax assets resulting from these loss carry forwards.

In July
2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes. FIN
48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes; prescribes a recognition threshold and measurement attribute
for the financial statement recognition and measurement of a tax position taken
or expected to be taken in a tax return; and provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. Our company adopted the provisions of FIN 48 on June
1, 2007. Tax positions must meet a more-likely-than-not recognition threshold
at the effective date to be recognized upon the adoption of FIN 48 and in
subsequent periods. The adoption of FIN 48 had an no impact on our companys
financial position and did not result in any unrecognized tax benefits being
recorded.

Financial Instruments

The fair
value of our companys financial instruments consisting of cash, accounts
payable, short term debt and amounts due to related party approximate their
carrying values due to the immediate or short-term maturity of these financial
instruments.

Recent Accounting Pronouncements

In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the preparation of
financial statements of non-governmental entities that are presented in
conformity

12

---

with generally accepted accounting principles in the United
States. It is effective sixty days following the SECs approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting Principles. The
adoption of this statement is not expected to have a material effect on our
companys financial statements.

In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements Liabilities  an Amendment of ARB No. 51.
This statement amends ARB 51 to establish accounting and reporting standards for
the Non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. Earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on our company's financial statements.

Other
accounting pronouncements issued by the FASB with future effective dates are
either not applicable or are not expected to be significant to the financial
statements of our company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not
applicable.

13

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.













CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

FINANCIAL STATEMENTS

MAY 31, 2009







14

---



To the Stockholders and Board of Directors of Carolyn River
Projects Ltd.

We have audited the accompanying balance sheets of Carolyn
River Project Ltd. (a development stage company) as of May 31, 2009 and 2008 and
the related statements of operations, cash flows and stockholders deficit for
the years then ended and the period from February 2, 2004 (Inception) to May 31,
2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, these financial statements present fairly, in
all material respects, the financial position of Carolyn River Projects Ltd. as
of May 31, 2009 and 2008 and the results of its operations and its cash flows
for the years then ended and the period from February 2, 2004 (Inception) to May
31, 2009 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company is in the development stage, has not
generated revenues since inception, has incurred losses in developing its
business, and further losses are anticipated. The Company requires additional
funds to meet its obligations and the costs of its operations. These factors
raise substantial doubt about the Companys ability to continue as a going
concern. Managements plans in this regard are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

|DMCL                               
|-------------------------------------
|DALE MATHESON CARR-HILTON LABONTE LLP
|CHARTERED ACCOUNTANTS                
|Vancouver, Canada                    
|July 30, 2009                        



---

|CAROLYN RIVER PROJECTS LTD.  
|-----------------------------
|(A Development Stage Company)
|BALANCE SHEETS               

|                                                      |   | May 31,  |   |   | May 31,  |  
|----------------------------------------------------- | - | -------- | - | - | -------- | -
|                                                      |   | 2009     |   |   | 2008     |  
|                                                      |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|ASSETS                                                |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|Current                                               |   |          |   |   |          |  
|Cash                                                  | $ | 2,265    |   | $ | 3,033    |  
|                                                      |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|LIABILITIES AND
      STOCKHOLDERS DEFICIT           |   |          |   |   |          |  
|                                                      |   |          |   |   |          |  
|Current                                               |   |          |   |   |          |  
|Accounts payable and accrued liabilities              | $ | $        |   |   |          |  
|Short term debt (Note 3)                              |   | 61,546   |   |   | 37,826   |  
|Due
      to related party (Note 4)                   |   | 31,550   |   |   | 31,550   |  
|                                                      |   | 115,713  |   |   | 82,206   |  
|                                                      |   |          |   |   |          |  
|Stockholders deficit                                 |   |          |   |   |          |  
|Common stock (Note 5)                                 |   |          |   |   |          |  
|Authorized:                                           |   |          |   |   |          |  
|585,000,000 common shares, par value $0.001 per share |   |          |   |   |          |  
|Issued
      and outstanding:                         |   |          |   |   |          |  
|54,990,000 common shares (May 31, 2008               |   | 30,000   |   |   | 30,000   |  
|54,990,000)                                           |   |          |   |   |          |  
|Deficit accumulated during the development stage      |   | (143,448 | ) |   | (109,173 | )
|                                                      |   | (113,448 | ) |   |          |  
|                                                      |   |          |   |   |          |  
|                                                      | $ | 2,265    |   | $ | 3,033    |  

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

---

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

|                                             |   |                    |   |   |                    |   |   | Period from        |  
|-------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                             |   |                    |   |   |                    |   |   | February 2, 2004   |  
|                                             |   |                    |   |   |                    |   |   | (Date of           |  
|                                             |   | Year Ended         |   |   | Year Ended         |   |   | Inception) to      |  
|                                             |   | May
      31, 2009 |   |   | May
      31, 2008 |   |   | May
      31, 2009 |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|Expenses                                     |   |                    |   |   |                    |   |   |                    |  
|Accounting and audit                         | $ | 17,693             |   | $ | 17,890             |   | $ | 76,697             |  
|Bank charges and interest                    |   | 74                 |   |   | 77                 |   |   | 603                |  
|Filing                                       |   | 2,124              |   |   | 2,466              |   |   | 9,786              |  
|Interest                                     |   | 4,710              |   |   |                    |   |   | 7,732              |  
|Legal                                        |   | 9,174              |   |   | 16,110             |   |   | 33,934             |  
|Mineral property costs                       |   | -                  |   |   |                    |   |   | 12,500             |  
|Office and general                           |   | -                  |   |   | 436                |   |   | 596                |  
|Transfer agent fees                          |   | 500                |   |   | 25                 |   |   | 1,600              |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|Net loss                                     | $ | (34,275            | ) | $ | (38,804            | ) | $ | (143,448           | )
|                                             |   |                    |   |   |                    |   |   |                    |  
|Net loss per
      share  basic and diluted | $ | (0.00              | ) | $ | (0.00              | ) |   |                    |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|Weighted average number of common            |   |                    |   |   |                    |   |   |                    |  
|shares outstanding - basic and diluted       |   | 54,990,000         |   |   | 54,990,000         |   |   |                    |  

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

---

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

|                                                            |   |                    |   |   |                    |   |   | February 2, 2004   |  
|----------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                            |   | Year Ended         |   |   | Year Ended         |   |   | (Inception) to     |  
|                                                            |   | May
      31, 2009 |   |   | May
      31, 2008 |   |   | May
      31, 2009 |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash flows from operating activities                        |   |                    |   |   |                    |   |   |                    |  
|Net loss                                                    | $ | (34,275            | ) | $ | (38,804            | ) | $ | (143,448           | )
|Adjustments to reconcile net
      loss to net cash used in |   |                    |   |   |                    |   |   |                    |  
|operating activities:                                       |   |                    |   |   |                    |   |   |                    |  
|Accrued
      interest                                      |   | 4,710              |   |   | 1,800              |   |   | 6,510              |  
|Changes in non cash working capital items:                  |   |                    |   |   |                    |   |   |                    |  
|Accounts payable and accrued
      liabilities              |   | 9,787              |   |   | (158               | ) |   | 22,617             |  
|Net cash used
      in operating activities                 |   | (19,778            | ) |   | (37,162            | ) |   | (114,321           | )
|                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash flows from financing activities                        |   |                    |   |   |                    |   |   |                    |  
|Proceeds from sale and issuance of
      common stock       |   | -                  |   |   | -                  |   |   | 30,000             |  
|Advances from related party                                 |   | -                  |   |   | -                  |   |   | 31,550             |  
|Short-term debt                                             |   | 19,010             |   |   | 36,026             |   |   | 55,036             |  
|Net cash provided by financing activities                   |   | 19,010             |   |   | 36,026             |   |   | 116,586            |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Net increase (decrease) in cash                             |   | (768               | ) |   | (1,136             | ) |   | 2,265              |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash, beginning                                             |   | 3,033              |   |   | 4,169              |   |   | -                  |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash, ending                                                | $ | 2,265              |   | $ | 3,033              |   | $ | 2,265              |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Supplemental cash flow information                          |   |                    |   |   |                    |   |   |                    |  
|Cash paid for:                                              |   |                    |   |   |                    |   |   |                    |  
|Interest                                                    | $ | -                  |   | $ | -                  |   | $ | 1,222              |  
|Income taxes                                                | $ | -                  |   | $ | -                  |   | $ | -                  |  

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

---

|CAROLYN RIVER PROJECTS LTD.                       
|--------------------------------------------------
|(A Development Stage Company)                     
|STATEMENT OF STOCKHOLDERS' DEFICIT                
|February 2, 2004
      (Inception) to May 31, 2009

|                                |  |            |  |   |        |  |   | Deficit     |   |   |          |  
|------------------------------- |  | ---------- |  | - | ------ |  | - | ----------- | - | - | -------- | -
|                                |  |            |  |   |        |  |   | Accumulated |   |   |          |  
|                                |  | Number of  |  |   |        |  |   | During the  |   |   |          |  
|                                |  | Common     |  |   | Common |  |   | Development |   |   |          |  
|                                |  | Shares     |  |   | Shares |  |   | Stage       |   |   | Total    |  
|                                |  |            |  |   |        |  |   |             |   |   |          |  
|                                |  |            |  |   |        |  |   |             |   |   |          |  
|Common stock issued for cash    |  |            |  |   |        |  |   |             |   |   |          |  
|at $0.001 per share, February   |  |            |  |   |        |  |   |             |   |   |          |  
|2004                            |  | 39,000,000 |  | $ | 5,000  |  | $ | -           |   | $ | 5,000    |  
|Common stock issued for cash    |  |            |  |   |        |  |   |             |   |   |          |  
|at $0.001 per share, March      |  |            |  |   |        |  |   |             |   |   |          |  
|2004                            |  | 15,600,000 |  |   | 20,000 |  |   | -           |   |   | 20,000   |  
|Common stock issued for cash    |  |            |  |   |        |  |   |             |   |   |          |  
|at $0.013 per share, April 2004 |  | 390,000    |  |   | 5,000  |  |   | -           |   |   | 5,000    |  
|Net loss                        |  | -          |  |   | -      |  |   | (14,547     | ) |   | (14,547  | )
|Balance, May 31, 2004           |  | 54,990,000 |  |   | 30,000 |  |   | (14,547     | ) |   | 15,453   |  
|Net loss                        |  | -          |  |   | -      |  |   | (15,553     | ) |   | (15,553  | )
|Balance, May 31, 2005           |  | 54,990,000 |  |   | 30,000 |  |   | (30,100     | ) |   | (100     | )
|Net loss                        |  | -          |  |   | -      |  |   | (22,033     | ) |   | (22,033  | )
|Balance, May 31, 2006           |  | 54,990,000 |  |   | 30,000 |  |   | (52,133     | ) |   | (22,133  | )
|Net loss                        |  | -          |  |   | -      |  |   | (18,236     | ) |   | (18,236  | )
|Balance, May 31, 2007           |  | 54,990,000 |  |   | 30,000 |  |   | (70,369     | ) |   | (40,369  | )
|Net loss                        |  | -          |  |   | -      |  |   | (38,804     | ) |   | (38,804  | )
|Balance, May 31, 2008           |  | 54,990,000 |  |   | 30,000 |  |   | (109,173    | ) |   | (79,173  | )
|Net loss                        |  | -          |  |   | -      |  |   | (34,275     | ) |   | (34,275  | )
|                                |  |            |  |   |        |  |   |             |   |   |          |  
|Balance, May 31, 2009           |  | 54,990,000 |  | $ | 30,000 |  | $ | (143,448    | ) | $ | (113,448 | )

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

---

|CAROLYN RIVER PROJECTS LTD.      
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2009                     
|                                 

1. NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the State of Nevada on February
2, 2004 as Quorum Ventures, Inc. The Companys fiscal year end is May 31.
Effective June 15, 2007, the Company completed a merger with its subsidiary
Parmasters Golf Training Centers, Inc. As a result, the Companys name was
changed from Quorum Ventures, Inc. to Parmasters Golf Training Centers,
Inc.. Effective August 24, 2007, the Company completed a merger with its
subsidiary, Carolyn River Projects Ltd. As a result, the Companys name was
changed from Parmasters Golf Training Centers, Inc. to Carolyn River Projects
Ltd.

The Company is a development stage company. It is currently
seeking opportunities to acquire prospective or existing mineral properties or
is seeking business opportunities with established business entities for the
merger of a target business with the Company.

Going Concern

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As of May 31, 2009, the
Company has not yet achieved profitable operations and has accumulated a deficit
of $143,448. Its ability to continue as a going concern is dependent upon the
ability of the Company to obtain the necessary financing to meet its obligations
and pay its liabilities arising from normal business operations when they come
due. The outcome of these matters cannot be predicted with any certainty at this
time and raise substantial doubt that the Company will be able to continue as a
going concern. These financial statements do not include any adjustments to the
amounts and classification of assets and liabilities that may be necessary
should the Company be unable to continue as a going concern. Management intends
to obtain additional funding by borrowing funds from its directors and officers,
or a private placement of common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles (GAAP) in the United
States of America and are presented in US dollars.

Development Stage Company

The Company is considered to be in the development stage,
pursuant to Statement of Financial Accounting Standards (SFAS) No. 7,
Accounting and Reporting by Development Stage Enterprises.

---

|CAROLYN RIVER PROJECTS LTD.      
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2009                     
|                                 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contd

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other
sources. The actual results experienced by the Company may differ materially from the Companys estimates. To the extent there are material differences, future results may be affected.

Foreign Currency Translation

The Companys functional currency is the United States Dollar. In accordance with SFAS No. 52, Foreign Currency Translation, foreign denominated monetary assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of
exchange during the year. Gains or losses resulting from foreign currency transactions are included in the results of operations.

Loss Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect the potential dilution of
securities that could share in the earnings of the Company. Because the Company does not have any potentially dilutive securities diluted earnings (loss) per share is equal to basic earnings (loss) per share.

Stock Based Compensation

The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Other Comprehensive Income

SFAS No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. For the years ended May 31, 2009 and 2008, there are no items that
cause comprehensive loss to be different from net loss.

---

|CAROLYN RIVER PROJECTS LTD.      
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2009                     
|                                 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contd

Income Taxes

In accordance with SFAS No. 109 Accounting for Income Taxes
the Company follows the liability method of accounting for income taxes. Under
this method, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of assets and liabilities and their respective tax balances.
Deferred tax assets and liabilities are measured using enacted or substantially
enacted tax rates expected to apply to the taxable income in the years in which
those differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the date of enactment or substantive
enactment. As at May 31, 2009 the Company had net operating loss carry forwards,
however, due to the uncertainty of realization, the Company has provided a full
valuation allowance for the deferred tax assets resulting from these loss carry
forwards.

In July 2006, the Financial Accounting Standards Board (FASB)
issued FASB Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes. FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with SFAS No.
109, Accounting for Income Taxes; prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return; and provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. The Company adopted the provisions
of FIN 48 on June 1, 2007. Tax positions must meet a more-likely-than-not
recognition threshold at the effective date to be recognized upon the adoption
of FIN 48 and in subsequent periods. The adoption of FIN 48 had an no impact on
the Companys financial position and did not result in any unrecognized tax
benefits being recorded.

Financial Instruments

The fair value of the Companys financial instruments
consisting of cash, accounts payable, short term debt and amounts due to related
party approximate their carrying values due to the immediate or short-term
maturity of these financial instruments.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of non-governmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective sixty days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity with Generally Accepted Accounting
Principles. The adoption of this statement is not expected to have a material
effect on the Companys financial statements.

F-2

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|CAROLYN RIVER PROJECTS LTD.      
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2009                     
|                                 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Contd

Recent Accounting Pronouncements Contd

In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements Liabilities an
Amendment of ARB No. 51. This statement amends ARB 51 to establish accounting
and reporting standards for the Non-controlling interest in a subsidiary and for
the deconsolidation of a subsidiary. This statement is effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2008. Earlier adoption is prohibited. The adoption of this
statement is not expected to have a material effect on the Company's financial
statements.

Other accounting pronouncements issued by the FASB with future
effective dates are either not applicable or are not expected to be significant
to the financial statements of the Company.

3. SHORT-TERM DEBT

During the year ended May 31, 2008, the Company arranged a
credit facility with a lender for an amount up to $100,000. At May 31, 2009, the
Company has a balance owing to the lender in the amount of $61,546 (2008:
$37,826) including total accrued interest of $6,510 (2008: $1,800). The amount
is unsecured, bears an interest rate of 10% per annum and payable on demand.

4. DUE TO RELATED PARTY

The Company has a balance owing to a director in the amount of
$31,550 as at May 31, 2009 (2008: $31,550). The amount is non-interest bearing,
unsecured, with no stated terms of repayment. The related party transactions are
measured at the exchange amount, which represent the amounts agreed to between
the related parties.

5. COMMON STOCK

The total number of common shares authorized that may be issued
by the Company is 585,000,000 shares with a par value of one tenth of one cent
($0.001) per share.

At May 31, 2009, there were no outstanding stock options or
warrants.

Effective June 11, 2007, the Company completed a seven point
eight (7.8) for one (1) forward stock split of its authorized, issued and
outstanding common stock. As a result, the Companys authorized share capital
increased from 75,000,000 shares of common stock with a par value of $0.001 per
share to 585,000,000 shares of common stock with a par value of $0.001 per
share. The Companys issued and outstanding share capital increased from
7,050,000 shares of common stock to 54,990,000 shares of common stock. All share
and per share information in these financial statements has been retro-actively
restated for all periods presented to give effect of this stock split.

F-3

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|CAROLYN RIVER PROJECTS LTD.      
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|MAY 31, 2009                     
|                                 

6. INCOME TAXES

The provision for income taxes reported differs from the
amounts computed by applying aggregate income tax rates for the loss before tax
provision are as follows:

|                                                                   |   | 2009    |   |   | 2008    |  
|------------------------------------------------------------------ | - | ------- | - | - | ------- | -
|                                                                   |   |         |   |   |         |  
|Loss before income taxes                                           | $ | (34,275 | ) | $ | (38,804 | )
|Statutory tax
      rate                                           |   | 35%     |   |   | 35%     |  
|                                                                   |   |         |   |   |         |  
|Expected recovery of income taxes computed at standard
      rates |   | 11,996  |   |   | 13,581  |  
|Unrecognized non capital loss carry-forward                        |   | (11,996 | ) |   | (13,581 | )
|                                                                   |   |         |   |   |         |  
|Income tax provision                                               | $ | -       |   | $ | -       |  

The Companys deferred tax asset is as follows:

|                                 |   | 2009    |   |   | 2008    |  
|-------------------------------- | - | ------- | - | - | ------- | -
|                                 |   |         |   |   |         |  
|Deferred tax asset:              |   |         |   |   |         |  
|Non capital losses carry forward | $ | (50,050 | ) | $ | (37,581 | )
|Less: Valuation allowances       |   | (50,050 | ) |   | (37,581 | )
|                                 |   |         |   |   |         |  
|Net deferred tax asset           | $ | -       |   | $ | -       |  

The Company has available net operating loss carry forwards of
approximately $143,000 (2008: $107,000) for tax purposes to offset future
taxable income, which expires beginning 2024. The potential deferred tax
benefits of these losses carried-forward have not been reflected in these
financial statements due to the uncertainty regarding their ultimate
realization.

The Company has not filed income tax returns since inception in
the United Stated and Canada. Both taxing authorities prescribe penalties for
failing to file certain tax returns and supplemental disclosures. Upon filing
there could be penalties and interest assessed. Such penalties vary by
jurisdiction and by assessing practices and authorities. As the Company has
incurred losses since inception there would be no known or anticipated exposure
to penalties for income tax liability. However, certain jurisdictions may assess
penalties for failing to file returns and other disclosures and for failing to
file other supplementary information associated with foreign ownership, debt and
equity positions. Inherent uncertainties arise over tax positions taken with
respect to transfer pricing, related party transactions, tax credits, tax based
incentives and stock based transactions. Management has considered the
likelihood and significance of possible penalties associated with its current
and intended filing positions and has determined, based on their assessment,
that such penalties, if any, would not be expected to be material.

F-4

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain
  disclosure controls and procedures that are designed to ensure that information
  required to be disclosed in our Exchange Act reports is recorded, processed,
  summarized and reported within the time periods specified in the SECs
  rules and forms and that such information is accumulated and communicated to
  our management, including our Chief Executive Officer and Chief Financial Officer,
  as appropriate, to allow for timely decisions regarding required disclosure.
  In designing and evaluating the disclosure controls and procedures, management
  recognizes that any controls and procedures, no matter how well designed and
  operated, can provide only reasonable assurance of achieving the desired control
  objectives, and management is required to apply its judgment in evaluating the
  cost-benefit relationship of possible controls and procedures. Our disclosure
  controls and procedures were designed to provide reasonable assurance that the
  controls and procedures would meet their objectives.

As
required by SEC Rule 13a-15, our management carried out an evaluation, with the
participation of our Chief Executive and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this annual report. Based on
the foregoing, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective at the reasonable
assurance level.

Internal Control over Financial Reporting

Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Our companys internal control over
financial reporting is designed to provide reasonable assurance, not absolute
assurance, regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles in the United States of America. Internal control
over financial reporting includes those policies and procedures that: (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our companys assets; (ii)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles in the United States of America, and that our companys
receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.

In order
to evaluate the effectiveness of internal control over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act, management has conducted an
assessment, including testing, using the criteria in Internal Control 
Integrated Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).

Management has used the framework set forth in the report entitled Internal
Control-Integrated Frameworkpublished by the Committee of Sponsoring
Organizations of the Treadway Commission, known as COSO, to evaluate the
effectiveness of our internal control over financial reporting. Based on this
assessment, management has concluded that our internal control over financial
reporting was effective as of May 31, 2009.

This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our managements report on internal control over financial

25

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reporting was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only managements report in this annual report.

Changes in Internal Control over Financial Reporting

There
has been no change in our internal controls over financial reporting during our
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

26

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at
August 17, 2009, our directors and executive officers, their ages, positions
held, and duration of such, are as follows:

Name
      Position Held with our Company
      Age
      Date First Elected or AppointedSteven Bolton
    President, Chief Executive Officer and Director
    41
    February 2, 2004Bryan Markert
    Secretary, Treasurer and Director
    42
    February 2, 2004


Business Experience

The
following is a brief account of the education and business experience of each
director and executive officer during at least the past five years, indicating
each persons principal occupation during the period, and the name and principal
business of the organization by which he was employed.

Steven Bolton  President, Chief Executive Officer and
Director

Mr.
Steven Bolton has acted as our president, chief executive officer, and director
since our incorporation on February 2, 2004. Mr. Bolton is a graduate of the
University of British Columbia where he earned his Bachelor of Science degree in
Zoology in 1990. From 1992 to present, he has been the manager of Speedy
Printing Centers, a commercial printing company located in North Vancouver,
British Columbia, and has been involved in all aspects of its business
operations.

Mr.
Bolton does not have any professional training or technical credentials in the
exploration, development and operation of mines.

Mr.
Bolton intends to devote approximately 15% of his time to the business and
affairs of our company.

Bryan Markert  Secretary, Treasurer and Director

Mr.
Bryan Markert has acted as our secretary, treasurer and as a director since our
incorporation on February 2, 2004. Mr. Markert is a graduate of Simon Fraser
University located in Burnaby, British Columbia where he earned his Bachelor of
Arts degree in 1992, majoring in Urban Planning. From 1999 to present, Mr.
Markert has been employed by a major software company where he is a technical
engineer operating as the conduit between the companys custom software and its
end users.

Mr.
Markert does not have any professional training or technical credentials in the
exploration, development and operation of mines.

Mr.
Markert intends to devote approximately 10% of his time to the business and
affairs of our company.

Directorships

None of
our directors are either board members or officers of any publically traded
companies worldwide.

Significant Employees

We have
no significant employees other than our officers and directors.

27

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Family Relationships

There
are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                
| | 3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the SEC or the Commodity Futures Trading Commission to have
      violated a federal or state securities or commodities law, and the
      judgment has not been reversed, suspended, or
vacated.                                                  

Audit Committee

Our
board of directors struck an audit committee on August 20, 2009. As of this
date, Steve Bolton and Bryan Markert, both of our current directors, were
appointed as the members of the audit committee. Neither Steve Bolton and Bryan
Markertare independent as defined by Rule 5605 of the Nasdaq Listing
Rules or National Instrument 52-110 as adopted by the British Columbia
Securities Commission. The audit committee is directed to: review the scope,
cost and results of the independent audit of our books and records; review the
results of the annual audit with management; review the adequacy of our
accounting, financial and operating controls; recommend annually to the board of
directors the selection of the independent registered accountants; consider
proposals made by the independent registered chartered accountants for
consulting work; and report to the board of directors, when so requested, on any
accounting or financial matters. The board of directors adopted its charter for
the audit committee on August 20, 2009.

Audit Committee Financial Expert

Our
board of directors has determined that it does not have an audit committee
member that qualifies as an audit committee financial expert as defined in
Item 407(d)(5)(ii) of Regulation S-K, nor do we have a board member that
qualifies as an independent director as defined by Rule 5605 of the Nasdaq
Listing Rules.

Prior
  to appointing the audit committee on August 20, 2009, the functions of the audit
  committee were performed by our board of directors. Due to our very limited
  operations, we believe that our board of directors was, and our audit committee
  will be, capable of analyzing and evaluating our financial statements and understanding
  internal controls and procedures for financial reporting. In addition, we believe
  that retaining an independent director who would qualify as an audit committee
  financial expert would be overly costly and burdensome and is not warranted
  in our circumstances given the early stages of our development and the fact
  that we have not generated revenues to date.

Nomination Procedures For Appointment of Directors

As of
August 17, 2009, we had not effected any material changes to the procedures by
which our shareholders may recommend nominees to our board of directors. Our
board of directors does not have a policy with regards to the consideration of
any director candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our companys
requirements as well as the qualifications of each candidate when the board
considers a nominee for a position on our board of directors. If shareholders
wish to

28

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recommend candidates directly to our board, they may do so by
sending communications to the president of our company at the address on the
cover of this annual report.

Code of Ethics

On
August 20, 2009, our companys board of directors adopted a Code of Ethics and
Business Conduct that applies to, among other persons, our companys president,
secretary and treasurer (being our principal executive officer) and our
companys chief financial officer (being our principal financial officer and
principal accounting officer), as well as persons performing similar functions.
As adopted, our Code of Ethics and Business Conduct sets forth written standards
that are designed to deter wrongdoing and to promote:

|1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                              
|2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
|   |                                                                                                                                                                                                                              
|3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
|   |                                                                                                                                                                                                                              
|4. | the prompt internal reporting of violations of the Code
      of Ethics and Business Conduct to an appropriate person or persons
      identified in the Code of Ethics and Business Conduct; and                            
|   |                                                                                                                                                                                                                              
|5. | accountability for adherence to the Code of Ethics and
      Business Conduct.                                                                                                                                               

Our Code
of Ethics and Business Conduct requires, among other things, that all of our
companys personnel shall be accorded full access to our president, secretary
and treasurer and our chief financial officer with respect to any matter which
may arise relating to the Code of Ethics and Business Conduct. Further, all of
our companys personnel are to be accorded full access to our companys board of
directors if any such matter involves an alleged breach of the Code of Ethics
and Business Conduct by our president, secretary and treasurer or our chief
financial officer.

In
addition, our Code of Ethics and Business Conduct emphasizes that all employees,
and particularly managers and/or supervisors, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to his or her immediate supervisor
or to our companys president, secretary and treasurer. If the incident involves
an alleged breach of the Code of Ethics and Business Conduct by the president,
secretary and treasurer, the incident must be reported to any member of our
board of directors. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to retaliate against any individual who reports in
good faith the violation or potential violation of our companys Code of Ethics
and Business Conduct.

Our Code
of Ethics and Business Conduct is filed as Exhibit 14.1 to this annual report on
Form 10-K. We will provide a copy of the Code of Ethics and Business Conduct to
any person without charge, upon request. Requests can be sent to: Carolyn River
Projects Ltd., of 2640 Tempe Knoll Drive, North Vancouver, British Columbia
Canada V6C 1V5.

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 our common stock, to file reports regarding
ownership of, and transactions in, our securities with the SEC and to provide us
with copies of those filings. Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons,
we believe that during fiscal year ended May 31, 2009, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

29

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Name
      Number of LateReports
      Number ofTransactions NotReported
      on a TimelyBasis
      Failure to FileRequested FormsSteve Bolton
    2(1)
    2(1)
    2(1)Bryan Markert
    2(1)
    2(1)
    2(1)


|(1) | The named directors failed to file a Form 3 and Schedule 13D upon their
      acquisition of shares of our common stock.
|--- | ------------------------------------------------------------------------------------------------------------------------

ITEM 11. EXECUTIVE COMPENSATION.

The
particulars of compensation paid to the following persons:

|(a) | our principal executive officer;                                                                                                                                                                                                  
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                   
|(b) | each of our two most highly compensated executive
      officers who were serving as executive officers at the end of the year
      ended May 31, 2009; and                                                                      
|    |                                                                                                                                                                                                                                   
|(c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the year ended May
      31, 2009,

who we will collectively refer to as our named executive
officers of our company for the years ended May 31, 2009 and 2008, are set out
in the following summary compensation table, except that no disclosure is
provided for any named executive officer, other than our principal executive
officer, whose total compensation does not exceed $100,000 for the respective
fiscal year:

Summary Compensation

SUMMARY COMPENSATION TABLENameand PrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      OptionAwards($)
      Non-EquityIncentivePlanCompensa-tion($)
      Change inPensionValue and**Nonqualified**Deferred**Compensation**Earnings($)
      AllOther**Compensa**-tion($)
      Total($)Steven Bolton 
        President, Chief 
        Executive Officer 
        and Director
      2009 
        2008
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil
      Nil 
        Nil


Compensation Discussion and Analysis

We have
not entered into any employment agreement or consulting agreement with our
current directors and executive officers. There are no arrangements or plans in
which we provide pension, retirement or similar benefits for directors or
executive officers. Our directors and executive officers may receive stock
options at the discretion of our board of directors in the future. We do not
have any material bonus or profit sharing plans pursuant to which cash or
non-cash compensation is or may be paid to our directors or executive officers,
except that stock options may be granted at the discretion of our board of
directors from time to time. We have no plans or arrangements in respect of
remuneration received or that may be received by our executive officers to
compensate

30

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such officers in the event of termination of employment (as a
result of resignation, retirement, change of control) or a change of
responsibilities following a change of control.

Outstanding Equity Awards at Fiscal Year-End

As at
May 31, 2009, we had not adopted any equity compensation plan and no stock,
options, or other equity securities were awarded to our executive officers.

Directors Compensation

We have
no formal plan for compensating our directors for their service in their
capacity as directors, although such directors are expected in the future to
receive stock options to purchase common shares as awarded by our board of
directors or (as to future stock options) a compensation committee which may be
established. Directors are entitled to reimbursement for reasonable travel and
other out-of-pocket expenses incurred in connection with attendance at meetings
of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than
services ordinarily required of a director. During the year ended May 31, 2009,
no director received and/or accrued any compensation for their services as a
director, including committee participation and/or special assignments.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement benefits to be
paid to any of our officers, directors or employees in the event of retirement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

As of
August 17, 2009, there were 54,990,000 shares of our common stock outstanding.
The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock as of that date by (i) each of our
directors, (ii) each of our executive officers, and (iii) all of our directors
and executive officers as a group. Except as set forth in the table below, there
is no person known to us who beneficially owns more than 5% of our common
stock.

Title of
      Class
      Name and Address of Beneficial Owner
      Amount and Nature of Beneficial Ownership
      Percentage of Class(1)Common Stock
      Steve Bolton 
        2118 Eastern Avenue, Suite 5, 
        North Vancouver, B.C., 
      Canada
      19,500,000
      35.46%Common Stock
    Bryan Markert 722
      East 6th Street, North Vancouver B.C., Canada
    19,500,000
    35.46%Directors and
      Executive Officers as a Group (2 persons)
    
    39,000,000
    70.92%


|(1) | Based on 54,990,000 shares of common stock issued and
      outstanding as of August 17, 2009. Beneficial ownership is determined in
      accordance with the rules of the SEC and generally includes voting or
      investment power with respect to securities. Except as otherwise
      indicated, we believe that the beneficial owners of the common stock
      listed above, based on information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to
      community property laws where applicable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

31

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Changes in Control

We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of our company.

Equity Compensation Plan Information

Our Company
  does not currently have a stock option plan or other form of equity plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Other
than as listed below, no director, officer, principal shareholder holding at
least 5% of our common shares, or any family member thereof, had any material
interest, direct or indirect, in any transaction, or proposed transaction, since
the beginning of our last fiscal year ended May 31, 2009, in which the amount
involved in the transaction exceeded or exceeds the lesser of $120,000 or one
percent of the average of our total assets at year-end for the last three
completed fiscal years.

As at
May 31, 2009, an amount of $31,550 is owing to a director of our company. This
amount is unsecured, non-interest bearing and has no specified terms of
repayment.

Corporate Governance

Director Independence

We
currently act with two directors consisting of Steve Bolton and Bryan Markert.
Neither of our directors are independent directors as defined in Rule 5605 of
the Nasdaq Listing Rules.

Audit Committee

Our
board of directors struck an audit committee on August 20, 2009. As of this
date, Steve Bolton and Bryan Markert, both of our current directors, were
appointed as the members of the audit committee.

Compensation Committee  Compensation Committee Interlocks
and Insider Participation

Our
board of directors acts as our compensation committee. We believe that striking
a compensation committee and appointing additional independent directors to such
committee would be overly costly and burdensome and is not warranted in our
circumstances given the early stages of our development and the fact that we
have not generated revenues to date. None of our directors that comprise our
board of directors, are independent as defined by Rule 5605 of the Nasdaq
Listing Rules. Our board of directors responsibilities in acting as our
compensation committee is to oversee our companys compensation and benefit
plans, including our compensation plan. Our board of directors also monitors and
evaluates matters relating to the compensation and benefits structure of our
company. Our company has not adopted a Compensation Committee Charter.

Compensation Committee Report

The
board of directors, acting as our companys compensation committee, has reviewed
and discussed the Compensation Discussion and Analysis with management, and
based on the review and discussion, the board of directors, acting as our
compensation committee, recommended to the board of directors that the
Compensation Discussion and Analysis be included in our companys annual report.

Steven Bolton Bryan Markert

32

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Transactions with Independent Directors

None of
our independent directors entered into any transaction, relationship or
arrangement during the year ended May 31, 2009 that was considered by our board
of directors in determining whether the director maintained his independence in
accordance with Rule 5605 of the Nasdaq Listing Rules.

National Instrument 52-110

We are a
reporting issuer in the Province of British Columbia. National Instrument 52-110
of the Canadian Securities Administrators requires our company, as a venture
issuer, to disclose annually in our annual report certain information concerning
the constitution of our audit committee and our relationship with our
independent auditor. As defined in National Instrument 52-110, none of our
directors are independent directors. For a description of the education and
experience of our audit committee members that is relevant to the performance of
their respective responsibilities as audit committee members, please see the
disclosure under the heading Item 10. Directors, Executive Officers and
Corporate Governance  Business Experience. Neither audit committee member is
financially literate, as defined in National Instrument 52-110.

Prior to
our company appointing an audit committee on August 20, 2009, our board of
directors performed the functions of the audit committee. Our board of
directors, acting as the audit committee, were responsible for reviewing both
interim and annual financial statements for our company. For the purposes of
performing their duties, our board of directors, acting as the audit committee,
had the right at all times, to inspect all the books and financial records of
our company and any subsidiaries and to discuss with management and the external
auditors of our company any accounts, records and matters relating to the
financial statements of our company. Our board of directors, acting as the audit
committee, have met and will meet periodically with management and annually with
the external auditors.

Since
the commencement of our companys most recently completed financial year, our
companys board of directors, acting as our audit committee, has not failed to
nominate or compensate an external auditor.

Since
the commencement of our companys most recently completed financial year, our
company has not relied on the exemptions contained in sections 2.4 or 8 of
National Instrument 52-110. Section 2.4 (De Minimis Non-audit Services)provides an exemption from the requirement that the audit committee must
pre-approve all non-audit services to be provided by the auditor, where the
total amount of fees related to the non-audit services are not expected to
exceed 5% of the total fees payable to the auditor in the fiscal year in which
the non-audit services were provided. Section 8 (Exemptions)permits a
company to apply to a securities regulatory authority for an exemption from the
requirements of National Instrument 52-110 in whole or in part.

Commensurate with the appointment of the audit committee on August 20, 2009, the
board of directors adopted its charter for the audit committee, which sets out
specific policies and procedures for the engagement of non-audit services. A
copy of our companys Audit Committee Charter is filed as an exhibit to this
annual report.

National Instrument 58-101

We are a
reporting issuer in the Province of British Columbia. National Instrument 58-101
of the Canadian Securities Administrators requires our company, as a venture
issuer, to disclose annually in our annual report certain information concerning
corporate governance disclosure.

Board of Directors

Our
board of directors currently acts with two members consisting of Steve Bolton
and Bryan Markert. We have determined that neither of our directors are
independent as that term is defined in National Instrument 52-110 due to the
fact that Mr. Bolton is our president and chief executive officer and Mr.
Markert is our secretary and treasurer.

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If and
when our operations warrant, we will retain independent directors. At such time,
our board of directors intends to facilitate its exercise of independent
supervision over management by endorsing the guidelines for responsibilities of
the board as set out by regulatory authorities on corporate governance in Canada
and the United States. Our boards primary responsibilities will be to supervise
the management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board will also be responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the president, secretary and treasurer
  of our company, approving the compensation of all executive officers and
  ensuring that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our companys internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the board or
  management, may require board scrutiny.

Directorships

Our directors
  are not currently directors of any other reporting issuers (or the equivalent
  in a foreign jurisdiction).

Orientation and Continuing Education

We have
an informal process to orient and educate new recruits to the board regarding
their role on the board, our committees and our directors, as well as the nature
and operations of our business. This process provides for an orientation with
key members of the management staff, and further provides access to materials
necessary to inform them of the information required to carry out their
responsibilities as a board member. This information includes the most recent
board approved budget, the most recent annual report, the audited financial
statements and copies of the interim quarterly financial statements.

The
board does not provide continuing education for its directors. Each director is
responsible to maintain the skills and knowledge necessary to meet his
obligations as director.

Nomination of Directors

The
board is responsible for identifying new director nominees. In identifying
candidates for membership on the board, the board takes into account all factors
it considers appropriate, which may include strength of character, mature
judgment, career specialization, relevant technical skills, diversity and the
extent to which the candidate would fill a present need on the board. As part of
the process, the board, together with management, is responsible for conducting
background searches, and is empowered to retain search firms to assist in the
nominations process. Once candidates have gone through a screening process and
met with a number of the existing directors, they are formally put forward as
nominees for approval by the board.

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Assessments

The
board intends that individual director assessments be conducted by other
directors, taking into account each directors contributions at board meetings,
service on committees, experience base, and their general ability to contribute
to one or more of our companys major needs. However, due to our stage of
development and our need to deal with other urgent priorities, the board has not
yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The
aggregate fees billed by Dale Matheson Carr-Hilton Labonte LLP, Chartered
Accountants, for professional services rendered for the audit of our annual
financial statements included in our annual report on Form 10-K for the fiscal
years ended May 31, 2009 and 2008 were $7,000 and $6,500 respectively.

Audit Related Fees

For the
fiscal years ended May 31, 2009 and 2008, the aggregate fees billed for
assurance and related services by Dale Matheson Carr-Hilton Labonte LLP,
Chartered Accountants, relating to the performance of the audit of our financial
statements which are not reported under the caption Audit Fees above, was
$6,000 and $6,000 respectively.

Tax Fees

For the
fiscal years ended May 31, 2009 and 2008, the aggregate fees billed by Dale
Matheson Carr-Hilton Labonte LLP, Chartered Accountants, for other non-audit
professional services, other than those services listed above, totalled $Nil and
$Nil respectively.

All Other Fees

We did
not incur any other fees, other than described above, during the years ended May
31, 2009 and 2008.

Our
board of directors, who acts as our audit committee, has adopted a policy
governing the pre-approval by the board of directors of all services, audit and
non-audit, to be provided to our company by our independent auditors. Under the
policy, the board or directors has pre-approved the provision by our independent
auditors of specific audit, audit related, tax and other non-audit services as
being consistent with auditor independence. Requests or applications to provide
services that require the specific pre-approval of the board of directors must
be submitted to the board of directors by the independent auditors, and the
independent auditors must advise the board of directors as to whether, in the
independent auditors view, the request or application is consistent with the
Securities and Exchange Commissions rules on auditor independence.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The
board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

The board
  of directors has considered the nature and amount of fees billed by Dale Matheson
  Carr-Hilton Labonte LLP, Chartered Accountants and believes that the provision
  of services for activities unrelated to the audit is compatible with maintaining
  Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
      Description of Exhibit3.1
      Articles of Incorporation
          (incorporated by reference from our Form SB-2 Registration Statement,
          as amended, originally filed on October 13, 2005)3.2
      Bylaws (incorporated by reference
          from our Form SB-2 Registration Statement, as amended, originally filed
          on October 13, 2005)3.3
      Articles of Merger filed with
          the Secretary of State of Nevada on May 30, 2007 and which is effective
          June 11, 2007 (incorporated by reference from our Current Report on
          Form 8-K, filed on June 21, 2007)3.4
      Certificate of Change filed
          with the Secretary of State of Nevada on May 31, 2007 and which is effective
          June 11, 2007 (incorporated by reference from our Current Report on
          Form 8-K, filed on June 21, 2007)3.5
      Articles of Merger filed with
          the Secretary of State of Nevada on August 17, 2007 and which is effective
          August 24, 2007 (incorporated by reference from our Current Report on
          Form 8-K, filed on August 29, 2007)14.1*
      Code of Ethics and Business Conduct31.1*
      Certification
          of Principal Executive Officer filed pursuant to Section 302 of the
          Sarbanes-Oxley Act of 200231.2*
      Certification
          of Principal Financial Officer and Principal Accounting Officer filed
          pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
      Certification
          of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
      Certification
          of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1*
      Audit Committee Charter


*Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

CAROLYN RIVER PROJECTS LTD.

By: /s/ Steve
BoltonSteve BoltonPresident, Chief Executive Officer and Director
(Principal Executive Officer) Date: August 20, 2009

By: /s/ Bryan
MarkertBryan
MarkertSecretary, Treasurer and Director (Principal Financial Officer
and Principal Accounting Officer) Date: August 20, 2009

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

By: /s/ Steve
BoltonSteve BoltonPresident, Chief Executive Officer and Director
(Principal Executive Officer) Date: August 20, 2009

By: /s/ Bryan
MarkertBryan
MarkertSecretary, Treasurer and Director (Principal Financial Officer
and Principal Accounting Officer) Date: August 20, 2009

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