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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(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, 2008

[   ] TRANSITION REPORT UNDER 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.(Name of small business issuer 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)                          

Issuers telephone number 604.908.0233

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

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

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

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

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

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

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2

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [   ]

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

State issuers revenues for its most recent fiscal year. $Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked prices of such
common equity, as of a specified date within 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will
involve an unreasonable effort and expense, the issuer may calculate the
aggregate market value of the common equity held by non-affiliates on the basis
of reasonable assumptions, if the assumptions are stated.

15,990,000 common shares @ $0.115(1)= $1,838,850

(1)Represents the average bid and ask price of our
shares on the OTC BB on August 25, 2008. Used only for the 
  purpose of this calculation.

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

54,990,000 common shares issued and outstanding as of August
25, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X].

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3

PART I

ITEM 1.      DESCRIPTION OF
BUSINESS.

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors, that may cause our companys or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

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

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles.

In this annual report, unless otherwise specified, all
references to common shares refer to the common shares of our capital stock.

As used in this annual report, 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 585,000,000,000
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.

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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 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 Securities and Exchange Commission.

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

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

Employees

We have no employees other than our executive officers. We
anticipate that we will be conducting most of our business through agreements
with consultants and third parties.

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RISK FACTORS

An investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and the other
information in this annual report before investing in our common stock. If any
of the following risks occur, our business, operating results and financial
condition could be seriously harmed. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part of your
investment.

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.

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 $3,033 and a working capital
deficit of $79,173 as of May 31, 2008. We anticipate that we may require
additional financing while we are seeking a suitable business opportunity or
business combination. Further, we anticipate that we will not have sufficient
capital to fund our ongoing operations for the next twelve months. We may be
required to raise additional financing for a particular business combination or
business opportunity. We would likely secure any additional financing necessary
through a private placement of our common shares.

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 materially adverse
effect upon our company. Although we believe that we have funds sufficient to
meet our immediate needs, we may 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.

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6

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.

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 Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations
which generally define penny stock to be any equity security that has a market
price (as defined) less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
accredited investors. The term accredited investor refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission, which provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customers account. The bid

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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 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 2.      DESCRIPTION OF
PROPERTY.

We do not own any real property. Our principal business offices
are located at 2640 Tempe Knoll Drive, North Vancouver, BC.

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,
is an adverse party or has a material interest adverse to our interest.

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

None.

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PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
      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 bids for our common stock based on inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods
  indicated below are as follows:

OTC Bulletin Board(1)Quarter Ended
    High
    LowMay 31, 2008
    $0.08
    $0.07February 29, 2008
    $0.17
    $0.07November 30, 2007
    $0.16
    $0.06August 31, 2007
    N/A
    N/AMay 31, 2007
    N/A
    N/AFebruary 28, 2007
    N/A
    N/ANovember 30, 2006
    N/A
    N/AAugust 31, 2006
    N/A
    N/A


> (1)Over-the-counter market quotations
>             reflect inter-dealer prices without retail mark-up, mark-down or commission,
>             and may not represent actual transactions.

On August 25, 2008, the shareholders list of our common shares
showed 13 registered shareholders and 54,990,000 shares outstanding.

Dividend Policy

No cash dividends have been paid by our company on our common
stock. We anticipate that our companys future earnings will be retained to
finance the continuing development of our business. The payment of any future
dividends will be at the discretion of our companys board of directors and will
depend upon, among other things, future earnings, any contractual restrictions,
the success of business activity, regulatory and corporate law requirements and
the general financial condition of our company.

Recent Sales of Unregistered Securities

None.

Equity Compensation Plan Information

We currently do not have any stock option or equity
compensation plans or arrangements.

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, 2008.

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

The following is a discussion and analysis of our plan of
operation for the next year ended May 31, 2009, and the factors that could
affect our future financial condition and plan of operation.

This discussion and analysis should be read in conjunction with
our financial statements and the notes thereto included elsewhere in this annual
report. Our financial statements are prepared in accordance with United States
generally accepted accounting principles. All references to dollar amounts in
this section are in United States dollars unless expressly stated otherwise.
Please see our Note on Forward Looking Statements and Risk Factors for a
list of our risk factors.

Plan of Operation

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. Our company
does not currently own any property interests.

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 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.

Even if we are able to acquire an interest in a mineral
property or enter into a business opportunity and obtain the necessary funding,
there is no assurance that any revenues would be generated by us or that
revenues generated would be sufficient to provide a return to investors.

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

|1. | $12,000 in connection with our company locating,
      evaluating and negotiating potential mineral properties or business
      opportunities;                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                     
|2. | $20,000 for operating expenses, including professional
      legal and accounting expenses associated with our company being a
      reporting issuer under the Securities Exchange Act of 1934; and
|   |                                                                                                                                                                                                     
|3. | $10,000 for management, administrative and leasing costs
      payable.                                                                                                                             

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 $42,000 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 $3,033 and a
working capital deficit in the amount of $79,173 as of May 31, 2008, 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

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10

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.

Liquidity And Capital Resources

We had cash of $3,033 as of May 31, 2008 compared to cash of
$4,169 as of May 31, 2007. We had a working capital deficit of $79,173 as of May
31, 2008 compared to a working capital deficit of $40,369 as of May 31,
2007.

Product Research and Development

We do not anticipate that we will spend any significant monies
on research and development over the twelve month period ending May 31, 2009.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve month period ending May 31, 2009.

Off-Balance Sheet Arrangements

As of May 31, 2008, our company had no off-balance sheet
arrangements, including any outstanding derivative financial statements,
off-balance sheet guarantees, interest rate swap transactions or foreign
currency contracts. Our company does not engage in trading activities involving
non-exchange traded contracts.

Employees

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

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended May 31, 2008, our independent auditors included an
explanatory paragraph regarding concerns about our ability to continue as a
going concern.

CRITICAL ACCOUNTING POLICIES

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.

The financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

Use of Estimates

The preparation of financial statements in conformity with US
GAAP 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. We regularly evaluate
estimates and assumptions. We bases our estimates and assumptions on current
facts, historical experience and various other factors that we believe 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 not readily apparent from other sources.
The actual results experienced by our company may differ materially and
adversely from our estimates. To the extent there are

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11

material differences between the estimates and the actual
results, future results of operations will be affected. The most significant
estimates with regard to these financial statements relate to deferred income
tax rates and timing of the reversal of income tax differences.

Foreign Currency Translation

The financial statements are presented in United States
dollars. 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
transaction date. Revenue and expenses are translated at average rates of
exchange during the period. Related translation adjustments are reported as a
separate component of stockholders equity, whereas gains or losses resulting
from foreign currency transactions are included in results of operations.

Loss Per Share

In accordance with SFAS No. 128 - "Earnings Per Share", basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. At May 31,
2008, our company had no stock equivalents that were anti-dilutive and excluded
in the loss per share computation.

Financial Instruments

The fair value of our financial instruments, consisting of
cash, accounts payable, short-term debt and amount due to related party, is
estimated to be equal to their carrying value. It is management's opinion that
we are not exposed to significant interest, currency or credit risks arising
from these financial instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements (SFAS No.
160). This Statement amends Accounting Research Bulletin (ARB) No. 51 to
establish accounting and reporting standards for the non-controlling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements will have no impact. SFAS No. 160 is effective
for our fiscal year beginning June 1, 2009. Management has determined that the
adoption of this standard will not have an impact on our financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities. SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entitys liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning on March 1, 2009, and will be adopted by our company beginning in the
year ending May 31, 2010. We do not expect there to be any significant impact of
adopting SFAS 161 on our financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. This Statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy). This Statement will not have an
impact on our financial statements.

---

12

In May 2008, the FASB issued SFAS No. 163, Accounting for
  Financial Guarantee Insurance Contracts, an interpretation of FASB Statement
  No. 60. The scope of this Statement is limited to financial guarantee
  insurance (and reinsurance) contracts, as described in this Statement, issued
  by enterprises included within the scope of Statement 60. Accordingly, this
  Statement does not apply to financial guarantee contracts issued by enterprises
  excluded from the scope of Statement 60 or to some insurance contracts that
  seem similar to financial guarantee insurance contracts issued by insurance
  enterprises (such as mortgage guaranty insurance or credit insurance on trade
  receivables). This Statement also does not apply to financial guarantee insurance
  contracts that are derivative instruments included within the scope of FASB
  Statement No. 133, Accounting for Derivative Instruments and Hedging Activities.
  This Statement will not have an impact on our financial statements.

ITEM 7.      FINANCIAL STATEMENTS.

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

It is the opinion of management that the audited financial
statements for the fiscal year ended May 31, 2008 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

The following financial statements are filed as part of this
annual report:

|1. | Balance Sheet as at May 31, 2008 and 2007                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                          
|2. | Statements of Operations for the years ended May 31, 2008
      and May 31, 2007 and the period from February 2, 2004 to May 31,
    2008
|   |                                                                                                                                          
|3. | Statement of Cash Flows for the years ended May 31, 2008
      and May 31, 2007 and the period from February 2, 2004 to May 31,
    2008 
|   |                                                                                                                                          
|4. | Statement of Stockholders Deficit for the period from
      February 2, 2004 to May 31, 2008                                            
|   |                                                                                                                                          
|5. | Notes to Financial Statements                                                                                                            

---

13









CAROLYN RIVER PROJECTS LTD.(Formerly Parmasters
Golf Training Centers, Inc. and Quorum Ventures, Inc.)

(A Development Stage Company)

FINANCIAL STATEMENTS

MAY 31, 2008

---



To the Stockholders and Board of Directors of Carolyn River
Projects Ltd. (Formerly Parmasters Golf Training Centers, Inc. and Quorum
Ventures, Inc.)

We have audited the accompanying balance sheets of Carolyn
River Project Ltd. (a development stage company) as of May 31, 2008 and 2007 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,
2008. 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, 2008 and 2007 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, 2008 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                    
|August 27, 2008                      



---

15

CAROLYN RIVER PROJECTS LTD.(Formerly Parmasters
Golf Training Centers, Inc. and Quorum Ventures, Inc.) (A Development Stage
Company) BALANCE SHEETS

|                                                       |   | May
      31, |   |   | May
      31, |  
|------------------------------------------------------ | - | ------------- | - | - | ------------- | -
|                                                       |   | 2008          |   |   | 2007          |  
|                                                       |   |               |   |   |               |  
|                                                       |   |               |   |   |               |  
|ASSETS                                                 |   |               |   |   |               |  
|                                                       |   |               |   |   |               |  
|Current                                                |   |               |   |   |               |  
|Cash                                                   | $ | 3,033         |   | $ | 4,169         |  
|                                                       |   |               |   |   |               |  
|                                                       |   |               |   |   |               |  
|                                                       |   |               |   |   |               |  
|                                                       |   |               |   |   |               |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIT            |   |               |   |   |               |  
|                                                       |   |               |   |   |               |  
|Current                                                |   |               |   |   |               |  
|Accounts payable and accrued liabilities               | $ | 12,830        |   | $ | 12,988        |  
|Short-term debt (Note 3)                               |   | 37,826        |   |   | -             |  
|Due
      to related party (Note 4)                    |   | 31,550        |   |   | 31,550        |  
|                                                       |   | 82,206        |   |   | 44,538        |  
|                                                       |   |               |   |   |               |  
|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, 2007  54,990,000)   |   | 30,000        |   |   | 30,000        |  
|Deficit accumulated during the development
      stage |   | (109,173      | ) |   | (70,369       | )
|                                                       |   | (79,173       | ) |   | (40,369       | )
|                                                       |   |               |   |   |               |  
|                                                       | $ | 3,033         |   | $ | 4,169         |  

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

---

16

CAROLYN RIVER PROJECTS LTD.(Formerly Parmasters
Golf Training Centers, Inc. and Quorum Ventures, Inc.) (A Development Stage
Company) STATEMENTS OF OPERATIONS

|                                             |   |                    |   |   |                    |   |   | February 2, 2004   |  
|-------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                             |   | Year Ended         |   |   | Year Ended         |   |   | (Inception) to     |  
|                                             |   | May
      31, 2008 |   |   | May
      31, 2007 |   |   | May
      31, 2008 |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|Expenses                                     |   |                    |   |   |                    |   |   |                    |  
|Accounting and audit                         | $ | 17,890             |   | $ | 15,577             |   | $ | 59,004             |  
|Bank charges and interest                    |   | 77                 |   |   | 95                 |   |   | 529                |  
|Filing fees                                  |   | 2,466              |   |   | 1,489              |   |   | 7,662              |  
|Interest                                     |   | 1,800              |   |   | -                  |   |   | 3,022              |  
|Legal                                        |   | 16,110             |   |   | -                  |   |   | 24,760             |  
|Mineral property costs                       |   | -                  |   |   | -                  |   |   | 12,500             |  
|Office and general                           |   | 436                |   |   | -                  |   |   | 596                |  
|Transfer agent fees                          |   | 25                 |   |   | 1,075              |   |   | 1,100              |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|Net loss                                     | $ | (38,804            | ) | $ | (18,236            | ) | $ | (109,173           | )
|                                             |   |                    |   |   |                    |   |   |                    |  
|Net loss per
      share  basic and diluted | $ | (0.00              | ) | $ | (0.00              | ) |   |                    |  
|                                             |   |                    |   |   |                    |   |   |                    |  
|Weighted average number of shares            |   |                    |   |   |                    |   |   |                    |  
|outstanding  basic and diluted              |   | 54,990,000         |   |   | 54,990,000         |   |   |                    |  

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

---

17

CAROLYN RIVER PROJECTS LTD.(Formerly Parmasters
Golf Training Centers, Inc. and Quorum Ventures, Inc.) (A Development Stage
Company) STATEMENTS OF CASH FLOWS

|                                                            |   |                    |   |   |                    |   |   | February 2, 2004   |  
|----------------------------------------------------------- | - | ------------------ | - | - | ------------------ | - | - | ------------------ | -
|                                                            |   | Year Ended         |   |   | Year Ended         |   |   | (Inception) to     |  
|                                                            |   | May
      31, 2008 |   |   | May
      31, 2007 |   |   | May
      31, 2008 |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash flows from operating activities                        |   |                    |   |   |                    |   |   |                    |  
|Net loss                                                    | $ | (38,804            | ) | $ | (18,236            | ) | $ | (109,173           | )
|Adjustments to reconcile net loss to net cash
      used in |   |                    |   |   |                    |   |   |                    |  
|operating activities:                                       |   |                    |   |   |                    |   |   |                    |  
|Accrued interest                                            |   | 1,800              |   |   | -                  |   |   | 1,800              |  
|Changes in non cash working
      capital items:            |   |                    |   |   |                    |   |   |                    |  
|Prepaid expenses                                            |   | -                  |   |   | 1,362              |   |   | -                  |  
|Accounts payable and
      accrued liabilities              |   | (158               | ) |   | 1,307              |   |   | 12,830             |  
|Net cash used
      in operating activities                 |   | (37,162            | ) |   | (15,567            | ) |   | (94,543            | )
|                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash flows from financing activities                        |   |                    |   |   |                    |   |   |                    |  
|Proceeds from sale and issuance of common
      stock       |   | -                  |   |   | -                  |   |   | 30,000             |  
|Advances from related party                                 |   | -                  |   |   | 12,000             |   |   | 31,550             |  
|Short-term debt                                             |   | 36,026             |   |   | -                  |   |   | 36,026             |  
|Net cash provided by financing activities                   |   | 36,026             |   |   | 12,000             |   |   | 97,576             |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Net increase (decrease) in cash                             |   | (1,136             | ) |   | (3,567             | ) |   | 3,033              |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash, beginning                                             |   | 4,169              |   |   | 7,736              |   |   | -                  |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Cash, ending                                                | $ | 3,033              |   | $ | 4,169              |   | $ | 3,033              |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|                                                            |   |                    |   |   |                    |   |   |                    |  
|Supplemental cash flow information                          |   |                    |   |   |                    |   |   |                    |  
|Cash paid for:                                              |   |                    |   |   |                    |   |   |                    |  
|Interest                                                    | $ | -                  |   | $ | -                  |   | $ | 1,222              |  
|Income taxes                                                | $ | -                  |   | $ | -                  |   | $ | -                  |  

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

---

18

CAROLYN RIVER PROJECTS LTD.(Formerly Parmaster Golf
Training Centers, Inc. and Quorum Ventures, Inc.) (A Development Stage
Company) STATEMENT OF STOCKHOLDERS' DEFICIT February 2, 2004 (Inception)
to May 31, 2008

|                                       |  |               |  |   |               |  |   | Deficit     |   |   |         |  
|-------------------------------------- |  | ------------- |  | - | ------------- |  | - | ----------- | - | - | ------- | -
|                                       |  |               |  |   |               |  |   | Accumulated |   |   |         |  
|                                       |  |               |  |   |               |  |   | During the  |   |   |         |  
|                                       |  | Common Shares |  |   | Common Shares |  |   | Development |   |   |         |  
|                                       |  | Number        |  |   | Amount        |  |   | 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 $0.01  |  |               |  |   |               |  |   |             |   |   |         |  
|per share, March 2004                  |  | 15,600,000    |  |   | 20,000        |  |   | -           |   |   | 20,000  |  
|Common stock issued for cash at $0.10  |  |               |  |   |               |  |   |             |   |   |         |  
|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 | )

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

---

19

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

1.    NATURE AND CONTINUANCE OF OPERATIONS

Nature of Business

The Company was incorporated in the State of Nevada on February
2, 2004. 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, 2008, the
Company has not yet achieved profitable operations and has accumulated a deficit
of $109,173. 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.

---

20

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Contd

Use of Estimates

The preparation of financial statements in conformity with US
GAAP 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 regularly
evaluates estimates and assumptions. 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 not readily apparent
from other sources. The actual results experienced by the Company may differ
materially and adversely from the Company's estimates. To the extent there are
material differences between the estimates and the actual results, future
results of operations will be affected. The most significant estimates with
regard to these financial statements relate to deferred income tax rates and
timing of the reversal of income tax differences.

Foreign Currency Translation

The financial statements are presented in United States
dollars. 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
transaction date. Revenue and expenses are translated at average rates of
exchange during the period. Related translation adjustments are reported as a
separate component of stockholders equity, whereas gains or losses resulting
from foreign currency transactions are included in results of operations.

---

21

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Contd

Income Taxes

The Company has adopted SFAS No. 109 - "Accounting for Income
Taxes". SFAS No. 109 requires the use of the asset and liability method of
accounting of income taxes. Under the asset and liability method of SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.

In June 2006, the Financial Accounting Standards Board (FASB)
issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the
accounting for uncertainty in income taxes by prescribing a two-step method of
first evaluating whether a tax position has met a more likely than not
recognition threshold and, second, measuring that tax position to determine the
amount of benefit to be recognized in the financial statements. FIN 48 provides
guidance on the presentation of such positions within a classified balance sheet
as well as on de-recognition, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 was adopted by the Company on June 1,
2007.

Loss Per Share

In accordance with SFAS No. 128 - "Earnings Per Share", basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. At May 31,
2008, the Company had no stock equivalents that were anti-dilutive and excluded
in the loss per share computation.

Financial Instruments

The fair value of the Company's financial instruments,
consisting of cash, accounts payable, short-term debt and amount due to related
party, is estimated to be equal to their carrying value. It is management's
opinion that the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments.

---

22

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Contd

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.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements (SFAS No.
160). This Statement amends Accounting Research Bulletin (ARB) No. 51 to
establish accounting and reporting standards for the non-controlling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is an ownership
interest in the consolidated entity that should be reported as equity in the
consolidated financial statements will have no impact. SFAS No. 160 is effective
for the Companys fiscal year beginning June 1, 2009. Management has determined
that the adoption of this standard will not have an impact on the Companys
financial statements.

In March 2008, the FASB issued SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities. SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entitys liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning on March 1, 2009, and will be adopted by the Company beginning in the
year ending May 31, 2010. The Company does not expect there to be any
significant impact of adopting SFAS 161 on the Companys financial statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. This Statement identifies the sources
of accounting principles and the framework for selecting the principles to be
used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with generally accepted accounting principles (GAAP)
in the United States (the GAAP hierarchy). This Statement will not have an
impact on our financial statements.

---

23

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Contd

Recent Accounting Pronouncements Contd

In May 2008, the FASB issued SFAS No. 163, Accounting for
Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No.
60. The scope of this Statement is limited to financial guarantee insurance
(and reinsurance) contracts, as described in this Statement, issued by
enterprises included within the scope of Statement 60. Accordingly, this
Statement does not apply to financial guarantee contracts issued by enterprises
excluded from the scope of Statement 60 or to some insurance contracts that seem
similar to financial guarantee insurance contracts issued by insurance
enterprises (such as mortgage guaranty insurance or credit insurance on trade
receivables). This Statement also does not apply to financial guarantee
insurance contracts that are derivative instruments included within the scope of
FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. This Statement will not have an impact on our financial statements.

3.    SHORT-TERM DEBT

During the current year, the Company arranged a credit facility
with Boutique Services Limited (Boutique) for an amount up to $100,000. At May
31, 2008, the Company has a balance owing to Boutique in the amount of $37,826
(2007: $Nil) including interest of $1,800 (2007: $Nil). The amount is unsecured,
bears an interest rate of 10% per annum and payable on demand

4.    RELATED PARTY TRANSACTIONS

The Company has a balance owing to a director in the amount of
$31,550 as at May 31, 2008 (May 31, 2007: $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.

---

24

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

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, 2008, 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
has 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 per share. The
Companys issued and outstanding share capital has 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.

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:

|                                                                   |   | 2008    |   |   | 2007    |  
|------------------------------------------------------------------ | - | ------- | - | - | ------- | -
|Loss before income taxes                                           | $ | (38,804 | ) | $ | (18,236 | )
|Statutory tax
      rate                                           |   | 35%     |   |   | 35%     |  
|Expected recovery of income taxes computed
      at standard rates |   | 13,581  |   |   | 6,383   |  
|Valuation
      Allowance                                          |   | (13,581 | ) |   | (6,383  | )
|Income tax provision                                               | $ | -       |   | $ | -       |  

The approximate tax effect of each type of temporary difference
that gives rise to the Companys deferred tax assets and liabilities are as
follows:

|                                                         |   | 2008    |   |   | 2007    |  
|-------------------------------------------------------- | - | ------- | - | - | ------- | -
|                                                         |   |         |   |   |         |  
|Components of deferred tax assets and
      liabilities: |   |         |   |   |         |  
|Non capital loss carry forwards                          | $ | 37,581  |   | $ | 24,629  |  
|Less: Valuation allowance                                |   | (37,581 | ) |   | (24,629 | )
|                                                         |   |         |   |   |         |  
|Net deferred tax asset                                   | $ | -       |   | $ | -       |  

---

25

|CAROLYN RIVER PROJECTS LTD.                                                     
|--------------------------------------------------------------------------------
|(Formerly Parmaster Golf Training Centers, Inc. and Quorum
      Ventures, Inc.)
|(A Development Stage Company)                                                   
|NOTES TO THE FINANCIAL STATEMENTS                                               
|MAY 31, 2008                                                                    

6.    INCOME TAXES Contd

The Company has available net operating loss carry forwards of
approximately $107,000 (2007: $70,000) for tax purposes to offset future taxable
income, which expires beginning 2014. 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 States 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.

---

26

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

None.

ITEM 8A(T). CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by this annual report, being May 31,
2007, we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of our
companys management, including our companys President and Chief Executive
Officer. Based upon that evaluation, our companys President and Chief Executive
Officer concluded that our companys disclosure controls and procedures are
effective as at the end of the period covered by this report. There have been no
changes in our internal controls over financial reporting that occurred during
the period covered by this report that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.

Disclosure controls and procedures and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the
Securities and Exchange Commissions rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 is accumulated and communicated to management
including our President, Chief Executive Officer, Secretary and Treasurer as
appropriate, to allow timely decisions regarding required disclosure.

Managements report on internal control over financial
reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Rule 13a-15(f)
of the 1934 Act. Management has assessed the effectiveness of our internal
control over financial reporting as at May 31, 2008, based on criteria
established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Our internal control over
financial reporting includes maintaining records that in reasonable detail
accurately and fairly reflect our transactions and dispositions of our assets;
providing reasonable assurance that transactions are recorded as necessary for
preparation of our financial statements in accordance with generally accepted
accounting principles; providing reasonable assurance that receipts and
expenditures are made in accordance with authorizations of management and our
directors; and providing reasonable assurance that unauthorized acquisition, use
or disposition of our assets that could have a material effect on our financial
statements would be prevented or detected on a timely basis. As a result of this
assessment, management concluded that, as at May 31, 2008, our internal control
over financial reporting was effective in providing reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. However, because of its inherent limitations, internal
control over financial reporting may not provide absolute assurance that a
misstatement of our financial statements would be prevented or detected.

ITEM 8B.   OTHER INFORMATION

None.

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27

PART III

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

Directors and Executive Officers, Promoters and Control
Persons

All directors of our company hold office until the next annual
meeting of our shareholders and until such directors successor is elected and
has been qualified, or until such directors earlier death, resignation or
removal. The following table sets forth the names, positions and ages of our
executive officers and directors. Our board of directors elects officers and
their terms of office are at the discretion of our board of directors.

Name
      Position Held with the Company
      Age
      Date First Elected or AppointedSteven Bolton
    President, Chief Executive Officer and a
      Director
    38
    February 2, 2004Bryan Markert
    Secretary, Treasurer and a Director
    39
    February 2, 2004


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of our directors and executive
officers, indicating their principal occupations during that period, and the
name and principal business of the organizations in which such occupation and
employment were carried out.

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.

---

28

Family Relationships

There are no family relationships among our directors or
executive 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 Securities and Exchange Commission 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.             

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities 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 Securities and Exchange Commission 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, 2008, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

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.
|--- | ------------------------------------------------------------------------------------------------------------------------

Nomination Process

As of August 25, 2008, we did not effect 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 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.

Committees of the Board

All proceedings of our board of directors were conducted by
resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in
writing by the

---

29

directors entitled to vote on that resolution at a meeting of
the directors are, according to the corporate laws of the State of Nevada and
the bylaws of our company, as valid and effective as if they had been passed at
a meeting of the directors duly called and held.

Our company currently does not have nominating, compensation or
audit committees or committees performing similar functions nor does our company
have a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
our board of directors.

Our company does not have any defined policy or procedure
requirements for shareholders to submit recommendations or nominations for
directors. The board of directors believes that, given the early stage of our
development, a specific nominating policy would be premature and of little
assistance until our business operations develop to a more advanced level. Our
company does not currently have any specific or minimum criteria for the
election of nominees to the board of directors and we do not have any specific
process or procedure for evaluating such nominees. The board of directors
assesses all candidates, whether submitted by management or shareholders, and
makes recommendations for election or appointment.

A shareholder who wishes to communicate with our board of
directors may do so by directing a written request addressed to our president,
at the address appearing on the first page of this annual report.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a
board member that qualifies as an audit committee financial expert as defined
in Item 407(d)(5)(ii) of Regulation S-B, nor do we have a board member that
qualifies as an independent director as defined by Rule 4200(a)(15) of the
Rules of Nasdaq Marketplace Rules.

We believe that our board of directors is capable of analyzing
and evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because our company
believes that the functions of an audit committee can be adequately performed by
our board of directors. 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.

ITEM 10.     EXECUTIVE COMPENSATION.

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, 2008; 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, 2008,

who we will collectively refer to as our named executive
officers of our company for the years ended May 31, 2008 and 2007, 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:

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30

SUMMARY COMPENSATION
        TABLEName and
        Principal Position
      Year
      Salary
        ($)
      Bonus
        ($)
      Stock Awards ($)
      Option
        Awards ($)
      Non-Equity Incentive
        Plan Compensa- tion ($)
      Change in Pension Value and Nonqualified Deferred Compensation
        Earnings ($)
      All Other
        Compensa- tion ($)
      Total
        ($)Steve Bolton
      2008
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilPresident, Chief
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilExecutive Officerand a DirectorBryan Markert
      2008
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilSecretary,
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilTreasurer and aDirector


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 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, 2008, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers.

Aggregated Options Exercised in the Year Ended May 31, 2008
and Year End Option Values

There were no stock options exercised during the year ended May
31, 2008.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended May 31, 2008.

Director Compensation

Directors of our company may be paid for their expenses
incurred in attending each meeting of the directors. In addition to expenses,
directors may be paid a sum for attending each meeting of the directors or may
receive a stated salary as director. No payment precludes any director from
serving our company in any other capacity and being compensated for such
service. Members of special or standing committees may be allowed similar
reimbursement and compensation for attending committee meetings. During the year
ended May 31, 2008, we did not pay any compensation or grant any stock options
to our directors.

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

The following table sets forth, as of August 25, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power

---

31

with respect to the shares of common stock. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

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


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares). In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided. In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on August 25, 2008. As of August 25, 2008,
      there were 54,990,000 shares of our companys common stock issued and
      outstanding.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Change in Control

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

Equity Plan Compensation Information

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

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described below, no director, executive 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, during the year ended May 31, 2008, 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 the year end for
the last three completed fiscal years.

As at May 31, 2008, 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

We currently act with two directors consisting of Steve Bolton
and Bryan Markert, both of whom are not independent directors as defined in Rule
4200(a)(15) of the Rules of Nasdaq Marketplace Rules.

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our board of directors is capable of analyzing and evaluating our financial

---

32

statements and understanding internal controls and procedures
for financial reporting. The board of directors of our company does not believe
that it is necessary to have a standing audit, compensation or nominating
committee because we believe that the functions of such committees can be
adequately performed by the board of directors, consisting of Steve Bolton and
Bryan Market. In addition, we believe that retaining one or more directors who
would qualify as independent as defined in Rule 4200(a)(15) of the Rules of
Nasdaq Marketplace Rules would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact the we have not generated any revenues from operations to date.

ITEM 13.     EXHIBITS.

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)31.1*
    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 2002


*Filed herewith

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-KSB for
the fiscal years ended May 31, 2008 and 2007 were $12,000 and $13,500
respectively.

Audit Related Fees

For the fiscal years ended May 31, 2008 and 2007, 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 $Nil and $Nil respectively.

Tax Fees

For the fiscal years ended May 31, 2008 and 2007, 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.

---

33

All Other Fees

We did not incur any other fees, other than described above,
during the years ended May 31, 2008 and 2007.

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.

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

---

34

SIGNATURES

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

CAROLYN RIVER PROJECTS LTD.

By: /s/ Steve
Bolton
Steve Bolton President, Chief Executive Officer and Director
(Principal Executive Officer) Date: August 29, 2008

By: /s/ Bryan
Markert
Bryan Markert Secretary, Treasurer and Director (Principal Financial
Officer and PrincipalAccounting Officer) Date: August 29, 2008

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
Bolton
Steve Bolton President, Chief Executive Officer and Director
(Principal Executive Officer) Date: August 29, 2008

By: /s/ Bryan
Markert
Bryan Markert Secretary, Treasurer and Director (Principal Financial
Officer and PrincipalAccounting Officer) Date: August 29, 2008

---