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

                                 FORM 10-QSB

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

                 For the quarterly period ended March 31, 2005

  ( )  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                 For the transition period from ____________ to ___________

                 Commission file number:          000-50942
                                        -----------------------------------

                         HIGHRIVER ACQUISITION CORP.
---------------------------------------------------------------------------
     (Exact Name of Small Business Issuer as specified in its charter)

           Delaware
---------------------------------------------------------------------------
(State or other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)

                              c/o William Tay
                              P.O. Box 42198
                           Philadelphia, Pa 19101
---------------------------------------------------------------------------
                 (Address of principal executive offices)

                               (215) 359-2163
---------------------------------------------------------------------------
                         (Issuer's telephone number)

                               Not applicable.
---------------------------------------------------------------------------
       (Former name, former address and former fiscal year, if changed
                              since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [_]

State the number of shares outstanding of each of the issuer's classes of
common equity, as of March 31, 2005: 11,648,000 shares of common stock,
$.001 par value, as of the date of this Report.

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










<PAGE>
                        PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The Financial Statements of the Registrant required to be filed with this 10-
QSB Quarterly Report were prepared by management and commence on the following
page, together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.





                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                                 Balance Sheet
                             As of March 31, 2005
                                  (Unaudited)

<TABLE>
<CAPTION>

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

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

                     LIABILITIES AND STOCKHOLDERS' EQUITY

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

 Total Liabilities                                                   $    800


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

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

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

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

</TABLE>






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

<TABLE>
<CAPTION>

                                          For the         Period from
                                          3-Months       July 27, 2004
                                          Ended           (inception)
                                          March 31,       to March 31,
                                          2005                2005
                                          ------------    ------------
<S>                                       <C>             <C>

Revenue                                   $          -    $          -
                                          ------------    ------------
Expenses
 Organization and related expenses                   -             148
 Administrative and general expenses            11,500          12,300
                                          ------------    ------------
Net loss                                  $    (11,500)   $    (12,448)
                                          ============    ============

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

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

</TABLE>






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

<TABLE>
<CAPTION>


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

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

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

NONCASH FINANCING AND INVESTING ACTIVITIES

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


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

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

</TABLE>






<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                For the Period Ended March 31, 2005 (Unaudited)


NOTE 1 -- ORGANIZATION

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

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

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

A.  Accounting Method

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

B.  Income Taxes

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

C.  Cash Equivalents

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








<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                For the Period Ended March 31, 2005 (Unaudited)


D.  Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

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

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

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

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

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








<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                For the Period Ended March 31, 2005 (Unaudited)


such valuations, and any change in such valuations, on our financial
statements.

E.  Basic Loss Per Common Share

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

F.  Impact Of New Accounting Standards

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

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

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

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








<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                For the Period Ended March 31, 2005 (Unaudited)


are effective for financial reports containing financial statements for interim
periods beginning after December 15, 2002.

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

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

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

NOTE 3 -- GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern that contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established any source of revenue to cover its
operating costs. The Company will engage in very limited activities without
incurring any liabilities that must be satisfied in cash until a source of
funding is secured. The Company will offer noncash consideration and seek
equity lines as a means of financing its operations. If the Company is unable
to obtain revenue producing contracts or financing or if the revenue or
financing it does obtain is insufficient to cover any operating losses it may
incur, it may substantially curtail or terminate its operations or seek other
business opportunities through strategic alliances, acquisitions or other
arrangements that may dilute the interests of existing stockholders.









<PAGE>
                          HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                         NOTES TO FINANCIAL STATEMENTS
                For the Period Ended March 31, 2005 (Unaudited)


NOTE 4 - SHAREHOLDER'S EQUITY

On July 27, 2004, the Board of Directors issued 148,000 shares of common stock
for $148 in services to the founding shareholder of the Company to fund
organizational start-up costs.

On February 23, 2005, the Board of Directors approved the issuance of
11,500,000 shares of common stock to retain the services of William Tay as CEO
and President of the Company and were deemed fully paid and non-assessable on
that date.

Common Stock

The holders of the Company's common stock:

- Have equal ratable rights to dividends from funds legally available for
payment of dividends when, as and if declared by the board of directors;

- Are entitled to share ratably in all of the assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of our
affairs;

- Do not have preemptive, subscription or conversion rights, or redemption or
access to any sinking fund; and

- Are entitled to one noncumulative vote per share on all matters submitted to
stockholders for a vote at any meeting of stockholders.

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

Warrant and Options

There are no warrants or options outstanding to issue any additional shares of
common stock.



Item 2. Management's Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.

Plan of Operation

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

We are currently seeking to engage in a merger with or acquisition of a
foreign or domestic company which desires to become a reporting ("public")




<PAGE>
company whose securities are qualified for trading in the United States
secondary market. We have been in the developmental stage since inception and
have no operations to date. Other than issuing shares to two stockholders, we
have not commenced any operational activities.

We will not acquire or merge with any entity which cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. We are subject to all the reporting requirements
included in the Exchange Act. Included in these requirements is our duty to
file audited financial statements as part of our Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or
acquisition, as well as our audited financial statements included in our annual
report on 10-KSB. If such audited financial statements are not available at
closing, or within time parameters necessary to insure our compliance with the
requirements of the Exchange Act, or if the audited financial statements
provided do not conform to the representations made by the target business, the
closing documents may provide that the proposed transaction will be voidable at
the discretion of our present management.

We will not restrict our search for any specific kind of businesses, but may
acquire a business which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.

A business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and the
substitution by the target business of its own management and board of
directors.

We have, and will continue to have, no capital with which to provide the owners
of business opportunities with any cash or other assets. However, management
believes we will be able to offer owners of acquisition candidates the
opportunity to acquire a controlling ownership interest in a company with
securities registered pursuant to Rule 12(g) of the Exchange Act. Our officer
and director has not conducted market research and is not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

Our sole officer and director has agreed that he will advance any additional
funds which we need for operating capital and for costs in connection with
searching for or completing an acquisition or merger. Such advances maybe
converted to equity. There is no minimum or maximum amount the Officer and
Director will advance to us. We will not borrow any funds for the purpose of
repaying advances made by such Officer and Director, and we will not borrow any
funds to make any payments to our promoters, management or their affiliates or
associates.

Results of Operations

Since inception the Company has not conducted any business operations other
than filing a registration statement on Form 10-SB and other reports with the
Securities and Exchange Commission. For the three months ended March 31,
2005, the Company had no revenues, and incurred expenses of $11,500.

Liquidity and Capital Resources.

At March 31, 2005, the Company had no cash and no other assets.




<PAGE>
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained  herein.  Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.

Item 3. Controls and Procedures.

Based on his most recent evaluation, which was completed within 90 days of the
filing of this Form 10-QSB, the Company's president and principal financial
officer believe the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information
required to be disclosed by the Company in this report is accumulated and
communicated to the Company's management, as appropriate, to allow timely
decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date
of their evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.


                         PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.

Item 2. Changes in Securities.

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

Item 3. Defaults upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.




<PAGE>
Item 6. Exhibits and Reports on Form 8-K.

    1)  Exhibits

        31.1  Certification Pursuant to Section 302 Of The Sarbanes-Oxley Act
              Of 2002.

        32.1  Certification Pursuant to Section 906 Of The Sarbanes-Oxley Act
              Of 2002

     2)  Reports on Form 8-K:  An 8-K report was filed on February 25, 2005 to
         report Items 3.02 (Unregistered Sales of Equity Securities), 5.01
         (Changes in Control of Registrant) and 9.01 (Financial Statements and
         Exhibits).



                                  SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


Highriver Acquisition Corp.


By: /s/ William Tay
   ----------------------
   William Tay, President


Date: April 15, 2005