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

FORM 10-QSB

(Mark One)

ý Quarterly
  Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended May 31, 2005

o Transition Report
  Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-51306

SOUTHRIDGE ENTERPRISES INC.(Exact name of small business issuer as specified in its charter)

|NEVADA                                           | 98-0435537                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  
|                                                 |                                  
|                                                 |                                  
|50 Caldwell Court N.W.                           |                                  
|Edmonton, Alberta, Canada T6M 2X4                | (780) 481-0109                   
|(Address of principal executive offices)         | Issuer's telephone number        

18523 – 98th AvenueEdmonton, Alberta, Canada T5T 3E6(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 Exchange Act during the past twelve 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 ý   No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of July 15, 2005, the Issuer had10,335,000Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes oNo
  ý

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PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310(b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with generally accepted accounting
  principles. In the opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the nine months ended May 31, 2005 are not necessarily
  indicative of the results that can be expected for the year ending August 31,
  2005.

As used in this Quarterly Report, the terms "we", "us", "our",
  the “Company” and “Southridge” mean Southridge Enterprises
  Inc. and its subsidiaries unless otherwise indicated. All dollar amounts in
  this Quarterly Report are in U.S. dollars unless otherwise stated.

2

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SOUTHRIDGE ENTERPRISES INC. 
  (An Exploration Stage Company)

CONSOLIDATED BALANCE SHEEET 
  (Expressed in United States Dollars)

|                                                        |   |         |   |   | August 31, |  
|------------------------------------------------------- | - | ------- | - | - | ---------- | -
|                                                        |   | May 31, |   |   | 2004       |  
|                                                        |   | 2005    |   |   | (Audited)  |  
|                                                       
|ASSETS                                                 
|                                                        |   |         |   |   |            |  
|CURRENT                                                 |   |         |   |   |            |  
|Cash                                                    | $ | 36,756  |   | $ | 59,643     |  
|                                                       
|                                                        | $ | 36,756  |   | $ | 59,643     |  
|                                                       
|LIABILITIES                                            
|                                                        |   |         |   |   |            |  
|CURRENT                                                 |   |         |   |   |            |  
|Accounts payable
      and accrued liabilities          | $ | 22,500  |   | $ | 3,800      |  
|                                                       
|                                                       
|STOCKHOLDERS’ EQUITY                                   
|                                                       
|CAPITAL STOCK                                           |   |         |   |   |            |  
|Shares authorized:                                      |   |         |   |   |            |  
|100,000,000
      common voting stock, $0.001 par value |   |         |   |   |            |  
|100,000,000
      preferred stock, $0.001 par value     |   |         |   |   |            |  
|Shares issued and outstanding:                          |   |         |   |   |            |  
|10,335,000
      common stock                           |   | 10,335  |   |   | 10,335     |  
|                                                       
|ADDITIONAL PAID-IN CAPITAL                              |   | 82,378  |   |   | 82,378     |  
|                                                       
|ACCUMULATED DEFICIT INCURRED DURING THE                 |   |         |   |   |            |  
|EXPLORATION
      STAGE                                 |   | (78,457 | ) |   | (36,870    | )
|                                                       
|                                                        |   | 14,256  |   |   | 55,843     |  
|                                                       
|                                                        | $ | 36,756  |   | $ | 59,643     |  

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

Page F-1

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SOUTHRIDGE ENTERPRISES INC. 
  (An Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS 
  (Expressed in United States Dollars)

|                                    |   |               |   |   |              |   |   | For the       |   |   |             |  
|----------------------------------- | - | ------------- | - | - | ------------ | - | - | ------------- | - | - | ----------- | -
|                                    |   |               |   |   |              |   |   | period        |   |   |             |  
|                                    |   |               |   |   |              |   |   | from          |   |   | For the     |  
|                                    |   |               |   |   |              |   |   | inception     |   |   | period from |  
|                                    |   |               |   |   |              |   |   | on May 4,     |   |   | inception   |  
|                                    |   | For the three |   |   | For the nine |   |   | 2004          |   |   | on May 4,   |  
|                                    |   | month period  |   |   | month period |   |   | to August 31, |   |   | 2004 to     |  
|                                    |   | May 31,       |   |   | May 31,      |   |   | 2004          |   |   | May         |  
|                                    |   | 2005          |   |   | 2005         |   |   | (Audited)     |   |   | 31, 2005    |  
|                                   
|OPERATING EXPENSES                  |   |               |   |   |              |   |   |               |   |   |             |  
|General and administrative expenses | $ | 11,525        |   | $ | 41,587       |   | $ | 29,070        |   | $ | 70,657      |  
|Mineral property
      expenses     |   | -             |   |   | -            |   |   | 7,800         |   |   | 7,800       |  
|                                   
|NET (LOSS)                          | $ | (11,525       | ) | $ | (41,587      | ) | $ | (36,870       | ) | $ | (78,457     | )
|                                   
|NET (LOSS) PER SHARE – BASIC        | $ | (0.00         | ) | $ | (0.00        | ) | $ | (0.00         | ) |   |             |  
|                                   
|WEIGHTED AVERAGE COMMON             |   |               |   |   |              |   |   |               |   |   |             |  
|SHARES OUTSTANDING
      – BASIC    |   | 10,335,000    |   |   | 10,335,000   |   |   | 7,597,105     |   |   |             |  

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

Page F-2

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SOUTHRIDGE ENTERPRISES INC. (An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY 
  (Expressed in United States Dollars)

For the period from inception on May 4, 2004 to May 31, 2005

|                          |              |  |   |         |  |   |             |  |   | Accumulated |   |   |         |  
|------------------------- | ------------ |  | - | ------- |  | - | ----------- |  | - | ----------- | - | - | ------- | -
|                          |              |  |   |         |  |   |             |  |   | Deficit     |   |   |         |  
|                          |              |  |   |         |  |   |             |  |   | Incurred    |   |   |         |  
|                          |              |  |   |         |  |   | Additional  |  |   | During the  |   |   |         |  
|                          | Common Stock |  |   | Paid-in |  |   | Exploration |  |   |             |  
|                          | Shares       |  |   | Amount  |  |   | Capital     |  |   | Stage       |   |   | Total   |  
|                         
|Balance, May 4, 2004      | -            |  | $ | -       |  | $ | -           |  | $ | -           |   | $ | -       |  
|                         
|Common stock issued for   |              |  |   |         |  |   |             |  |   |             |   |   |         |  
|cash at $0.01 per share   | 6,000,000    |  |   | 6,000   |  |   | -           |  |   | -           |   |   | 6,000   |  
|cash at $0.02 per share   | 4,335,000    |  |   | 4,335   |  |   | 82,378      |  |   | -           |   |   | 86,713  |  
|                         
|Net (loss) for the period | -            |  |   | -       |  |   | -           |  |   | (36,870     | ) |   | (36,870 | )
|                         
|Balance, August 31, 2004  | 10,335,000   |  |   | 10,335  |  |   | 82,378      |  |   | (36,870     | ) |   | 55,843  |  
|                         
|Net (loss) for the period | -            |  |   | -       |  |   | -           |  |   | (41,587     | ) |   | (41,587 | )
|                         
|Balance, May 31, 2005     | 10,335,000   |  | $ | 10,335  |  | $ | 82,378      |  | $ | (78,457     | ) | $ | 14,256  |  

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

Page F-3

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SOUTHRIDGE ENTERPRISES INC. 
  (An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS 
  (Expressed in United States Dollars)

|                                              |   |               |   |   |              |   |   | For the period |   |   |                |  
|--------------------------------------------- | - | ------------- | - | - | ------------ | - | - | -------------- | - | - | -------------- | -
|                                              |   |               |   |   |              |   |   | from inception |   |   | For the period |  
|                                              |   | For the three |   |   | For the nine |   |   | on May 4,      |   |   | from inception |  
|                                              |   | month period  |   |   | month period |   |   | 2004 to        |   |   | on May 4,      |  
|                                              |   | ended         |   |   | ended        |   |   | August 31,     |   |   | 2004 to        |  
|                                              |   | May 31,       |   |   | May 31,      |   |   | 2004           |   |   | May 31,        |  
|                                              |   | 2005          |   |   | 2005         |   |   | (Audited)      |   |   | 2005           |  
|                                             
|OPERATING ACTIVITIES                          |   |               |   |   |              |   |   |                |   |   |                |  
|Net (loss)                                    | $ | (11,525       | ) | $ | (41,587      | ) | $ | (36,870        | ) | $ | (78,457        | )
|Adjustment to reconcile net (loss) to         |   |               |   |   |              |   |   |                |   |   |                |  
|net cash used for operating
      activities: |   |               |   |   |              |   |   |                |   |   |                |  
|Increase in accounts payable and              |   |               |   |   |              |   |   |                |   |   |                |  
|accrued
      liabilities                     |   | 9,000         |   |   | 18,700       |   |   | 3,800          |   |   | 22,500         |  
|                                             
|Net Cash (Used For) Operating                 |   |               |   |   |              |   |   |                |   |   |                |  
|Activities                                    |   | (20,525       | ) |   | (22,887      | ) |   | (33,070        | ) |   | (55,957        | )
|                                             
|FINANCING ACTIVITIES                          |   |               |   |   |              |   |   |                |   |   |                |  
|Issuance of common stock
      for cash       |   | -             |   |   | -            |   |   | 92,713         |   |   | 92,713         |  
|                                             
|Net Cash Provided By Financing                |   |               |   |   |              |   |   |                |   |   |                |  
|Activities                                    |   | -             |   |   | -            |   |   | 92,713         |   |   | 92,713         |  
|                                             
|NET (DECREASE) INCREASE IN CASH               |   | (20,525       | ) |   | (22,887      | ) |   | 59,643         |   |   | 36,756         |  
|                                             
|CASH, BEGINNING OF PERIOD                     |   | 57,281        |   |   | 59,643       |   |   | -              |   |   | -              |  
|                                             
|CASH, END OF PERIOD                           | $ | 36,756        |   | $ | 36,756       |   | $ | 59,643         |   | $ | 36,756         |  
|                                             
|Represented by:                               |   |               |   |   |              |   |   |                |   |   |                |  
|Cash in bank                                  | $ | 36,756        |   | $ | 36,756       |   | $ | 57,143         |   | $ | 36,756         |  
|Cash in lawyers’ trust account                |   | 200           |   |   | 200          |   |   | 2,500          |   |   | 200            |  
|                                             
|                                              | $ | 36,756        |   | $ | 36,756       |   | $ | 59,643         |   | $ | 36,756         |  

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

Page F-4

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SOUTHRIDGE ENTERPRISES INC. 
  (An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Expressed in United States Dollars)

NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

Southridge Enterprises Inc. (the “Company”) was
  incorporated in the State of Nevada on May 4, 2004. The Company was organized
  to explore mineral properties in British Columbia, Canada. The Company’s
  fiscal year end is August 31, 2004.

These financial statements are presented on the basis that
  the Company is a going concern, which contemplates the realization of assets
  and satisfaction of liabilities in the normal course of business over a reasonable
  length of time. As of May 31, 2005, the Company had $36,756 in cash, working
  capital of $14,256 a stockholders’ equity of $14,256 and accumulated
  net losses of $78,457 since inception. The financial statements do not include
  any adjustments relating to the recoverability and classification of recorded
  asset amounts or the amounts and classification of liabilities that might be
  necessary should the Company be unable to continue as a going concern. Its continuation
  as a going concern is dependent upon its ability to generate sufficient cash
  flow to meet its obligations on a timely basis, to obtain additional financing
  or refinancing as may be required, to develop commercially viable mining reserves,
  and ultimately to establish profitable operations.

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

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

The Company is not currently earning any revenues.

NOTE 2 – BASIS OF PRESENTATION

The accompanying balance sheet and related statements of operations,
  cash flows, and stockholders’ equity include all adjustments, consisting
  of normal recurring items, necessary for their fair presentation in conformity
  with accounting principles generally accepted in the United States of America
  (U.S. GAAP). Preparing financial statements requires management to make estimates
  and assumptions that affect the reported amounts of assets, liabilities, revenue
  and expenses. Actual results and outcomes may differ from management’s
  estimates and assumptions.

Interim results are not necessarily indicative of results
  for a full year.

The preparation of the consolidated financial statements is
  based on the accounting policies and practices consistent with those used in
  the preparation of the Company’s annual consolidated financial statements
  as at August 31, 2004 and the period then ended. These unaudited interim period
  consolidated financial statements do not contain all of the disclosures required
  by United States generally accepted accounting principles and therefore should
  be read together with the audited annual consolidated financial statements and
  the accompanying notes thereto.

Page F-5

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SOUTHRIDGE ENTERPRISES INC. 
  (An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
  (Expressed in United States Dollars)

NOTE 3 – MINERAL LEASES AND CLAIMS

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

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

NOTE 4 – INCOME TAXES

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

|                                            |   |         |   |   | August 31, |  
|------------------------------------------- | - | ------- | - | - | ---------- | -
|                                            |   | May 31, |   |   | 2004       |  
|                                            |   | 2005    |   |   | (Audited)  |  
|                                            |   |         |   |   |            |  
|Loss before income tax provision            | $ | 41,587  |   | $ | 36,870     |  
|                                            |   |         |   |   |            |  
|Expected (benefit) at statutory rates       |   | (14,139 | ) |   | (12,536    | )
|                                            |   |         |   |   |            |  
|Unrecognized benefit of non- capital losses |   | 14,139  |   |   | 12,536     |  
|                                            |   |         |   |   |            |  
|Total current income taxes                  | $ | -       |   | $ | -          |  

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

|                                              |   |         |   |   | August 31, |  
|--------------------------------------------- | - | ------- | - | - | ---------- | -
|                                              |   | May 31, |   |   | 2004       |  
|                                              |   | 2005    |   |   | (Audited)  |  
|Future income tax assets:                     |   |         |   |   |            |  
|                                             
|Operating losses available for future periods | $ | 26,675  |   | $ | 12,536     |  
|                                             
|Valuation allowance                           |   | (26,675 | ) |   | (12,536    | )
|                                             
|Net future income tax asset                   | $ | -       |   | $ | -          |  

The Company has incurred operating losses of approximately
  $78,457 which, if unutilized, will expire through to 2024. Future tax benefits,
  which may arise as a result of these losses, have not been recognized in these
  financial statements, and have been offset by a valuation allowance.

Page F-6

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SOUTHRIDGE ENTERPRISES INC. 
  (An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed in United States Dollars)

NOTE 5 – CAPITAL STOCK

Authorized

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

NOTE 6 – SEGMENTED INFORMATION

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

Page F-7

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

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

Overview

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

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

Acquisition of the Hilltop Claims

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

Current State of Exploration

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

The results of the geological report on the Hilltop Claims
  prepared by our geological consultant, Mr. W.G. Timmins, P. Geo, indicated that
  there are soil geochemical anomalies in a mineralized

3

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zone located within the Frederick Zone on the Hilltop property.
  The report concluded that positive results from prior exploration work indicates
  potential for the discovery of economic copper-gold deposits, and recommended
  a four phase geological exploration program on the mineral claims.

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

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

The Phase I report recommended that we carry out Phase II
  of our planned exploration program and that we acquire additional mineral claims
  to the west of the Hilltop 1 and 2 claims. The second phase of our exploration
  program consisting of compilation and correlation of all data and reconnaissance
  soil geochemical sampling and geological mapping is anticipated to commence
  in the summer exploration season of 2005.

PLAN OF OPERATION

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

We plan to commence Phase II of the exploration of our Hilltop
  Claims in the summer exploration season of 2005. We have sufficient cash on
  hand to pay the costs of Phase II and III of our proposed exploration program
  and to fund our operations for the next twelve months. However, we will require
  additional financing in order to proceed with any additional work beyond Phase
  III of our exploration program. We presently do not have any arrangements for
  additional financing for exploration work beyond Phase III of our exploration
  program, and no potential lines of credit or sources of financing are currently
  available for the purpose of proceeding with exploration work beyond Phase III
  of our exploration program.

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

4

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will be based on a number of factors, including his subjective
  judgment and will depend primarily on the results of the immediately preceding
  stage.

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

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

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

Our total expenditures over the next twelve months are anticipated
  to be approximately $20,000. Our cash on hand as of May 31, 2005 is $36,756.
  We have sufficient cash on hand to pay the costs of Phase II and III of our
  proposed exploration program and to fund our operations for the next 12 months.
  However, we may require additional financing in order to proceed with any additional
  work beyond Phase III of our exploration program.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          |                 |  |                          |  | Percentage | 
|------------------------- | --------------- |  | ------------------------ |  | ---------- | 
|                          |                 |  |                          |  | Increase / | 
|                          | At May 31, 2005 |  | At August 31,
      2004 |  | (Decrease) | 
|Current Assets            | $36,756         |  | $59,643                  |  | (38.3)%    | 
|Current Liabilities       | $22,500         |  | $3,800                   |  | 492 %      | 
|Working Capital (Deficit) | $14,256         |  | $55,843                  |  | (74.4 )%   | 

Cash Flows

|                                               |   | Nine Months Ended |   |   | Period from Inception |  
|---------------------------------------------- | - | ----------------- | - | - | --------------------- | -
|                                               |   | May 31, 2005      |   |   | to May 31, 2005       |  
|Cash Flows from (used in) Operating Activities | $ | (22,887           | ) | $ | (55,957               | )
|Cash Flows from (used in) Investing Activities |   | -                 |   |   | -                     |  
|Cash Flows from (used in) Financing Activities |   | -                 |   | $ | 92,713                |  
|Net Increase (decrease) in Cash During Period  | $ | (22,887           | ) | $ | 36,756                |  

5

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The decreases in our working capital surplus at May 31, 2005
  from our year ended August 31, 2004, and the increases in our cash used during
  the periods ended on May 31, 2005, from the comparable periods of the preceding
  fiscal years are primarily a result of the increase in our professional fees
  related to the professional fees paid in connection with preparing and filing
  our Registration Statement on Form SB-2 and the amendments thereto and from
  the fact that we had no revenue or sources of financing during the period ended
  May 31, 2005.

As of May 31, 2005 we had cash on hand of $36,756. Since
  our inception, we have used our common stock to raise money for our operations
  and for our property acquisitions. We have not attained profitable operations
  and are dependent upon obtaining financing to pursue our plan of operation.
  For these reasons, our auditors stated in their report to our audited financial
  statements for the period ended August 31, 2005, that there is substantial doubt
  that we will be able to continue as a going concern.

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report
  on Form 10-QSB have been prepared in accordance with generally accepted accounting
  principles in the United States of America for interim financial information.
  These financial statements do not include all information and footnote disclosures
  required for an annual set of financial statements prepared under United States
  generally accepted accounting principles. In the opinion of our management,
  all adjustments (consisting solely of normal recurring accruals) considered
  necessary for a fair presentation of the financial position, results of operations
  and cash flows as at May 31, 2005 and for all periods presented in the attached
  financial statements, have been included. Interim results for the three month
  and nine-month period ended May 31, 2005 are not necessarily indicative of the
  results that may be expected for the fiscal year as a whole.

We have identified certain accounting policies, described
  below, that are most important to the portrayal of our current financial condition
  and results of operations. Our significant accounting policies are disclosed
  in the notes to our audited consolidated financial statements for the year ended
  August 31, 2004.

6

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Restricted Cash

The Company classifies cash balances as restricted when cash
  is restricted as to withdrawal or usage.

Cost of Maintaining Mineral Properties

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

Acquisition Costs

Acquisition costs are capitalized on property where proven
  and provable reserves exist.

Exploration Expenditures

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

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

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

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

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

7

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RISK FACTORS

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

We have incurred a net loss of $78,457 for the period
  from May 4, 2004 (inception) to May 31, 2005, and have no revenues to date.
  Our future is dependent upon our ability to obtain financing and upon future
  profitable operations from the development of our mineral claims. These factors
  raise substantial doubt that we will be able to continue as a going concern.

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

Our current operating funds are sufficient to complete the
  proposed exploration program; however, they will be insufficient to complete
  the full exploration of the mineral claims and begin mining efforts should the
  mineral claims prove commercially viable. Therefore, we will need to obtain
  additional financing in order to complete our full business plan. As of May
  31, 2005, we had cash in the amount of $36,756. We currently do
  not have any operations and we have no income. Our plan of operations calls
  for significant expenses in connection with the exploration of our mineral claims.
  We have sufficient cash on hand to complete Phases II and III of our proposed
  exploration program. However, we may need additional financing to proceed past
  Phase III of our exploration program. We may also require additional financing
  if the costs of the exploration of our mineral claims are greater than anticipated.
  We may also require additional financing to sustain our business operations
  if we are not successful in earning revenues. We currently do not have any arrangements
  for financing and we may not be able to obtain financing when required. Obtaining
  additional financing would be subject to a number of factors, including the
  market prices for the mineral property and metals. These factors may make the
  timing, amount, terms or conditions of additional financing unavailable to us.

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

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

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

Investors should be aware of the difficulties normally encountered
  by new mineral exploration companies and the high rate of failure of such enterprises.
  The likelihood of success must be considered in light of the problems, expenses,
  difficulties, complications and delays encountered in connection with the exploration
  of the mineral properties that we plan to undertake. These potential problems
  include, but are not limited to, unanticipated problems relating to exploration,
  and additional costs and expenses that may exceed current estimates. The expenditures
  to be incurred by us in the exploration of the mineral claims may not result
  in the discovery of mineral deposits. Problems such as unusual or unexpected
  formations and other conditions are involved in mineral exploration and often
  result in unsuccessful exploration efforts. If the results of Phases II and
  III of our exploration program do not reveal viable commercial mineralization,
  we may

8

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decide to abandon our claim and acquire new claims for new
  exploration. The acquisition of additional claims will be dependent upon us
  possessing capital resources at the time in order to purchase such claims. If
  no funding is available, we may be forced to abandon our operations.

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

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

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

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

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

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

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

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

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

9

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

There are several governmental regulations that materially
  restrict mineral exploration. We will be subject to the laws of the Province
  of British Columbia as we carry out our exploration program. We may be required
  to obtain work permits, post bonds and perform remediation work for any physical
  disturbance to the land in order to comply with these laws. Our planned exploration
  program does not budget for regulatory compliance, there is a risk that new
  regulations could increase our costs of doing business and prevent us from carrying
  out our exploration program.

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

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

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

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

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

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

If a market for our common stock does not develop, stockholders
  may be unable to sell their shares

There is currently no market for our common stock and we can
  provide no assurance that a market will develop. We intend to apply for trading
  of our common stock on the OTC Bulletin Board. However, we can provide no assurance
  that our shares will be approved for trading on the OTC Bulletin Board or, if
  traded, that a public market will materialize. If our common stock is not traded
  on the OTC Bulletin Board or if a public market for our common stock does not
  develop,

10

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stockholders may not be able to re-sell the shares of our
  common stock that they have purchased and may lose all of their investment.

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

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

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation Of Disclosure Controls And Procedures

As of the end of the period covered by this report, our management
  carried out an evaluation, under the supervision and with the participation
  of our principal executive officer and principal financial officer, of the effectiveness
  of the design and operation of our disclosure controls and procedures (as defined
  in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
  our principal executive officer and principal financial officer has concluded
  that our disclosure controls and procedures are, as of the date covered by this
  Quarterly Report, effective to ensure that the information required to be disclosed
  by us in the reports that we file or submit under the Exchange Act is recorded,
  processed, summarized and reported within the time periods specified in the
  SEC rules and forms.

Changes In Internal Controls Over Financial Reporting

In connection with the evaluation of our internal controls
  during our last fiscal quarter, our principal executive officer and principal
  financial officer has determined that there have been no changes to our internal
  controls over financial reporting that has materially affected, or is reasonably
  likely to materially effect, our internal controls over financial reporting.

11

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE
  OF PROCEEDS.

We registered the resale of 4,335,000 shares of our common
  stock (the “Shares”) offered by selling stockholders of Southridge
  at a price of $0.04 per share pursuant to a registration statement on Form
  SB-2 under the Securities Act of 1933 (the “Offering”). The SEC
  declared our registration statement on Form SB-2 (File No. 333-119729), effective
  on May 6, 2005 (the “Effective Date”). We did not sell any shares
  of our common stock in the Offering and therefore will not receive any proceeds
  from the Offering. The Offering will terminate nine months after the Effective
  Date. None of the securities were sold through an underwriter and accordingly,
  there were no underwriting discounts or commissions involved. We are paying
  all expenses of the Offering. No portion of these expenses will be paid by the
  selling stockholders. The selling stockholders, however, will pay any other
  expenses incurred in selling their common stock, including any brokerage commissions
  or costs of sale. To date, we have expended $25,022 on the costs of the
  Offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

---

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



|Exhibit Number | Description of Exhibits                                                                                                                                                                  
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                          
|3.1            | Articles of Incorporation.(1)                                                                                                                                                            
|              
|3.2            | Bylaws, as amended. (1)                                                                                                                                                                  
|              
|4.1            | Form of Share Certificate.(1)                                                                                                                                                            
|              
|10.1           | Purchase Agreement dated May 17, 2004 between Larry
      R.W. Sostad and Southridge Enterprises Inc.(1)                                                                                 
|              
|10.2           | Assignment Agreement dated July 17, 2004 between Southridge
      Enterprises Inc. and Southridge Exploration Inc.(1)                                                                    
|              
|10.3           | Bill of Sale dated July 19, 2004 between Larry R. W.
      Sostad and Southridge Exploration Inc.(1)                                                                                     
|              
|10.4           | Work Statement filed March 18, 2005. (1)                                                                                                                                                 
|               |                                                                                                                                                                                          
|31.1           | Certification of Chief Executive Officer and
      Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
      of 2002                                               
|               |                                                                                                                                                                                          
|32.1           | Certification of Chief Executive Officer and
      Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
|              

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

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended May 31, 2005. We have not filed any Current Reports on
  Form 8-K since May 31, 2005.

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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.

|      |               |     | SOUTHRIDGE ENTERPRISES INC.                     
|----- | ------------- | --- | ------------------------------------------------
|     
|     
|      |               | By: | /s/ Vernon Samaroo                              
|Date: | July 20, 2005 |     | VERNON SAMAROO                                  
|      |               |     | Chief Executive Officer, Chief Financial Officer
|      |               |     | President, Secretary and Treasurer              
|      |               |     | (Principal Executive Officer                    
|      |               |     | and Principal Accounting Officer)               

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