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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)[X]Quarterly Report Pursuant To Section 13
Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended May 31, 2006

[   ] 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                |                                  
|(Address of principal executive offices)         |                                  
|                                                 |                                  
|(780) 481-0109                                   |                                  
|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 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 [X]No [   ]

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

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 12, 2006, the Issuer had 10,335,000
  Shares of CommonStock outstanding.

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

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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, 2006 are
not necessarily indicative of the results that can be expected for the year
ending August 31, 2006.

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)

Unaudited Financial Statements (Expressed in U.S. Dollars)



|Index                                                           | Page Number
|--------------------------------------------------------------- | -----------
|                                                                |            
|Consolidated Balance Sheets                                     | F-1        
|                                                                |            
|Consolidated Statement of Changes in Stockholders
      Equity | F-2        
|                                                                |            
|Consolidated Statements of Operations                           | F-3        
|                                                                |            
|Consolidated Statements of Cash Flows                           | F-4        
|                                                                |            
|Notes to Consolidated Financial Statements                      | F-5 - F-10 

---

|SOUTHRIDGE ENTERPRISES INC.      
|---------------------------------
|(An Exploration Stage Company)   
|Consolidated Balance Sheets      
|(Expressed in U.S.
      Dollars)

|                                                                     |   | May 31, 2006 |   |   | August 31, 2005 |  
|-------------------------------------------------------------------- | - | ------------ | - | - | --------------- | -
|                                                                     |   | (Unaudited)  |   |   | Audited         |  
|                                                                     |   |              |   |   |                 |  
|ASSETS                                                               |   |              |   |   |                 |  
|Current                                                              |   |              |   |   |                 |  
|Cash                                                                 | $ | 8,458        |   | $ | 36,938          |  
|Prepaids                                                             |   | 200          |   |   | -               |  
|Total current assets                                                 |   | 8,658        |   |   | 36,938          |  
|                                                                     |   |              |   |   |                 |  
|Total assets                                                         | $ | 8,658        |   | $ | 36,938          |  
|                                                                     |   |              |   |   |                 |  
|LIABILITIES                                                          |   |              |   |   |                 |  
|Current                                                              |   |              |   |   |                 |  
|Accounts payable and accrued liabilities                             | $ | 600          |   | $ | 26,120          |  
|Total current liabilities                                            |   | 600          |   |   | 26,120          |  
|Total Liabilities                                                    |   | 600          |   |   | 26,120          |  
|                                                                     |   |              |   |   |                 |  
|STOCKHOLDERS EQUITY                                                 |   |              |   |   |                 |  
|Share capital                                                        |   |              |   |   |                 |  
|Authorized:                                                          |   |              |   |   |                 |  
|Preferred stock $0.001
      par value 100,000,000 shares authorized |   |              |   |   |                 |  
|None issued, allotted and outstanding:                               |   | -            |   |   | -               |  
|                                                                     |   |              |   |   |                 |  
|Common
      stock $0.001 par value, 100,000,000 shares authorized   |   |              |   |   |                 |  
|Issued, allotted and outstanding:                                    |   |              |   |   |                 |  
|10,335,000 shares of common stock                                    |   | 10,335       |   |   | 10,335          |  
|Additional paid-in capital                                           |   | 82,378       |   |   | 82,378          |  
|Deficit accumulated during exploration stage                         |   | (84,655      | ) |   | (81,895         | )
|Total stockholders
      equity                                     |   | 8,058        |   |   | 10,818          |  
|Total liabilities and stockholders equity                           | $ | 8,658        |   | $ | 36,938          |  

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

F-1

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|SOUTHRIDGE ENTERPRISES INC.                               | 
|--------------------------------------------------------- | 
|(An Exploration Stage Company)                            | 
|Consolidated Statement of Changes in Stockholders' Equity | 
|For the period May 4, 2004 (Inception) to May 31, 2006    | 
|(Expressed in U.S.
      Dollars)                         | 
|(Unaudited)                                               | 

DeficitAccumulated
      
      
      TotalAdditional
      
      
      During
      
      
      Stock-Common stock
      
      
      paid-in
      
      
      Exploration
      
      
      holders'Shares
      
      
      Amount
      
      
      capital
      
      
      Stage
      
      
      equityBalance May 4, 2004
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Common stock issued for cash($0.001 per share)
      
      6,000,000
      
      
      6,000
      
      
      
      
      
      
      
      
      6,000($0.02 per share)
      
      4,335,000
      
      
      4,335
      
      
      82,378
      
      
      
      
      
      86,713- net loss for the period from
        May 4, 2004 toAugust
        31, 2004
      
      
      
      
      
      
      
      
      
      
      (36,870
      )
      
      (36,870
      )Balance August 31, 2004
      
      10,335,000
      
      
      10,335
      
      
      82,378
      
      
      (36,870
      )
      
      55,843- net loss for the year
      
      
      
      
      
      
      
      
      
      
      (45,025
      )
      
      (45,025
      )Balance August 31, 2005
      
      10,335,000
      
      
      10,335
      
      
      82,378
      
      
      (81,895
      )
      
      10,818- net loss for the period
      
      
      
      
      
      
      
      
      
      
      (2,760
      )
      
      (2,760
      )Balance, May 31, 2006
      
      10,335,000
      
      $
      10,335
      
      $
      82,378
      
      $
      (84,655
      )
      $
      8,058


Theaccompanyingnotes are anintegralpart of theseconsolidatedfinancialstatements.

F-2

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|SOUTHRIDGE ENTERPRISES INC.          
|-------------------------------------
|(An Exploration Stage Company)       
|Consolidated Statements of Operations
|(Expressed in U.S. Dollars)          
|(Unaudited)                          

For the nine
      
      
      For the nine
      
      
      For the three
      
      
      For the three
      
      
      For the periodMonth period
      
      
      Month period
      
      
      Month period
      
      
      Month period
      
      
      Fromended May
      
      
      ended May 31,
      
      
      ended May
      
      
      ended May 31,
      
      
      inception31, 2006
      
      
      2005
      
      
      31, 2006
      
      
      2005
      
      
      May 4, 2004 toMay 31,2006OPERATING EXPENSESGeneral and administrative
        expenses
      $
      2,760
      
      $
      41,587
      
      $
      1,580
      
      $
      11,525
      
      $
      76,855Mineral property expenses
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      7,800Net (Loss)
      
      (2,760
      )
      
      (41,587
      )
      
      (1,580
      )
      
      (11,525
      )
      
      (84,655
      )Provision for income taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Net (Loss) for the Period
      $
      (2,760
      )
      $
      (41,587
      )
      $
      (1,580
      )
      $
      (11,525
      )
      $
      (84,655
      )Net (Loss) Per Share - Basic
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )WEIGHTED AVERAGE COMMONSHARES OUTSTANDING - BASIC
      
      10,335,000
      
      
      10,335,000
      
      
      10,335,000
      
      
      10,335,000


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

F-3

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|SOUTHRIDGE ENTERPRISES INC.          
|-------------------------------------
|(An Exploration Stage Company)       
|Consolidated Statements of Cash Flows
|(Expressed in U.S. Dollars)          
|(Unaudited)                          

For the nine
      
      
      For the nine
      
      
      For the three
      
      
      For the three
      
      
      For the periodMonth period
      
      
      Month period
      
      
      Month period
      
      
      Month period
      
      
      Fromended May
      
      
      ended May
      
      
      ended May
      
      
      ended May
      
      
      inception31, 2006
      
      
      31, 2005
      
      
      31, 2006
      
      
      31, 2005
      
      
      May 4, 2004 toMay 31,2006OPERATING ACTIVITIESNet (loss)
      $
      (2,760
      )
      $
      (41,587
      )
      $
      (1,580
      )
      $
      (11,525
      )
      $
      (84,655
      )Changes in non-cash working capital itemsIncrease (decrease) in accounts payableand accrued liabilities
      
      (25,520
      )
      
      18,700
      
      
      -
      
      
      (9,000
      )
      
      600Net Cash (Used For) Operating Activities
      
      (28,280
      )
      
      (22,887
      )
      
      (1,580
      )
      
      (20,525
      )
      
      (84,055
      )FINANCING ACTIVITIESIssuance of common stock
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      92,713Net Cash Provided
        by Financing Activities
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      92,713NET (DECREASE) INCREASE IN CASH
      
      (28,280
      )
      
      (22,887
      )
      
      (1,580
      )
      
      (20,525
      )
      
      8,658CASH BEGINNING OF PERIOD
      
      36,938
      
      
      59,643
      
      
      10,238
      
      
      57,281
      
      
      -CASH, END OF PERIOD
      $
      8,658
      
      $
      36,756
      
      $
      8,658
      
      $
      36,756
      
      $
      8,658Represented by:Cash in bank
      $
      8,458
      
      $
      36,556
      
      $
      8,458
      
      $
      36,556
      
      $
      8,458Cash in lawyers trust account
      
      200
      
      
      200
      
      
      200
      
      
      200
      
      
      200


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

F-4

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|SOUTHRIDGE ENTERPRISES INC.               
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|For the period ended May 31, 2006         
|(Expressed in U.S. dollars)               
|(Unaudited)                               

|1. | Organization and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | This summary of accounting policies for Southridge Enterprises
        Inc. is presented to assist in understanding the Company's consolidated
        financial statements. The accounting policies conform to generally accepted
        accounting principles and have been consistently applied in the preparation
        of the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | These consolidated 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, 2006, the
        Company had $8,658 in cash, working capital of $8,058 a stockholders
        equity of $8,058 and accumulated net losses of $84,655 since inception.
        The consolidated 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 consolidated financial statements pertain to continuing operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company is not currently earning any revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The accompanying balance sheets 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-5

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|SOUTHRIDGE ENTERPRISES INC.               
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|For the period ended May 31, 2006         
|(Expressed in U.S. dollars)               
|(Unaudited)                               

|1. | Organization and Continuance of Operations(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | 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, 2005 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
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | (a) | Accounting Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | The preparation of consolidated financial statements
        in conformity with generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amount of assets
        and liabilities and disclosure of contingent assets and liabilities at
        the date of the financial statements and the reported amount of revenues
        and expenses during the period. Actual results may differ from those estimates.

| | (b) | Cash Equivalents                                                                                                                                                                                                                                                                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                    
| |     | For purposes of the consolidated statement of cash flows
        cash equivalents usually consist of highly liquid investments which are
        readily convertible into cash with maturity of three months or less when
        purchased.                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                    
| | (c) | Concentration of Credit Risk                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                    
| |     | The Company has no significant off-balance-sheet concentrations
        of credit risk such as foreign exchange contracts, options contracts or
        other foreign hedging arrangements. The Company maintains the majority
        of its cash balances with one financial institution, in the form of demand
        deposits.
| |     |                                                                                                                                                                                                                                                                                                                                    
| | (d) | Mineral Interest                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                    
| |     | In March 2004, the Emerging Issues Task Force issued
        EITF 04-2, Whether Mineral Rights are Tangible or Intangible Assets
        (EITF 04-2). The Task Force reached a consensus that mineral rights are
        tangible assets. In April 2004, the FASB issued FASB                                                    

F-6

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|SOUTHRIDGE ENTERPRISES INC.               
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|For the period ended May 31, 2006         
|(Expressed in U.S. dollars)               
|(Unaudited)                               

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

| | (d) | Mineral Interest(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | Staff Positions (FSPs) FAS 141-1 and FAS 142-1, Interaction
        of FASB Statements No. 141, Business Combinations (SFAS 141), and
        No. 142, Goodwill and Other Intangible Assets (SFAS 142),
        and EITF Issue No. 04-2, Whether Mineral Rights are Tangible or
        Intangible Assets. The FSPs amend SFAS 141 and 142 to conform them
        to the Task Force consensus. The FSPs are effective for the first reporting
        period beginning after April 29, 2004 adoption is permitted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | In March 2004, the EITF issued EITF 04-3, Mining
        Assets Impairment and Business Combinations. EITF 04-3 requires
        mining companies to compare cash flows to the economic value of mining
        assets (including mineral properties and rights) beyond those assets
        proven and probable reserves, as well as anticipated market price fluctuations,
        when assigning value in a business combination in accordance with SFAS
        141 and when testing the mining assets for impairment in accordance with
        SFAS 144. The consensus is effective for reporting periods beginning after
        March 31, 2004 but earlier adoption is permitted. Pursuant to SFAS No.
        141 and SFAS No. 142, as amended by EITF 04-02, mineral interest associated
        with other than owned properties are classified as tangible assets. As
        of May 31, 2006, the Company has impaired/expensed costs associated with
        our property.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The Company has a 100% interest in certain mineral properties
        in British Columbia, Canada, collectively referred to as Hilltop claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | The Company accounts for long-lived assets under the
        Statements of Financial Accounting Standards Nos. 142 and 144 Accounting
        for Goodwill and Other Intangible Assets and Accounting for
        Impairment or Disposal of Long-Lived Assets (SFAS No. 142
        and 144). In accordance with SFAS No. 142 and 144, long-lived assets,
        goodwill and certain identifiable intangible assets held and used by the
        Company are reviewed for impairment whenever events or changes in circumstances
        indicate that the carrying amount of an asset may not be recoverable.
        For purposes of evaluating the recoverability of long-lived assets, goodwill
        and intangible assets, the recoverability test is performed using undiscounted
        net cash flows related to the long-lived assets.                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | Statement of Financial Accounting Standards (SFAS)
        No. 151, Inventory Costs  an amendment of ARB No. 43, Chapter
        4 SFAS No. 152, Accounting for Real Estate Time- Sharing
        Transactions - an amendment of FASB Statements No. 66 and 67, SFAS
        No. 153, Exchanges of Non-monetary Assets  an amendment of
        APB Opinion No. 29, and SFAS No. 123 (revised 2004), Share-Based
        Payment, were recently issued. SFAS No. 151, 152, 153 and 123 (revised
        2004) have no current applicability to the Company and have no effect
        on the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                

F-7

---

|SOUTHRIDGE ENTERPRISES INC.               
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|For the period ended May 31, 2006         
|(Expressed in U.S. dollars)               
|(Unaudited)                               

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

| | (g) | Loss per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Basic and diluted net loss per common share is computed
        based upon the weighted average common shares outstanding as defined by
        Financial Accounting Standards No. 128, Earnings Per Share.
        As of May 31, 2006 and 2005, there were no dilutive securities outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (h) | Pervasiveness of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The preparation of financial statements in conformity
        with generally accepted accounting principles required 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.                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company accounts for income taxes under the Statement
        of Financial Accounting Standards 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 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. 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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (j) | Business Segments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | The Company operates in one segment and therefore segment
        information is not presented.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (k) | Mining Properties and Exploration Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | Exploration costs and costs of acquiring mineral properties
        are charged to operations in the year in which they are incurred, except
        where these costs relate to specific properties for which economically
        recoverable resources are estimated to exist, in which case they are capitalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-8

---

|SOUTHRIDGE ENTERPRISES INC.               
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|For the period ended May 31, 2006         
|(Expressed in U.S. dollars)               
|(Unaudited)                               

|2. | Summary of Significant Accounting Policies(continued)
|-- | -----------------------------------------------------

| | (k) | Mining Properties and Exploration Costs(continued)                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Mining properties are, upon commencement of production,
        amortized over the estimated life of the orebody to which they relate
        or are written off if the property is abandoned or if there is considered
        to be a permanent impairment in value.                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Investments in mining properties over which the company
        has significant influence but not joint control are accounted for using
        the equity method.                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Site Restoration and Post Closure Costs                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | Expenditures related to ongoing environmental and reclamation
        activities are expensed, as incurred, unless previously accrued. Provisions
        for future site restoration and reclamation and other post closure costs
        in respect of operating facilities are charged to operations over the
        estimated life of the operating facility, commencing when a reasonably
        definitive estimate of the cost can be made

|3. | Acquisition of Mineral Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company 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.                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Description Of Property And Location Of Hilltop Mineral
        Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Hilltop Claims property is comprised of two mineral
        claims with a total area of approximately 110 acres, located on the north
        shore of Kamloops Lake in south-central British Columbia, Canada.                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The Company obtained information on the area from the
        British Columbia Department of Mines and Geological Consultants in 2004.
        Management believed the timing was opportune at that time to obtain this
        property at the price paid. The Hilltop Claims are recorded with the Ministry
        of Energy and Mines, Province of British Columbia, Canada under the following
        name, tag and tenure numbers:                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Effective January 12, 2005, in connection with the adoption
        of new Mineral Tenure registration procedures in the Province of British
        Columbia and the recommendations of the company's consulting geologist,
        the original two mineral claims have now been registered as one cell claim
        (the Hilltop Claim). The area of the Hilltop Claim is now
        expanded from 124 acres to 403 acres, encompassing another mineral showing
        known as the Log showing, to the north of the previously examined
        claims.

F-9

---

|SOUTHRIDGE ENTERPRISES INC.               
|------------------------------------------
|(An Exploration Stage Company)            
|Notes to Consolidated Financial Statements
|For the period ended May 31, 2006         
|(Expressed in U.S. dollars)               
|(Unaudited)                               

|4. | Common 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As of May 31, 2006, the Company had a net operating
        loss carryforward for income tax reporting purposes of approximately $84,655
        that may be offset against future taxable income through 2026. Current
        tax laws limit the amount of loss available to be offset against future
        taxable income when a substantial change in ownership occurs. Therefore,
        the amount available to offset future taxable income may be limited. No
        tax benefit has been reported in the financial statements, because the
        Company believes there is a 50% or greater chance the carryforwards will
        expire unused. Accordingly, the potential tax benefits of the loss carryforwards
        are offset by a valuation allowance of the same amount.

May 31,
      
      
      May 31,2006
      
      
      2005Unaudited
      
      
      UnauditedLoss before income tax provision
      $
      2,760
      
      $
      41,587Expected (benefit) at statutory rates (34%)
      
      (938
      )
      
      (14,139
      )Unrecognized benefit of non-capital losses
      
      938
      
      
      14,139$
      -
      
      $
      -


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

May 31,
      
      
      August 31,2006
      
      
      2005Unaudited
      
      
      AuditedDeferred tax assets:Net operating loss carryforwards
      $
      84,655
      
      $
      81,895Gross deferred tax assets
      
      28,783
      
      
      27,845Less: valuation allowance
      
      (28,783
      )
      
      (27,845
      )Net deferred tax asset
      $
      --
      
      $
      --


F-10

---

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 (the SEC), particularly our
Annual Reports on Form 10-KSB and our Current Reports on Form 8-K.

INTRODUCTION

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 (the Hilltop Claim), comprised
of a two unit grid claim block located on the north shore of Kamloops Lake in
south-central British Columbia, Canada.

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 claim or that we will discover commercially exploitable
levels of mineral resources on our property, 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 claim possesses
commercially exploitable mineral deposits of copper and gold.

RECENT CORPORATE DEVELOPMENTS

Since our most recently completed fiscal quarter ended February
28, 2006, we have experienced the following significant corporate
developments:

| | 1. | On April 10, 2006, we received a preliminary geological
      report on the results of Phase II on the Hilltop Claim, prepared by our
      geologist, Mr. Bill Timmins. The report concludes that the results of
      Phase II indicate trace amounts of copper and gold and recommend an
      additional work program on the property. A detailed study and analysis of
      all results and preparation of maps are still in progress in preparation
      for a formal report anticipated to be completed during our next fiscal
      quarter.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 2. | Effective January 12, 2005, in connection with the
      adoption of new Mineral Tenure registration procedures in the Province of
      British Columbia and the recommendations of our consulting geologist, the
      original two mineral claims have now been registered as one cell claim.
      The area of the Hilltop Claim is 163.574 hectares, encompassing another
      mineral showing known as the Log showing, to the north of the previously
      examined claims.                                                                

3

---

Acquisition of the Hilltop Claim

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 Claim to our subsidiary pursuant to an assignment agreement dated July
19, 2004.

Current State of Exploration

Our planned exploration program on the Hilltop Claim is
exploratory in nature and no mineral reserves may ever be found. The results of
the geological report on the Hilltop Claim prepared by our geological
consultant, Mr. Timmins, indicated that there are soil geochemical anomalies in
a mineralized zone located within the Frederick Zone on the Hilltop property.
The report concluded that positive results from prior exploration work indicates
potential for the discovery of economic copper-gold deposits, and recommended a
four phase geological exploration program on the Hilltop Claim area. We have
not, nor has any predecessor, identified any commercially exploitable mineral
deposits on our mineral claim.

Phase I  Exploration Program

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

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

Phase II  Exploration Program

The Phase I report recommended that we carry out Phase II of
our planned exploration program and that we acquire additional mineral claims to
the west of the Hilltop Claim. The second phase consisting of grid emplacement,
ground magnetometer, geochemical soil sampling surveys, and prospecting and rock
outcrop sampling was completed in November, 2005. We received a preliminary
assessment report from our consulting geologist on April 10, 2006.

In his preliminary Phase II report, our consulting geologist
reported that a preliminary study of the magnetic results indicated a contact
zone in the northwest sector of the grid in the vicinity of the Log showing,
which was reported to consist of chalcopyrite, bornite, and pyrrhotite in
prorphyritic andesite. According to the report, the geochemical soil survey
indicated anomalous zones of high values in copper and gold in the same area
which appear to occur over an area of at least 500 feet by 300 feet. Two rock
samples from the Hilltop Claim were collected. Rock Sample II assayed 1.21%
copper and traces of gold. Rock Sample I, which was collected approximately 100
feet south and 200 feet west of Rock Sample II, assayed 0.89% copper and trace
of gold.

4

---

Phase III  Exploration Program

The preliminary Phase II report supports proceeding with Phase
III of our exploration program. Phase III consists of detailed rock and soil
sampling and electromagnetic and magnetometer surveys. The decision whether to
proceed with Phase III will depend on the result of the final report by our
consulting geologist. We are currently awaiting the final report, which is
anticipated during our next fiscal quarter.

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Hilltop Claim in order to assess whether the claim possesses
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 claim.

We are presently awaiting a final report on the results of
Phase II including final assay results. We do not have sufficient cash on hand
to pay the costs of Phase III of our proposed exploration program and to fund
our operations for the next twelve months, and 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. The
preliminary assessment report prepared by our consulting geologist supports
proceeding with Phase III at this time. 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 in his final report whether or not to recommend proceeding
will be based on a number of factors, including his subjective judgment and will
depend primarily on the results of the immediately preceding stage.

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

5

---

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

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


Our total expenditures over the next twelve months are
anticipated to be approximately $20,000. Our cash on hand as of May 31, 2006 is
$8,458. We do not have sufficient cash on hand to pay the costs of Phase III of
our proposed exploration program and to fund our operations for the next twelve
months. We also require additional financing in order to proceed with any
additional work beyond Phase III of our exploration program.

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

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

Three Months Ended May 31
    
    Nine Months Ended May 31Percentage
    
    
    
    PercentageIncrease /
    
    
    
    Increase /2006
    2005
    (Decrease)
    
    2006
    2005
    (Decrease)Revenue
    $-
    $-
    N/A
    
    $-
    $-
    N/AExpenses
    (2,760)
    (41,587)
    (93.4)%
    
    (1,580)
    (11,525)
    (86.3)%Net Loss
    $(2,760)
    $(41,587)
    (93.4)%
    
    $(1,580)
    $(11,525)
    (86.3)%


Revenue

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of
minerals. We are presently in the exploration stage of our business and we can
provide no assurance that a commercially viable mineral deposits exists on our
claims or that we will discover commercially exploitable levels of mineral
resources on our property, or if such deposits are discovered, that we will
enter into further substantial exploration programs. We will not be able to
determine whether or not our mineral claims contain a commercially exploitable
silver and gold deposit, or reserve, until appropriate exploratory work is done
and an economic evaluation based on that work concludes economic viability.

6

---

Expenses

Our operating expenses for the nine months ended May 31, 2006
  consisted entirely of general and administrative expenses and we did not incur
  any expenses related to our mineral property exploration. Our general and administrative
  expenses of $2,760 for the nine months ended May 31, 2006 decreased as compared
  to the same period in 2005, primarily due to a decrease in professional fees
  associated with our continuing reporting obligations under the Securities and
  Exchange Act of 1934.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |                       |                          |                      
|------------------- | --------------------- | ------------------------ | ---------------------
|                    |                       |                          | Percentage           
|                    | At
      May 31, 2006 | At
      August 31, 2005 | Increase / (Decrease)
|Current Assets      | $8,658                | $36,938                  | (76.6)%              
|Current Liabilities | (600)                 | (26,120)                 | (97.7)%              
|Working Capital     | $8,058                | $10,818                  | (25.5)%              

|Cash Flows                                           |                    |                   
|---------------------------------------------------- | ------------------ | ------------------
|                                                     | Nine Months Ended  | Nine Months Ended 
|                                                     | May
      31, 2006 | May
      31, 2005
|Cash Flows (used in)
      Operating Activities      | $(28,280)          | $(22,887)         
|Cash Flows from (used in) Investing
      Activities | -                  | -                 
|Cash Flows from (used in)
      Financing Activities | -                  | -                 
|Net Decrease in Cash During Period                   | $(28,280)          | $(22,887)         

The decline in our working capital surplus at May 31, 2006 from
the period ended August 31, 2005 is reflective of the current state of our
business development. We reduced our operating expenses from $41,587 for the
nine month period ended May 31, 2005 to $2,760 for the nine month period ended
May 31, 2006, primarily due to a decrease in our professional fees.

As of May 31, 2006 we had cash on hand of $8,458. 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 consolidated financial statements
  for the year ended August 31, 2005, that there is substantial doubt that we
  will be able to continue as a going concern.

Future Financings

We have incurred a net loss of $84,655 for the period from May
4, 2004 (inception) to May 31, 2006, 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 claim. 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

7

---

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

None.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations.

Use of Estimates

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

Mineral Property Acquisition Payments and Exploration
Costs

Exploration costs and costs of acquiring mineral properties are
charged to operations in the year in which they are incurred, except where these
costs relate to specific properties for which economically recoverable resources
are estimated to exist, in which case they are capitalized.

Mining properties are, upon commencement of production,
amortized over the estimated life of the orebody to which they relate or are
written off if the property is abandoned or if there is considered to be a
permanent impairment in value. Investments in mining properties over which the
company has significant influence but not joint control are accounted for using
the equity method.

Expenditures related to ongoing environmental and reclamation
activities are expensed, as incurred, unless previously accrued. Provisions for
future site restoration and reclamation and other post closure costs in respect
of operating facilities are charged to operations over the estimated life of the
operating facility, commencing when a reasonably definitive estimate of the cost
can be made

Mineral Interests

In March 2004, the Emerging Issues Task Force issued EITF 04-2,
Whether Mineral Rights are Tangible or Intangible Assets (EITF 04-2). The Task
Force reached a consensus that mineral rights are tangible assets. In April
2004, the FASB issued FASB Staff Positions (FSPs) FAS 141-1 and FAS 142-1,
Interaction of FASB Statements No. 141, Business Combinations (SFAS 141), and
No. 142, Goodwill and Other Intangible Assets (SFAS 142), and EITF Issue No.
04-2,

8

---

Whether Mineral Rights are Tangible or Intangible Assets. The
FSPs amend SFAS 141 and 142 to conform them to the Task Force consensus. The
FSPs are effective for the first reporting period beginning after April 29, 2004
adoption is permitted.

In March 2004, the EITF issued EITF 04-3, Mining Assets
Impairment and Business Combinations. EITF 04-3 requires mining companies to
compare cash flows to the economic value of mining assets (including mineral
properties and rights) beyond those assets proven and probable reserves, as
well as anticipated market price fluctuations, when assigning value in a
business combination in accordance with SFAS 141 and when testing the mining
assets for impairment in accordance with SFAS 144. The consensus is effective
for reporting periods beginning after March 31, 2004 but earlier adoption is
permitted. Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF 04-02,
mineral interest associated with other than owned properties are classified as
tangible assets. As of May 31, 2006, the Company has impaired/expensed costs
associated with our property.

RISKS AND UNCERTAINTIES

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 $84,655 for the period from May
4, 2004 (inception) to May 31, 2006, 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 not sufficient to complete the
proposed exploration program, and 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, 2006, we
had cash in the amount of $8,458. Our plan of operation calls for significant
expenses in connection with the exploration of our mineral claims. We require
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 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.

9

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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 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.

10

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

Access to the Hilltop Claim 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 Claim property comprises one claim with a total
area of 163.574 hectares, located five miles north-northwest of the village of
Tranquille on the north shore of Kamloops Lake. The claim may be reached by
all-weather and gravel roads from Tranquille, which lie within the Kamloops city
limits. The mainline of the Canadian National railway passes through the
property. This is an essentially undeveloped area in British Columbia. The area
consists of many mountains and lakes with heavy forestation. An unpaved gravel
road is the only access. Winters are often severe with rain, freezing rain,
wind, and snow common between November and March.

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

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the Province of
British Columbia as we carry out our exploration program. We may be required to
obtain work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws. If we enter the
production phase, the cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements
include:

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

The Hilltop Claim expires on March 24, 2007. In the Province of
British Columbia, the recorded holder of a mineral claim is required to perform
a minimum amount of exploration work on a claim or make payment in the
equivalent sum in lieu of work. The fee is CDN$4.40 per hectare (approximately
US$3.78 per hectare) in the first three years and CDN$8.40 per hectare
(approximately US$7.22 per hectare) in subsequent years. There is a risk that
new regulations

11

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could increase our costs of doing business and prevent us from
carrying out our exploration program. We will also have to sustain the cost of
reclamation and environmental remediation for all exploration work undertaken.
Both reclamation and environmental remediation refer to putting disturbed ground
back as close to its original state as possible. Other potential pollution or
damage must be cleaned-up and renewed along standard guidelines outlined in the
usual permits. Reclamation is the process of bringing the land back to its
natural state after completion of exploration activities. Environmental
remediation refers to the physical activity of taking steps to remediate, or
remedy, any environmental damage caused. The amount of these costs is not known
at this time as we do not know the extent of the exploration program that will
be undertaken beyond completion of the recommended work program. If remediation
costs exceed our cash reserves we may be unable to complete our exploration
program and have to abandon our operations.

If we cannot complete successfully for financing and for
qualified managerial and technical employees, our exploration program may
suffer.

Our competition in the mining industry includes large
established mining companies with substantial capabilities and with greater
financial and technical resources than we have. As a result of this competition,
we may be unable to acquire additional financing on terms we consider
acceptable. We also compete with other mining companies in the recruitment and
retention of qualified managerial and technical employees. If we are unable to
successfully compete for financing or for qualified employees, our exploration
program may be slowed down or suspended.

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulations 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.

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.

12

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

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

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

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

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

Our 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. 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.

Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.

The shares of our common stock constitute penny stocks under
the Exchange Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more difficult
for a broker/dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker/dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather
than having to comply with these rules, some broker-dealers will refuse to
attempt to sell a penny stock.

The "penny stock" rules adopted by the SEC under the Exchange
Act subjects the sale of the shares of our common stock to certain regulations
which impose sales practice requirements on broker/dealers. For example,
brokers/dealers selling such securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in such securities.

Legal remedies, which may be available to an investor in "penny
stocks", are as follows:

|(a) | if "penny stock" is sold to you in violation of your
      rights listed above, or other federal or states securities laws, you may
      be able to cancel your purchase and get your money
back.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

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|(b) | if the stocks are sold in a fraudulent manner, you may be
      able to sue the persons and firms that caused the fraud for
  damages.
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|(c) | if you have signed an arbitration agreement, however, you
      may have to pursue your claim through arbitration.                    

If the person purchasing the securities is someone other than
an accredited investor or an established customer of the broker/dealer, the
broker/dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker/dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in such
securities. Accordingly, the SEC's rules may limit the number of potential
purchasers of the shares of our common stock.

ITEM
3.                     CONTROLS
AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the quarter ended May 31, 2006 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

14

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PART II - OTHER INFORMATION

ITEM
1.                     LEGAL
PROCEEDINGS.

None.

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

None.

ITEM
3.                    
DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.                     OTHER
INFORMATION.

None.

15

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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)                                                                                                           
|        |                                                                                                                                                           
|14.1    | Code of Ethics.(2)                                                                                                                                        
|        |                                                                                                                                                           
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                           
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.

|(1) | Filed with the SEC as an exhibit to our Registration
      Statement on Form SB-2 originally filed on October 13, 2004, as
      amended.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Filed with the SEC as an exhibit to our Annual Report on
      Form 10-KSB filed on December 20, 2005.                                   

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
fiscal quarter ended May 31, 2006. We have not filed any Current Reports on Form
8-K since May 31, 2006.

16

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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.                     
|----- | ------------- |  | --- | ------------------------------------------------
|      |               |  |     |                                                 
|      |               |  |     |                                                 
|Date: | July 15, 2006 |  | By: | /s/
      Vernon Samaroo                        
|      |               |  |     | VERNON SAMAROO                                  
|      |               |  |     | Chief Executive Officer, Chief Financial Officer
|      |               |  |     | President, Secretary and Treasurer              
|      |               |  |     | (Principal Executive Officer                    
|      |               |  |     | and Principal Accounting Officer)               

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