UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

(Mark one)

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
    1934

    For the quarterly period ended June 30, 2006

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the transition period from ______________ to _____________

                        Commission File Number: 000-50942


                        Terra Firma Technologies, Inc.
                      (f/k/a Highriver Acquisition Corp.)
        (Exact name of small business issuer as specified in its charter)

       Delaware                                                38-3697402
(State of incorporation)                                (IRS Employer ID Number)

                175 West Jackson Street, Chicago, Illinois 60604
                    (Address of principal executive offices)

                                 (313) 939-8039
                          (Issuer's telephone number)

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: June 30, 2007: 11,648,000

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE>
                         Terra Firma Technologies, Inc.
                       (f/k/a HIGHRIVER ACQUISITION CORP.)

                 Form 10-QSB for the Quarter ended June 30, 2006

                                Table of Contents

                                   ----------

PART I - FINANCIAL INFORMATION

Item 1 Financial Statements                                                 3

Item 2 Management's Discussion and Analysis or Plan of Operation           11

Item 3 Controls and Procedures                                             14

PART II - OTHER INFORMATION

Item 1 Legal Proceedings                                                   14

Item 2 Recent Sales of Unregistered Securities and Use of Proceeds         14

Item 3 Defaults Upon Senior Securities                                     15

Item 4 Submission of Matters to a Vote of Security Holders                 15

Item 5 Other Information                                                   15

Item 6 Exhibits                                                            15

SIGNATURES                                                                 15

                                       2
<PAGE>
                                     PART I
ITEM 1 - FINANCIAL STATEMENTS

                           HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                                  BALANCE SHEET
                               As of June 30, 2006


                                                                         2006
                                                                       --------

                                     ASSETS
CURRENTS ASSETS
   Cash                                                                $     --
                                                                       --------

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

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Accrued Expenses                                                    $    800
                                                                       --------
      TOTAL CURRENT LIABILITIES                                             800
                                                                       --------

TOTAL LIABILITIES                                                      $    800
                                                                       --------

STOCKHOLDERS' EQUITY
   Preferred Stock( 20,000,000 shares authorized: Par value .001:
    no shares issued and outstanding)                                        --
   Common Stock (100,000,000 shares authorized;Par value .001;
    11,648,000 shares issued; 11,648,000 shares outstanding)             11,648
   Retained Deficit                                                     (12,448)
                                                                       --------
      TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                 (800)
                                                                       --------

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


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

                                       3
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                             STATEMENT OF OPERATIONS
           For the Period July 27, 2004 (inception) thru June 30, 2006

<TABLE>
<CAPTION>
                                                                                                                   Cumulative
                                                                                                                   Amount from
                                                       For the Three Months           For the Six Months          July 27, 2004
                                                          Ended June 30,                Ended June 30,           (inception) to
                                                  ---------------------------     ---------------------------        June 30,
                                                      2005            2006            2006            2005             2006
                                                  -----------     -----------     -----------     -----------      -----------
<S>                                               <C>             <C>             <C>             <C>              <C>
REVENUES
   Sales                                          $        --     $        --     $        --     $        --      $        --

OPERATING EXPENSES
   Administrative and General                              --              --              --          11,500           11,500
                                                  -----------     -----------     -----------     -----------      -----------
      TOTAL OPERATING EXPENSES                             --              --              --          11,500           11,500

NET OPERATING INCOME (LOSS) BEFORE INCOME TAXES            --              --              --         (11,500)         (11,500)

PROVISION FOR INCOME TAXES                                 --              --              --              --               --
                                                  -----------     -----------     -----------     -----------      -----------

NET INCOME (LOSS)                                 $        --     $        --     $        --     $   (11,500)     $   (11,500)
                                                  ===========     ===========     ===========     ===========      ===========

BASIC INCOME (LOSS) PER SHARE                              --              --              --          (0.001)          (0.001)

WEIGHTED AVERAGE SHARES OUTSTANDING                11,648,000      11,648,000      11,648,000      11,648,000       11,648,000
</TABLE>


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

                                       4
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
           For the Period July 27, 2004 (inception) thru June 30, 2006

<TABLE>
<CAPTION>
                                               Common Stock           Additional     Retained          Total
Par Value of $0.001                   --------------------------       Paid-in       Earnings      Stockholders'
                                         Shares         Amount         Capital       (Deficit)        Equity
                                         ------         ------         -------       ---------        ------
<S>                                   <C>          <C>             <C>           <C>              <C>
Shares issued to founder for
 organization cost on July 27, 2004      148,000      $      148      $     --      $       --       $     148

Net Income (Loss) for the Year                --              --            --            (948)           (948)
                                      ----------      ----------      --------      ----------       ---------

Balances, December 31, 2004              148,000      $      148      $     --      $     (948)      $    (800)
                                      ==========      ==========      ========      ==========       =========

Issuance of stock for services        11,500,000          11,500            --              --          11,500

Net Income (Loss) for the Year                --              --            --         (11,500)        (11,500)
                                      ----------      ----------      --------      ----------       ---------

Balances, December 31, 2005           11,648,000      $   11,648      $     --      $  (12,448)      $    (800)
                                      ==========      ==========      ========      ==========       =========

Net Income (Loss) for Three
 Months Ended June 30, 2006                   --              --            --              --              --
                                      ----------      ----------      --------      ----------       ---------

Balances, June 30, 2006               11,648,000      $   11,648      $     --      $  (12,448)      $    (800)
                                      ==========      ==========      ========      ==========       =========
</TABLE>


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

                                       5
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                         (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
           For the Period July 27, 2004 (inception) thru June 30, 2006

<TABLE>
<CAPTION>
                                                                                                                  Cumulative
                                                                                                                 Amount from
                                                            For the Three Months      For the Six Months        July 27, 2004
                                                               Ended June 30,            Ended June 30,         (inception) to
                                                         -----------------------     ----------------------        June 30,
                                                           2005          2006          2006          2005            2006
                                                         --------      --------      --------      --------        --------
<S>                                                    <C>            <C>            <C>          <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                                     $     --      $     --      $     --      $(11,500)       $(11,500)
   Issuance of stock for services rendered                     --            --            --        11,500          11,500
                                                         --------      --------      --------      --------        --------

NET CASH USED IN OPERATING ACTIVITIES                          --            --            --            --              --
                                                         --------      --------      --------      --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES                           --            --            --            --              --
                                                         --------      --------      --------      --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES                           --            --            --            --              --
                                                         --------      --------      --------      --------        --------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           --            --            --            --              --
                                                         --------      --------      --------      --------        --------

CASH AND CASH EQUIVALENTS
   Beginning of Year                                           --            --            --            --              --
                                                         --------      --------      --------      --------        --------

   End of Year                                           $     --      $     --      $     --      $     --        $     --
                                                         ========      ========      ========      ========        ========
</TABLE>


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

                                       6
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FROM INCEPTION (JULY 27, 2004) THROUGH JUNE 30, 2006


NOTE 1 ORGANIZATION

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

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

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

A.  Accounting Method

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

B.  Income Taxes

     The  Company  accounts  for income  taxes  under the  Financial  Accounting
Standards  Board  (FASB)  Statement  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.  There were no current or deferred  income tax expense or benefits  due to
the Company not having any material operations for the period ended December 31,
2005.

C.  Cash Equivalents

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

                                       7
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FROM INCEPTION (JULY 27, 2004) THROUGH JUNE 30, 2006


D.  Estimates

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

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

E.  Basic Loss Per Common Share

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

F.  Impact of New Accounting Standards

     On December 17, 2003, the SEC issued Staff Accounting  Bulletin ("SAB") No.
104, "Revenue  Recognition," which supercedes SAB No. 101, "Revenue  Recognition
in Financial Statements." SAB No. 104's primary purpose is to rescind accounting
guidance   contained  in  SAB  No.  101  related  to  multiple  element  revenue
arrangements,  superceded as a result of the issuance of EITF 00-21, "Accounting
for Revenue Arrangements with Multiple Deliverables." Additionally,  SAB No. 104
rescinds  the "Revenue  Recognition  in Financial  Statements  Frequently  Asked
Questions  and Answers"  issued with SAB No. 101 that had been codified in Staff
Accounting Bulletin Topic 13, "Revenue Recognition." The adoption of SAB No. 104
did not have any  impact on our  financial  position,  cash  flows or results of
operations.

     In December 2004, the FASB issued SFAS No. 123 (Revised 2004), "Share-based
Payment" that will require the company to expense  costs related to  share-based
payment  transactions with employees.  With limited exceptions,  SFAS No. 123(R)
requires  that the fair value of  share-based  payments to employees be expensed
over the period service is received. SFAS No. 123(R) becomes mandatory effective
for the  company on July 1, 2005.  The company  intends to adopt this  standard.
SFAS No. 123(R)  allows the use of both closed form models (e.g.,  Black-Scholes
Model) and open form models (e.g.,  lattice models) to measure the fair value of
the share-based payment as long as that model is capable of incorporating all of

                                       8
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FROM INCEPTION (JULY 27, 2004) THROUGH JUNE 30, 2006


the substantive characteristics unique to share-based awards. In accordance with
the transition  provisions of SFAS No. 123(R),  the expense  attributable  to an
award will be measured in  accordance  with the Company's  measurement  model at
that award's date of grant.

     In December 2004,  the FASB issued SFAS No. 153,  "Exchanges of Nonmonetary
Assets,  an amendment of APB Opinion No. 29"  effective  for  nonmonetary  asset
exchanges  occurring in the fiscal year beginning  January 1, 2006. SFAS No. 153
requires  that  exchanges of  productive  assets be accounted  for at fair value
unless fair value  cannot be  reasonably  determined  or the  transaction  lacks
commercial substance.  SFAS No. 153 is not expected to have a material effect on
the Company's Consolidated Financial Statements.

     In March,  2005,  the FASB  issued  FASB  Interpretation  ("FIN")  No.  47,
"Accounting for Conditional  Asset Retirement  Obligations-an  Interpretation of
FASB  Statement  No. 143" ("FIN No.  47").  FIN No. 47  clarifies  the timing of
liability recognition for legal obligations  associated with the retirement of a
tangible  long-lived  asset  when the timing  and/or  method of  settlement  are
conditional  on a future  event.  FIN No. 47 is  effective  for us no later than
December 31, 2005.  We do not expect that the adoption of FIN No. 47 will have a
material impact on our financial condition or results of operations.

     In May, 2005, the FASB issued SFAS No. 154,  "Accounting  Changes and Error
Corrections,  a replacement  of APB No. 20 and FASB  Statement No. 3" ("SFAS No.
154").  SFAS No.  154  requires  retrospective  application  to  prior  periods'
financial  statements of a voluntary change in accounting principle unless it is
impracticable.  APB Opinion No. 20 "Accounting Changes" previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting principle.  This statement is effective for our Company as of January
1, 2006.

NOTE 3 GOING CONCERN

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

                                       9
<PAGE>
                           HIGHRIVER ACQUISITION CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
              FROM INCEPTION (JULY 27, 2004) THROUGH JUNE 30, 2006


NOTE 4 SHAREHOLDER'S EQUITY

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

     On February 23, 2005, the Board of Directors  issued  11,500,000  shares of
common stock for $11,500 in services  rendered to an officer and director of the
Company.

Common Stock

     The holders of the Company's common stock:

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

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

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

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

Preferred Stock

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

NOTE 5 SUBSEQUENT EVENTS

     On December 14, 2006 The Company merged with Terra Firma Technologies, Inc.
The shareholders of Terra Firma Technologies,  Inc. exchanged shares on a 1 to 1
basis. Since Highriver  Acquisition Corp. was considered a shell company with no
operations or assets,  the transaction  was accounted as a reverse  merger.  The
financial  statements presented are the historical financial statements of Terra
Firma Technologies, Inc. with the equity restated to reflect the recapitization.
A total of 11,415,838  shares of Terra Firma  Technologies,  Inc. were exchanged
for 11,415,838 shares of Highriver Acquisition Corp.

                                       10
<PAGE>
                                     PART I

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

               (1) CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

                            (2) RESULTS OF OPERATIONS

The Company  had no  significant  revenue for either of the three month  periods
ended June 30, 2006 and 2005, respectively.

General and  administrative  expenses for the three month periods ended June 30,
2006  and  2005  were  $-0-  and  $11,500  respectively.  The  Company  had been
delinquent in providing periodic filings pursuant to the Securities Exchange Act
of 1934. It is anticipated that future  expenditure  levels will increase as the
Company  intends  to fully  comply  with its  periodic  reporting  requirements.
Earnings per share for the  respective six month periods ended June 30, 2006 and
2005 was ($.001) based on the weighted-average  shares issued and outstanding at
the end of each respective period.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such  time that the  Company  begins  meaningful  operations  or  enters  into a
business combination.

At June 30, 2006 and 2005, respectively, the Company had working capital of $-0-
and ($12,448) respectively.

                                       11
<PAGE>
It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional future funding. Should existing management fail to provide financing,
the Company has not identified any alternative sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company
suitable for acquisition in the future.  Further, there can be no assurance that
the Company will be  successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

                                PLAN OF BUSINESS

                                     GENERAL

The  Company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the Company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the Company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending  negotiation and consummation of a combination,  the Company anticipates
that it will have, aside from carrying on its search for a combination  partner,
no business  activities,  and, thus, will have no source of revenue.  Should the
Company incur any significant  liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the Company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  Company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the Company's common stock will
become  worthless  and  holders of the  Company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

                        COMBINATION SUITABILITY STANDARDS

In its pursuit for a combination  partner,  the Company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The Company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the Company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial

                                       12
<PAGE>
statements, or is in a position to provide such financial statements in a timely
manner.  The Company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The Company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  Company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the Company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the Company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the Company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:

     (1) will not have been  convicted  of  securities  fraud,  mail fraud,  tax
fraud,   embezzlement,   bribery,   or  a  similar  criminal  offense  involving
misappropriation or theft of funds, or be the subject of a pending investigation
or indictment involving any of those offenses;

     (2) will not have been subject to a temporary or  permanent  injunction  or
restraining order arising from unlawful  transactions in securities,  whether as
issuer,  underwriter,  broker, dealer, or investment advisor, may be the subject
of any pending investigation or a defendant in a pending lawsuit arising from or
based upon allegations of unlawful transactions in securities; or

     (3) will not have been a defendant in a civil  action  which  resulted in a
final  judgments  against it or him awarding  damages or  rescission  based upon
unlawful practices or sales of securities.

The Company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the Company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination proceedings.

                         LIQUIDITY AND CAPITAL RESOURCES

It is the  belief of  management  and  significant  stockholders  that they will
provide  sufficient  working  capital  necessary  to support  and  preserve  the
integrity of the corporate  entity will be present.  However,  there is no legal
obligation  for  either  management  or  significant   stockholders  to  provide
additional future funding.  Should current management fail to provide financing,
the Company has not identified any alternative sources.  Consequently,  there is
substantial doubt about the Company's ability to continue as a going concern.

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<PAGE>
The Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional  securities  prior to the location
of a merger or  acquisition  candidate.  Accordingly,  there can be no assurance
that sufficient  funds will be available to the Company to allow it to cover the
expenses related to such activities.  The Company does not currently contemplate
making a Regulation S offering.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

ITEM 3 - CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of  the  Company's   management,   including  the  Company's
President,  Chief  Executive  and  Chief  Financial  Officer.  Based  upon  that
evaluation, the Company's President, Chief Executive and Chief Financial Officer
concluded that the Company's  disclosure  controls and procedures are effective.
There have been no significant  changes in the Company's internal controls or in
other factors,  which could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

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

                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - RECENT SALES OF UNREGISTERED SECURITIES AND USE OF PROCEEDS

None

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<PAGE>
ITEM 3 - DEFAULTS ON SENIOR SECURITIES

None

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

The  Company  has held no  regularly  scheduled,  called or special  meetings of
shareholders during the reporting period.

ITEM 5 - OTHER INFORMATION

None

ITEM 6 - EXHIBITS

31.1  Certification  pursuant to Section 302 of Sarbanes-Oxley  Act of 2002
31.2  Certification  pursuant  to  Section  302 of  Sarbanes-Oxley  Act of  2002
32.1  Certification  pursuant  to  Section  906 of  Sarbanes-Oxley  Act of  2002
32.2  Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002

                                   SIGNATURES

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

                                     HIGHRIVER ACQUISITION CORP.


Dated: July 30, 2007                 /s/ Brian Kawamura
      --------------                 ------------------------------------
                                     Brian Kawamura
                                     President and Director



Dated: July 30, 2007                 /s/ Thomas W. Schlosser
      --------------                 ------------------------------------
                                     Thomas W. Schlosser
                                     Chief Financial Officer

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