---

**UNITED STATESSECURITIES AND EXCHANGE
COMMISSION** Washington, 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 November 30,
2005

** ̈******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
January 10, 2006, the Issuer had 10,335,000 Shares of Common
Stock 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 three months ended November 30, 2005
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)

CONSOLIDATED BALANCE SHEETS(Expressed in United States Dollars)

|                                                        |   | November         |   |   | August 31, |  
|------------------------------------------------------- | - | ---------------- | - | - | ---------- | -
|                                                        |   | 30,
        2005 |   |   | 2005       |  
|                                                        |   | (Unaudited)      |   |   | (Audited)  |  
|                                                        |   |                  |   |   |            |  
|ASSETS                                                  |   |                  |   |   |            |  
|                                                        |   |                  |   |   |            |  
|CURRENT                                                 |   |                  |   |   |            |  
|Cash                                                    | $ | 10,357           |   | $ | 36,938     |  
|                                                        |   |                  |   |   |            |  
|                                                        | $ | 10,357           |   | $ | 36,938     |  
|                                                        |   |                  |   |   |            |  
|LIABILITIES                                             |   |                  |   |   |            |  
|                                                        |   |                  |   |   |            |  
|CURRENT                                                 |   |                  |   |   |            |  
|Accounts payable and accrued liabilities                | $ | 600              |   | $ | 26,120     |  
|                                                        |   |                  |   |   |            |  
|                                                        |   |                  |   |   |            |  
|STOCKHOLDERS EQUITY                                    |   |                  |   |   |            |  
|                                                        |   |                  |   |   |            |  
|CAPITAL STOCK                                           |   |                  |   |   |            |  
|Shares authorized:                                      |   |                  |   |   |            |  
|100,000,000
      common voting stock, $0.001 par value |   |                  |   |   |            |  
|100,000,000
      preferred stock, $0.001 par value     |   |                  |   |   |            |  
|Shares issued and outstanding:                          |   |                  |   |   |            |  
|10,335,000
      common stock                           |   | 10,335           |   |   | 10,335     |  
|                                                        |   |                  |   |   |            |  
|ADDITIONAL PAID-IN CAPITAL                              |   | 82,378           |   |   | 82,378     |  
|                                                        |   |                  |   |   |            |  
|ACCUMULATED DEFICIT INCURRED DURING THE                 |   |                  |   |   |            |  
|EXPLORATION
      STAGE                                 |   | (82,956          | ) |   | (81,895    | )
|                                                        |   |                  |   |   |            |  
|                                                        |   | 9,757            |   |   | 10,818     |  
|                                                        |   |                  |   |   |            |  
|                                                        | $ | 10,357           |   | $ | 36,938     |  

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

Page F-1

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SOUTHRIDGE ENTERPRISES INC.(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS(Expressed in United States Dollars) Unaudited

|                                    |   |                |   |   | For the        |   |   | For the        |  
|----------------------------------- | - | -------------- | - | - | -------------- | - | - | -------------- | -
|                                    |   | For the        |   |   | three          |   |   | period from    |  
|                                    |   | three month    |   |   | month          |   |   | inception on   |  
|                                    |   | period         |   |   | period         |   |   | May 4, 2004    |  
|                                    |   | ended          |   |   | ended          |   |   | to             |  
|                                    |   | November       |   |   | November       |   |   | November       |  
|                                    |   | 30,
      2005 |   |   | 30,
      2004 |   |   | 30,
      2005 |  
|                                    |   |                |   |   |                |   |   |                |  
|OPERATING EXPENSES                  |   |                |   |   |                |   |   |                |  
|General and administrative expenses | $ | 1,061          |   | $ | 30,044         |   | $ | 75,156         |  
|                                    |   |                |   |   |                |   |   |                |  
|Mineral
      property expenses     |   | -              |   |   | -              |   |   | 7,800          |  
|                                    |   |                |   |   |                |   |   |                |  
|                                    |   |                |   |   |                |   |   |                |  
|NET (LOSS)                          | $ | 1,061          |   | $ | (30,044        | ) | $ | (82,956        | )
|                                    |   |                |   |   |                |   |   |                |  
|NET (LOSS) PER SHARE  BASIC        | $ | (0.00          | ) | $ | (0.00          | ) |   |                |  
|                                    |   |                |   |   |                |   |   |                |  
|                                    |   |                |   |   |                |   |   |                |  
|WEIGHTED AVERAGE COMMON             |   |                |   |   |                |   |   |                |  
|SHARES
      OUTSTANDING  BASIC    |   | 10,335,000     |   |   | 10,335,000     |   |   |                |  

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

Page F-2

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SOUTHRIDGE ENTERPRISES INC.(An Exploration Stage Company)

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

For the period from inception on May 4, 2004 to November 30,
  2005

AccumulatedDeficitIncurredAdditional
      
      
      During theCommon Stock
      
      
      Paid-in
      
      
      ExplorationShares
      
      
      Amount
      
      
      Capital
      
      
      Stage
      
      
      TotalBalance, May 4, 2004
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Common stock issued forcash at $0.001per share
      
      6,000,000
      
      
      6,000
      
      
      -
      
      
      -
      
      
      6,000cash at $0.02 per share
      
      4,335,000
      
      
      4,335
      
      
      82,378
      
      
      -
      
      
      86,713Net (loss) for the Period
      
      -
      
      
      -
      
      
      -
      
      
      (36,870
      )
      
      (36,870
      )Balance, August 31, 2004
      
      10,335,000
      
      $
      10,335
      
      $
      82,378
      
      $
      (36,870
      )
      $
      55,843Net (loss) for the year
      
      -
      
      
      -
      
      
      -
      
      $
      (45,025
      )
      $
      (45,025
      )Balance, August 31, 2005
      
      10,335,000
      
      $
      10,335
      
      $
      82,378
      
      $
      (81,895
      )
      $
      10,818Net (loss) for the period
      
      -
      
      
      -
      
      
      -
      
      
      (1,061
      )
      
      (1,061
      )Balance, November 30, 2005
      
      10,335,000
      
      $
      10,335
      
      $
      82,378
      
      $
      (82,956
      )
      $
      9,757


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

Page F-3

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SOUTHRIDGE ENTERPRISES INC.(An Exploration Stage Company)

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

For theFor the
      
      
      
      
      
      periodthree
      
      
      
      
      
      frommonth
      
      
      For the three
      
      
      inceptionperiod
      
      
      month period
      
      
      on May 4,ended
      
      
      ended
      
      
      2004 toNovember
      
      
      November 30,
      
      
      November30,
        2005
      
      
      2004
      
      
      30,
        2005OPERATING ACTIVITIESNet (loss)
      $
      (1,061
      )
      $
      (30,044
      )
      $
      (82,956
      )Adjustment to reconcile net (loss) tonet cash used for operating activities:Increase (decrease) in accounts payable
        andaccrued liabilities
      
      (25,520
      )
      
      27,700
      
      
      600Net Cash (Used For) OperatingActivities
      
      (26,581
      )
      
      (2,344
      )
      
      (82,356
      )FINANCING ACTIVITIESIssuance of common stock for cash
      
      -
      
      
      -
      
      
      92,713Net Cash Provided By FinancingActivities
      
      -
      
      
      -
      
      
      92,713NET (DECREASE) INCREASE IN CASH
      
      (26,581
      )
      
      (2,344
      )
      
      10,357CASH, BEGINNING OF PERIOD
      
      36,938
      
      
      59,643
      
      
      -CASH, END OF PERIOD
      $
      10,357
      
      $
      57,299
      
      $
      10,357Represented by:Cash in bank
      $
      10,157
      
      $
      57,099
      
      $
      10,157Cash in lawyers trust
        account
      
      200
      
      
      200
      
      
      200$
      10,357
      
      $
      57,299
      
      $
      10,357


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

Page F-4

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SOUTHRIDGE ENTERPRISES INC.(An Exploration Stage Company)

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

NOTE 1  NATURE AND CONTINUANCE OF OPERATIONS

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

These financial statements are presented on the basis that the
  Company is a going concern, which contemplates the realization of assets and
  satisfaction of liabilities in the normal course of business over a reasonable
  length of time. As of November 30, 2005, the Company had $10,357 in cash, working
  capital of $9,757 a stockholders equity of $9,757 and accumulated net
  losses of $82,956 since inception. The financial statements do not include any
  adjustments relating to the recoverability and classification of recorded asset
  amounts or the amounts and classification of liabilities that might be necessary
  should the Company be unable to continue as a going concern. Its continuation
  as a going concern is dependent upon its ability to generate sufficient cash
  flow to meet its obligations on a timely basis, to obtain additional financing
  or refinancing as may be required, to develop commercially viable mining reserves,
  and ultimately to establish profitable operations.

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

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

The Company is not currently earning any revenues.

NOTE 2  BASIS OF PRESENTATION

The accompanying balance 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 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.

Page F-5

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SOUTHRIDGE ENTERPRISES INC.(An Exploration Stage Company) Unaudited

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

NOTE 3  MINERAL LEASES AND CLAIMS

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

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

NOTE 4  INCOME TAXES

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

|                                            |   | November    |   |   | November    |  
|------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                            |   | 30, 2005    |   |   | 30, 2004    |  
|                                            |   | (Unaudited) |   |   | (Unaudited) |  
|                                            |   |             |   |   |             |  
|Loss before income tax provision            | $ | 1,061       |   | $ | 30,044      |  
|                                            |   |             |   |   |             |  
|Expected (benefit) at statutory rates (34%) |   | (361        | ) |   | (10,215     | )
|                                            |   |             |   |   |             |  
|Unrecognized benefit of non- capital losses |   | 361         |   |   | 10,215      |  
|                                            |   |             |   |   |             |  
|Total current income taxes                  | $ | -           |   | $ | -           |  

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

|                                              |   | November    |   |   | August 31, |  
|--------------------------------------------- | - | ----------- | - | - | ---------- | -
|                                              |   | 30, 2005    |   |   | 2005       |  
|                                              |   | (Unaudited) |   |   | (Audited)  |  
|                                              |   |             |   |   |            |  
|Future income tax assets:                     |   |             |   |   |            |  
|                                              |   |             |   |   |            |  
|Operating losses available for future periods | $ | 82,956      |   | $ | 81,895     |  
|                                              |   |             |   |   |            |  
|Deferred tax Asset (34%)                      |   | 28,205      |   |   | 27,845     |  
|                                              |   |             |   |   |            |  
|Valuation allowance                           |   | (28,205     | ) |   | (27,845    | )
|                                              |   |             |   |   |            |  
|Net future income tax asset                   | $ | -           |   | $ | -          |  

The Company has incurred operating losses of approximately $82,956
  which, if unutilized, will expire through to 2025. Future tax benefits, which
  may arise as a result of these losses, have not been recognized in these financial
  statements, and have been offset by a valuation allowance.

Page F-6

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SOUTHRIDGE ENTERPRISES INC.(An Exploration Stage Company)

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

NOTE 5  CAPITAL STOCK

Authorized

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

NOTE 6  SEGMENTED INFORMATION

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

Page F-7

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

Cautionary Statement Regarding Forward-Looking
Statements

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

Overview

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

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

Acquisition of the Hilltop Claims

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

Current State of Exploration

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

3

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The results of the geological report on the Hilltop Claims
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 mineral claims.

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. Blast trenching exposed copper mineralization
consisting of malachite and chalcopyrite and pyrite.

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 1 and 2 claims. The second phase consisting of
compilation and correlation of all data and reconnaissance soil geochemical
sampling and geological mapping was completed in November, 2005. We are
presently awaiting a final report on the results of phase II including final
assay results.

PLAN OF OPERATION

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

We are presently awaiting a final report on the results of
phase II including final assay results. We 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. However, we will require additional
financing in order to proceed with any additional work beyond Phase III of our
exploration program. We presently do not have any arrangements for additional
financing for exploration work beyond Phase III of our exploration program, and
no potential lines of credit or sources of financing are currently available for
the purpose of proceeding with exploration work beyond Phase III of our
exploration program.

4

---

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

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

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

Category
      Planned Expenditures Over
        The Next 12 Months (US$)Legal and Accounting Fees
    $10,000Office 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 January 10, 2006
is $10,357. 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.

5

---

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          |                            |                          | Percentage
|------------------------- | -------------------------- | ------------------------ | ----------
|                          |                            |                          | Increase /
|                          | At
      November 30, 2005 | At
      August 31, 2005 | (Decrease)
|Current Assets            | $10,357                    | $36,938                  | (72.0)%   
|Current Liabilities       | $600                       | $26,120                  | (97.7)%   
|Working Capital (Deficit) | $9,757                     | $10,818                  | (9.8)%    

Cash Flows

|                                                     | Three Months Ended | Three Months Ended
|---------------------------------------------------- | ------------------ | ------------------
|                                                     | November 30, 2005  | November 30, 2004 
|Cash Flows from (used in)
      Operating Activities | $(26,581)          | $(2,344)          
|Cash Flows from (used in) Investing
      Activities | --                 | --                
|Cash Flows from (used in)
      Financing Activities | --                 | --                
|Net Increase (decrease) in Cash During Period        | $(26,581)          | $(2,344)          

The decline in our working capital surplus at November 30, 2005
from the period ended August 31, 2005 is reflective of the current state of our
business development. We reduced our operating expenses from $30,044 for the
three months ended November 30, 2004 to $1,061 during the comparative period of
2005, primarily due to the decrease in our professional fees paid in connection
with preparing and filing our Registration Statement on Form SB-2 and the
decrease in operating expenses associated with our continuing reporting
obligations under the Securities and Exchange Act of 1934.

As of January 10, 2006 we had cash on hand of $10,351. Since
our inception, we have used our common stock to raise money for our operations
and for our property acquisitions. We have not attained profitable operations
and are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the 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 $82,956 for the period from May
4, 2004 (inception) to November 30, 2005, and have no revenues to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claims. We anticipate
continuing to rely on equity sales of our common stock in order to continue to
fund our business operations. Issuances of additional shares will result in
dilution to our existing stockholders. There is no assurance that we will
achieve any of additional sales of our equity securities or arrange for debt or
other financing for to fund our planned business activities.

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

6

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OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

The financial statements presented with this Quarterly Report
on Form 10-QSB have been prepared in accordance with generally accepted
accounting principles in the United States of America for interim financial
information. These financial statements do not include all information and
footnote disclosures required for an annual set of financial statements prepared
under United States generally accepted accounting principles. In the opinion of
our management, all adjustments (consisting solely of normal recurring accruals)
considered necessary for a fair presentation of the financial position, results
of operations and cash flows as at November 30, 2005 and for all periods
presented in the attached financial statements, have been included. Interim
results for the three month and three-month period ended November 30, 2005 are
not necessarily indicative of the results that may be expected for the fiscal
year as a whole.

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our consolidated financial statements for the year
ended August 31, 2005 included in our annual report on Form 10-KSB for the year
ended August 31, 2005.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting and according to the provisions of Statement of Financial
Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development
Stage Enterprises, as we devote substantially all of our efforts to acquiring
and exploring mineral properties in British Columbia, Canada. Until such
properties are acquired and developed, we will continue to prepare our financial
statements and related disclosures in accordance with entities in the
exploration stage.

Cost of Maintaining Mineral Properties

We do not accrue the estimated future costs of maintaining our
mineral properties in good standing.

Mineral Property Acquisition Payments and Exploration
Costs

We record our interest in mineral properties at cost. We
expense all costs incurred on mineral properties to which we have secured
exploration rights, other than acquisition costs, prior to the establishment of
proven and probable reserves. If and when proven and probably reserves are
determined for a property and a feasibility study prepared with respect to the
property, then subsequent exploration and development costs of the property will
be capitalized.

We regularly perform evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable.

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Exploration Expenditures

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

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

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

Our exploration activities and proposed mine development are
  subject to various laws and regulations governing the protection of the environment.
  These laws are continually changing, generally becoming more restrictive. We
  have made, and expect to make in the future, expenditures to comply with such
  laws and regulations.

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

Use of 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 amounts
reported in the financial statements and accompanying notes for the reporting
period. Significant areas requiring the use of management estimates relate to
the valuation of its mineral leases and claims and our ability to obtain final
government permission to complete the project.

8

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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 $82,956 for the period from May
4, 2004 (inception) to November 30, 2005, and have no revenues to date. Our
future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claims. These factors
raise substantial doubt that we will be able to continue as a going concern.

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

Our current operating funds are sufficient to complete the
proposed exploration program; however, they will be insufficient to complete the
full exploration of the mineral claims and begin mining efforts should the
mineral claims prove commercially viable. Therefore, we will need to obtain
additional financing in order to complete our full business plan. As of January
10, 2006, we had cash in the amount of $10,351. We currently do not have any
operations and we have no income. 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.

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

9

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Because our president, 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 Companys business assets are located in Canada and our
directors and officers are residents of Canada. Consequently, it may be
difficult for United States investors to effect service of process within the
United States upon our assets or our directors or officers, or to realize in the
United States upon judgments of United States courts predicated upon civil
liabilities under U.S.

11

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Federal Securities Laws. A judgment of a U.S. court predicated
solely upon such civil liabilities may not be enforceable in Canada by a
Canadian court if the U.S. court in which the judgment was obtained had
jurisdiction, as determined by the Canadian court, in the matter. There is
substantial doubt whether an original action could be brought successfully in
Canada against any of our assets or our directors and officers predicated solely
upon such civil liabilities.

ITEM
3.               
CONTROLS AND PROCEDURES.

|(A) | Evaluation Of Disclosure Controls And Procedures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | As of the end of the period covered by this report, we
      carried out an evaluation, under the supervision and with the
      participation of our principal executive officer and principal financial
      officer, of the effectiveness of the design and operation of our
      disclosure controls and procedures. Our disclosure controls and procedures
      are designed to provide a reasonable level of assurance that our
      disclosure control objectives are achieved. Our principal executive
      officer and principal financial officer have concluded that our disclosure
      controls and procedures are, in fact, effective at providing this
      reasonable level of assurance as of the period covered.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(B) | Changes In Internal Controls Over Financial
      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | In connection with the evaluation of our internal
      controls during our last fiscal quarter, our principal executive officer
      and principal financial officer has determined that there are no changes
      to our internal controls over financial reporting that has materially
      affected, or is reasonably likely to materially affect, our internal
      controls over financial reporting.                                                                                                                                                                                                                                                                                                                          

12

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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.

13

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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)                                                                                                                                        
|        |                                                                                                                                                           
|21.1    | List of Subsidiaries.(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 November 30, 2005. We have not filed any Current Reports on
Form 8-K since November 30, 2005.

14

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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: | January 11, 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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