---

UNITED STATES**SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 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 August 31 2007

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

For the transition period from __________ to __________

Commission file number 333-119715

CAROLYN RIVER PROJECTS LTD.(Exact name of small business issuer as specified in its
charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

2640 Tempe Knoll Drive, North Vancouver, British Columbia,
Canada V6C 1V5(Address of principal executive offices)

604.908.0233(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 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
[   ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the issuer has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court. Yes [ 
 ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:**54,990,000 common shares issued and outstanding as of October 9, 2007**

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

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2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is
the opinion of management that the interim financial statements for the quarter
ended August 31, 2007 include all adjustments necessary in order to ensure that
the interim financial statements are not misleading.

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CAROLYN RIVER PROJECTS LTD.

(A Development Stage Company)

FINANCIAL STATEMENTS

August 31, 2007





|BALANCE
      SHEETS                           
|-----------------------------------------------
|                                               
|STATEMENTS
      OF OPERATIONS                 
|                                               
|STATEMENTS
      OF CASH FLOWS                 
|                                               
|NOTES
      TO THE INTERIM FINANCIAL STATEMENTS

---

CAROLYN RIVER PROJECTS LTD.(A Development Stage
Company) BALANCE SHEETS

|                                                       |   | August 31,  |   |   | May 31,   |  
|------------------------------------------------------ | - | ----------- | - | - | --------- | -
|                                                       |   | 2007        |   |   | 2007      |  
|                                                       |   | (Unaudited) |   |   | (Audited) |  
|**ASSETS**                                             |  
|                                                       |   |             |   |   |           |  
|Current Assets                                         |   |             |   |   |           |  
|Cash                                                   | $ | 3,830       |   | $ | 4,169     |  
|                                                       |   |             |   |   |           |  
|Total assets                                           | $ | 3,830       |   | $ | 4,169     |  
|                                                       |   |             |   |   |           |  
|                                                       |   |             |   |   |           |  
|LIABILITIES AND
      STOCKHOLDERS DEFICIT            |  
|                                                       |   |             |   |   |           |  
|Current Liabilities                                    |   |             |   |   |           |  
|Accounts payable and accrued
      liabilities         | $ | 16,188      |   | $ | 12,988    |  
|Due to related
      party                             |   | 31,550      |   |   | 31,550    |  
|                                                       |   |             |   |   |           |  
|                                                       |   | 47,738      |   |   | 44,538    |  
|                                                       |   |             |   |   |           |  
|                                                       |   |             |   |   |           |  
|Common stock (Note 2)                                  |   |             |   |   |           |  
|585,000,000
      shares authorized, $0.001 par value, |   |             |   |   |           |  
|54,990,000 shares issued and
      outstanding         |   | 7,050       |   |   | 7,050     |  
|(May 31, 2007  54,990,000)                            |   |             |   |   |           |  
|Additional paid-in capital                             |   | 22,950      |   |   | 22,950    |  
|Deficit accumulated during
      the exploration stage |   | (73,908     | ) |   | ( 70,369  | )
|                                                       |   |             |   |   |           |  
|                                                       |   | (43,908     | ) |   | ( 40,369  | )
|                                                       |   |             |   |   |           |  
|Total liabilities and
      stockholders deficit      | $ | 3,830       |   | $ | 4,169     |  

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

---

CAROLYN RIVER PROJECTS LTD.(A Development Stage
Company) STATEMENTS OF OPERATIONS (Unaudited)

|                                  |   |                               |   |   |            |   |   | February 2, 2004 |  
|--------------------------------- | - | ----------------------------- | - | - | ---------- | - | - | ---------------- | -
|                                  |   |                               |   |   |            |   |   | (Inception) to   |  
|                                  |   | Three months ended August 31, |   |   | August 31, |  
|                                  |   | 2007                          |   |   | 2006       |   |   | 2007             |  
|                                  |   |                               |   |   |            |   |   |                  |  
|EXPENSES                          |   |                               |   |   |            |   |   |                  |  
|Accounting and audit              | $ | 2,518                         |   | $ | 4,005      |   | $ | 43,632           |  
|Bank charges and interest         |   | 21                            |   |   | 23         |   |   | 473              |  
|Filing                            |   | 1,000                         |   |   | 492        |   |   | 6,196            |  
|Interest expense                  |   | -                             |   |   | -          |   |   | 1,222            |  
|Legal                             |   | -                             |   |   | -          |   |   | 8,650            |  
|Mineral property costs            |   | -                             |   |   | -          |   |   | 12,500           |  
|Office and general                |   | -                             |   |   | -          |   |   | 160              |  
|Transfer agent fees               |   | -                             |   |   | -          |   |   | 1,075            |  
|                                  |   |                               |   |   |            |   |   |                  |  
|NET LOSS                          | $ | (3,539                        | ) | $ | (4,520     | ) | $ | (73,908          | )
|                                  |   |                               |   |   |            |   |   |                  |  
|BASIC AND DILUTED LOSS PER SHARE  | $ | (0.00                         | ) | $ | (0.00      | ) |   |                  |  
|                                  |   |                               |   |   |            |   |   |                  |  
|WEIGHTED AVERAGE NUMBER OF SHARES |   |                               |   |   |            |   |   |                  |  
|OUTSTANDING                       |   | 54,990,000                    |   |   | 54,990,000 |   |   |                  |  

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

---

CAROLYN RIVER PROJECTS LTD.(A Development Stage
Company) STATEMENTS OF CASH FLOWS (Unaudited)

|                                                      |   |                               |   |   |            |   |   | February 2, 2004 |  
|----------------------------------------------------- | - | ----------------------------- | - | - | ---------- | - | - | ---------------- | -
|                                                      |   |                               |   |   |            |   |   | (Inception) to   |  
|                                                      |   | Three months ended August 31, |   |   | August 31, |  
|                                                      |   | 2007                          |   |   | 2006       |   |   | 2007             |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|OPERATING ACTIVITIES                                  |   |                               |   |   |            |   |   |                  |  
|Net loss                                              | $ | (3,539                        | ) | $ | (4,520     | ) | $ | (73,908          | )
|Changes in non cash working capital
      items       |   |                               |   |   |            |   |   |                  |  
|Prepaid expenses                                      |   | -                             |   |   | 795        |   |   | -                |  
|Accounts
      payable and accrued liabilities        |   | 3,200                         |   |   | (481       | ) |   | 16,188           |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|Net cash used in operations                           |   | (339                          | ) |   | (4,206     | ) |   | (57,720          | )
|                                                      |   |                               |   |   |            |   |   |                  |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|FINANCING ACTIVITIES                                  |   |                               |   |   |            |   |   |                  |  
|Proceeds from sale and issuance
      of common stock |   | -                             |   |   | -          |   |   | 30,000           |  
|Increase in due to related party                      |   | -                             |   |   | -          |   |   | 31,550           |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|Net cash provided by financing activities             |   | -                             |   |   | -          |   |   | 61,550           |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|NET CHANGE IN CASH                                    |   | (339                          | ) |   | (4,206     | ) |   | 3,830            |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|CASH, BEGINNING                                       |   | 4,169                         |   |   | 7,736      |   |   | -                |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|CASH, ENDING                                          | $ | 3,830                         |   | $ | 3,530      |   | $ | 3,830            |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|Supplemental Cash Flow Information                    |   |                               |   |   |            |   |   |                  |  
|Cash paid for:                                        |   |                               |   |   |            |   |   |                  |  
|Interest                                              | $ | -                             |   | $ | -          |   | $ | -                |  
|                                                      |   |                               |   |   |            |   |   |                  |  
|Income taxes                                          | $ | -                             |   | $ | -          |   | $ | -                |  

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

---

CAROLYN RIVER PROJECTS LTD.(A Development Stage
Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2007
(Unaudited)

|Note 1 | Nature and Continuance of
      Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company was incorporated in the State of Nevada on
      February 2, 2004. The Companys fiscal year end is May 31. Effective June
      15, 2007, the Company completed a merger with its subsidiary Parmasters
      Golf Training Centers, Inc. As a result, the Companys name was changed
      from Quorum Ventures, Inc. to Parmasters Golf Training Centers, Inc..
      Effective August 24, 2007, the Company completed a merger with its
      subsidiary, Carolyn River Projects Ltd. As a result, the Companys name
      was changed from Parmasters Golf Training Centers, Inc. to Carolyn
      River Projects Ltd. The Company is currently seeking opportunities to
      acquire prospective or existing mineral properties or is seeking business
      opportunities with established business entities for the merger of a
      target business with the Company.                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Unaudited Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The accompanying unaudited interim financial statements
      have been prepared in accordance with generally accepted accounting
      principles for interim financial information and with the instructions to
      Form 10-QSB of Regulation S-B. They may not include all information and
      footnotes required by generally accepted accounting principles for
      complete financial statements. However, except as disclosed herein, there
      have been no material changes in the information disclosed in the notes to
      the financial statements for the year ended May 31, 2007 included in the
      Companys 10-KSB filed with the Securities and Exchange Commission. The
      interim unaudited financial statements should be read in conjunction with
      those financial statements included in the Form 10-KSB. In the opinion of
      Management, all adjustments considered necessary for a fair presentation,
      consisting solely of normal recurring adjustments, have been made.
      Operating results for the three months ended August 31, 2007 are not
      necessarily indicative of the results that may be expected for the year
      ending May 31, 2008.

F-7

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**CAROLYN RIVER PROJECTS LTD.**(A Development
Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2007
(Unaudited)

|Note 2 | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Effective June 15, 2007 the Company completed a seven
      point eight (7.8) for one (1) forward stock split of its authorized,
      issued and outstanding common stock. As a result, the Companys authorized
      share capital increased from 75,000,000 shares of common stock with a par
      value of $0.001 to 585,000,000 shares of common stock with a pare value of
      $0.001 per share. The Companys issued and outstanding share capital
      increased from 7,050,000 shares of common stock to 54,990,000 shares of
      common stock. All share and per share information have been retroactively
      restated for all periods presented in these financial statements.

F-8

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4

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

FORWARD-LOOKING STATEMENTS

This
quarterly report contains forward-looking statements as that term is defined in
Section 27A of the United States Securities Act of 1933 and Section 21E of the
United States Securities Exchange Act of 1934. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance or achievements. Except as
required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform
these statements to actual results.

Financial
information contained in this quarterly report and in our unaudited interim
financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles. The
following discussion should be read in conjunction with our unaudited interim
financial statements and the related notes that appear elsewhere in this
quarterly report.

As
used in this quarterly report, and unless otherwise indicated, the terms "we",
"us" and "our" mean Carolyn River Projects Ltd., unless otherwise indicated.

Corporate History

We
were incorporated on February 2, 2004 under the laws of the state of Nevada.

Effective
June 15, 2007, we completed a merger with our subsidiary Parmasters Golf
Training Centers, Inc. As a result, we changed our name from Quorum Ventures,
Inc. to Parmasters Golf Training Centers, Inc.

In
addition, effective June 15, 2007 we effected a seven point eight (7.8) for one
(1) forward stock split of our authorized, issued and outstanding common stock.
As a result, our authorized capital increased from 75,000,000 shares of common
stock with a par value of $0.001 to 585,000,000 shares of common stock with a
par value of $0.001. Our issued and outstanding share capital increased from
7,050,000 shares of common stock to 54,990,000 shares of common stock.

Effective
August 24, 2007, we completed a merger with our subsidiary, Carolyn River
Projects Ltd. As a result, we changed our name from Parmasters Golf Training
Centers, Inc. to Carolyn River Projects Ltd. We changed the name of our
company to better reflect the direction and business of our company.

Our
companys first acquisition occurred on April 1, 2004, when we entered into an
agreement with Mr. Glen Macdonald of Vancouver, British Columbia, whereby he
agreed to sell to us a total of three mineral claims located approximately 44
miles east-northeast of Yellowknife, Northwest Territories, that have the
potential to contain gold and silver mineralization or deposits. Neither we nor
our management have any relationship or affiliation with Mr. Macdonald. In order
to acquire a 90% interest in these claims, subject to a 2% net smelter returns
royalty, we paid $7,500 to Mr. Macdonald from our cash on hand. These claims
lapsed on May 27, 2007.

Our Current Business

We
are an exploration stage company. We are currently seeking opportunities to
acquire prospective or existing mineral properties or are seeking business
opportunities with established business entities for the merger of a target
business with our company. In certain instances, a target business may wish to
become a subsidiary of us or may wish to contribute assets to us rather than
merge. We are currently in negotiations with several parties to enter into a
business opportunity but we have not entered into any definitive agreements to
date and there can be no assurance that we will be

---

5

able to enter into any definitive agreements. We anticipate
that any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

Management
of our company believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities. These are commonly thought
to include: (i) the ability to use registered securities to acquire assets or
businesses; (ii) increased visibility in the financial community; (iii) the
facilitation of borrowing from financial institutions; (iv) improved trading
efficiency; (v) stockholder liquidity; (vi) greater ease in subsequently raising
capital; (vii) compensation of key employees through stock options; (viii)
enhanced corporate image; and (ix) a presence in the United States capital
market.

We
may seek a business opportunity with entities who have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

In
implementing a structure for a particular business acquisition or opportunity,
we may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. Upon the consummation of a transaction,
it is likely that our present management will no longer be in control of our
company. In addition, it is likely that our officers and directors will, as part
of the terms of the acquisition transaction, resign and be replaced by one or
more new officers and directors.

As
of the date hereof, management has not entered into any formal written
agreements for a business combination or opportunity. When any such agreement is
reached, we intend to disclose such an agreement by filing a current report on
Form 8-K with the Securities and Exchange Commission.

We
anticipate that the selection of a business opportunity in which to participate
will be complex and without certainty of success. Management believes that there
are numerous firms in various industries seeking the perceived benefits of being
a publicly registered corporation. Business opportunities may be available in
many different industries and at various stages of development, all of which
will make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex. We can provide no assurance that
we will be able to locate compatible business opportunities.

As
an exploration stage company, we are not able to fund our cash requirements
through our current operations. Historically, we have been able to raise a
limited amount of capital through private placements of our equity stock, but we
are uncertain about our continued ability to raise funds privately. Further, we
believe that our company may have difficulties raising capital until we locate a
prospective property through which we can pursue our plan of operation. If we
are unable to secure adequate capital to continue our acquisition efforts, our
shareholders may lose some or all of their investment and our business may fail.

Employees

We
have no employees other than our executive officers. We anticipate that we will
be conducting most of our business through agreements with consultants and third
parties.

Plan of Operation

Discussion
of our financial condition and results of operations should be read in
conjunction with our unaudited interim financial statements and the notes
thereto included elsewhere in this quarterly report prepared in accordance with
accounting principles generally accepted in the United States. This discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those anticipated in
these forward-looking statements.

We
are a junior exploration stage company that has not yet generated or realized
any revenues from our business operations. Our company does not currently own
any property interests.

---

6

We
  are currently seeking opportunities to acquire prospective or existing mineral
  properties or are seeking business opportunities with established business entities
  for the merger of a target business with our company. In certain instances,
  a target business may wish to become a subsidiary of us or may wish to contribute
  assets to us rather than merge. We are currently in negotiations with several
  parties to enter into a business opportunity but we have not entered into any
  definitive agreements to date and there can be no assurance that we will be
  able to enter into any definitive agreements. We anticipate that any new acquisition
  or business opportunities by our company will require additional financing.
  There can be no assurance, however, that we will be able to acquire the financing
  necessary to enable us to pursue our plan of operation. If our company requires
  additional financing and we are unable to acquire such funds, our business may
  fail.

Even
if we are able to acquire an interest in a mineral property or enter into a
business opportunity and obtain the necessary funding, there is no assurance
that any revenues would be generated by us or that revenues generated would be
sufficient to provide a return to investors.

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

|1. | $12,000 in connection with our company locating,
      evaluating and negotiating potential mineral properties or business
      opportunities;                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                      
|2. | $20,000 for operating expenses, including professional,
      legal and accounting expenses associated with our company being a
      reporting issuer under the Securities Exchange Act of 1934; and
|   |                                                                                                                                                                                                      
|3. | $10,000 for management, administrative and leasing costs
      payable.                                                                                                                              

We
will incur additional expenses if we are successful in entering into an
agreement to acquire an interest in a prospective or existing mineral property
or a business opportunity. If we acquire any property interests, we will require
significant funds to develop the property in addition to any acquisition costs.
It is not possible to estimate such funding requirements until such time as we
enter into a definitive agreement to acquire an interest in a property or enter
into a business combination.

We
require a minimum of approximately $42,000 to proceed with our plan of operation
over the next twelve months, exclusive of any acquisition or development costs.
This amount may also increase if we are required to carry out due diligence
investigations in regards to any prospective property or business opportunity or
if the costs of negotiating the applicable transaction are greater than
anticipated. As we had cash in the amount of $3,830 and a working capital
deficit in the amount of $43,908 as of August 31, 2007, we do not have
sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We plan to complete private placement
sales of our common stock in order to raise the funds necessary to pursue our
plan of operation and to fund our working capital deficit in order to enable us
to pay our accounts payable and accrued liabilities. We currently do not have
any arrangements in place for the completion of any private placement financings
and there is no assurance that we will be successful in completing any private
placement financings.

Liquidity And Capital Resources

We
had cash of $3,830 and current liabilities of $47,738 as of August 31, 2007. We
had a working capital deficit of $43,908 as of August 31, 2007.

To
date, we have had negative cash flows from operations and we have been dependent
on sales of our equity securities and debt financing to meet our cash
requirements. We expect this situation to continue for the foreseeable future.
We anticipate that we will have negative cash flows during the next twelve month
period ended August 31, 2008.

We
incurred a loss of $3,539 for the three month period ended August 31, 2007. As
indicated above, our estimated working capital requirements and projected
operating expenses for the next twelve month period total $42,000. As we do not
have the funds necessary to cover our projected operating expenses for the next
twelve month period, we will be required to raise additional funds through the
issuance of equity securities or through debt financing. There can be no
assurance that we will be successful in raising the required capital or that
actual cash requirements will not exceed our estimates. We intend to fulfill any
additional cash requirement through the sale of our equity securities.

---

7

Given
that we are an exploration stage company and have not generated revenues to
date, our cash flow projections are subject to numerous contingencies and risk
factors beyond our control, including exploration and development risks,
competition from well-funded competitors, and our ability to manage growth. We
can offer no assurance that our company will generate cash flow sufficient to
meet our cash flow projections or that our expenses will not exceed our
projections. If our expenses exceed estimates, we will require additional monies
during the next twelve months to execute our business plan.

There
are no assurances that we will be able to obtain funds required for our
continued operation. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain additional financing
on a timely basis, we will not be able to meet our other obligations as they
become due and we will be forced to scale down or perhaps even cease the
operation of our business.

There
is substantial doubt about our ability to continue as a going concern as the
continuation of our business is dependent upon obtaining further financing. The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments..

Product Research and Development

We
do not anticipate that we will spend any significant monies on research and
development over the twelve month period ending August 31, 2008.

Purchase of Significant Equipment

We
do not intend to purchase any significant equipment over the twelve month period
ending August 31, 2008.

Off-Balance Sheet Arrangements

As
of August 31, 2007, our company had no off-balance sheet arrangements, including
any outstanding derivative financial statements, off-balance sheet guarantees,
interest rate swap transactions or foreign currency contracts. Our company does
not engage in trading activities involving non-exchange traded contracts.

Employees

We
currently have no employees, other than our executive officers, and we do not
expect to hire any employees in the foreseeable future. We presently conduct our
business through agreements with consultants and arms-length third parties.

Going Concern

Due
to the uncertainty of our ability to meet our current operating and capital
expenses, in their report on the annual financial statements for the year ended
May 31, 2007, our independent auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Mineral Interests

Mineral
property acquisition costs are capitalized in accordance with EITF 04-2 when
management has determined that probable future benefits consisting of a
contribution to future cash inflows, have been identified and adequate financial
resources are available or are expected to be available as required to meet the
terms of property acquisition and budgeted exploration and development
expenditures. Mineral property acquisition costs are expensed as incurred if the
criteria for capitalization is not met. Mineral property exploration costs are
expensed as incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable

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8

reserves, the costs incurred to develop such property are
capitalized. We have incurred only acquisition and exploration costs which have
been expensed. To date we have not established any proven or probable reserves
on our mineral property.

Use of Estimates and Assumptions

The
preparation of financial statements in conformity with generally accepted
accounting principles 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 period. Actual results could differ from those estimates.

Foreign Currency Translation

The
financial statements are presented in United States dollars. In accordance with
Statement of Financial Accounting Standard (SFAS) No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the period. Certain translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.

Income Taxes

A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carryforwards.
Deferred tax expenses (recovery) result from the net change during the period of
deferred tax assets and liabilities.

Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.

Loss Per Share

Basic
net loss per share is computed by dividing net loss attributable to common
stockholders by the weighted average number of shares outstanding during the
period. Diluted net loss per share takes into consideration shares of common
stock outstanding (computed under basic loss per share) and potentially dilutive
shares of common stock. Because we do not have any potentially dilutive
securities, our financial statements include only basic loss per share.

Financial instruments

Our
financial instruments consist of cash, accounts payable and accrued liabilities
and advances from related party. The fair values of these financial instruments
approximate their carrying values due to the short-term maturity of those
instruments. In management's opinion, we are not exposed to significant interest
rate, currency exchange rate or credit risk arising from these financial
instruments. We are not party to any derivative instruments.

RECENT ACCOUNTING PRONOUNCEMENTS

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. We are currently assessing the impact of SFAS
No. 159 on our financial position and results of operations.

RISK FACTORS

Much
of the information included in this quarterly report includes or is based upon
estimates, projections or other forward-looking statements. Such forward looking
statements include any projections or estimates made by us and our management in
connection with our business operations. While these forward-looking statements,
and any assumptions

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9

upon which they are based, are made in good faith and reflect
our current judgment regarding the direction of our business, actual results
will almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein.

Such
estimates, projections or other forward-looking statements involve various risks
and uncertainties as outlined below. We caution the reader that important
factors in some cases have affected and, in the future, could materially affect
actual results and cause actual results to differ materially from the results
expressed in any such estimates, projections or other forward-looking
statements. Prospective investors should consider carefully the risk factors set
out below.

Risks Related To Our Financial Condition and Business Model

We compete with numerous other companies seeking a suitable
business opportunity or business combination.

We
are, and will continue to be, an insignificant participant amongst numerous
other companies seeking a suitable business opportunity or business combination.
A large number of established and well-financed entities, including venture
capital firms, are actively seeking suitable business opportunities or business
combinations which may also be desirable target candidates for us. Virtually all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do. We are, consequently, at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. We will also compete with
numerous other small public companies seeking suitable business opportunities or
business combinations.

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We
had cash in the amount of $3,830 and a working capital deficit of $43,908 as of
August 31, 2007. We anticipate that we may require additional financing while we
are seeking a suitable business opportunity or business combination. Further, we
anticipate that we will not have sufficient capital to fund our ongoing
operations for the next twelve months. We may be required to raise additional
financing for a particular business combination or business opportunity. We
would likely secure any additional financing necessary through a private
placement of our common shares.

There
can be no assurance that, if required, any such financing will be available upon
terms and conditions acceptable to us, if at all. Our inability to obtain
additional financing in a sufficient amount when needed and upon terms and
conditions acceptable to us could have a materially adverse effect upon our
company. Although we believe that we have funds sufficient to meet our immediate
needs, we may require further funds to finance the development of any business
opportunity that we acquire. There can be no assurance that such funds will be
available or available on terms satisfactory to us. If additional funds are
raised by issuing equity securities, further dilution to existing or future
shareholders is likely to result. If adequate funds are not available on
acceptable terms when needed, we may be required to delay, scale back or
eliminate the development of any business opportunity that we acquire.
Inadequate funding could also impair our ability to compete in the marketplace,
which may result in the dissolution of our company.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our
operations.

A
prolonged decline in the price of our common stock could result in a reduction
in the liquidity of our common stock and a reduction in our ability to raise
capital. Because our operations have been primarily financed through the sale of
equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If our stock price declines,
we may not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.

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10

We have a limited operating history and if we are not
successful in continuing to grow our business, then we may have to scale back or
even cease our ongoing business operations.

We
have a limited operating history on which to base an evaluation of our business
and prospects. Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
seeking to acquire or establish a new business opportunity. Some of these risks
and uncertainties relate to our ability to identify, secure and complete an
acquisition of a suitable business opportunity.

We
cannot be sure that we will be successful in addressing these risks and
uncertainties and our failure to do so could have a materially adverse effect on
our financial condition. In addition, our operating results are dependent to a
large degree upon factors outside of our control. There are no assurances that
we will be successful in addressing these risks, and failure to do so may
adversely affect our business.

It
is unlikely that we will generate any or significant revenues while we seek a
suitable business opportunity. Our short and long-term prospects depend upon our
ability to select and secure a suitable business opportunity. In order for us to
make a profit, we will need to successfully acquire a new business opportunity
in order to generate revenues in an amount sufficient to cover any and all
future costs and expenses in connection with any such business opportunity. Even
if we become profitable, we may not sustain or increase our profits on a
quarterly or annual basis in the future.

We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until we complete a business combination or acquire a
business opportunity. This may result in our company incurring a net operating
loss which will increase continuously until we complete a business combination
or acquire a business opportunity that can generate revenues that result in a
net profit to us. There is no assurance that we will identify a suitable
business opportunity or complete a business combination.

No agreement for business combination or other
transaction/no standards for business combination.

We
have no arrangement, agreement, or understanding with respect to acquiring a
business opportunity or engaging in a business combination with any private
entity. There can be no assurance that we will successfully identify and
evaluate suitable business opportunities or conclude a business combination.
There is no assurance that we will be able to negotiate the acquisition of a
business opportunity or a business combination on terms favorable to us. We have
not established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly, we
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our
common stock is quoted on the OTC Bulletin Board. Trading in stock quoted on the
OTC Bulletin Board is often thin and characterized by wide fluctuations in
trading prices due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like Nasdaq or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the Financial Industry
Regulatory Authoritys (FINRA) sales practice requirements, which may limit a
stockholders ability to buy and sell our stock.

Our
stock is a penny stock. The Securities and Exchange Commission has adopted Rule
15g-9 which generally defines penny stock to be any equity security that has a
market price (as defined) less than $5.00 per share or an exercise

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11

price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In
addition to the penny stock rules promulgated by the Securities and Exchange
Commission, the FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The FINRAs requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock.

Item 3. Controls and Procedures.

We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms, and that such information is accumulated
and communicated to our management, including our president and chief executive
officer and our secretary and treasurer to allow for timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As
of August 31, 2007, the three month period year covered by this quarterly
report, we carried out an evaluation, under the supervision and with the
participation of our management, including our president and chief executive
officer and our secretary and treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on the foregoing, our
president and chief executive officer and our secretary and treasurer concluded
that our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.

There
have been no significant changes in our internal controls over financial
reporting that occurred during the quarter ended August 31, 2007 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We
know of no material, existing or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.

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.

Item 6. Exhibits.

|Exhibit |                                                                                                                                                                      
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibit                                                                                                                                               
|        |                                                                                                                                                                      
|3.1     | Articles of
        Incorporation (1)                                                                                                                                
|        |                                                                                                                                                                      
|3.2     | Bylaws (1)                                                                                                                                                           
|        |                                                                                                                                                                      
|3.3     | Articles of Merger
        filed with the Secretary of State of Nevada on May 30, 2007 and which
        is effective June 11, 2007 (2)                              
|        |                                                                                                                                                                      
|3.4     | Certificate of
        Change filed with the Secretary of State of Nevada on May 31, 2007 and
        which is effective June 11, 2007 (2)                           
|        |                                                                                                                                                                      
|3.5     | Articles of Merger
        filed with the Secretary of State of Nevada on August 17, 2007 and which
        is effective August 24, 2007 (3)                         
|        |                                                                                                                                                                      
|31.1*   | Certification
        of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                         
|        |                                                                                                                                                                      
|31.2*   | Certification
        of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002                                         
|        |                                                                                                                                                                      
|32.1*   | Certification
        of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|        |                                                                                                                                                                      
|32.2*   | Certification
        of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
        adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

|(1) | Previously filed with the Securities and Exchange
      Commission as an exhibit to our Form SB-2 Registration Statement, as
      amended, originally filed on October 13, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed with the Securities and Exchange
      Commission as an exhibit to our Current Report on Form 8-K, filed on June
      21, 2007.                                
|(3) | Previously filed with the Securities and Exchange
      Commission as an exhibit to our Current Report on Form 8-K, filed on
      August 29, 2007.                              

* Filed herewith.

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13

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.

CAROLYN RIVER PROJECTS LTD.



By: /s/ Steve Bolton Steve Bolton President, Chief
Executive Officer and Director (Principal Executive Officer) Date:
October 15, 2007

By: /s/ Bryan Markert Bryan Markert Secretary,
Treasurer and Director (Principal Financial Officer) Date: October 15,
2007



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