SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

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

       FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

         [ ]      Transition report under Section 13 or 15(d) of the Exchange
                  Act

             For the transition period from __________ to __________

                         Commission file number 0-50942

                           HIGHRIVER ACQUISITION CORP.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

          DELAWARE                                                  N/A
(State or Other Jurisdiction of                                 (IRS Employer
Incorporation or Organization)                               Identification No.)


                           c/o Wm. Tay & Associates
                                P.O. Box 42198
                       Philadelphia, Pennsylvania 19101
                   (Address of Principal Executive Offices)


                                 (215) 359-2163
                (Issuer's Telephone Number, Including Area Code)


                                       N/A
              (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 [ ]

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of October 21, 2005
there were 11,648,000 shares of common stock issued and outstanding, par value
$.001, and no shares of preferred stock are issued and outstanding.

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                                 Balance Sheet
                           As of SEPTEMBER 30, 2005
                                  (Unaudited)


                                    ASSETS
<S>                                                                  <C>

CURRENT ASSETS:
 Cash                                                                $      -
                                                                     --------

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

                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accrued expenses                                                    $    800
                                                                     --------
     Total Current Liabilities                                            800
                                                                     --------

 Total Liabilities                                                   $    800


STOCKHOLDERS' EQUITY:
Preferred Stock at $0.001 par value; authorized
 20,000,000 shares; no shares issued and
 outstanding                                                                -
Common stock at $0.001 par value; authorized
 100,000,000 shares; 11,648,000 shares issued
 and outstanding                                                       11,648
 Accumulated deficit                                                  (12,448)
                                                                     --------

     Total Stockholders' Equity                                          (800)
                                                                     --------

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









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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                            Statement of Operations
                                 (Unaudited)


                                          For the         For the         For the          Period from
                                          3-Months        3-Months        9-Months         July 27, 2004
                                          Ended           Ended           Ended            (inception)
                                          September       September       September        to September
                                          30, 2005        30, 2004        30, 2005         30, 2005
                                          ------------    ------------    ------------     ------------
<S>                                       <C>             <C>             <C>              <C>

Revenue                                   $          -    $          -    $          -     $          -
                                          ------------    ------------    ------------     ------------
Expenses
 Organization and related expenses                   -             148               -              148
 Administrative and general expenses                 -               -          11,500           12,300
                                          ------------    ------------    ------------     ------------
Net loss                                  $          -    $       (148)        (11,500)    $    (12,448)
                                          ============    ============    ============     ============

Basic and diluted loss per share          $          -    $     (0.001)         (0.001)    $     (0.001)
                                          ============    ============    ============     ============
Weighted average number of common
 shares outstanding                         11,648,000         148,000      11,648,000       11,648,000
                                          ============    ============    ============     ============









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

</TABLE>
<PAGE>
<TABLE>
<CAPTION>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                            Statement of Cash Flows
                                 (Unaudited)


                                          For the        For the        For the        Period from
                                          3-Months       3-Months       9-Months       July 27, 2004
                                          Ended          Ended          Ended          (inception)
                                          September      September      September      to September
                                          30, 2005       30, 2004       30, 2005       30, 2005
                                          ------------   ------------   ------------   ------------
<S>                                       <C>            <C>            <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                  $          -   $       (148)  $    (11,500)  $    (12,448)
Issuance of stock for services rendered              -            148         11,500         11,648
Increases (Decrease) in accrued expenses             -              -              -            800
                                          ------------   ------------   ------------   ------------
Net Cash Provided (used) by Operating
 Activities                                          -              -              -              -

CASH FLOWS FROM INVESTING ACTIVITIES                 -              -              -              -
                                          ------------   ------------   ------------   ------------
CASH FLOWS FROM FINANCING ACTIVITIES                 -              -              -              -
                                          ------------   ------------   ------------   ------------
INCREASE IN CASH AND CASH EQUIVALENTS                -              -              -              -

CASH AND CASH EQUIVALENTS AT BEGINNING
 OF PERIOD                                           -              -              -              -
                                          ------------   ------------   ------------   ------------
CASH AND CASH EQUIVALENTS AT END OF
 PERIOD                                   $          -   $          -   $          -   $          -
                                          ============   ============   ============   ============

NONCASH FINANCING AND INVESTING ACTIVITIES

Common stock issued for services rendered $          -   $        148         11,500   $     11,648
                                          ============   ============   ============   ============


SUPPLEMENTAL SCHEDULE OF CASH FLOW
 ACTIVITIES:

Cash Paid For:
Interest                                  $          -   $          -   $          -   $          -
                                          ============   ============   ============   ============
Income taxes                              $          -   $          -   $          -   $          -
                                          ============   ============   ============   ============









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

</TABLE>
<PAGE>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                         Notes to Financial Statements
              For the Period Ended September 30, 2005 (Unaudited)


NOTE 1 -- ORGANIZATION

Highriver Acquisition Corp. (A Development Stage Enterprise) (the "Company")
was incorporated on April 6, 2004 under the laws of the State of Delaware. The
Company intends to develop operating opportunities through business
combinations or mergers. To date, the Company has not conducted any significant
operations, and its activities have focused primarily on organizational
efforts, corporate compliance matters and locating potential merger candidates.
Since the Company has not yet commenced any principal operations, and has not
yet earned significant revenues, the Company is considered to be a development
stage enterprise as of September 30, 2005.

The accompanying financial statements include the accounts of the Company from
the date of its formation.

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-
QSB. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, the
interim financial statements include all adjustments considered necessary for a
fair presentation of the Company's financial position, results of operations
and cash flows for the three and nine months ended September 30, 2005 and from
its inception (July 27, 2004) to September 30, 2005. These statements are not
necessarily indicative of the results to be expected for the full fiscal year.
These statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Form 10-KSB for the year ended
December 31, 2004 as filed with the U.S. Securities and Exchange Commission.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - Development Stage Company

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

A.  Accounting Method

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

<PAGE>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                         Notes to Financial Statements
              For the Period Ended September 30, 2005 (Unaudited)


B.  Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting No. 109, "Accounting for Income Taxes" "Statement
109"). Under Statement 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense or
benefits due to the Company not having any material operations for the period
ended September 30, 2005.

C.  Cash Equivalents

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

D.  Estimates

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

If the Company is successful in raising funds and becoming a business
development company, its principal estimates will involve the determination of
the value of its portfolio companies.

The net asset value per share of our outstanding shares of common stock will be
determined quarterly, as soon as practicable after, and as of the end of, each
calendar quarter, by dividing the value of total assets minus total liabilities
by the number of shares outstanding at the date as of which such determination
is made.

In calculating the value of our total assets, we will value securities that are
publicly traded at the closing price on the valuation date for exchange traded
and NASDAQ listed securities or the average of the bid and asked prices for
other securities. Debt and equity securities that are not publicly traded will
be valued at fair value as determined in good faith by the valuation committee
of our board of directors based on the recommendation by our investment adviser
and under valuation guidelines adopted by our board of directors, and then
approved by our entire board of directors. Initially, the fair value of these
securities will be their original cost. Debt securities valued at cost would be
revalued for significant events affecting the issuer's performance and equity
securities valued at cost would be revalued if significant developments or

<PAGE>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                         Notes to Financial Statements
              For the Period Ended September 30, 2005 (Unaudited)


other factors affecting the investment provide a basis for valuing the security
at a price other than cost, such as results of subsequent financing, the
availability of market quotations, the portfolio company's operations and
changes in market conditions.

For warrants, our cost usually will be a nominal amount, such as $.01 per
share. Debt securities with remaining maturities of 60 days or less at the time
of purchase will be valued at amortized cost. Debt securities which are
publicly traded will be valued by using market quotations obtained from pricing
services or dealers. Our valuation guidelines are subject to periodic review by
our board of directors and may be revised in light of our experience,
regulatory developments or otherwise.

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

E.  Basic Loss Per Common Share

Basic loss per common share has been calculated based on the weighted average
number of shares outstanding during the period after giving retroactive effect
to stock splits. There are no dilutive securities at September 30, 2005 for
purposes of computing fully diluted earnings per share.

F.  Impact Of New Accounting Standards

In April 2002, the FASB issued Statement of Financial Accounting Standards No.
145, "Rescission of FASB Statements No. 4, 44 and 62, Amendment of FASB
Statement 13, and Technical Corrections" ("SFAS 145"). For most companies, SFAS
145 requires gains and losses from the extinguishment of debt to be classified
as a component of income or loss from continuing operations. Prior to the
issuance of SFAS 145, early debt extinguishments were required to be recognized
as extraordinary items. SFAS 145 amended other previously issued statements and
made numerous technical corrections. SFAS 145 is effective for fiscal years
beginning after May 15, 2002. Adoption of this standard has had no impact on
the Company.

The FASB recently issued Statement of Financial Accounting Standards No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS
146"). SFAS 146 nullifies the Emerging Issues Task Force ("EITF") Issue No. 94-
3, Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity. SFAS 146 requires that a liability associated with
an exit or disposal activity be recognized when the liability is incurred while
EITF Issue No. 94-3 recognized such liability at such time that an entity
committed to an exit plan. The provisions of SFAS 146 are effective for exit or
disposal activities initiated after December 31, 2002 with early application
encouraged.

<PAGE>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                         Notes to Financial Statements
              For the Period Ended September 30, 2005 (Unaudited)


On December 31, 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure," which amends SFAS No. 123, Accounting
for Stock Based Compensation.

SFAS 148 provides alternative methods of transition for a voluntary change to
the fair value based method of accounting for stock-based employee
compensation. (Under the fair value based method, compensation cost for stock
options is measured when options are issued.) In addition, SFAS 148 amends the
disclosure requirements of SFAS 123 to require more prominent and more frequent
disclosures in financial statements of the effects of stock-based compensation.
The transition guidance and annual disclosure provisions of SFAS 148 are
effective for fiscal years ending after December 15, 2002, with earlier
application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." This
statement establishes standards for how an issuer classifies and measures in
its statement of financial position certain financial instruments with
characteristics of both liabilities and equity. In accordance with the
standard, financial instruments that embody obligations for the issuer are
required to be classified as liabilities. This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. The Company does not expect the provision of this
statement to have a significant impact on the Company's financial statements.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." Interpretation 45 requires a guarantor
to include disclosure of certain obligations, and if applicable, at the
inception of the guarantee, recognize a liability for the fair value of other
certain obligations undertaken in issuing a guarantee. The recognition
requirement is effective for guarantees issued or modified after December 31,
2002. The Company has no obligations regarding Interpretation No. 45.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements, and
applies immediately to any variable interest entities created after January 31,
2003 and to variable interest entities in which an interest is obtained after
that date. The Company holds no interest in variable interest entities.

NOTE 3 -- GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern that contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established any source of revenue to cover its
operating costs. The Company will engage in very limited activities without

<PAGE>








                          HIGHRIVER ACQUISITION CORP.
                       (A Development Stage Enterprise)
                         Notes to Financial Statements
              For the Period Ended September 30, 2005 (Unaudited)


incurring any liabilities that must be satisfied in cash until a source of
funding is secured. The Company will offer noncash consideration and seek
equity lines as a means of financing its operations. If the Company is unable
to obtain revenue producing contracts or financing or if the revenue or
financing it does obtain is insufficient to cover any operating losses it may
incur, it may substantially curtail or terminate its operations or seek other
business opportunities through strategic alliances, acquisitions or other
arrangements that may dilute the interests of existing stockholders.

NOTE 4 - SHAREHOLDER'S EQUITY

On April 6, 2004, the Board of Directors issued 148,000 shares of common stock
for $148 in services to the founding shareholder of the Company to fund
organizational start-up costs.

On February 23, 2005, the Board of Directors approved the issuance of
11,500,000 shares of common stock to retain the services of William Tay as CEO
and President of the Company and were deemed fully paid and non-assessable on
that date.

The shares were deemed to have been issued pursuant to an exemption provided by
Section 4(2) of the Act, which exempts from registration "transactions by an
issuer not involving a public offering."

Common Stock

The holders of the Company's common stock:

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

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

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

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

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

Warrant and Options

There are no warrants or options outstanding to issue any additional shares of
common stock.

<PAGE>








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

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and the Company's
actual results could differ materially from those forward-looking statements.
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements and notes thereto.

BACKGROUND OF THE COMPANY

Highriver Acquisition Corp. (the "Company") was organized under the Laws of the
State of Delaware, on July 27, 2004, as a blank check or shell company whose
primary purpose is to engage in a merger with, or acquisition of one or a small
number of private firms. Such firms are expected to be private corporations,
partnerships or sole proprietorships. From inception through the present time,
the primary activity of the Company has been directed towards organizational
efforts, compliance matters and locating potential merger candidates.

The Company is still a "blank check" or "shell" company. At present, the
Company has no business opportunities under contemplation for acquisitions.

GENERAL OVERVIEW

The Company's activities since inception have been limited to organizational
matters, compliance efforts and locating potential merger candidates, and the
Company has not engaged in any operating activity since its inception.

The Company has registered its Common Stock on a Form 10-SB registration
statement filed pursuant to the Securities Exchange Act of 1934 (the Exchange
Act) and Rule 12(g) thereof. The Company files with the Securities and Exchange
Commission periodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports on Form 10-KSB.

The Company was formed to engage in a merger with or acquisition of an
unidentified foreign or domestic private company which desires to become a
reporting (public) company whose securities are qualified for trading in the
United States secondary market. The Company meets the definition of a blank
check company contained in Section 7(b)(3) of the Securities Act of 1933, as
amended.

Management believes that there are perceived benefits to being a reporting
company with a class of publicly-traded securities which may be attractive to
foreign and domestic private companies.

These benefits are commonly thought to include (1) the ability to use
registered securities to make acquisition of assets or businesses; (2)
increased visibility in the financial community; (3) the facilitation of
borrowing from financial institutions; (4) improved trading efficiency; (5)
shareholder liquidity; (6) greater ease in subsequently raising capital; (7)
compensation of key employees through options for stock for which there is a
public market; (8) enhanced corporate image; and, (9) a presence in the United
States capital market.

A private company which may be interested in a business combination with the
Company may include (1) a Company for which a primary purpose of becoming
public is the use of its securities for the acquisition of assets or
businesses; (2) a company which is unable to find an underwriter of its

<PAGE>








securities or is unable to find an underwriter of securities on terms
acceptable to it; (3) a company which wishes to become public with less
dilution of its Common Stock than would occur normally upon an underwriting;
(4) a company which believes that it will be able to obtain investment capital
on more favorable terms after it has become public; (5) a foreign company which
may wish an initial entry into the United States securities market; (6) a
special situation company, such as a company seeking a public market to satisfy
redemption requirements under a qualified Employee Stock Option Plan; and, (7)
a company seeking one or more of the other benefits believed to attach to a
public company.

The Company is authorized to enter into a definitive agreement with a wide
variety of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which private
company, if any, the Company will enter into a definitive agreement or what
will be the industry, operating history, revenues, future prospects or other
characteristics of that company.

As of the date hereof, management has not made any final decision for a
business combination with any private corporations, partnerships or sole
proprietorships. When any such agreement is reached or other material fact
occurs, the Company will file notice of such agreement or fact with the
Securities and Exchange Commission on Form 8-K. Persons reading this Form 10-
QSB are advised to see if the Company has subsequently filed a Form 8-K.

There is no trading market for our common stock and no market may ever exist
for the Company's common stock. The Company plans to apply for a corporate
CUSIP # for its securities and to assist broker-dealers in complying with Rule
15c2-11 of the Securities Exchange Act of 1934, as amended, so that such
brokers can trade the Company's common stock in the Over-The-Counter Electronic
Bulletin Board (the "OTC Bulletin Board"). There can be no assurance to
investors that any broker-dealer will actually file the materials required in
order for such OTC Bulletin Board trading to proceed.

The Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank-check company as (i) a development stage company, that is (ii)
offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific
business plan or purpose or has indicated that its business plan is engage in a
merger or acquisition with an unidentified company or companies.


<PAGE>


BUSINESS COMBINATION

The Company will attempt to locate and negotiate with a business entity for the
combination of that target company with the Company.  The combination will
normally take the form of a merger, stock-for-stock exchange or stock-for-
assets exchange (the "business combination").  In most instances the target
company will wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or Section 368 of the
Internal Revenue Code of 1986, as amended.  No assurances can be given that the
Company will be successful in locating or negotiating with any target business.

The Company has not restricted its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business
life. It is impossible to predict the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
or licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination.
The issuance of additional securities and their potential sale into any trading
market which may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market develops, of
which there is no assurance.

The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements.  Negotiations with a
target company will likely focus on the percentage of the Company which the
target company shareholders would acquire in exchange for their shareholdings.
Although the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of the parties
thereto, will specify certain events of default, will detail the terms of
closing and the conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.  Any merger or
acquisition effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's shareholders
at such time.

LIQUIDITY AND OPERATIONAL RESULTS

The Company has no current operating history and does not have any revenues or
earnings from operations. The Company has no assets or financial resources. We
will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss that will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that we can identify
such a business opportunity and consummate such a business combination.

We are dependent upon our officers to meet any de minimis costs that may occur.
William Tay, an officer and director of the Company, has agreed to provide the
necessary funds, without interest, for the Company to comply with the
Securities Exchange Act of 1934, as amended; provided that he is an officer and
director of the Company when the obligation is incurred. All advances are
interest-free.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2005, the Company had no cash and no other assets.

ACCOUNTING FOR BUSINESS COMBINATION

In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles
will be evaluated against these new criteria and may result in certain
intangibles being subsumed into goodwill, or alternatively, amounts initially
recorded as goodwill may be separately identified an recognized apart from
goodwill. SFAS No. 142 requires the use of a non-amortization approach to
account for purchased goodwill and certain intangibles. Under a non-
amortization approach, goodwill and certain intangibles is more than its fair
value. Goodwill is the excess of the acquisition costs of the acquired entity
over the fair value of the identifiable net assets acquired. The Company is
required to test goodwill and intangible assets that are determined to have an
indefinite life for impairments at least annually. The provisions of SFAS No.
142 require the completion of an annual impairment test with any impairment
recognized in current earnings. The provisions of SFAS No. 141 and SFAS No. 142
may be applicable to any business combination that we may enter into in the
future.

We have also been informed that most business combinations will be accounted
for as a reverse acquisition with us being the surviving registrant. As a
result of any business combination, if the acquired entity's shareholders will
exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.

<PAGE>








OFF-BALANCE SHEET ARRANGEMENTS

We do not have any 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 that is material to investors.

GOING CONCERN

The financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of us as a going concern. Our lack of cash is inadequate to pay all
of the costs associated with our operations. Management intends to use
borrowings and security sales to mitigate the effects of its cash position,
however no assurance can be given that debt or equity financing, if and when
required will be available. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets and classification of liabilities that might be necessary should we be
unable to continue existence.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained  herein.  Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.

Item 3. Controls and Procedures.

Based on his most recent evaluation, which was completed within 90 days of the
filing of this Form 10-QSB, the Company's president and principal financial
officer believe the Company's disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) are effective to ensure that information
required to be disclosed by the Company in this report is accumulated and
communicated to the Company's management, as appropriate, to allow timely
decisions regarding required disclosure.

There were no significant changes in the Company's internal controls or other
factors that could significantly affect these controls subsequent to the date
of their evaluation and there were no corrective actions with regard to
significant deficiencies and material weaknesses.

<PAGE>








                         PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.

Item 2. Changes in Securities.

Not applicable.

Item 3. Defaults upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits and Reports on Form 8-K.

    1)  Exhibits

        31.1  Certification Pursuant to Section 302 Of The Sarbanes-Oxley Act
              Of 2002.

        32.1  Certification Pursuant to Section 906 Of The Sarbanes-Oxley Act
              Of 2002

     2)  Reports on Form 8-K:

         There were no reports on Form 8-K filed by the Company during the
quarter.




                                   SIGNATURES

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


                                                   HIGHRIVER ACQUISITION CORP.


Dated: October 21, 2005                                By:   /s/ William Tay
                                                       -------------------------
                                                       William Tay
                                                       Chief Executive Officer,
                                                       President

<PAGE>







EXHIBIT 31.1


                                 CERTIFICATION


I, William Tay, certify that:

1.    I have reviewed this report on Form 10-QSB of Highriver Acquisition
Corp.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this quarterly
report;

4.    I am the sole officer and director and I am responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

a. Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to me by others within those entities,
particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the small business issuer disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's most recent fiscal quarter (the small business issuer's fourth fiscal
quarter in the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5.    I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors of the small
business issuer's board of directors (or persons performing the equivalent
functions):

a. All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's internal
control over financial reporting.

<PAGE>








Date: October 21, 2005


/s/ William Tay
-------------------------------------
William Tay, President, CEO and CFO

<PAGE>








EXHIBIT 32.1



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


            In connection with the quarterly report of Highriver Acquisition
Corp. (the "Company") on Form 10-QSB for the period ending Sept. 30, 2005 as
filed with the Securities and Exchange Commission on October 21, 2005 (the
"Report"), I, William Tay, Chief Executive Officer and Chief Financial Officer
of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant
to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

         (1)      The Report fully complies with the requirements of section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and result of
                  operations of the Company.


/s/ William Tay
--------------------------------------------
William Tay
Chief Executive Officer and
Chief Financial Officer
October 21, 2005