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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[(Mark One)

[ x ]     QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2008

or

[    
]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission file number 333-119715

CAROLYN RIVER PROJECTS
LTD.(Exact name of registrant 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) (zip
code)

604.908.0233(Registrants telephone number,
including area code)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer, accelerated
filer, and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):

|Large accelerated filer [     ] |                                               | Accelerated filer [    
    ]            
|------------------------------- | --------------------------------------------- | -----------------------------------------
|Non-accelerated filer [     ]   | (Do not check if a smaller reporting company) | Smaller reporting
      company     [ x ]

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

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- 2 -

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common stock, as of the latest practicable date:

54,990,000 common shares issued and outstanding as of
January 9, 2009.

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- 3 -

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management
that the interim financial statements for the quarter ended November 30, 2008
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

November 30, 2008

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

|                                                       |   | November 30, |   |   | May 31,  |  
|------------------------------------------------------ | - | ------------ | - | - | -------- | -
|                                                       |   | 2008         |   |   | 2008     |  
|                                                       |   |              |   |   |          |  
|ASSETS                                                 |  
|                                                       |   |              |   |   |          |  
|Current                                                |   |              |   |   |          |  
|Cash                                                   | $ | 2,997        |   | $ | 3,033    |  
|                                                       |   |              |   |   |          |  
|                                                       | $ | 2,997        |   | $ | 3,033    |  
|                                                       |   |              |   |   |          |  
|                                                       |   |              |   |   |          |  
|LIABILITIES AND
      STOCKHOLDERS DEFICIT            |  
|                                                       |   |              |   |   |          |  
|Current                                                |   |              |   |   |          |  
|Accounts payable and accrued liabilities               | $ | 8,950        |   | $ | 12,830   |  
|Short term debt                                        |   | 58,796       |   |   | 37,826   |  
|Due
      to related party                             |   | 31,550       |   |   | 31,550   |  
|                                                       |   | 99,296       |   |   | 82,206   |  
|                                                       |   |              |   |   |          |  
|Shareholders Deficit                                  |   |              |   |   |          |  
|Common stock                                           |   |              |   |   |          |  
|585,000,000 shares authorized,
      $0.001 par value, |   |              |   |   |          |  
|54,990,000 shares issued and outstanding               |   |              |   |   |          |  
|(May 31, 2008
      -54,990,000)                       |   | 30,000       |   |   | 30,000   |  
|Deficit
      accumulated during the development stage |   | (126,299     | ) |   | (109,173 | )
|                                                       |   | (96,299      | ) |   | (79,173  | )
|                                                       |   |              |   |   |          |  
|                                                       | $ | 2,997        |   | $ | 3,033    |  

The accompanying note is an integral part of these financial
statements.

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

|                                                      |   | Three months |   |   | Three months |   |   | Six months   |   |   | Six months   |   |   | February 2, 2004 |  
|----------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ------------ | - | - | ---------------- | -
|                                                      |   | ended        |   |   | ended        |   |   | ended        |   |   | ended        |   |   | (Inception) to   |  
|                                                      |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30, |   |   | November 30,     |  
|                                                      |   | 2008         |   |   | 2007         |   |   | 2008         |   |   | 2007         |   |   | 2008             |  
|                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                  |  
|Expenses                                              |   |              |   |   |              |   |   |              |   |   |              |   |   |                  |  
|Accounting and audit fees                             | $ | 2,225        |   | $ | 6,502        |   | $ | 7,491        |   | $ | 9,020        |   | $ | 66,495           |  
|Bank charges and interest                             |   | 18           |   |   | 19           |   |   | 36           |   |   | 40           |   |   | 565              |  
|Filing fees                                           |   | 472          |   |   | 1,466        |   |   | 1,149        |   |   | 2,466        |   |   | 8,811            |  
|Interest expense                                      |   | 1,060        |   |   | -            |   |   | 1,960        |   |   | -            |   |   | 4,982            |  
|Legal fees                                            |   | 3,005        |   |   | 10,988       |   |   | 5,990        |   |   | 10,988       |   |   | 30,750           |  
|Mineral property costs                                |   | -            |   |   | -            |   |   | -            |   |   | -            |   |   | 12,500           |  
|Office and general expenses                           |   | -            |   |   | 325          |   |   | -            |   |   | 325          |   |   | 596              |  
|Transfer agent fees                                   |   | 500          |   |   | -            |   |   | 500          |   |   | -            |   |   | 1,600            |  
|                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                  |  
|Net Loss                                              | $ | (7,280       | ) | $ | (19,300      | ) | $ | (17,126      | ) | $ | (22,839      | ) | $ | (126,299         | )
|                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                  |  
|Net Loss per Share - Basic and Diluted                | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00        | ) |   |                  |  
|                                                      |   |              |   |   |              |   |   |              |   |   |              |   |   |                  |  
|Weighted Average Number of Shares
      Outstanding  |   |              |   |   |              |   |   |              |   |   |              |   |   |                  |  
|Basic and
      Diluted                               |   | 54,990,000   |   |   | 54,990,000   |   |   | 54,990,000   |   |   | 54,990,000   |   |   |                  |  

The accompanying note is an integral part of these financial
statements.

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

|                                                      |   | Six months   |   |   | Six months   |   |   | February 2, 2004 |  
|----------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ---------------- | -
|                                                      |   | ended        |   |   | ended        |   |   | (Inception) to   |  
|                                                      |   | November 30, |   |   | November 30, |   |   | November 30,     |  
|                                                      |   | 2008         |   |   | 2007         |   |   | 2008             |  
|                                                      |   |              |   |   |              |   |   |                  |  
|Cash Used in Operating Activities                     |   |              |   |   |              |   |   |                  |  
|Net loss                                              | $ | (17,126      | ) | $ | (22,839      | ) | $ | (126,299         | )
|Changes in non cash working
      capital items       |   |              |   |   |              |   |   |                  |  
|Accounts payable and accrued liabilities              |   | (3,880       | ) |   | (3,148       | ) |   | 8,950            |  
|Net Cash Used in Operating Activities                 |   | (21,006      | ) |   | (25,987      | ) |   | (117,349         | )
|                                                      |   |              |   |   |              |   |   |                  |  
|                                                      |   |              |   |   |              |   |   |                  |  
|Cash From Financing Activities                        |   |              |   |   |              |   |   |                  |  
|Proceeds from sale and
      issuance of common stock |   | -            |   |   | -            |   |   | 30,000           |  
|Increase in due to related party                      |   | -            |   |   | 24,999       |   |   | 31,550           |  
|Short term debt                                       |   | 20,970       |   |   | -            |   |   | 58,796           |  
|Net Cash
      Provided by Financing Activities       |   | 20,970       |   |   | 24,999       |   |   | 120,346          |  
|                                                      |   |              |   |   |              |   |   |                  |  
|Increase (Decrease) in Cash                           |   | (36          | ) |   | (988         | ) |   | 2,997            |  
|                                                      |   |              |   |   |              |   |   |                  |  
|Cash,
      Beginning                                 |   | 3,033        |   |   | 4,169        |   |   | -                |  
|                                                      |   |              |   |   |              |   |   |                  |  
|Cash,
      Ending                                    | $ | 2,997        |   | $ | 3,181        |   | $ | 2,997            |  
|                                                      |   |              |   |   |              |   |   |                  |  
|                                                      |   |              |   |   |              |   |   |                  |  
|Supplemental Cash Flow Information:                   |   |              |   |   |              |   |   |                  |  
|Cash paid for:                                        |   |              |   |   |              |   |   |                  |  
|Interest                                              | $ | -            |   | $ | -            |   | $ | -                |  
|Income taxes                                          | $ | -            |   | $ | -            |   | $ | -                |  

The accompanying note is an integral part of these financial
statements.

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|CAROLYN RIVER PROJECTS LTD.                                                      
|---------------------------------------------------------------------------------
|(Formerly Parmasters Golf Training Centers, Inc. and
      Quorum Ventures, Inc.)
|(A Development Stage Company)                                                    
|NOTE TO THE FINANCIAL STATEMENTS                                                 
|November 30, 2008                                                                
|(Unaudited)                                                                      

|Note 1 | Basis of Presentation
|------ | ---------------------

Unaudited Interim Financial
StatementsThe accompanying unaudited interim financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the rules and regulations
of the Securities and Exchange Commission. They may not include all information
and footnotes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no
material changes in the information disclosed in the notes to the financial
statements for the year ended May 31, 2008, included in the Companys Form
10-KSB filed with the Securities and Exchange Commission. The unaudited interim
financial statements should be read in conjunction with those financial
statements included in the Form 10KSB. 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 nine
months ended November 30, 2008 are not necessarily indicative of the results
that may be expected for the year ending May 31, 2009.

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Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations.

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 is
stated in United States dollars and is 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 able to enter into any definitive agreements. We
anticipate that any new acquisition or business opportunities by our

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- 6 -

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.

RESULTS OF OPERATIONS

You should read the following
discussion of our financial condition and results of operations together with
the unaudited interim consolidated financial statements and the notes to the
unaudited interim consolidated financial statements included in this quarterly
report. This discussion contains forward-looking statements that reflect our
plans, estimates and beliefs. Our actual results may differ materially from
those anticipated in these forward-looking statements.

For the three month periods ended November 30, 2008 and
November 30, 2007

Our interim consolidated
financial statements report a net loss of $7,280 for the three month period
ended November 30, 2008 as compared to a net loss of $19,300 for the three month
period ended November 30, 2007.

During the three months ended
November 30, 2008, we incurred expenses of $7,280 compared to $19,300 during the
three months ended November 30, 2007. The decrease in expenses during the three
months ended November 30, 2008 was largely due to decreases in accounting and
audit fees, filing fees and legal fees.

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For the six month periods ended November 30, 2008 and
November 30, 2007

Our interim consolidated
financial statements report a net loss of $17,126 for the six month period ended
November 30, 2008 as compared to a net loss of $22,839 for the six month period
ended November 30, 2007. Our accumulated net losses for the period from February
2, 2004, our date of inception, to November 30, 2008 was $126,299.

During the six months ended
November 30, 2008, we incurred expenses of $17,126 compared to $22,839 during
the six months ended November 30, 2007. The decrease in expenses during the six
months ended November 30, 2008 was largely due to decreases in accounting and
audit fees, filing fees and legal fees.

Liquidity And Capital Resources

We had cash of $2,997 as of
November 30, 2008 and a working capital deficit of $96,299. Our total
liabilities as of November 30, 2008 were $99,296, as compared to total
liabilities of $82,206 as of May 31, 2008. The change was due primarily to
increases in short term debt.

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 November 30,
2009.

We incurred a loss of $17,126 for
the six month period ended November 30, 2008. As indicated in our annual report
on Form 10-KSB for the fiscal year ended May 31, 2008 filed on August 29, 2008,
our estimated working capital requirements and projected operating expenses for
the twelve month period ending May 31, 2009 are $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.

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.

Cash Flow Used in Operating Activities

Operating activities used cash of
$21,006 for the six month period ended November 30, 2008, compared to using
$25,987 for the six month period ended November 30, 2007. The decrease in cash
used during the six month period ended November 30, 2008 was commensurate with a
decrease in our net loss.

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- 8 -

Cash Flow Provided by Financing Activities

Financing activities generated
cash of $20,970 for the six month period ended November 30, 2008, compared to
generating $24,999 for the six month period ended November 30, 2007. All of the
cash generated from financing activities for the six month period ended November
30, 2008 was from short term debt.

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 November 30, 2009.

Purchase of Significant Equipment

We do not intend to purchase any
significant equipment over the twelve month period ending November 30, 2009.

Off-Balance Sheet Arrangements

As of November 30, 2008, 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, 2008, 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 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

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- 9 -

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 a 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.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. 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 our Secretary 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 November 30, 2008, the
three month period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
President and our Secretary, of the effectiveness

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of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our President and our Secretary 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 three month period ended November 30, 2008 that have materially or are
reasonably likely to materially affect, our internal controls over financial
reporting.

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 1A. Risk Factors.

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
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

Scarcity of and Competition for Business Opportunities and
Combinations

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
$2,997 and a working capital deficit of $96,299 as of November 30, 2008. 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

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and conditions acceptable to us could have a material 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.

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 we 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.

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Risks Associated with Our Common Stock

Trading of our stock may be restricted by the Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our stock.

The Securities and Exchange
Commission has adopted regulations which generally define penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise 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 Securities and Exchange Commission, 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.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholders ability
to buy and sell our stock.

In addition to the penny stock
rules described above, 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, FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA 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 and have an adverse effect on
the market for our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades
on a limited basis on the OTC Bulletin Board. Trading of our stock through the
OTC Bulletin Board is frequently thin and highly volatile. There is no assurance
that a sufficient market will develop in our stock, in which case it could be
difficult for shareholders to sell their stock. The market price of our common
stock could fluctuate substantially due to a variety of factors, including
market perception of our ability to achieve our planned growth, quarterly
operating results of our competitors, trading volume in our common stock,
changes in general conditions in the economy and the financial markets or other
developments affecting our competitors or us. In addition, the stock market is
subject to extreme price and volume fluctuations. This volatility has had a
significant effect on the market price of securities issued by many companies
for reasons unrelated to their operating performance and could have the same
effect on our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

None.

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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 Exhibit3.1
      Articles of Incorporation (incorporated
          by reference from our Form SB-2 Registration Statement, as amended,
          originally filed on October 13, 2005)3.2
      Bylaws (incorporated by reference
          from our Form SB-2 Registration Statement, as amended, originally filed
          on October 13, 2005)3.3
      Articles of Merger filed with
          the Secretary of State of Nevada on May 30, 2007 and which is effective
          June 11, 2007 (incorporated by reference from our Current Report on
          Form 8-K, filed on June 21, 2007)3.4
      Certificate of Change filed
          with the Secretary of State of Nevada on May 31, 2007 and which is effective
          June 11, 2007 (incorporated by reference from our Current Report on
          Form 8-K, filed on June 21, 2007)3.5
      Articles of Merger filed with
          the Secretary of State of Nevada on August 17, 2007 and which is effective
          August 24, 2007 (incorporated by reference from our Current Report on
          Form 8-K, filed on August 29, 2007)31.1*
      Certification
          of Principal Executive Officer filed pursuant to Section 302 of the
          Sarbanes-Oxley Act of 200231.2*
      Certification
          of Principal Financial Officer and Principal Accounting Officer filed
          pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1*
      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 200232.2*
      Certification
          of Principal Financial Officer and Principal Accounting Officer pursuant
          to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002


*Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly 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: January 13, 2009                          | 
|                                                | 
|By: /s/ Bryan
      Markert                     | 
|Bryan Markert                                   | 
|Secretary, Treasurer and Director               | 
|(Principal Financial Officer)                   | 
|Date: January 13, 2009                          | 

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