UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

| |  | 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 PURSUANT TO SECTION 13 OR 15(d) OF THE
                                          SECURITIES EXCHANGE ACT OF 1934
| |  | ----------------------------------------------------------------------------------------------------------------------------------

Commission file number: 333-113383

CHILCO RIVER HOLDINGS INC.

---

(Exact name of small business issuer as
specified in its charter)

|Nevada
(State or other jurisdiction of
incorporation or organization) | 98-0419129
(I.R.S. Employer
Identification No.)
|--------------------------------------------------------------------- | -----------------------------------------------

|355 Lemon Ave., Suite C
     Walnut, CA(Address of principal executive offices) | 91789
(zip code)
|------------------------------------------------------------------------------- | ----------------

Issuer's Telephone Number:  
(646)
330-5859

16027 Arror Hwy, Suite D
Irwindale, CA  91706

---

(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  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         No

As of November 14, 2005 there were
21,450,000 shares of common stock outstanding.

Transitional
Small Business Disclosure Format (check one)

Yes         No

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CHILCO RIVER HOLDINGS
INC. 
September 30, 2005 
INDEX

| |  | PAGE
| |  | ----

|PART I  | FINANCIAL INFORMATION | 1
|-------- | --------------------- | -

| | Item 1. | Unaudited Condensed Consolidated Financial Statements | 1
| | ------- | ----------------------------------------------------- | -

| |  | Balance Sheet as of September 30, 2005 | 1
| |  | -------------------------------------- | -

| |  | Statement of Operations for the nine and three months
                               ended September, 2005 and 2004 | 2
| |  | ------------------------------------------------------------------------------------------------------------------- | -

| |  | Statement of Cash Flows for the nine and three months
                               ended September, 2005 and 2004 | 3
| |  | ------------------------------------------------------------------------------------------------------------------- | -

| |  | Notes to Unaudited Financial Statements | 4
| |  | --------------------------------------- | -

| | Item 2. | Plan of Operation | 8
| | ------- | ----------------- | -

| | Item 3. | Controls and Procedures | 14
| | ------- | ----------------------- | --

|PART II  | OTHER INFORMATION | 14
|--------- | ----------------- | --

| | Item 5. | Other Information | 14
| | ------- | ----------------- | --

| | Item 6. | Exhibits | 15
| | ------- | -------- | --

|SIGNATURES |  | 16
|---------- |  | --

 i 

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ITEM 1  FINANCIAL INFORMATION

CHILCO RIVER HOLDING INC.
Condensed Consolidated Balance Sheets
September 30, 2005
(Unaudited)

|                                                     | 9/30/2005
|---------------------------------------------------- | ---------
|                                                     |          
|ASSETS
Current Assets                                |          
|Cash and Cash Equivalents                            |          
|Accounts Receivable                                  |          
|Inventory                                            |          
|Prepaid Expenses & Other Receivables                 |          
|                                                     |          
|Total Current Assets                                 |          
|                                                     |          
|                                                     |          
|Property, Plant, and Equipment - net of depreciation |          
|                                                     |          
|Other Assets                                         |          
|Deferred Income Tax Assets                           |          
|Prepaid Taxes and Other Assets                       |          
|                                                     |          
|Total Other Assets                                   |          
|                                                     |          
|                                                     |          
|Total Assets                                         |          
|                                                     |          
|LIABILITIES & STOCKHOLDERS' EQUITY                   |          
|Current Liabilities                                  |          
|Accounts Payable                                     |          
|Other Current Liabilities                            |          
|Advance from Shareholder                             |          
|                                                     |          
|Total Current Liabilities                            |          
|                                                     |          
|                                                     |          
|Long-Term Debt                                       |          
|Deferred Income Tax                                  |          
|                                                     |          
|Total Liabilities                                    |          
|                                                     |          
|                                                     |          
|Stockholders' Equity                                 |          
|Common stock, 100,000,000 shares authorized,         |          
|21,450,000 shares issued and outstanding as of       |          
|September 30, 2005                                   |          
|Additional Paid-in-Capital                           |          
|Retained Earnings                                    |          
|Accumulted Other Comprehensive Income                |          
|                                                     |          
|Total Stockholders' Equity                           |          
|                                                     |          
|Total Liabilities and Stockholders' Equity           |          
|                                                     |          

See accompanying notes to financial statements.

 1 

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CHILCO RIVER HOLDINGS INC.
Condensed Consolidated Statement of Operations
For the Three and Nine Months Ended September 30, 2005 and 2004
(Unaudited)

|                                          | Three Months Ending
September 30, | Nine Months Ending
September 30,
|----------------------------------------- | --------------------------------- | --------------------------------
|
|                                          |                                   |                                 
|Revenues                                  |                                   |                                 
|                                          |                                   |                                 
|Operating Expenses                        |                                   |                                 
|Operating Departments                     |                                   |                                 
|General and Administrative                |                                   |                                 
|Bad Debt                                  |                                   |                                 
|Depreciation                              |                                   |                                 
|                                          |                                   |                                 
|Total Operating Expenses                  |                                   |                                 
|                                          |                                   |                                 
|Income from Operation                     |                                   |                                 
|                                          |                                   |                                 
|                                          |                                   |                                 
|Other Income and Expenses                 |                                   |                                 
|Interest Income                           |                                   |                                 
|Other Income/Gains                        |                                   |                                 
|Other Expenses/Losses                     |                                   |                                 
|                                          |                                   |                                 
|Total Other Income                        |                                   |                                 
|                                          |                                   |                                 
|                                          |                                   |                                 
|Income Before Income Tax                  |                                   |                                 
|                                          |                                   |                                 
|Income Taxes                              |                                   |                                 
|                                          |                                   |                                 
|Net Income                                |                                   |                                 
|                                          |                                   |                                 
|Net loss per common share                 |                                   |                                 
|                                          |                                   |                                 
|Weighted Average Shares Outstanding       |                                   |                                 
|                                          |                                   |                                 
|Other Comprehensive Income                |                                   |                                 
|Unrealized gain(loss) on Foreign Currency |                                   |                                 
|Translation, net of tax                   |                                   |                                 
|                                          |                                   |                                 
|Total Comprehensive Income                |                                   |                                 
|                                          |                                   |                                 

See accompanying notes to financial statements.

 2 

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CHILCO RIVER HOLDINGS INC.
CONSOLIDATED CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in US$)

|                                                                  | Nine Months Ending
September 30,
|----------------------------------------------------------------- | --------------------------------
|
|Cash Flows from Operating Activities:                             |                                 
|Net Income                                                        |                                 
|Adjustments to reconcile net income to net cash                   |                                 
|provided by Operating Activities:                                 |                                 
|Depreciation                                                      |                                 
|(Increase) / Decrease in:                                         |                                 
|Accounts Receivable                                               |                                 
|Other Receivable                                                  |                                 
|Inventories                                                       |                                 
|Prepaid Expenses                                                  |                                 
|Other Assets                                                      |                                 
|Increase / (Decrease) in:                                         |                                 
|Accounts Payable                                                  |                                 
|Deferred Income Tax Liabilities                                   |                                 
|Other Current Liabilities                                         |                                 
|                                                                  |                                 
|Net Cash provided by Operating Activities                         |                                 
|                                                                  |                                 
|                                                                  |                                 
|Cash Flows from Investing Activities:                             |                                 
|Purchase of Property, Plant, and Equipment                        |                                 
|                                                                  |                                 
|Net Cash used in Investing Activities                             |                                 
|                                                                  |                                 
|                                                                  |                                 
|Cash flows from financing activities:                             |                                 
|Borrowing from Shareholder                                        |                                 
|Dividends Paid                                                    |                                 
|Proceeds from issuance of common stock-Kubuk Investment           |                                 
|Proceeds from issuance of common stock-Kubuk Gaming               |                                 
|                                                                  |                                 
|Net Cash used by Financing Activities                             |                                 
|                                                                  |                                 
|                                                                  |                                 
|Other Comprehensive income                                        |                                 
|                                                                  |                                 
|Net Increase/(Decrease) in Cash and Cash Equivalents              |                                 
|Cash and Cash Equivalents at the Beginning of Consolidated Period |                                 
|Cash and Cash Equivalents at the End of Consolidated Period       |                                 
|                                                                  |                                 
|Cash balance appropriated for owners of Bruce Grupo               |                                 
|Diversion SAC and Excluded from Cash at the End of Period         |                                 
|                                                                  |                                 
|Cash and Cash Equivalents at the End of Period                    |                                 
|                                                                  |                                 
|Significant Non-cash Transaction:                                 |                                 
|Sale of properties, plant and equipment by Bruce Grupo            |                                 
|Diversion SAC to Kubuk Investment SAC                             |                                 
|                                                                  |                                 

See accompanying notes to financial statements.

 3 

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# Chilco River Holdings, Inc.Notes to the Financial Statements (Unaudited)

PRELIMINARY NOTE

The accompanying condensed
consolidated financial statements have been prepared without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information and
disclosures normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted. In the opinion of
management, the accompanying interim financial statements contain all adjustments,
consisting of normal recurring accruals, necessary for a fair presentation of our
financial position as of September 30, 2005, and our results of operations and cash flows
for the nine-month periods ended September 30, 2005. The results of operations for the
nine-month periods ended September 30, 2005 are not necessarily indicative of the results
for a full-year period. It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto included in the
Companys Annual Audit for the year ended December 31, 2004.

1.  CURRENT EVENT

On July 15, 2005, Chilco River
Holdings, Inc. (the Company) entered into a Share Exchange Agreement with
Kubuk International, Inc. Kubuk owned and operated, through two wholly-owned subsidiaries,
the Bruce Hotel and Casino, located in Lima, Peru. On August 3, 2005, Chilco acquired, by
way of reverse acquisition, 100% of the issued and outstanding capital stock of Kubuk in
exchange for the issuance of 19,250,000 split-adjusted shares of common stock (the
Exchange Shares). Under the terms of the Agreement, the former Kubuk
shareholders entered into an escrow agreement dated August 3, 2005, under which 8,250,000
Exchange Shares were placed into escrow subject to satisfying certain obligations under
the Agreement. The former Kubuk shareholders placed 5,000,000 Exchange Shares into escrow
to secure obligations to raise $5,000,000 at a minimum share price of $1.00 per share,
2,000,000 Exchange Shares into escrow to satisfy certain obligations to consultants to
Kubuk (see SUBSEQUENT EVENT), and 1,250,000 Exchange Shares in escrow for the purpose of
exercising certain co-sale rights granted by Chilco. Directors of Chilco returned, for no
consideration, 3,964,000 split-adjusted shares of common stock to the Company for
cancellation.

Concurrently, Chilco received bridge
loans of $100,000. On August 3, 2005, Chilco issued 50,000 split-adjusted shares of common
stock at a price of $2.00 per share in full satisfaction of the bridge financing.

Following the shares exchange, Chilco
continued as the surviving corporation and the separate corporate existence of Kubuk
ceased. Prior to the merger, Chilco had no substantial assets, nominal operations.
Accordingly, the transaction is treated as a reverse acquisition and has been accounted
for as a recapitalization rather than a business combination. The historical financial
statements of Kubuk will be the historical statements of new Chilco.

Due to the Agreement and the
significance of the Companys operations, the development stage status of
Chilco is no longer in effect. The development stage disclosures are no longer required in
the Companys current status.

 4 

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2.   PRINCIPLES OF
CONSOLIDATION

The consolidated financial statements
are prepared to include the accounts of the Companys two wholly-owed Peruvian
subsidiaries, Kubuk Investments SAC and Kubuk Gaming SAC, as of and for the nine-month
period ending September 30, 2005. All significant inter-company balances and transactions
during the nine-month period have been eliminated.

3.  
SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN ACCOUNTING PRINCIPLES FOLLOWED BY THE
COMPANY AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The financial statements of the
Companys two wholly owned subsidiaries were originally prepared in accordance with
Peruvian GAAP, which differs in certain respects from U.S. GAAP.

Peruvian GAAP  Peruvian GAAP
require the restatement of assets and liabilities into constant Peruvian Nuevos Soles as
of the date of the last financial statements presented. All non-monetary assets and
liabilities and income statement amounts have been restated to reflect changes in the
Peruvian wholesale price index, from the date the assets were acquired or the liabilities
were incurred to the year-end. The purchasing power gain (loss) included in income (loss)
reflects the effect of Peruvian inflation on the monetary liabilities of the Company
during the year.

U.S. 
          GAAP  Under U.S. GAAP, account balances and transactions are stated in the
          units of currency of the period when the transactions are originated. This
          accounting model is commonly known as the historical cost basis of accounting.
          The US GAAP reconciliation of net income and shareholders equity does not
          reflect as a difference the effect of the general price level restatement.

The consolidated financial statements
presented herein have been restated in accordance with US GAAP.

4.  SIGNIFICANT ACCOUNTING
POLICIES

|(a) |  | Use
of Estimates
|--- |  | ----------------

| | The
preparation of the Companys financial statements in conformity with generally
accepted accounting principles in the United States requires management of the Company to
make certain estimates and assumptions. These estimates and assumptions affect the
reported amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the consolidated financial statements, as well as the reported
amounts of revenue and expenses during the reporting period. Actual results could differ
from those estimates.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Inventories
|--- |  | -----------

| | Inventories
are presented at adjusted cost or market value, whichever is lower. Cost is established
based on either the last-in, first out assumption or, in certain cases, specific
identification method.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 5 

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4.   SIGNIFICANT ACCOUNTING
POLICIES, Continued

|(c) |  | Properties,
Plant and Equipment
|--- |  | -------------------------------

| | Properties,
plant and equipment are stated at the adjusted cost or market value, whichever is lower.
Depreciation is calculated based on straight-line method over the properties
estimated useful lives, which range from 5 to 7 years for machinery and equipment and 39
years for building and building improvements. Betterment or improvements to properties are
capitalized to properties, plant and equipment accounts. Repairs and maintenance costs are
charged to expense accounts.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Certain
long-lived assets of the Company are reviewed at least annually as to whether their
carrying values have become impaired in accordance with Statement of Financial Accounting
Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. Management considers assets to be impaired if the carrying value exceeds the
undiscounted projected cash flows from operations. If impairment exists, the assets are
written down to their fair value or the projected discounted cash flows from related
operations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Comprehensive
Income and Foreign Currency Translation
|--- |  | -----------------------------------------------------

| | The
financial statements of the two wholly owned subsidiaries were originally stated in the
Peruvian currency Nuevos Soles and have been translated to US Dollars, according to
Statements of Financial Accounting Standards No. 52: Foreign Currency
Translation, for all periods presented. The major component of the Companys
other comprehensive income are foreign currency (Peruvian Nuevos Soles) translation
adjustments.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) |  | Revenue
Recognition and Promotional Allowances
|--- |  | ----------------------------------------------

| | Casino
revenue is the aggregate net difference between gaming wins and losses, with liabilities
recognized for funds deposited by customers before gaming play occurs (casino front
money) and for chips in the customers possession (outstanding chip
liability). Hotel, food and beverage, entertainment and other operating revenues are
recognized as services are performed.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | Income
Taxes
|--- |  | ------------

| | Provisions
for income taxes include taxes which have been incurred under United States and Peruvian
tax regulations, and are based on taxes payable or refundable for the current year and
deferred taxes on temporary differences between the amount of taxable income and pretax
financial income and between the tax basis of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and liabilities are included in
the financial statements at currently enacted income tax rates applicable to the period in
which the deferred tax assets and liabilities are expected to be realized or settled as
prescribed in FASB Statement No. 109, Accounting for Income Taxes. As changes in tax laws
or rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes. A valuation allowance is recognized if it is more likely than
not that some portion or the entire deferred tax asset will not be realized.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

 6 

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4.   SIGNIFICANT ACCOUNTING
POLICIES, Continued

|(g) |  | Concentration
of Credit Risk
|--- |  | ----------------------------

| | The
Company maintains substantially all of its day-to-day operating cash balances with
Peruvian commercial banks and financial institutions. The banks or financial institutions
may not provide sufficient deposit insurance coverage on the Companys cash
positions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.   SUBSEQUENT EVENT

According to the terms of the Share
Exchange Agreement, 2,000,000 of the Exchange Shares in escrow (see CURRENT EVENT) were to
be cancelled if the consultants did not raise financing of $5,000,000 by approximately
November 3, 2005. As this requirement was not accomplished by that date, these shares were
subsequently cancelled and returned to the Companys treasury.

 7 

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Item 2.    Plan of Operation.

All
statements other than statements of historical or current facts included in this report on
Form 10-QSB or incorporated by reference herein, including, without limitation, statements
regarding our future financial position, business strategy, budgets, projected costs and
plans and objectives of management for future operations, are forward-looking statements.
Forward-looking statements generally can be identified by the use of forward-looking
terminology such as may, will, expect,
intend, estimate, anticipate, believe or
continue or the negative thereof or variations thereon or similar terminology.
These statements involve known and unknown risks, uncertainties and other factors that may
cause our actual results and performance to be materially different from any future
results or performance expressed or implied by these forward-looking statements. These
factors include, among other things, those matters discussed under the caption Risk
Factors attached hereto as Exhibit 99.1 as well as the following:

| |  |  | the
impact of general economic conditions in the Peru;
| | - |  | ------------------------------------------------------

| |  |  | industry
conditions, including competition;
| | - |  | -------------------------------------------

| |  |  | business
strategies and intended results;
| | - |  | -----------------------------------------

| |  |  | our
ability to integrate acquisitions into our operations and management;
| | - |  | -------------------------------------------------------------------------

| |  |  | risks
associated with the hotel industry and real estate markets in general;
| | - |  | ----------------------------------------------------------------------------

| |  |  | the
impact of terrorist activity or war, threats of terrorist activity or war and responses
to terrorist activity on the economy in general and the travel and hotel industries in
particular;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | travelers'
fears of exposure to contagious diseases;
| | - |  | ----------------------------------------------------

| |  |  | legislative
or regulatory requirements; and
| | - |  | -------------------------------------------

| |  |  | access
to capital markets.
| | - |  | --------------------------

Although we believe that these
statements are based upon reasonable assumptions, we can give no assurance that our goals
will be achieved. Given these uncertainties, prospective investors are cautioned not to
place undue reliance on these forward-looking statements. These forward-looking statements
are made as of the date of this report. We assume no obligation to update or revise them
or provide reasons why actual results may differ.

We, us,
our, the Company and the Registrant in this report
refers to Chilco River Holdings Inc. and its subsidiaries, as the context requires.

Overview

We
were incorporated on May 8, 2003 under the laws of the State of Nevada. We maintain our
registered agents office at 6100 Neil Road, Suite 500, Reno, Nevada 89511, and our
principal executive office is located at 16027 Arrow Hwy Suite D, Irwindale, CA 91706, and
an office at the Bruce Hotel & Casino at Jiron Francisco Bolognesi # 171-191 in the
Miraflores District, Province and Department of Lima.

| | Our
Mineral Exploration Business
| | --------------------------------

Since
our inception until the acquisition of the Bruce Hotel & Casino described below, we
have been engaged in the business of acquiring mineral exploration properties. We
owned all rights, title and interest in one property located in British Columbia,
Canada. We purchased all right, title and interest in one unpatented claim in the New
Westminster Mining Division of the Province of British Columbia, known as the PEG Claim
under an agreement dated November 3, 2003. The claim consists of 16 units located in
southwestern British Columbia, Canada, from Nicholson & Associates of Vancouver,
British Columbia, subject to a 2-1/2% net smelter royalty and a 7-1/2% gross rock revenue
royal from the sale of rock and gravel to NIC. We have the right to reduce the net smelter
royalty to 1% by paying Nicholson & Associates $1 million within 12 months from the
date we commence commercial production on the property. We agreed to pay advance royalties
of $25,000 annually commencing on November 3, 2006. Nicholson & Associates agreed to
provide to us with geological consulting services for the claims and to maintain the
claims in good standing for at least 24 months from the recording date of claim.

We
completed an initial exploration program on the PEG Claim, at a cost of $2,854. A report
has been prepared which recommended a further two-stage program. We will not be able to
determine whether or not our mineral claim contains a commercially exploitable mineral
deposit until appropriate further exploratory work is done and an economic evaluation
based on that work concludes economic viability. This property is an exploration stage
property with no known ore reserves.

 8 

---

We were
unable to secure funding to conduct additional exploration work on the PEG Claim and we
suspended work on the PEG Claim. Our management began exploring other business
opportunities at the beginning of 2005.

| | Forward
Stock Split
| | -------------------

On
July 11, 2005 at 5:00 p.m. (Eastern Standard Time)(Record Date), we effected a 2 for 1
forward stock split of our issued and outstanding shares of common stock, par value
$0.001, by way of share dividend payable upon surrender of certificates pursuant to
Section 78.215 of the Nevada General Registrant Law. The share dividend is payable upon
surrender of the outstanding share certificates. Shareholders are required to surrender
their existing share certificates representing shares of common stock issued before the
Record Date by tendering the such share certificates to our transfer agent. Upon surrender
of the outstanding share certificates representing the issued and outstanding shares of
common stock held by shareholders on the Record Date, our transfer agent will issue new
share certificates giving effect to the share dividend so that each one share of common
stock of the Registrant issued and outstanding prior to the Record Date shall represent
two post-split shares of our common stock. Immediately prior to the stock dividend, we had
3,057,000 shares of common stock issued and outstanding. After giving effect to the stock
dividend, we had 6,114,000 shares of common stock issued and outstanding.

| | Acquisition
of Bruce Hotel & Casino
| | -----------------------------------

On
July 15, 2005, we entered into a Share Exchange Agreement with Kubuk International, Inc.,
a California Registrant; its Shareholders (Tom Liu, David Liu, Lee Kuen Cheung, Wai Yung
Lau, Zheng Liu, Yizhi Zeng, Luisa Wong, Jack Xu, Yong Yang and Guoxiu Yan); and Tom Liu, as
Shareholders Representative. Under the terms of the Share Exchange Agreement, we agreed to
acquire all of the issued and outstanding capital stock of Kubuk from the Shareholders.
Kubuk owns and operates, through its wholly-owned subsidiaries, Kubuk Investment SAC and
Kubuk Gaming SAC, the Hotel Cinco Estrellas in Lima, Peru (also known as the Bruce Hotel
and Casino), and owns all of the assets, licenses and other rights used in connection with
the business of the Bruce Hotel and Casino. See, the Form 8-K filed with the Securities
and Exchange Commission on August 9, 2005, as amended on August 11, 2005 and October 14,
2005, for a complete description of the terms of the acquisition.

Closing
of Share Exchange. On August 3, 2005, we completed the acquisition of Kubuk International
Inc. in accordance with the terms of the Share Exchange Agreement. Pursuant to the Share
Exchange Agreement, the Registrant acquired all of the outstanding capital stock and other
equity interests of Kubuk from the Shareholders by issuing 19,250,000 Exchange Shares as
consideration on the terms and subject to the conditions set forth in the Share Exchange
Agreement. Kubuk had 51,000,400 shares of common stock issued and outstanding, and the
Shareholders received 0.3749970588 Exchange Shares for each share of Kubuk common stock
tendered. No fractional shares were issued to Kubuk shareholders.

Escrow
Arrangements. Under the terms of the Share Exchange Agreement, the Registrant, Kubuk, the
Shareholders, the Principal Shareholders (Tom Liu and David Liu)
and Wasserman, Comden, Casselman & Pearson,
LLP, as Escrow Agent, entered into an escrow agreement dated August 3, 2005,
under which the Shareholders were required to place shares of common stock issued in the
Share Exchange into escrow to satisfy certain obligations under the Share Exchange
Agreement. The Shareholders placed a total of 5,000,000 Exchange Shares into escrow to
secure certain obligations by the Registrant and the Principal Shareholders to raise $5,000,000
at a minimum share price of $1.00 per share and 2,000,000 Exchange Shares into escrow to
satisfy certain obligations to consultants to Kubuk. The Principal Shareholders
contributed a total of 1,250,000 Exchange Shares into escrow for the purposes of
exercising certain co-sale rights granted by the Registrant to the Principal Shareholders.
See, Item 1.01 Entry into a Material Definitive Agreement  Escrow
Agreement in the Form 8-K filed with the Securities and Exchange Commission on
August 9, 2005, as amended on August 11, 2005 and October 14, 2005, for a complete
description of the terms of the escrow.

Share
Contribution. In connection with the closing of the Share Exchange, Gavin Roy, the
founding shareholder of the Registrant, and two former officers and directors agreed to
contribute an aggregate of 3,964,000 shares of the Registrants common stock to the
Registrant as an additional capital contribution and the Registrant agreed to accept the
Capital Contribution. The shares were cancelled effective as of August 3, 2005.

Director
and Officer Appointments. The Registrant appointed five new directors to its Board of
Directors: Tom Liu, Wai Yung Lau, Jack Xu , Yong Yang and Sean Sullivan. Robert Krause
resigned as a member of the Registrants Board of Directors. After Closing, the
Registrants Board of Directors consists of six members, the

 9 

---

newly appointed board members and
Gavin Roy. Tom Liu was appointed as the Registrants Chairman and Chief Executive
Officer effective immediately upon Closing. See, the Schedule 14f-1 filed on September 13,
2005 for a description of the appointments on the change of control.

Proposed
Financings. The Registrant intends to secure financing in the amount of $5,000,000 in one
or more transactions as soon as practicable on terms acceptable to us and the Shareholders
(the Financing Transaction ), and to raise an additional $20,000,000 (the
Subsequent Financing Transaction) for working capital purposes. The Registrant
intends to use the proceeds from these transactions, if any, to implement a plan by
Kubuks management to expand, renovate and modernize the current facilities of the
Bruce Hotel & Casino. As of the date of Closing, the Registrant had no firm
commitments with respect to the Financing Transaction or the Subsequent Financing
Transaction.

| | History
of the Bruce Hotel & Casino
| | -----------------------------------

Kubuk,
through its wholly-owned subsidiaries, Kubuk Investment SAC and Kubuk Gaming SAC, own all
of the assets of and operates the Bruce Hotel & Casino. Kubuk acquired the Bruce Hotel
& Casino from Bruce Grupo Diversion S.A.C., a corporation owned and controlled by
David Liu. Bruce Grupo Diversion S.A.C. operated the Bruce Hotel & Casino since 2002.
The Bruce Hotel & Casino has been in operation since 1997.

The
Bruce Hotel & Casino is located Jiron Francisco Bolognesi # 171-191 in the Miraflores
District, Province and Department of Lima, approximately 30 minutes from Jorge Charvez
International Airport in the heart of Miraflores. The Bruce Hotel & Casino is a
destination hotel location for visitors traveling to the Republic of Peru,
particularly, those from the Peoples Republic of China. The Bruce Hotel & Casino
business consists of a hotel, restaurants, a gaming casino and real property.

On
August 04, 2001, Bruce Grupo Diversion S.A.C. and Kubuk Investment S.A.C. entered into a
sell and purchase agreement of the real property at Jiron Francisco Bolognesi # 171-191 in
the Miraflores District, Province and Department of Lima, the 14 story building is the
location of the Bruce Hotel & Casino was contributed into Kubuk Investment S.A.C. The
sell and purchase agreement was registered into the Public Records of Lima, and was
notarized by Dra. Maria Soledad Perez Tello. The purchase price was $2,904,000.00 and was
divided into five quotas after the initial payment of $400,000. The entire quota was paid
off on May 21, 2005.

In
Febuary of 2005, Bruce Grupo Diversion S.A.C. and Kubuk Investment S.A.C. entered a sale
and purchase agreement of the real property at Jiron Francisco Bolognesi # 155-191 in the
Miraflores District, Province and Department of Lima, the 7 story building along with
parking garage was the location of Bruce Grupo Diversion S.A.C. and was contributed into
Kubuk Investment S.A.C. The sale and purchase agreement was registered into to the Public
Records of Lima, and was notarized by Dr. Fredy Cruzado Rios. The purchasing price was
$400,000 and was paid.

The
personal property and movable property necessary for the operation of a hotel and casino
were transferred to Kubuk Investment and Kubuk Gaming in 2005.

On
June 15, 2005, all of the issued and outstanding shares of capital stock of Kubuk
Investment S.A.C. and Kubuk Gaming S.A.C. were acquired by Kubuk Investment S.A.C. in a
share exchange by which the stockholders of Kubuk Investment and Kubuk Gaming acquired the
voting common stock of Kubuk International in exchange for the common stock of Kubuk
International.

On
July 1, 2005, the Peruvian gaming authority (MINCETUR) issued a gaming license to Kubuk
Gaming S.A.C.

Prior
to signing the Share Exchange Agreement, Kubuk International developed a plan to expand, renovate and
modernize the current facilities of the Bruce Hotel & Casino and temporarily suspended
the operation of the gaming room in March 2005. We acquired Kubuk International and intend to raise capital to fund the
expansion, renovation and modernization of the Bruce Hotel & Casino.

 10 

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Explanatory Note on
Financial Statements

The
condensed consolidated financial statements included in this quarterly report on Form
10-QSB have been prepared without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and disclosures normally included
in financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. In the opinion of management, the accompanying
interim financial statements contain all adjustments, consisting of normal recurring
accruals, necessary for a fair presentation of our financial position as of September 30,
2005, and our results of operations and cash flows for the nine-month periods ended
September 30, 2005. The results of operations for the nine-month periods ended September
30, 2005 are not necessarily indicative of the results for a full-year period. It is
suggested that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Companys Annual Audit for the
year ended December 31, 2004.

Following
the shares exchange, the Registrant continued as the surviving corporation and the
separate corporate existence of Kubuk International, Inc. ceased. Prior to the merger, the
Registrant had no substantial assets, nominal operations. Accordingly, the transaction is
treated as a reverse acquisition of the Registrant and has been accounted for as a
recapitalization rather than a business combination. The historical financial statements
of Kubuk International, Inc. will be the historical statements of new Chilco River
Holdings, Inc.

Due
to the Agreement and the significance of the Companys operations, the
development stage status of Chilco is no longer in effect. The development
stage disclosures are no longer required in the Companys current status. Historical
results of operations for Chilco River Holdings, Inc. may differ materially from future
results.

Plan of Operation

We
intend to continue the operations of the Bruce Hotel and Casino over the next twelve
months and beyond. The Bruce Hotel & Casino is located at Jiron Francisco Bolognesi #
171-191 in the Miraflores District, Province and Department of Lima, approximately 30
minutes from Jorge Charvez International Airport in the heart of Miraflores. The Bruce
Hotel & Casino is a destination hotel and casino location for visitors
traveling to the Republic of Peru and caters to visitors from the Peoples Republic
of China.

The
Bruce Hotel & Casino is a full service hospitality facility with standard and premium
lodging accommodations (rooms and suites). In addition, the hotel encompasses several
dining facilities and a full featured Gambling Casino with traditional gaming tables and
slot machines.

Hotel.
The Bruce Hotel & Casino is a 60 room full service hospitality facility with standard
and premium lodging accommodations (rooms and suites) and dining facilities. The amenities
include guest suites and rooms, sauna, air conditioning, mini-bar, telephone, hair dryer,
wake-up service/alarm-clock, radio, satellite TV and safe deposit boxes. The hotel can
accommodate 200 guests. In addition, the hotel offers a gaming room, meeting/banquet
facilities and a barber/beauty shop. The room fare ranges from $70 for a standard room to
$95 for an executive suite.

The
area surrounding the Bruce Hotel and Casino is primarily urban infrastructure, such as
asphalt roads, concrete sidewalks, city water and sewage, public electricity and garbage
collection as well as phone lines. The Bruce Hotel and Casino is located on commercial
property and is located on a major thoroughfare. Miraflores District is one of the most
important financial and commercial centers of Lima and approximately 20 minutes from the
historical center of Lima.

Restaurants.
The Bruce Hotel & Casino features two full service restaurants serving Chinese and
international cuisine. The restaurants seat 200 guests, respectively. The Bruce Hotel
& Casino holds a retail liquor license.

Gaming
Casino. The gaming casino is a full featured casino with 20 traditional gaming tables
(blackjack, roulette, craps and poker) and approximately 220 slot machines. The casino is
located on the second floor of the

 11 

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Hotel and is approximately 622 square
meters. The casino features two full bars, VIP area and can accommodate 300 guests.

The
gaming casino operates under a gaming license issued to Kubuk Gaming SAC by the Republic
of Peru. The gaming casino is currently closed for remodeling and is scheduled to reopen
to the public in the fourth quarter of 2005.

Slot
Room. The slot room is located on the first floor of the Hotel next to the lobby. The slot
room features 212 slot machines and can accommodate approximately 300 guests.

Real
Property. Kubuk owns all of the real property and assets used in the operation of the
Bruce Hotel & Casino. The property consists of one seven-story building and one
fourteen-story building that are physically connected and have been configured for use as
a hotel, casino and office space. The property also includes a parking garage. Kubuk owns
all of the fixtures, improvements, systems, furniture, gaming machines and gaming tables
and the other contents currently used in the business of the Bruce Hotel & Casino.

Satisfaction
of cash obligations for the next 12 months. We intend to use a combination of
available cash and additional financing to meet obligations over the next twelve months.
We intend to secure financing in the amount of $5,000,000 in one or more
transactions as soon as practicable on terms acceptable to us (the Financing
Transaction), and to raise an additional $20,000,000 (the Subsequent Financing
Transaction). The company intends to use the proceeds from these transactions, if
any, to expand, renovate and modernize the current facilities of the Bruce Hotel &
Casino. As of the date of this report, we had no firm commitments with respect to the
Financing Transaction or the Subsequent Financing Transaction.

Summary
of any product research and development that we will perform for the term of the plan. The
company does not anticipate performing any significant product research and development
under its plan of operation.

Expected
purchase or sale of plant and significant equipment. The company does not anticipate the
purchase or sale of any plant or significant equipment, as such items are not required by
the Company at this time or in the next 12 months.

Significant
changes in number of employees. The company currently does not anticipate substantial
changes in the number of employees.

Results of Operations for the Nine
and Three Months Ended September 30, 2005 and 2004.

The
Company had revenues of $3,758,818 during the nine months ended September 30, 2005,
compared to revenues of $8,897,409 during the same period in 2004. The Company had
revenues of $1,097,123 during the three months ended September 30, 2005, compared to
revenues of $2,245,038 during the same period in 2004. Overall revenues were down 57.8%
for the nine month comparative periods and 38% for the three month comparative periods.
The lower revenues during the nine and three month periods in 2005 compared to 2004, was a
direct result of the closure of the Companys casino floor  for
renovation in March 2005.

Operating
expenses during the nine and three months ended September 30, 2005, were $2,110,569 and
$778,212, respectively, compared to $3,016,017 and $832,241, respectively, for the same
periods in 2004. Consequently, income from operation for the nine month and three month
periods ended September 30, 2005 was $1,648,249 and $318,911, respectively, compared to
$5,881,392 and $1,412,797, respectively, for the same periods in 2004. Income from
operation as a percentage of revenue for the nine month and three month periods ended
September 30, 2005 was 43.85% and 29.07%, respectively, compared to 62.1% and 62.93%,
respectively, for the same periods in 2004. The lower income from operation during the
nine and three month periods in 2005 compared to 2004, was a direct result of the closure
of the Companys casino floor in March 2005 for renovation.

Net
income, after other income and expenses, was $1,144,026 ($0.05 per share) for the nine
month period ended September 30, 2005 and $189,036 ($0.01 per share) for the three months
ended September 30, 2005,

 12 

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compared to $4,139,698 ($0.21 per
share) for the same nine month period and $996,730 ($0.05 per share) for the three months
in 2004. The Company paid income taxes of $534,228 and $127,170 for the nine and three
month periods ended September 30, 2005, respectively, and $2,004,494 and $482,629 for the
nine and three month periods ended September 30, 2004, respectively, which were the
primarily adjustments affecting net income.

The
Company had a gain on foreign currency translation of $715,570 during the nine month
period ended September 30, 2005, compared to a $492,478 gain during the same period in
2004. The Company had a loss on foreign currency translation of $466,005 during the three
month period ended September 30, 2005, compared to a $220,054 gain during the same period
in 2004.

The
Companys revenues during the periods after the closure of the Companys casino
floor in March 2005 was principally derived from hotel, restaurant and slot machine
revenues. The Company does not anticipate that revenues will return to historical levels
until the renovation of its casino floor is completed. The Company has several fixed costs
related to its operations, which resulted in higher operating expenses and lower operating
revenue as a percentage of sales. The Company anticipates that its expenses as a
percentage of sales will remain at approximately the same level until its casino floor is
fully operational. The Company is currently seeking to raise between $5 million and
$25,000,000 in capital to expand, renovate and modernize the current facilities of the
Bruce Hotel & Casino. The Company has no firm commitments to raise such capital to
complete such renovations. If the Company is successful in raising the capital required
for the renovations, the Company may temporarily close its entire operations for up to two
months to complete the renovation. Such a closure is expected to have a material impact on
the results of operations during the periods in which the operations are suspended.
However, the Company anticipates that renovation will improve the Companys revenues
and profitability when complete.

Liquidity and Capital
Resources

Prior to the acquisition of the Bruce
Hotel & Casino, the Company, as a development company, relied upon outside funding to
support our continued operations. After completing the acquisition, the Company believes
it has sufficient cash flows from operations to fund its working capital requirements.
However, the Company plans on completing a comprehensive renovation of the Bruce Hotel
& Casino to improve its results of operations and will require additional capital to
complete the remodel of the casino and resume operations of the casino floor. The Company
is currently seeking to raise between $5 million and $25,000,000 in capital. The Company
has no firm commitments to for such financing.

Cash flow from operations during the
nine months ended September 30, 2005, were significantly lower that cash flow from
operations during the same period in 2004. The Companys revenues during the periods
after the closure of the Companys casino floor in March 2005 was principally derived
from hotel, restaurant and slot machine revenues. The Company does not anticipate that
revenues will return to historical levels until the renovation of its casino floor is
completed. The Company has several fixed costs related to its operations, which resulted
in higher operating expenses and lower operating revenue as a percentage of sales. The
Company anticipates that its cash flow from operations will remain at approximately the
same level until its casino floor is fully operational.

As of September 30, 2005, the Company
had current assets of $1,203,182, including cash and cash equivalents of $1,082,577, and
current liabilities of $121,643. The Company had working capital of $1,081,539. The
Company had long-term debt of $127,500. The Company believes that its cash flow from
operations and its working capital will be sufficient to fund its cash requirements for
the next twelve months and beyond.

Off-Balance Sheet
Arrangements

The Company
had no off-balance sheet transactions.

| | Subsequent
Events
| | -----------------

Subsequent
to September 30, 2005, the Company issued a notice of default under the terms of the
Escrow Agreement related to an aggregate of 2,000,000 shares of common stock placed into
escrow (the Rightholder Escrow Shares) in connection with the Share Exchange.
Kubuk International, Inc. had obligations to Nefilim

 13 

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Associates, LLC, a Massachusetts
limited liability company, T Morgan LLC, a Delaware limited liability company, and Sean
Sullivan (the Rightholders ) to issue capital stock of Kubuk or an entity
acquired by or acquiring Kubuk (collectively, the Consultant Rights ) upon
satisfaction of certain conditions under the terms of Consulting Agreements dated May 9,
2005 with respect to Sean Sullivan, May 19, 2005 with respect to Nefilim Associates, LLC
and June 1, 2005 with respect to T Morgan LLC (collectively, the Consultant
Agreements). Under the terms of the Shares Exchange, the shareholders of Kubuk
agreed to place the Rightholder Escrowed Shares in to escrow to satisfy the obligations of
Kubuk under the Consultant Agreements. The Rightholder Escrowed Shares were to be released
from the Rightholder Escrow as follows:

| | (i) |  | the
Escrow Agent shall release the Rightholder Escrow Shares to the
               Rightholders, if the Company has raised a total of $5,000,000 in the
Financing                Transaction for the Company within thirty (30) days of the
Company delivering                the Kubuk Financials to the Company, subject to a
redemption and cancellation                right by the Company with respect to sixty
percent (60%) of the Rightholder                Escrow Shares, if the Company has not
raised a total of $5,000,000, $10,000,000,                $15,000,000 and $20,000,000
(which amount shall include the proceeds paid to the                Shareholder
Principals under the co sale rights), in the Subsequent Financing
               Transaction for the Company within six (6) or twelve (12) months from the
               Closing Date; and
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii) |  | the
Escrow Agent shall release one hundred percent (100%) of the Rightholder
               Escrow Shares to the Company for cancellation if the Company has not
raised a                total of $5,000,000 in the Financing Transaction for the Company
within thirty                days of the Company delivering the Kubuk Financials to the
Company.
| | ---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
Company failed to raise a total of $5,000,000 in the Financing Transaction for the Company
within thirty days of the Company delivering the Kubuk Financials to the Company. The
Company anticipates that the 2,000,000 Rightholder Escrow Shares will be tendered to the
Company for cancellation prior to November 30, 2005.

Item 3.   Controls and
Procedures

We
maintain disclosure controls and procedures designed to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the specified time periods. As of the
end of the period covered by this report, our responsible officers evaluated the
effectiveness of our disclosure controls and procedures. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our responsible officers
concluded that our disclosure controls and procedures are effective.

There
were no significant changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

PART II  OTHER
INFORMATION

Items 1 through 4 of Part II are not
applicable.

Item 5.   Other Information

CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL MATTERS

Information
required by Item 304 of Regulation S-B.

Effective
on or about November 11, 2005, we terminated the services of our principal independent
auditor, Manning Elliot, Chartered Accountants of Vancouver, British Columbia
(Former Accountant).

 14 

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No
adverse opinion or disclaimer of opinion was issued during the past two years by the
Former Accountant, and no opinion of the Former Accountant was qualified or modified as to
uncertainty, audit scope or accounting principles.

The
change in auditors was recommended by our Board of Directors.

During
the two most recent fiscal years and the interim period preceding such dismissal, we are
not aware of any disagreements with the Former Accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of the Former Accountant, would
have caused it to make references to the subject matter of the disagreement(s) in
connection with its report.

The
Company is not aware of any reportable events (as defined in Item 304 (a)(1)(iv)(B) of
Regulation S-B) that have occurred during the two most recent fiscal years and the interim
period preceding the dismissal of the Former Accountant.

We
have engaged MantylaMcRenolds LLP, Salt Lake City, Utah, as our new principle independent
accountant effective on or about November 11, 2005, to audit our financial records for the
year ending December 31, 2005. During the two most recent fiscal years and the interim
period preceding the appointment of the New Accountant, we have not consulted the New
Accountant regarding either:

| |  |  | The
application of accounting principles to a specified transaction, either completed or
proposed; or the type of audit opinion that might be rendered on our financial
statements, and neither a written report nor oral advice was provided to us that we
considered an important factor in reaching a decision as to the accounting or financial
reporting issue; or
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Any
matter that was either the subject of a disagreement or event (as defined in Regulation
S-B, Item 304 (a)(1)(iv)(A)).
| | - |  | -------------------------------------------------------------------------------------------------------------------------

The
Company has provided the Former Accountant with a copy of the foregoing disclosures and
has requested in writing that the Former Accountant furnish it with a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the foregoing
statements made by the Company. A copy of the letter of the Former Accountant to the
Securities and Exchange Commission, will be filed by the Company upon receipt.

Item 6.   Exhibits

|a) |  | Exhibits
|-- |  | --------

|Number | Description
|------ | -----------

|31.1 | Certification of Chief Executive Officer and Principal Financial Officer pursuant to Rule
13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as
amended.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.1 | Certification of Chief Executive Officer and Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act
|---- | --------------------------------------------------------------------------------------------------------------------------

|99.1 | Risks Related to Our Business
|---- | -----------------------------

 15 

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SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Chilco River Holdings Inc.

By:  /s/ Tom Yu Liu
       Tom Yu Liu, Chief Executive Officer
       (On behalf of the registrant and as 
       principal executive officer)

Date:   November 14, 2005

 16 

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