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

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

CADDYSTATS, INC.
(Name of small business issuer in its charter)

          Delaware                      2741                    20-5034780
________________________________________________________________________________
(State or Other Jurisdiction         (Primary Standard           (IRS Employer
       of Organization           Industrial Classification     Identification #)
                                           Code)

             CADDYSTATS, INC.                     VALIS INTERNATIONAL, INC.
         105-501 Silverside Road,                 105-501 Silverside Road,
          Wilmington, DE, 19809                     Wilmington, DE 19809
              (877) 903-8600                           (302) 792-0175
________________________________________________________________________________
(Address and telephone of registrant's    (Name, address and telephone number of
          executive office)                         agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS

PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT

INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE

"RISK FACTORS" BEGINNING AT PAGE 7 OF THIS PROSPECTUS.

If this Form is filed to register additional securities for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made under Rule 434, please check the following box. [ ]


CALCULATION OF REGISTRATION FEE

Securities to be   Amount To Be   Offering Price     Aggregate      Registration
   Registered       Registered     Per Share[1]    Offering Price      Fee[2]
________________________________________________________________________________
Common Stock by     4,000,000         $ 0.02          $ 80,000         $ 8.56
Company

[1] The offering price has been arbitrarily determined by the company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

[2] Estimated solely for the purpose of calculating the registration fee based on Rule 457 (o).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

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PROSPECTUS

CADDYSTATS, INC.

SHARES OF COMMON STOCK

4,000,000 SHARES OF COMMON STOCK ARE OFFERED FOR SALE BY THE COMPANY

Prior to this registration, there has been no public trading market for the common stock of CaddyStats, Inc. ("CaddyStats"). CaddyStats's common stock is not presently traded on any market or securities exchange. CaddyStats is registering 4,000,000 shares of its common stock for sale to the public. The company is selling all of the shares. The price for the shares will be $0.02 per share until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange.

CaddyStats may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. CaddyStats will receive all proceeds from the sale of the shares being registered.

The securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 7.

PRIOR TO THIS REGISTRATION, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON STOCK. CADDYSTATS'S COMMON STOCK IS PRESENTLY NOT TRADED ON ANY MARKET OR SECURITIES EXCHANGE.

PLEASE READ THIS PROSPECTUS CAREFULLY.

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is April 5, 2007.

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TABLE OF CONTENTS

                                                                        Page No.
PART I

Summary of our Prospectus ..............................................    5
The Offering ...........................................................    5
Summary of Financial Information .......................................    6
Risk Factors ...........................................................    7
Forward Looking Statements .............................................   14
Available Information ..................................................   15
Use of Proceeds ........................................................   15
Determination of the Offering Price ....................................   15
Dilution ...............................................................   16
Offering by the Company ................................................   17
Plan of Distribution; Terms of the Offering ............................   17
Legal Proceedings ......................................................   18
Directors, Executive Officers, Promoters and Control Persons ...........   18
Executive Compensation .................................................   19
Principal Stockholders .................................................   20
Description of Securities ..............................................   21
Description of Business ................................................   23
Management's Discussion and Analysis of our Financial Condition
and the Results of our Operations ......................................   24
Description of Property ................................................   26
Certain Transactions ...................................................   26
Litigation .............................................................   26
Experts ................................................................   26
Financial Statements ...................................................   26

PART II: INFORMATION NOT REQUIRED IN THIS PROSPECTUS STATEMENTS

Exhibits ...............................................................   29
Undertakings ...........................................................   29
Signatures .............................................................   30

DEALER PROSPECTUS DELIVERY OBLIGATION

Until , (90 days after the effective date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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SUMMARY OF OUR PROSPECTUS

This summary provides an overview of selected information contained elsewhere in this prospectus. It does not contain all the information you should consider before making a decision to purchase the shares we are offering. You should very carefully and thoroughly read the more detailed information in this prospectus and review our financial statements contained herein.

SUMMARY INFORMATION ABOUT CADDYSTATS, INC.

CaddyStats, Inc. ("CaddyStats," "the company," or "we,") was incorporated in the State of Delaware as a for-profit company on June 5, 2006 and established a fiscal year end of August 31. We are a development-stage company organized to enter into the golf course guide book publications industry with our proprietary CaddyStats Golf Course Guides. The company expects to provide golf courses throughout North America with low cost, attractive and easy to use guide books.

CaddyStats will compete with traditional publishers of golf course guides, yardage books and score cards by combining all three types of documents in a single low-cost CaddyStats Golf Course Guide.

Our business office is located at 105-501 Silverside Road, Wilmington, DE, 19809 and our telephone number is (877) 903-8600 and our fax number is (866) 903-8601. Our United States and registered statutory office is located at 105-501 Silverside Road, Wilmington, DE, 19809, telephone number (302) 792-0175.

As of November 30, 2006, the end of the most recent fiscal quarter, CaddyStats had raised $10,000 through the sale of its common stock. There is $9,835 of cash on hand in the corporate bank account. The company currently has liabilities of $1,086, represented by expenses accrued during its start-up. In addition, the company anticipates incurring costs associated with this offering totaling approximately $5,859. As of the date of this prospectus, we have generated no revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of the company filed with this prospectus.

SUMMARY OF THE OFFERING BY THE COMPANY

CaddyStats has 10,000,000 shares of common stock issued and outstanding and is registering an additional 4,000,000 shares of common stock for offering to the public. The company may endeavor to sell all 4,000,000 shares of common stock after this registration becomes effective. The price at which the company offers these shares is fixed at $0.02 per share for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. CaddyStats will receive all proceeds from the sale of the common stock.

================================================================================
Securities being offered by the     4,000,000 shares of common stock are offered
company, common stock, par value    by the company.
$0.001
================================================================================
Offering price per share by the     A price, if and when the company sells the
company.                            shares of common stock, is set at $0.02.
================================================================================
Number of shares outstanding        10,000,000 common shares are currently
before the offering of common       issued and outstanding.
shares.
================================================================================
Number of shares outstanding        14,000,000 common shares will be issued and
after the offering of common        outstanding after this offering is
shares.                             completed.
================================================================================
Minimum number of shares to be      None.
sold in this offering
================================================================================
Market for the common shares        There is no public market for the common
                                    shares. The price per share is $0.02. In
                                    addition, the offering price for the shares
                                    will remain $0.02 per share until such a
                                    time the shares are quoted on the
                                    Over-The-Counter (OTC) Bulletin Board or an
                                    exchange. The company may sell at prevailing
                                    market prices only after the shares are
                                    quoted on either the OTC Bulletin Board or
                                    an exchange.
================================================================================

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================================================================================
                                    CaddyStats may not be able to meet the
                                    requirement for a public listing or
                                    quotation of its common stock. Further, even
                                    if CaddyStats's common stock is quoted or
                                    granted listing, a market for the common
                                    shares may not develop. If a market
                                    develops, the price of the shares in the
                                    market may not be greater than or equal to
                                    the price per share that investors in this
                                    offering pay; in fact, the price of our
                                    shares in any market that may develop could
                                    be significantly lower.
================================================================================
Use of proceeds                     CaddyStats will receive all proceeds from
                                    the sale of the common stock by the company.
                                    If all 4,000,000 common shares being offered
                                    by CaddyStats are sold, the total gross
                                    proceeds to CaddyStats would be $80,000. The
                                    company intends to use the proceeds from
                                    this offering (i) to procure computer
                                    systems, image processing and publishing
                                    software required to produce camera-ready
                                    proofs of our CaddyStats Golf Course Guide
                                    booklets, estimated at $30,000, (ii) to
                                    initiate the company's sales and marketing
                                    capabilities, estimated at $18,000, (iii) to
                                    host our website and e-commerce systems,
                                    estimated at $16,000 and (iv) for other
                                    general corporate and working capital
                                    purposes, estimated at $12,540. The expenses
                                    of this offering, including the preparation
                                    of this prospectus and the filing of this
                                    registration statement, estimated at $5,800,
                                    are being paid for by CaddyStats.
================================================================================
Termination of the offering         The offering will conclude when all
                                    4,000,000 shares of common stock have been
                                    sold, or 90 after this registration
                                    statement becomes effective with the
                                    Securities and Exchange Commission.
                                    CaddyStats may at its discretion extend the
                                    offering for an additional 90 days.
================================================================================
Terms of the offering               The company will determine when and how he
                                    will sell the common stock offered in this
                                    prospectus.
================================================================================

You should rely only upon the information contained in this prospectus. CaddyStats has not authorized anyone to provide you with information different from that which is contained in this prospectus. The selling security holder is offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus, or of any sale of the common stock.

SUMMARY OF FINANCIAL INFORMATION

The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this prospectus. You should read this information in conjunction with Management's Plan of Operations and the financial statements and the related notes thereto included elsewhere in this prospectus.

=================================================================
           BALANCE SHEET                 AS OF NOVEMBER 30, 2006
=================================================================
Total Assets                                      $9,835
=================================================================
Total Liabilities                                 $1,086
=================================================================
Shareholder's Equity                              $8,749
=================================================================

          OPERATING DATA                 JUNE 5, 2006 (INCEPTION)
                                        THROUGH NOVEMBER 30, 2006
=================================================================
Revenue                                           $0.00
=================================================================
Net Loss                                         ($1,251)
=================================================================
Net Loss Per Share                               ($0.00)
=================================================================

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As shown in the financial statements accompanying this prospectus, CaddyStats has had no revenues to date and has incurred only losses since its inception. The company has had no operations and has been issued a "going concern" opinion from their accountants, based upon the company's reliance upon the sale of our common stock as the sole source of funds for our future operations.

RISK FACTORS

Our company is subject to those financial risks generally associated with development stage companies.

Since we have sustained losses since inception, we will require financing to fund our development activities and to support our operations. However, we may be unable to obtain such financing. We are also subject to risks factors specific to our business strategy and industry. Rapid changes in the golf trade industry, customer demand or industry standards may require us to introduce new products and services on a continual and timely basis before profitable operations can be attained. We may be unable to introduce new products and services on a timely basis. Moreover, there is no guarantee that any such products will allow us to achieve profitable operations in the future.

CaddyStats considers the following to be the most substantial risks to an investor regarding this offering. CaddyStats should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our common stock.

AUDITOR'S GOING CONCERN

THERE IS SUBSTANTIAL DOUBT ABOUT CADDYSTATS'S ABILITY TO CONTINUE AS A GOING CONCERN.

Our auditor's report on our November 30, 2006 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Since our sole officer and director may be unwilling or unable to loan or advance additional capital to CaddyStats, we believe that if we do not raise additional capital within 12 months of the effective date of this registration statement, we may be required to suspend or cease the implementation of our business plans. You may be investing in a company that will not have the funds necessary to continue to deploy its business strategies. See "November 30, 2006 Audited Financial Statements - Auditors Report."

As the company has been issued an opinion by its auditors that substantial doubt exists as to whether the company can continue as a going concern, it may be more difficult for the company to attract investors.

RISKS RELATED TO OUR FINANCIAL CONDITION

SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.

The company anticipates increases in its operating expenses, without realizing any revenues from its products. Within the next 12 months, these increases in expenses will be attributed to the cost of (i) procuring the computer hardware and software systems required to produce camera ready proofs of our CaddyStats Course Guides booklets, (ii) soliciting product orders for our course guides from golf courses throughout North America, (ii) producing proofs of our guide booklets (iii) hiring staff and (iv) other general corporate and working capital purposes.

In funding the design of its guide booklets and the solicitation of product orders from a significant number of golf courses, the company will incur significant financial losses in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that the company will prove successful. We cannot provide investors with any assurance that our online transaction services will attract customers away from the customer base of established golf trade providers, generate any operating revenue or ever achieve profitable operations. If we are unable to address these risks, there is a high probability that our business will fail, which will result in the loss of your entire investment.

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IF WE DO NOT OBTAIN ADDEQUATE FINANCING, OUR BUSINESS WILL FAIL, WHICH WILL RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT.

Our current operating funds are adequate for corporate existence over the next twelve months. CaddyStats's cash balance, as of November 30, 2006, is $9,835. The company anticipates its monthly expenses over the next twelve months to be $500. CaddyStats will require additional financing in order to maintain its corporate existence and to implement its business plans and strategy.

We require significant capital over the next twelve months, to solicit product orders from a significant number of golf courses in the Pacific Northwest and design and produce our course guide booklets. We will require additional funds to establish our website and build our customer base by soliciting product orders from golf courses throughout North America. If we are not successful in earning revenues once we have established our initial product offering and commenced business operations, we may require additional financing to sustain business operations. Currently, we do not have any arrangements for financing and can provide no assurance to investors that we will be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the company's ability attract customers away from the customer base of established golf trade providers. These factors may have an effect on the timing, amount, terms, or conditions of additional financing, and make such additional financing unavailable to us. See "Description of Business."

No assurance can be given that the company will obtain access to capital markets in the future or that financing, adequate to satisfy the cash requirements of implementing our business strategies, will be available on acceptable terms. The inability of the company to gain access to capital markets or obtain acceptable financing could have a material adverse effect upon the results of its operations and upon its financial conditions.

RISKS RELATED TO THIS OFFERING

SECURITIES MARKET FACTORS.

There is currently no traded public market for the company's common stock. There are no assurances that any public market will be established or maintained for the company's stock. As a result, the offering price and other terms and conditions relative to the company's shares have been arbitrarily determined by the company and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, as the company was formed recently and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings and no investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

INVESTING IN THE COMPANY IS A HIGHLY SPECULATIVE INVESTMENT AND COULD RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT.

A purchase of the offered shares is significantly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of his or her entire purchase price. The business objectives of the company are also speculative and we may be unable to satisfy those objectives. The shareholders of the company may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment in the company. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business advisor and/or investment advisor.

INVESTORS WILL PAY MORE FOR CADDYSTATS'S COMMON STOCK THAN THE PRO RATA PORTION OF OUR ASSETS ARE WORTH; AS A RESULT, INVESTING IN OUR COMMON STOCK MAY RESULT IN AN IMMEDIATE LOSS.

The offering price and other terms and conditions regarding the company's shares have been arbitrarily determined by the company and do not bear any relationship to assets, earnings, book value or any other objective criteria of value. Additionally, since the company has recently formed and has only a limited operating history and no earnings, the price of the offered shares is not based on its past earnings. No investment banker, appraiser or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

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The arbitrary offering price of $0.02 per common share as determined herein is substantially higher than the net tangible book value per share of CaddyStats's common stock. CaddyStats's assets do not substantiate a share price of $0.02 per share. This premium in share price applies to the terms of this offering and does not attempt to reflect any forward looking share price subsequent to the company obtaining a listing on any exchange, or becoming quoted on the OTC Bulletin Board.

SINCE THE COMPANY HAS 75,000,000 AUTHORIZED SHARES, THE COMPANY'S MANAGEMENT COULD ISSUE ADDITIONAL SHARES, DILLUTING THE COMPANY'S CURRENT SHARE HOLDERS' EQUITY.

The company has 75,000,000 authorized shares, of which only 10,000,000 are currently issued and outstanding and only 14,000,000 will be issued and outstanding after this offering terminates. The company's management could, without the consent of the company's existing shareholders, issue substantially more shares, causing a large dilution in the equity position of the company's current shareholders. Additionally, large share issuances by the company would generally have a negative impact on the company's share price. It is possible that, due to additional share issuance, you could loose a substantial amount, or all, of your investment.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTORS' SUBSCRIPTIONS, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.

Invested funds for this offering will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection, or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. As such, you will lose your investment and your funds will be used to pay creditors and will not be used for the design or sale of CaddyStats Golf Course Guides.

SINCE WE ARE A DEVELOPMENT STAGE COMPANY, WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE.

We do not anticipate paying dividends on our common stock in the foreseeable future, but plan rather to retain earnings, if any, for the operation, growth and expansion of our business.

AS WE MAY BE UNABLE CREATE OR SUSTAIN A MARKET FOR THE COMPANY'S SHARES, THEY MAY BE EXTREMELY ILLIQUID.

If no market develops, the holders of our common stock may find it difficult or impossible to sell their shares. Further, even if a market develops, our common stock will be subject to fluctuations and volatility.

The company cannot apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTC). Additionally, the stock may be listed or traded only to the extent that there is interest by broker-dealers in acting as a market maker in the company's stock. Despite the company's best efforts, the company may not be able to convince any broker/dealers to act as market-makers and make quotations on the OTC Bulletin Board. The company may consider pursuing a listing on the OTCBB after this registration becomes effective and the company has completed its offering.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00 PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERLY AFFECT THE PRICE AND LIQUIDITY OF THE COMPANY'S SHARES.

In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a "penny stock", which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted regulations which generally define a "penny stock" to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a "penny stock". A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established customers and accredited investors.

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For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the "penny stock" rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

SINCE OUR COMPANY'S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING COMMON STOCK, INVESTORS MAY FIND THAT HIS DECISIONS ARE CONTRARY TO THEIR INTERESTS.

The company's sole officer and director owns 100% of the outstanding shares and will own over 71% after this offering is completed. As a result, he may be able to choose all of our directors and control the direction of the company. The company's sole officer and director's interests may differ from the interests of other stockholders. Factors that could cause his interests to differ from the interests of other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to the company.

All decisions regarding the management of the company's affairs will be made exclusively by its sole officer and director. Purchasers of the offered shares may not participate in the management of the company and, therefore, are dependent upon the management abilities of the company's sole officer and director. The only assurance that the shareholders of the company, including purchasers of the offered shares, have that the company's sole officer and director will not abuse his discretion in executing the company's business affairs, is his fiduciary obligation and business integrity. Such discretionary powers include, but are not limited to, decisions regarding all aspects of business operations, corporate transactions and financing. Accordingly, no person should purchase the offered shares unless that person is willing to entrust all aspects of management to the company's sole officer and director, or his successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business performance of the company's management.

THE COMPANY CANNOT PROVIDE ANY GUIDANCE AS TO THE FEDERAL TAX IMPLICATIONS OR CONSEQUENCES OF THE PURCHASE OR SALE OF THESE SHARES.

The company has not obtained a ruling from the Internal Revenue Service, or the opinion of counsel, with respect to the federal income tax consequences of this offering. Consequently, purchasers of the offered shares must evaluate for themselves the income tax implications that result from their purchase and possible subsequent sale of the offered shares.

RISKS RELATED TO INVESTING IN OUR COMPANY

AS THE COMPANY'S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERUPTIONS OR BUSINESS FAILURE.

Mr. Dawson, our sole officer and director, has other outside business activities and currently devotes approximately 5-10 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. Dawson, which may result in periodic interruptions or suspensions of our business plan. If the demands of the company's business require the full business time of our sole officer and director, he is prepared to adjust his timetable to devote more time to the company's business. However, he may not be able to devote sufficient time to the management of the company's business, which may result in periodic interruptions in implementing the company's plans in a timely manner. Such delays could have a significant negative effect on the success of the business.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY, WHICH COULD ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

The company is entirely dependent on the efforts of its sole officer and director. The loss of its sole officer and director, or of other key personnel that may be hired in the future, could have a material adverse effect on the

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business and its prospects. The company believes that all commercially reasonable efforts have been made to minimize the risks attendant with the departure by key personnel from service. The company plans to continue these efforts in the future. However, there is no guarantee that replacement personnel, if any, will help the company to operate profitably. The company does not maintain key person life insurance on its sole officer and director.

SINCE OUR SOLE OFFICER AND DIRECTOR HAS NO DIRECT EXPERIENCE IN THE GOLF COURSE GUIDE PUBLISHING INDUSTRY, THE COMPANY MAY NEVER BE SUCCESSFUL IN IMPLEMENTING ITS BUSINESS STRATEGY, WHICH WILL RESULT IN THE LOSS OF YOUR INVESTMENT.

Our sole officer and director has no direct experience in the sales and marketing of printed publications of golf course guides. As a result, our management may not be fully aware of many of the specific requirements on operating a publishing business. Management's decisions and choices may not account for the purchasing or sales strategies which are commonly deployed in publishing industries. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to management's lack of experience in these areas. As a result, we may have to suspend or cease operations, which will result in the loss of your investment.

IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.

In the event of the dissolution of the company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the company's creditors, if any, are satisfied. In that case, the ability of purchasers of the offered shares to recover all or any portion of his or her purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.

COMPENSATION MAY BE PAID TO OUR OFFICERS, DIRECTORS AND EMPLOYEES REGARDLESS OF THE COMPANY'S PROFITABILITY. SUCH PAYMENTS MAY NEGATIVELY AFFECT OUR CASH FLOW AND THE ABILITY OF THE COMPANY TO FINANCE ITS BUSINESS PLAN, WHICH WOULD CAUSE OUR BUSINESS TO FAIL.

The sole officer and director and any future employees of the company may be entitled to receive compensation, payments and reimbursements regardless of whether the company operates at a profit or a loss. Any compensation received by our sole officer and director, or any other management personnel in the future, will be determined from time to time by the Board of Directors. We expect to reimburse our sole officer and director and any future management personnel for any direct out-of-pocket expenses they incur on behalf of the company.

THERE IS A LIMITATION ON LIABILITY OF THE SOLE OFFICER AND DIRECTOR OF THE COMPANY. INVESTORS IN THIS OFFERING MAY NOT FEEL COMFORTABLE INVESTING IN A COMPANY WHOSE SOLE OFFICER AND DIRECTOR HAS LIMITED OR NO LIABILITY TO ITS SHAREHOLDERS FOR DAMAGES.

The Articles of Incorporation of the company include a provision eliminating or limiting the personal liability of the company's sole officer and director and its shareholders for damages for breach of fiduciary duty as a director or officer. Accordingly, the officer and director may have no liability to the shareholders for any mistakes or errors of judgment or for any act of omission, unless such act or omission involves intentional misconduct, fraud or a knowing violation of law or results in unlawful distributions to the shareholders.

RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY

SINCE WE ARE A NEW COMPANY AND LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE, WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT.

CaddyStats is a development stage company formed recently to carry out the activities described in this prospectus and thus has only a limited operating history upon which an evaluation of its prospects can be made. We were incorporated on June 5, 2006 and to date have been involved primarily in the design of our golf course guide booklets, identifying suitable printing houses for the production of our booklets, organizational activities and market research; to date we have transacted no business. Thus, there is no internal or industry-based historical financial data upon which to estimate the company's planned operating expenses.

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The company expects that its results of operations may also fluctuate significantly in the future as a result of a variety of factors. These include, among others, the entry of new competitors into the golf course guides publishing business, our ability to attract, retain and motivate qualified personnel, the initiation, renewal or expiration of our customer base, pricing changes by the company or its competitors, specific economic conditions operating in the publishing and golf industries and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.

The company's anticipated expenses are relatively fixed in the short term and we expect that they will be partially offset by our future revenues. The company may not be able to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in relation to its expectations would have an immediate adverse impact upon the company's business, financial condition, and the results of its operations. In addition, the company may decide from time to time to make certain pricing, service or marketing decisions or acquisitions that could have a short-term material adverse effect on its business, financial condition or the results of its operations, and may not result in the long-term benefits intended. Due to all of the foregoing factors, it is probable that in some future period the company's operating results may be less than the expectations of public market analyses and investors. In such event, the price of the company's securities, including its common stock, would probably be materially adversely affected.

As of the date of this prospectus, we have earned no revenue. Failure to generate revenue will cause us to go out of business, which will result in the complete loss of your investment.

ABILITY OF THE COMPANY TO IMPLEMENT ITS BUSINESS STRATEGY.

Although the company intends to pursue a strategy of aggressively marketing our golf course guides throughout North America, implementation of this strategy will depend in upon a number of factors. These include our ability to establish a significant base of customers among golf courses, maintain favorable relationships with our customers, effectively design customized course guides for our customers, obtain adequate financing on favorable terms in order to fund our business, maintain appropriate procedures, policies and systems, hire, train and retain skilled employees and to continue to operate within an environment of increasing competition. The inability of the company to obtain or maintain any or all of these factors could impair our ability to implement our business strategy successfully, which could have a material adverse effect on the results of its operations and its financial condition.

WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR THE COMPANY'S PRINCIPAL SERVICES OR ESTABLISH A SIGNIFICANT MARKET PRESENCE. IF THE COMPANY CANNOT CREATE A SIGNIFICANT MARKET FOR ITS COURSE GUIDES IN WHAT IS AN EXTREMELY COMPETITIVE INDUSTRY, OUR BUSINESS WILL FAIL AND OUR SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.

The strategy of the company for growth is substantially dependent upon its ability to market its products successfully to prospective clients. However, its planned CaddyStats Golf Course Guides may not achieve significant acceptance among golf courses or players. Such acceptance, if achieved, may not be sustained for any significant period of time. There is no guarantee that any substitute products we develop will be sufficient to permit the company to recover our associated costs. Failure of the company's products to achieve or sustain market acceptance could have a material adverse effect on our business, financial condition and the results of our operations.

THE COMPANY MAY NOT BE ABLE TO CONTINUE OPERATING IF IT IS UNABLE TO MANAGE ITS FUTURE GROWTH.

The company expects to experience growth and expects such growth to continue for the foreseeable future. The company's growth may place a significant strain on its management, financial, operating and technical resources. Failure to manage this growth effectively could have a material adverse effect on the company's financial condition or the results of its operations.

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THE COMPANY CANNOT OFFER ANY ASSURANCES THAT IT WILL RECEIVE SIGNIFICANT REVENUES OR CAN ACHIEVE OPERATING PROFITS. IF THE COMPANY CANNOT MAKE A PROFIT, SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.

The company may be unable to develop consistent revenues or its operations may fail to profit.

THERE IS A RISK THE COMPANY MAY BE UNABLE TO CONTINUE ITS SERVICES OR CONTINUE OPERATIONS IF IT EXPERIENCES UNINSURED LOSSES OR AN ACT OF GOD.

The company may, but is not required to, obtain comprehensive liability and other business insurance of the types customarily maintained by similar businesses. There are certain types of extraordinary occurrences, however, which may be either uninsurable or not economically insurable. For example, in the event of a major earthquake, our offices may be unusable and our computer systems could be rendered inoperable for protracted periods of time. This would impair our ability to design, market and distribute our guides or collect revenues and thus adversely affect our financial condition. In the event of a major civil disturbance, the company's operations could be adversely affected. Should such an uninsured loss occur, the company could lose significant revenues and financial opportunities in amounts that would not be partially or fully compensated by insurance proceeds?

THE COMPANY'S ENTIRE BUSINESS STRATEGY IS DEPENDENT ON THE SALE OF ITS COURSE GUIDES. IF THE COMPANY IS UNABLE TO ACHIEVE ITS SALES ESTIMATES IT MAY FAIL AND SHAREHOLDERS MAY LOSE THEIR INVESTMENT.

The company's growth is substantially dependent upon its ability to market and distribute its CaddyStats Golf Course Guides successfully and introduce new products and services in the future. Other companies, including those with substantially greater financial, marketing, and sales resources, compete with the company. There can be no assurance that the company will be able to create, market and distribute its products on acceptable terms, or at all. There can be no assurance that the company will be able to develop new products that will be commercially successful. Failure to market its products successfully, or develop, introduce and market new products successfully, could have a material adverse effect on the company's business, financial condition or results of operations.

THE COMPANY IS DEPENDANT ON THIRD-PARTY PROVIDERS FOR CERTAIN SERVICES AND MAY NOT BE ABLE TO CONTINUE OPERATIONS IF THERE IS A DISRUPTION IN THE SUPPLY OF SUCH SERVICES.

The company will depend upon third party independent printing houses to supply and print our CaddyStats guide booklets. Further, we plan on retaining independent contractors to provide essential services to the company, such as collecting course measurements, mapping the topographical alignment, marking the hazards and obtaining other data needed for customized course guides. Such third party suppliers and contractors have no fiduciary duty to the shareholders of the company and may not perform as expected. Inasmuch as the capacity for certain services by certain third parties may be limited, the inability of those third parties, for economic or other reasons, to provide services could have a material adverse effect upon the results of our operations and financial condition.

RISKS RELATED TO INVESTING IN OUR INDUSTRY

AS THE COMPANY'S PRODUCTS ARE INTENDED FOR THE GOLF INDUSTRY, A DOWNTURN IN THE INDUSTRY, WOULD REDUCE THE DEMAND FOR OUR PRODUCTS AND COULD MAKE OUR BUSINESS UNPROFITABLE.

The company has identified a strong market exists for its golf course guides among golf courses and country clubs. These businesses provide a luxury service and the course fees charged by the country clubs represent discretionary purchases. Since the market for luxury services are the hardest hit in an economic downturn, a reduction in consumers' disposable income would lead to a significant downturn in visits to golf courses and would significantly affect the company's ability to conduct its business and achieve profitability.

GENERAL COMPETITION.

The company has identified a market opportunity for low course guides in the golf course and country club industries. Competitors may enter this sector with superior products or services, such as hand held electronic course guides and

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scoring systems, thus rendering our products and services obsolete and nullifying our competitive advantage. There may be companies in certain vertical markets, such as such a traditional sports publishing houses, that are better financed and have long standing business relationships with our primary potential customers. There can be no guarantee that such pre-existing companies will not mimic CaddyStats's business model and golf course guide booklets. This would infringe on our customer base and have an adverse affect upon our business and the results of our operations.

FORWARD LOOKING STATEMENTS

This prospectus contains certain statements that constitute "forward-looking statements", within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, regarding management's plans and objectives for future operations, including plans and objectives relating to our planned entry into the specialized golf guide market. Forward-looking statements are often identified by words like: "believe," "expect," "estimate," "anticipate," "intend," "project" and similar expressions, or words which, by their nature, refer to future events. Any statements that express or involve discussions with respect to predictions, business strategy, budgets, developments opportunities or projects, the expected timing of transactions or other expectations, beliefs, plans, objectives, assumptions or future events or performance are not statements of historical fact and may be deemed "forward-looking statements". Forward-looking statements are based upon expectations, estimates and projections at the time the statements are made that involve a number of known and unknown risks and uncertainties which could cause actual results or events to differ materially from those CaddyStats anticipates.

The forward-looking statements and associated risks set forth in this prospectus include or relate to, among other things, (a) our projected profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our ability to obtain and retain sufficient capital for future operations and (e) our anticipated needs for working capital. These statements may be found under "Management's Discussion and Analysis or Plan of Operation" and "Description of Business," as well as in this prospectus generally. Actual events or results may differ materially from those discussed in these forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this prospectus generally. In light of these risks and uncertainties, the forward-looking statements contained in this prospectus may not in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on the assumptions that we will be able to continue our business strategies on a timely basis, that we will attract customers, that there will be no material adverse competitive or regulatory changes in the conditions under which our business operates, that our sole officer and director will remain employed as such and that our forecasts accurately anticipate market demand. The foregoing assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized.

In addition, as disclosed elsewhere in this "Risk Factors" section of this prospectus, there are a number of other risks inherent in our business and operations, which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Increases in the cost of procuring and maintaining our computer hardware and software systems or our general or administrative expenses or the occurrence of extraordinary events could cause actual results to vary materially from the results contemplated by these forward-looking statements.

Management decisions, including budgeting, are subjective in many respects and subject to periodic revisions in order to reflect actual business conditions and developments. The impact of such conditions and developments could lead us to alter our marketing, capital investment or other expenditures and may adversely affect the results of our operations. In light of the significant uncertainties inherent in the forward-looking information included in this prospectus, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

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AVAILABLE INFORMATION

CaddyStats filed a registration statement on Form SB-2 with the Securities and Exchange Commission, under the Securities Act of 1933, covering the securities in this offering. As permitted by rules and regulations of the Commission, this prospectus does not contain all of the information in the registration statement. For further information regarding both CaddyStats, Inc. and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules, which may be inspected without charge at the public reference facilities of the Commission's Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained upon request and payment of prescribed fees.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the company.

                                            IF 25% OF      IF 50% OF      IF 75% OF      IF 100% OF
                                           SHARES SOLD    SHARES SOLD    SHARES SOLD    SHARES SOLD
                                           ________________________________________________________

GROSS PROCEEDS FROM THIS OFFERING            $20,000        $40,000        $60,000        $80,000
     LESS: OFFERING EXPENSES                 ====================================================

           Legal & Accounting                  3,500          3,500          3,500          3,500
           Printing                              200            200            200            200
                                             ____________________________________________________
           Transfer Agent                      2,100          2,100          2,100          2,100
                                             ____________________________________________________
                                   TOTAL     $ 5,800        $ 5,800        $ 5,800        $ 5,800
                                             ____________________________________________________
     LESS: COMPUTER SYSTEMS & SOFTWARE
                                             ____________________________________________________
           Purchase of Computer Hardware       2,000          5,000         10,000         12,000
                                             ____________________________________________________
           Purchase of Software Licenses       2,000          3,000          8,000         10,000
                                             ____________________________________________________
                                   TOTAL     $ 4,000        $ 8,000        $18,000        $22,000
                                             ____________________________________________________

     LESS:  WEBSITE, MARKETING & ADVERTISING

           Website/Hosting:                    2,000          6,000          8,000          9,000
           Marketing & Advertising:            2,200          9,700         15,700         30,700

                                   TOTAL     $ 4,200        $15,700        $23,700        $39,700

     LESS: ADMINISTRATION EXPENSES

           Office supplies, Stationery,
           Telephone, Internet                 1,000          3,500          5,500          5,500
           Legal and Accounting                5,000          5,000          5,000          5,000
           Office Temp                             0          2,000          2,000          2,000

                                   TOTAL     $ 6,000        $10,500        $12,500         12,500
                                             ====================================================

                                  TOTALS     $20,000        $40,000        $60,000        $80,000

The above figures represent only estimated costs.

The funds raised through this offering will be used to (a) procure the computer hardware and software systems required to design and produce camera ready proofs of the company's golf course guide books and (b) fund our sales and marketing initiatives. The first stage of the company's procurement includes purchasing image processing software (estimated to cost $10,000) and hosting the company's web site (estimated to cost $9,000). The first stage of our sales and marketing plan involve soliciting service orders from a number of golf courses (estimated to cost $30,700) by direct marketing and maintaining display booths at major golf and country club industry trade shows.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by CaddyStats and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment

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banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.

The price of the current offering is fixed at $0.02 per share. This price is significantly greater than the price paid by the company's sole officer and director for common equity since the company's inception on June 5, 2006. The company's sole officer and director paid $0.001 per share, a difference of $0.019 per share lower than the share price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

The price of the current offering is fixed at $0.02 per share. This price is significantly greater than the price paid by the company's sole officer and director for common equity since the company's inception on June 5, 2006. The company's sole officer and director paid as low as $0.001 per share, a difference of $0.019 per share lower than the share price in this offering.

EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD

            Price per share                                               $0.02
            Net tangible book value per share before offering       $  0.000984
            Potential gain to existing shareholders                 $    80,000
            Net tangible book value per share after the offering    $  0.006417
            Increase to present stockholders in net tangible book
            value per share after the offering                      $  0.005433
            Capital contributions                                   $    80,000
            Number of shares outstanding before offering             10,000,000
            Number of shares after offering held by existing
            stockholders                                             10,000,000
            Existing shareholders percentage of ownership                 71.4%

PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
            Price per share                                         $      0.02
            Dilution per share                                      $  0.013583
            Capital contributions                                   $    80,000
            Percentage of capital contributions                           88.9%
            Number of shares after offering held by the public        4,000,000
            Purchasers percentage of ownership after the offering         28.6%

PURCHASERS OF SHARES IN THE OFFERING IF 75% OF SHARES SOLD
            Price per share                                         $      0.02
            Dilution per share                                      $  0.014628
            Capital contributions                                   $    60,000
            Percentage of capital contributions                           85.7%
            Number of shares after offering held by the public        3,000,000
            Purchasers percentage of ownership after the offering         23.1%

PURCHASERS OF SHARES IN THE OFFERING IF 50% OF SHARES SOLD
            Price per share                                         $      0.02
            Dilution per share                                      $  0.015847
            Capital contributions                                   $    40,000
            Percentage of capital contributions                           80.0%
            Number of shares after offering held by the public        2,000,000
            Purchasers percentage of ownership after the offering         16.7%

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PURCHASERS OF SHARES IN THE OFFERING IF 25% OF SHARES SOLD

Price per share                                         $      0.02
Dilution per share                                      $  0.017288
Capital contributions                                   $    20,000
Percentage of capital contributions                           66.7%
Number of shares after offering held by the public        1,000,000
Purchasers percentage of ownership after the offering          9.1%

THE OFFERING BY THE COMPANY

CaddyStats is registering 4,000,000 shares of its common stock for offer and sale. The company may offer their shares for sale on a continuous or a delayed basis pursuant to Rule 415 under the 1933 Act.

To date, no steps have been taken to list CaddyStats's common stock on any public exchange. We intend to apply for listing on a public exchange as soon as meeting listing requirements; however, there is no assurance that CaddyStats will be granted a listing.

All of the shares registered herein will become tradable on the effective date of this registration statement. The company will not offer the shares through a broker-dealer or anyone affiliated with a broker-dealer.

NOTE: As of the date of this prospectus, our sole officer and director, Gordon Dawson, owns 10,000,000 common shares, which are subject to Rule 144 restrictions. There is currently one (1) shareholder of our common stock.

The company is hereby registering 4,000,000 common shares. The price per share is $0.02 and will remain so unless and until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange.

The shares are being registered pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission, which Rule pertains to delayed and continuous offerings and sales of securities. In regard to the shares offered under Rule 415, CaddyStats undertakes in Part II of this registration statement to keep this registration statement current during any period in which offers or sales are made pursuant to Rule 415.

In the event the company receives payment for the sale of their shares, CaddyStats will receive all of the proceeds from such sales. CaddyStats is bearing all expenses in connection with the registration of the shares of the company.

PLAN OF DISTRIBUTION

10,000,000 common shares are issued and outstanding as of the date of this prospectus. The company is registering an additional 4,000,000 shares of its common stock for possible resale at the price of $0.02 per share. There is no arrangement to address the possible effect of the offerings on the price of the stock.

CaddyStats will receive all proceeds from the sale of the shares by the company. The price per share is $0.02 and will remain so unless and until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange. However, CaddyStats's common stock may never be quoted on the OTC Bulletin Board or listed on any exchange.

The company's shares may be sold to purchasers from time to time directly by, and subject to the discretion of the company. Further, the company will not offer their shares for sale through underwriters, dealers, or agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the company and/or the purchasers of the shares for whom they may act as agents. The shares sold by the company may be sold occasionally in one or more transactions, either at an offering price that is fixed or that may vary from transaction to transaction depending upon the time of sale, or at prices otherwise negotiated at the time of sale. Such prices will be determined by the company or by agreement between the company and any purchasers of our common stock.

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In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in such states only if they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which CaddyStats has complied.

In addition and without limiting the foregoing, the company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

CaddyStats will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no such proceedings are threatened or contemplated by any party.

DIRECTORS, EXECTUTIVE OFFICERS, PROMOTERS & CONTROL PERSONS

OFFICERS AND DIRECTORS

Our sole director serves until his successor is elected and qualified. Our sole officer is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The company's current Audit Committee consists of our sole officer and director.

The name, address, age, and position of our present sole officer and director is set forth below:

        Name and Address             Age                 Position(s)

Gordon Dawson                         52     President, Secretary/ Treasurer,
1035 Duchess Avenue                          Chief Financial Officer and
West Vancouver, British Columbia             Chairman of the Board of Directors.
Canada V6T 1G8

The person named above has held his offices/positions since inception of our company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.

BACKGROUND OF OFFICERS AND DIRECTORS

Gordon Dawson

Gordon Dawson is a recognized turf grass agronomist with over 25 years of proven success supplying turf seed and agronomic advice to golf course professionals and the turf grass industry. During his career he has supplied seed mixtures to golf courses designed by such greats as Lee Trevino and Jack Nicklaus.

His career includes President of Dawson Seed Co. Ltd., Manager of NuSeCo and President of TerraStar Solutions.

An avid golfer himself, Gordon spends his between-tee-times working with the professional associations within his profession, including a term as Director of the Canadian Seed Trade Association and President of the PNW International Erosion Control Association.

Currently he is working on internet based educational training for project leads and government inspectors of his industry.

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CONFLICTS OF INTEREST

At the present time, the company does not foresee any direct conflict of interest between Mr. Dawson's other business interests and his involvement in CaddyStats.

EXECUTIVE COMPENSATION

SUMMARY OF COMPENSATION

CaddyStats has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The following table sets forth the compensation paid by us from inception on June 5, 2006 through November 30, 2006. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officer up to November 30, 2006. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table
                                                                     Long-Term Compensation
                                   Annual Compensation               Awards         Payouts
(a)               (b)     (c)      (d)     (e)            (f)        (g)            (h)       (i)

                                                                     Securities
                                                                     Restricted
                                           Other          Under      Shares or                Other
                                           Annual         Options/   Restricted               Annual
Names Executive                            Compensation   SARs       Share          LTIP      Compensation
Officer and       Year    Salary   Bonus                  Granted    Units          Payouts
Principal         Ended    (US$)   (US$)   (US$)          (#)        (US$)          (US$)     (US$)
Position

Gordon Dawson     2006      0        0         0             0           0             0           0
President

We have did not pay any salaries in 2006. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, CaddyStats has not entered into any employment agreements with our sole officer and director. If there is sufficient cash flow available from our future operations, the company may in the future enter into employment agreements with our sole officer and director, or future key staff members.

INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

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Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Delaware law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what his ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address            Number of Shares  Number of Shares   Percentage of
Beneficial Ownership [1]    Before the        After Offering     Ownership After
                            Offering          Assuming all of    the Offering
                                              the Shares are     Assuming all of
                                              Sold               the Shares are
                                                                 Sold

Gordon Dawson,                10,000,000         10,000,000           71.4%
1035 Duchess Avenue
West Vancouver, BC
V7T 1G8, Canada

All Officers and Directors    10,000,000         10,000,000           71.4%
as a Group (1 person)

[1] The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Dawson is the only "promoter" of our company.

On June 26, 2006, a total of 10,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Under Rule 144, a shareholder can sell up to 1% of total outstanding shares every three months in brokers' transactions. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

Our sole officer and director will continue to own the majority of our common stock after the offering, regardless of the number of shares sold. Since he will continue control our company after the offering, investors in this offering will be unable to change the course of our operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.

The company is hereby registering 4,000,000 of its common shares, in addition to the 10,000,000 shares currently issued and outstanding. The price per share is $0.02 and will remain so unless and until the shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange. The company may sell at prevailing market prices or privately negotiated prices only after the shares are quoted on either the OTC Bulletin Board or an exchange (please see "Plan of Distribution" below).

The 10,000,000 shares currently issued and outstanding were acquired by our sole officer and director on June 26, 2006. We issued a total of 10,000,000 common shares for consideration of $10,000, which was accounted for as a purchase of common stock.

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The shares owned by the company are being registered pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission, which Rule pertains to delayed and continuous offerings and sales of securities. In regard to the shares offered under Rule 415, CaddyStats undertakes in Part II of this registration statement to keep this registration statement current during any period in which offers or sales are made pursuant to Rule 415.

In the event the company receives payment for the sale of their shares, CaddyStats will receive all of the proceeds from such sales. CaddyStats is bearing all expenses in connection with the registration of the shares of the company.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

* have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;
* are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;
* and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, present stockholders will own approximately 71% of our outstanding shares assuming all the offered shares are sold.

CASH DIVIDENDS

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

INDEMNIFICATION; LIMITATION OF LIABILITY

Our Certificate of Incorporation contains provisions permitted under the General Corporation Law of Delaware relating to the liability of directors. The provisions eliminate a director's liability to stockholders for monetary damages for a breach of fiduciary duty, except in circumstances involving wrongful acts, including the breach of a director's duty of loyalty or acts or omissions which involve intentional misconduct or a knowing violation of law. Our certificate of incorporation also contains provisions obligating us to indemnify our directors and officers to the fullest extent permitted by the General Corporation Law of Delaware.

As permitted by Delaware law, we have eliminated the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to exceptions. In addition, our bylaws provide that

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we are required to indemnify our officers and directors, employees and agents under circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in proceedings against them for which they may be indemnified. The bylaws provide, among other things, that we will indemnify officers and directors, employees and agents against liabilities that may arise by reason of their status or service as directors, officers, or employees, other than liabilities arising from willful misconduct, and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

We are not currently subject to the provisions of Section 203 of the Delaware General Corporation Law. Subject to exceptions specified therein, Section 203 of the Delaware General Corporation Law prohibits a publicly-held Delaware corporation from engaging in a "business combination" with an "interested stockholder," including general mergers or consolidations or acquisitions of additional shares of the corporation, for a three-year period following the time that such stockholder became an interested stockholder.

Except as otherwise specified in Section 203, an "interested stockholder" is defined to include:

o any person that is the owner of 15% or more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within three years immediately prior to the date of determination; and

o the affiliates and associates of any such person.

The statute is intended to prohibit or delay mergers or other takeover or change in control attempts. Although we are currently exempt from the statute's provisions, we could become subject to Section 203 in the future.

REPORTING

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such a time a transfer agent is retained, CaddyStats will act as its own transfer agent.

STOCK OPTION PLAN

The Board of Directors of CaddyStats has not adopted a stock option plan ("Stock Option Plan"). The company has no plans to adopt a stock option plan but may choose to do so in the future. If such a plan is adopted, this plan may be administered by the board or a committee appointed by the board (the "Committee"). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not, without the written consent of the optionee, impair any rights under any option previously granted. CaddyStats may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.

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STOCK AWARDS PLAN

The company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.

DESCRIPTION OF BUSINESS

COMPANY HISTORY

CaddyStats, Inc. ("CaddyStats") is a development stage company incorporated on June 5, 2006 in the State of Delaware to enter into golf course guides publishing industry with low cost CaddyStats Course Guide booklets. The company expects to provide golf courses throughout North America with low cost, attractive and easy to use guide books. We plan to design and produce camera ready proofs of these booklets for printing by an independent third party printing house.

To date, the company's operations have been limited to the design of our planned CaddyStats Course Guide booklets and market research regarding golf course and country club industries in North America. We have not yet implemented our business model or printed any booklets. To date, we have generated no revenues from our operations.

CaddyStats has provided the following information concerning the company and its business for inclusion in this offering. The information contained herein does not purport to be all-inclusive or to contain all the information that a prospective investor may desire. This information contains statements that constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements that express or involve discussions with respect to predictions, business strategy, budgets, developments opportunities or projects, the expected timing of transactions or other expectations, beliefs, plans, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements". Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of known and unknown risks and uncertainties which could cause actual results or events to differ materially from those anticipated by CaddyStats, Inc.

COMPANY DESCRIPTION

CaddyStats plans to offer low cost custom course guides to the golf course and country club industry. The CaddyStats Course Guide is a combination of a golf course guide, yardage book and enhanced scorecard. CaddyStats Course Guides are designed for one-time use and are priced low enough that golfers can purchase them every time they play on one of our customers' course. Courses may use our guides as part of their marketing or promotional strategy by giving them away at trade shows, community events, as part of tournament packages, in media kits and to select players after their round to encourage return visits. Even guides sold to clients will be beneficial in ours customers' marketing efforts as they are more likely to be shared and passed around than regular score cards. Guides are individually produced for each golf course. A customer's existing artwork is the starting point and can include: architectural drawings, aerial photographs, illustrations or digital files. A set of working proofs is created from working artwork and these proofs are augmented with further information supplied by course observations and laser measurements.

Most of the course work is done in a manner that has a minimal impact on regular course play. Observations are made from unobtrusive areas where play is not affected. Measurements are made with portable laser measuring devices. The back nine holes are measured in the early morning in advance of regular play and the front none holes are measured after the final group goes out in the late afternoon or evening. After all the observations and measurements are completed, a set of proofs are created and sent to course management for final approval.

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MARKET OPPORTUNITY

The scorecard is a golf course's most important marketing tool. The growing number of golf courses and golfers in North America has created demand for low cost golf course guides and scoring cards. CaddyStats intends to enter this market with custom CaddyStats Golf Course Guide booklets.

MARKET FOR THE GOLF TRADE

The annual international trade in golf goods is over 2 billion dollars. Rounds revenue in the US golf course market, defined as the sum of green fees, golf car rentals, annual dues and trail fees, was $13.8 billion in 2003.

DESCRIPTION OF OUR PRODUCTS AND SERVICES

CaddyStats Course Guides are produced individually for each course. Each hole is represented on a single page of the guide booklet, providing golfers with a detailed bird's eye view of the areas to be played. The guides include information such as distance from landmarks, tips on how to play the hole from the course professional, information on hazards and slopes on the greens Our Course Guides provide the information golfers need to play their best possible game.

Our course guides also include a two page summary so that golfers can calculate statistics such as driving distances, greens in regulation, scrambling and putting averages. Golfers can also use the guides to calculate individual club distances under actual playing conditions and determine which areas of their game needs the most attention.

CaddyStats Course Guides make a great souvenir for courses a golfer seldom plays and are a great teaching tool, allowing the instructor or coach to do a shot-by-shot review of their player's round.

COMPETITIVE ADVANTAGES

CaddyStats will compete with traditional publishers of golf course guides, yardage books and score cards by combining all three types of documents in a single low-cost CaddyStats Golf Course Guide.

MARKETING

Our initial marketing efforts will include:

- Participating in golf course trade shows, such as Golf Europe and Fairway.
- Direct marketing.
- Advertising in Golf Trade Magazines and online.
- Approaching golf trade organizations, such as the United States Golf Association.

STAFFING

As of November 30, 2006, CaddyStats has no permanent staff. The company is managed by its sole officer and director, Gordon Dawson, who is the President and Chairman of the company. Mr. Dawson is employed elsewhere and has the flexibility to work on CaddyStats up to 10 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, CaddyStats has no employees other than its current sole officer and director, Mr. Dawson, who has not been compensated. There are no employment agreements in existence. The company presently does not have, pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, the company may adopt plans in the future. There are presently no personal benefits available to the company's director.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. You should not place undue certainty on these forward-looking

-24-

statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our plans or predictions. Please see the section of this prospectus entitled "Forward Looking Statements".

COMPANY OVERVIEW

We are a development-stage company recently incorporated to enter into the golf trade industry with our low-cost CaddyStats Golf Course Guides, which combine the traditional course guide, yardage book and score cards in a single easy-to-use document. We have recently commenced business operations and have not generated any revenues.

Our auditors have issued a "going concern" opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any substantial revenues and no substantial revenues are anticipated until we have completed the financing anticipated in this offering. Accordingly, we must raise cash from sources other than from the sale of our Course Guide products. Our only other source for cash at this time is investments by others in this offering. We must raise cash to implement our business strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year.

As of November 30, 2006, CaddyStats had $9,835 of cash on hand and in the bank. Management believes this amount will satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required to procure of our computer hardware and software systems, develop our marketing campaign and offset our legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock. There is no additional offering planned at present.

Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.

If CaddyStats is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in CaddyStats having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because CaddyStats is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If CaddyStats cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in CaddyStats's common stock would lose all of their investment.

The design of our course guides will continue over the next 12 months. CaddyStats does not have any plans for researching any further products or services. CaddyStats does not expect the purchase or sale of plant or any significant equipment and CaddyStats does not anticipate any change in the number of our employees. CaddyStats's current material commitments include the total costs of the planned offering as provided herein, estimated at $5,809.

CaddyStats has no current plans, preliminary or otherwise, to merge with any other entity.

PLAN OF OPERATION

Over the 12 month period starting upon the effective date of this registration statement, the company must raise capital and start the design and production of its Course Guides. The first stage of our operations over this period is to procure the computer hardware and image-processing software required to produce camera ready copies of our course guides. We expect to complete this step within 90 days of the effective date of this registration statement.

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The second stage is the design and production of a sample CaddyStats Course Guide booklet for a typical North American golf course. We expect to produce a camera-ready proof for printing within 180 days of the effective date of this registration statement. Concurrent with this stage, we will initiate our sales and marketing initiative, soliciting prospective clients form number of North American "flagship" golf courses (estimated to cost $15,000). We expect to these solicitations to be completed within 360 days of the effective date of this registration statement.

If we can complete these stages and we receive a positive reaction from our potential customers, we will attempt to raise money through a private placement, public offering or through loans to purchase additional equipment or finance large product orders.

At present, our sole officer and director is unwilling to make any commitment to loan us any further funds any but may reconsider if we source desirable products at reasonable pricing. His unwillingness to loan us additional money at this time is simply because he does not want to. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

If we are unable to complete any phase of our systems development or marketing efforts because we don't have enough money, we will cease our development and or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our software development plan would be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment.

Management does not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial product sourcing. Once the company begins building its Internet website, it will hire an independent consultant to build the site. The company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.

DESCRIPTION OF PROPERTY

The company does not own any real estate or other properties. The company's office is located at Suite 105, 501 Silverside Road Wilmington, DE 19809 USA and our telephone number is (877) 903-8600 and our fax number is (866) 903-8601.

CERTAIN TRANSACTIONS

On June 26, 2006, we issued a total of 10,000,000 shares of common stock to Gordon Dawson, our sole officer and director, for total cash consideration of $10,000. This was accounted for as a purchase of common stock.

LITIGATION

We are not a party to any pending litigation and none is contemplated or threatened.

EXPERTS

Our financial statements for the period from inception to November 30, 2006 included in this prospectus have been audited by Moore & Associates, Chartered, 2675 S. Jones Blvd., Suite 109, Las Vegas, NV 89146 as set forth in their report included in this prospectus. Their report is provided on their authority as experts in accounting and auditing.

Thomas E. Puzzo, Attorney at Law, the Law Offices of Thomas E. Puzzo, PLLC 4216 NE 70th Street, Seattle WA 98115, has acted as our legal counsel. Mr. Puzzo has provided his opinion on the legality of the 4,000,000 shares of common stock being registered on behalf of the company by way of this prospectus.

FINANCIAL STATEMENTS

Our fiscal year end is August 31st. We will provide audited financial statements to our stockholders on an annual basis; as prepared by an Independent Certified Public Accountant.

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Our financial statements immediately follow:

FINANCIAL STATEMENTS                                               Page

Auditors Report                                                    F-2
Balance Sheets                                                     F-3
Statements of Operations                                           F-4
Statement of Stockholders' Equity                                  F-5
Statements of Cash Flows                                           F-6
Notes to the Financial Statements                                  F-7 thru 9

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CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)

INTERIM FINANCIAL STATEMENTS

NOVEMBER 30 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INTERIM BALANCE SHEETS

INTERIM STATEMENTS OF OPERATIONS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

INTERIM STATEMENTS OF CASH FLOWS

INTERIM NOTES TO FINANCIAL STATEMENTS

F-1

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Caddystats

We have audited the accompanying balance sheet of Caddystats as of August 31, 2006 and November 30, 2006, and the related statements of operations, stockholders' equity and cash flows from inception June 5, 2006, through November 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Caddystats as of August 31, 2006 and November 30, 2006 and the results of its operations and its cash flows from inception June 5, 2006, through November 30, 2006, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern and its lack of operations and sources of revenues raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MOORE & ASSOCIATES, CHARTERED

Moore & Associates Chartered
Las Vegas, Nevada
March 21, 2007

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NV 89146

(702) 253-7511 FAX (702) 253-7501

F-2

                                CADDYSTATS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                             INTERIM BALANCE SHEETS


                                                               November 30,     August 31,
                                                                   2006            2006
_________________________________________________________________________________________
                                     ASSETS

CURRENT ASSETS
      Cash                                                       $ 9,835         $      -

=========================================================================================
                                                                   9,835                -
=========================================================================================
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

CURRENT LIABILITIES
   Accounts payable and accrued liabilities                      $     -         $      -
   Due to related party                                            1,086            1,086

_________________________________________________________________________________________
STOCKHOLDERS' EQUITY (DEFICIT )
   Capital stock (Note 4)
     Authorized
      75,000,000 shares of common stock, $0.001 par value,
      Issued and outstanding
      10,000,000 shares of common stock                           10,000           10,000
   Additional paid-in capital                                          -                -
   Share subscription receivable                                       -          (10,000)
_________________________________________________________________________________________
   Deficit accumulated during the development stage              ( 1,251)         ( 1,086)
_________________________________________________________________________________________
                                                                 $ 9,835         $      -
=========================================================================================


    The accompanying notes are an integral part of these financial statements

F-3

                                CADDYSTATS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        INTERIM STATEMENTS OF OPERATIONS


                                                       Cumulative           Cumulative
                                                       results of           results of
                                                     operations from     operations from
                                                      June 5, 2006         June 5,2006
                                 Three months           (date of             (date of
                                     ended           inception) to        inception) to
                               November 30, 2006     August 31, 2006     November 30 2006
_________________________________________________________________________________________

EXPENSES

   Office and general             $     (165)           $(1,086)             $(1,251)
   Professional fees                       -                  -                    -
_________________________________________________________________________________________

NET LOSS                          $     (165)           $(1,086)             $(1,251)
=========================================================================================

BASIC NET LOSS PER SHARE          $     0.00
================================================

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING          8,826,816
  ==============================================


The accompanying notes are an integral part of these financial statements

F-4

                                CADDYSTATS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

               FROM INCEPTION (JUNE 5, 2006) TO NOVEMBER 30, 2006

                                                                                                  Deficit
                                                                                                  Accumulated
                                         Common Stock             Additional        Share         During the
                                  ___________________________      Paid-in       Subscription     Development
                                  Number of shares     Amount      Capital        Receivable        Stage          Total
__________________________________________________________________________________________________________________________

Balance, June 5, 2006                         -        $     -       $  -         $       -         $     -       $      -

Net Loss                                                                                             (1,086)        (1,086)

Balance, August 31, 2006                                                                             (1,086)        (1,086)

Common stock issued for
cash at $0.001 per share
   -June 26, 2006                    10,000,000         10,000          -                 -               -         10,000
Share Subscription Receivable                                                       (10,000)                       (10,000)
Share subscription paid                                                              10,000                         10,000

Net loss                                      -              -          -                 -            (165)          (165)
__________________________________________________________________________________________________________________________

Balance, November 30, 2006           10,000,000        $10,000       $  -         $       -         $(1,251)      $  8,749
==========================================================================================================================


The accompanying notes are an integral part of these financial statements

F-5

                                CADDYSTATS, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        INTERIM STATEMENTS OF CASH FLOWS

                                                                              Cumulative           Cumulative
                                                                              results of           results of
                                                           Three months     operations from      operations from
                                                               ended        inception (June      inception (June
                                                           November 30,       5, 2006) to          5, 2006) to
                                                               2006         August 31, 2006     November 30, 2006
_________________________________________________________________________________________________________________

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                   $  (165)          $ (1,086)             $(1,251)
  Adjustment to reconcile net loss to net cash used in
     operating activities - shareholder loan                                      1,086                1,086
_________________________________________________________________________________________________________________
NET CASH USED IN OPERATING ACTIVITIES                           (165)                                 (1,251)
_________________________________________________________________________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of common stock                                             10,000               10,000
   Share subscription receivable                                   -            (10,000)
_________________________________________________________________________________________________________________
NET CASH PROVIDED BY FINANCING ACTIVITIES                     10,000                                  11,086
_________________________________________________________________________________________________________________
NET INCREASE IN CASH                                           9,835                  -                9,835

CASH, BEGINNING OF PERIOD                                          -                  -                    -
_________________________________________________________________________________________________________________
CASH, END OF PERIOD                                          $ 9,835           $      -                9,835
=================================================================================================================
Supplemental cash flow information and noncash
financing activities:
Cash paid for:
  Interest                                                   $     -           $      -              $     -
=================================================================================================================
  Income taxes                                               $     -           $      -              $     -
=================================================================================================================


The accompanying notes are an integral part of these financial statements

F-6

CADDYSTATS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

NOVEMBER 30, 2006

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Caddystats, Inc. ("Company") is in the initial development stage and has incurred losses since inception totaling $1,251. The Company was incorporated on June 5, 2006 in the State of Delaware and established a fiscal year end of November 30. The Company is a development stage company organized to enter into the golf course guide book publication industry with our proprietary CaddyStats Golf Course Guides. The Company expects to provide golf courses throughout North America with low cost, attractive and easy to use guide books.

The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. The Company is funding its initial operations by way of issuing Founders' shares. As of November 30, 2006, the Company had issued 10,000,000 Founders shares at $0.001 per share for net proceeds of $10,000.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

INCOME TAXES

The Company follows the liability method of accounting for income taxes in accordance with Statements of Financial Accounting Standards ("SFAS") No.109, "Accounting for Income Taxes." Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.

NET LOSS PER SHARE

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

F-7

FOREIGN CURRENCY TRANSLATION

The financial statements are presented in United States dollars. In accordance with 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. Non-monetary assets and liabilities are translated at exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the period. . Related translation adjustments are reported as a separate component of stockholders' equity (deficit), whereas gains or losses resulting from foreign currency transactions are included in results of operations

STOCK-BASED COMPENSATION

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 153, "Exchanges of Non-monetary Assets - An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29, "Accounting for Non-monetary Transactions", is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position.

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "SHARE-BASED PAYMENT." SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or annual reporting period that begins after December 15, 2005. Management is currently evaluating the impact of the adoption of this standard on our results of operations and financial position.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "SHARE-BASED PAYMENT," to give guidance on the implementation of SFAS No. 123R. Management will consider SAB No. 107 during the implementation of SFAS No. 123R.

In May 2005, the FASB issued SFAS 154, "Accounting Changes and Error Corrections." This Statement replaces APB Opinion No. 20, "Accounting Changes," and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. Management believes this Statement will have no impact on the financial statements of the Company.

F-8

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47, "Accounting for Conditional Asset Retirement Obligations, an interpretation of FASB Statement No. 143." Asset retirement obligations (AROs) are legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal operation of a long-lived asset, except for certain obligations of lessees. FIN No.47 clarifies that liabilities associated with asset retirement obligations whose timing or settlement method are conditional on future events should be recorded at fair value as soon as fair value is reasonably estimable. FIN No.47 also provides guidance on the information required to reasonably estimate the fair value of the liability. FIN No.47 is intended to result in more consistent recognition of liabilities relating to AROs among companies, more information about expected future cash outflows associated with those obligations stemming from the retirement of the asset(s) and more information about investments in long-lived assets because additional asset retirement costs will be recognized by increasing the carrying amounts of the assets identified to be retired. FIN No.47 is effective for fiscal years ending after December 15, 2005. Management believes this Statement will have no impact on the financial statements of the Company.

NOTE 3 - FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the requirements of SFAS No. 107, the Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies. The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.

NOTE 4 - CAPITAL STOCK

The Company's capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

As of November 30, 2006, the Company has not granted any stock options and has not recorded any stock-based compensation.

As of November 30, 2006, the sole Director had purchased 10,000,000 shares of the common stock in the Company at $0.001 per share with proceeds to the Company totaling $10,000.

NOTE 5 - RELATED PARTY TRANSACTIONS

As of November 30, 2006, the Company received advances from a Director in the amount of $1,251 to pay for Incorporation costs and filing fees. The amounts due to the related party are unsecured and non-interest bearing with no set terms of repayment.

NOTE 6 - INCOME TAXES

As of November 30, 2006 the Company had net operating loss carry forwards of approximately $1,251 that may be available to reduce future years' taxable income and will expire commencing in 2016. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a full valuation allowance for the deferred tax asset relating to these tax loss carryforwards.

F-9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our auditors are Moore & Associates, Chartered, operate from their offices in Las Vegas, NV. There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:

Legal and Accounting      $3,500
SEC Filing Fee                 8.56
Printing                     200
Transfer Agent             2,100
                          _________
TOTAL                     $5,809
                          _________

RECENT SALES OF UNREGISTERED SECURITIES

(a) PRIOR SALES OF COMMON SHARES

CaddyStats is authorized to issue up to 75,000,000 shares of common stock with a par value of $0.001. As of June 26, 2006, we have issued 10,000,000 common shares to our sole officer and director for total consideration of $10,000.

CaddyStats is not listed for trading on any securities exchange in the United States and there has been no active market in the United States or elsewhere for the common shares.

During the past year, the company has sold the following securities which were not registered under the Securities Act of 1933, as amended:

JUNE 26, 2006

We issued 10,000,000 common shares to the sole officer and director of the company for cash proceeds of $10,000, or $0.001 per share.

(b) USE OF PROCEEDS

We have spent a portion of the above proceeds to pay for costs associated with this prospectus and expect the balance of the proceeds to be mainly applied to further costs of this prospectus and administrative costs.

We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic reports through the later of 1) the disclosure of the application of the offering proceeds, or 2) disclosure of the termination of this offering.

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EXHIBITS

The following exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation K. All exhibits have been previously filed unless otherwise noted.

================================================================================
EXHIBIT NO.      DOCUMENT DESCRIPTION
================================================================================
3.1              Articles of Incorporation of CaddyStats, Inc.
================================================================================
3.2              Bylaws of CaddyStats, Inc.
================================================================================
5.1              Opinion of Thomas E. Puzzo, Esq. regarding the legality of the
                 securities being registered.
================================================================================
23.1             Consent of Moore & Associates, Chartered.
================================================================================

(b) DESCRIPTION OF EXHIBITS

EXHIBIT 3.1

Articles of Incorporation of CaddyStats, Inc., dated June 5, 2006.

EXHIBIT 3.2

Bylaws of CaddyStats, Inc. approved and adopted on June 26, 2006.

EXHIBIT 5.1

Opinion of Thomas Puzzo, Attorney at Law, the Law Offices of Thomas E. Puzzo, PLLC 4216 NE 70th Street, Seattle WA 98115, dated March 5, 2007 regarding the legality of the securities being registered.

EXHIBIT 23.1

Consent of Moore & Associates, Chartered, 2675 S. Jones Blvd., Las Vegas, NV 89146 dated March, 27 2007, regarding the use in this Registration Statement of their report of the auditors and financial statements of CaddyStats, Inc. for the period ending November 30, 2006.

UNDERTAKINGS

Presently the sole officer and director of CaddyStats, Inc. is not covered by liability insurance. However, CaddyStats's Articles of Incorporation state that the company may indemnify its officers, directors, employees, and agents to the full extent permitted by the laws of the State of Delaware. No other statute, charter provision, by-law, contract, or other arrangement to insure or indemnify a controlling person, director, or officer of CaddyStats exists which would affect his liability in that capacity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding, is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

-29-

The undersigned registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement:

a. To include any prospectus required by Section 10(a)(3) of the Securities Act;

b. To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered, if the total dollar value of securities offered would not exceed that which is registered, any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; and

c. To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any change to such information in the Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on this Form SB-2 and authorized this Registration Statement and has duly caused this Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia, on this 31st day of March, 2007.

CADDYSTATS, INC.

/s/  GORDON DAWSON
_________________________________
     Gordon Dawson
     President and Director
     Principal Executive Officer
     Principal Financial Officer
     Principal Accounting Officer

-30-

Know all men by these present, that each person whose signature appears below constitutes and appoints Gordon Dawson, as agent, with full power of substitution, for his and in his name, place, and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/  GORDON DAWSON                                                March 31, 2007
________________________________________________________________________________
     Gordon Dawson
     President and Director
     Principal Executive Officer
     Principal Financial Officer
     Principal Accounting Officer.

-31-

EXHIBIT 3.1

State of Delaware
Secretary of State
Division of Corporations
Delivered 06:46 PM 06/05/2006
FILED 06:46 PM 06/05/06
SRV 060542904 - 4169968 FILE

CERTIFICATE OF INCORPORATION
OF
CADDYSTATS, INC.

I, THE UNDERSIGNED, for the purposes of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do execute this Certificate of Incorporation and to hereby certify as follows:

FIRST: The name of corporation is CaddyStats, Inc.

SECOND: Its registered office is to be located at Suite 105, 501 Silverside Road, Wilmington, DE 19809, County of New Castle. The name of the registered agent at such address is VALIS Group Inc.

THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Laws.

FOURTH: The amount of total authorized capital stock of the corporation is seventy-five million (75,000,000). All such shares are to be at a value of $0.001 and are to be of one class.

FIFTH: The incorporator of the corporation is Tracey Gendron, whose mailing address is Suite 105, 501 Silverside Road, Wilmington, DE 19809.

SIXTH: A director of the corporation shall not be liable to the corporation or its shareholders for monetary damages from breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall; not adversely affect any right or protection of a director of the corporation hereunder in respect of any act of omission occurring prior to the time of such amendment, modification or repeal.

SEVENTH: The powers of the incorporator are to terminate upon filing of this Certificate. The name and mailing address of the person(s) who will serve as the initial director(s) until the first annual meeting of the stockholders of the corporation, or until a successor(s) is elected and qualified are:

Gordon Dawson 1035 Duchess Avenue, West Vancouver, British Columbia V7T 1G8 Canada

The undersigned incorporator hereby acknowledges that the foregoing Certificate of Incorporation is their act and deed on this fifth day of June, 2006.

/s/ TRACEY GENDRON
    ______________
    Tracey Gendron
    INCORPORATOR


EXHIBIT 3.2

BYLAWS

OF

CADDYSTATS, INC.

A DELAWARE CORPORATION

ARTICLE I

SHAREHOLDERS

1. ANNUAL MEETING

A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorporation of the Corporation.

2. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the Board of Directors, Chairman of the Board or President and shall be called by the Board upon written request of the holders of record of a majority of the outstanding shares of the Corporation entitled to vote at the meeting requested to be called. Such request shall state the purpose or purposes of the proposed meeting. At such special meetings the only business which may be transacted is that relating to the purpose or purposes set forth in the notice thereof.

3. PLACE OF MEETINGS

Meetings of the shareholders shall be held at such place within or outside of the State of Nevada as may be fixed by the Board of Directors. If no place is fixed, such meetings shall be held at the principal office of the Corporation.

4. NOTICE OF MEETINGS

Notice of each meeting of the shareholders shall be given in writing and shall state the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

If, at any meeting, action is proposed to be taken which, if taken, would entitle objecting shareholders to receive payment for their shares, the notice shall include a statement of that purpose and to that effect.

A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than sixty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed,


such notice shall be deemed to have been given when deposited in the United States mail, with postage thereon paid, directed to the shareholder at his address as it appears on the record of the shareholders, or, if he shall have filed with the Secretary of the Corporation a written request that notices to him or her be mailed to some other address, then directed to him at such other address.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. However, if after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice under this
Section 4.

5. WAIVER OF NOTICE

Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him or her.

6. INSPECTORS OF ELECTION

The Board of Directors, in advance of any shareholders' meeting, may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to vote thereat shall, appoint two inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by appointment in advance of the meeting by the Board or at the meeting by the person presiding thereat. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of such inspector at such meeting with strict impartiality and according to the best of his ability.

The inspectors shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote at the meeting, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all shareholders. On request of the person presiding at the meeting, or of any shareholder entitled to vote thereat, the inspectors shall make a report in writing of any challenge, question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them shall be prima facie evidence of the facts stated and of any vote certified by them.

7. LIST OF SHAREHOLDERS AT MEETINGS

A list of the shareholders as of the record date, certified by the Secretary or any Assistant Secretary or by a transfer agent, shall be produced at any meeting of the shareholders upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the


inspectors of election, or the person presiding thereat, shall require such list of the shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

8. QUALIFICATION OF VOTERS

Unless otherwise provided in the Certificate of Incorporation, every shareholder of record shall be entitled at every meeting of the shareholders to one vote for every share standing in its name on the record of the shareholders.

Treasury shares as of the record date and shares held as of the record date by another domestic or foreign corporation of any kind, if a majority of the shares entitled to vote in the election of directors of such other corporation is held as of the record date by the Corporation, shall not be shares entitled to vote or to be counted in determining the total number of outstanding shares.

Shares held by an administrator, executor, guardian, conservator, committee or other fiduciary, other than a trustee, may be voted by such fiduciary, either in person or by proxy, without the transfer of such shares into the name of such fiduciary. Shares held by a trustee may be voted by him or her, either in person or by proxy, only after the shares have been transferred into his name as trustee or into the name of his nominee.

Shares standing in the name of another domestic or foreign corporation of any type or kind may be voted by such officer, agent or proxy as the bylaws of such corporation may provide, or, in the absence of such provision, as the board of directors of such corporation may determine.

No shareholder shall sell his vote, or issue a proxy to vote, to any person for any sum of money or anything of value except as permitted by law.

9. QUORUM OF SHAREHOLDERS

The holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.

The shareholders who are present in person or by proxy and who are entitled to vote may, by a majority of votes cast, adjourn the meeting despite the absence of a quorum.

10. PROXIES

Every shareholder entitled to vote at a meeting of the shareholders, or to express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy.


Every proxy must be signed by the shareholder or its attorney. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law.

The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy, unless before the authority is exercised written notice of an adjudication of such incompetence or of such death is received by the Secretary or any Assistant Secretary.

11. VOTE OR CONSENT OF SHAREHOLDERS

Directors, except as otherwise required by law, shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.

Whenever any corporate action, other than the election of directors, is to be taken by vote of the shareholders, it shall, except as otherwise required by law, be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

Whenever shareholders are required are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon. Written consent thus given by the holders of all outstanding shares entitled to vote shall have the same effect as a unanimous vote of shareholders.

12. FIXING THE RECORD DATE

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the Board of Directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be less than ten nor more than sixty days before the date of such meeting, nor more than sixty days prior to any other action.

When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

ARTICLE II

BOARD OF DIRECTORS

1. POWER OF BOARD AND QUALIFICATIONS OF DIRECTORS

The business of the Corporation shall be managed by the Board of Directors. Each director shall be at least eighteen years of age.


2. NUMBER OF DIRECTORS

The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director. Unless otherwise fixed by the directors, the number of directors constituting the entire Board shall be four.

3. ELECTION AND TERM OF DIRECTORS

At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting and until their successors have been elected and qualified or until their death, resignation or removal in the manner hereinafter provided.

4. QUORUM OF DIRECTORS AND ACTION BY THE BOARD

A majority of the entire Board of Directors shall constitute a quorum for the transaction of business, and, except where otherwise provided herein, the vote of a majority of the directors present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Board.

Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.

5. MEETINGS OF THE BOARD

An annual meeting of the Board of Directors shall be held in each year directly after the annual meeting of shareholders. Regular meetings of the Board shall be held at such times as may be fixed by the Board. Special meetings of the Board may be held at any time upon the call of the President or any two directors.

Meetings of the Board of Directors shall be held at such places as may be fixed by the Board for annual and regular meetings and in the notice of meeting for special meetings. If no place is fixed, meetings of the Board shall be held at the principal office of the Corporation. Any one or more members of the Board of Directors may participate in meetings by means of conference telephone or similar communications equipment.

No notice need be given of annual or regular meetings of the Board of Directors. Notice of each special meeting of the Board shall be given to each director either by mail not later than noon, Nevada time, on the third day prior to the meeting or by telegram, written message or orally not later than noon, Nevada time, on the day prior to the meeting. Notices are deemed to have been properly given if given: by mail, when deposited in the United States mail; by telegram at the time of filing; or by messenger at the time of delivery. Notices by mail, telegram or messenger shall be sent to each director at the address


designated by him for that purpose, or, if none has been so designated, at his last known residence or business address.

Notice of a meeting of the Board of Directors need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to any director.

A notice, or waive of notice, need not specify the purpose of any meeting of the Board of Directors.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of any adjournment of a meeting to another time or place shall be given, in the manner described above, to the directors who were not present at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

6. RESIGNATIONS

Any director of the Corporation may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. Such resignation shall take effect at the time specified therein; and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective.

7. REMOVAL OF DIRECTORS

Any one or more of the directors may be removed for cause by action of the Board of Directors. Any or all of the directors may be removed with or without cause by vote of the shareholders.

8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason except the removal of directors by shareholders may be filled by vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring as a result of the removal of directors by shareholders shall be filled by the shareholder. A director elected to fill a vacancy shall be elected to hold office for the unexpired term of his predecessor.

9. EXECUTIVE AND OTHER COMMITTEES OF DIRECTORS

The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an executive committee and other committees each consisting of three or more directors and each of which, to the extent provided in the resolution, shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (a) the submission to shareholders of any action that needs shareholders' approval; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws, or the


adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which, by its term, shall not be so amendable or repealable; or (f) the removal or indemnification of directors.

The Board of Directors may designate one or more directors as alternate members of any such committee, who may replace any absent member or members at any meeting of such committee.

Unless a greater proportion is required by the resolution designating a committee, a majority of the entire authorized number of members of such committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of such committee.

Each such committee shall serve at the pleasure of the Board of Directors.

10. COMPENSATION OF DIRECTORS

The Board of Directors shall have authority to fix the compensation of directors for services in any capacity.

11. INTEREST OF DIRECTORS IN A TRANSACTION

Unless shown to be unfair and unreasonable as to the Corporation, no contract or other transaction between the Corporation and one or more of its directors, or between the Corporation and any other corporation, firm, association or other entity in which one or more of the directors are directors or officers, or are financially interested, shall be either void or voidable, irrespective of whether such interested director or directors are present at a meeting of the Board of Directors, or of a committee thereof, which authorizes such contract or transaction and irrespective of whether his or their votes are counted for such purpose. In the absence of fraud any such contract and transaction conclusively may be authorized or approved as fair and reasonable by: (a) the Board of Directors or a duly empowered committee thereof, by a vote sufficient for such purpose without counting the vote or votes of such interested director or directors (although such interested director or directors may be counted in determining the presence of a quorum at the meeting which authorizes such contract or transaction), if the fact of such common directorship, officership or financial interest is disclosed or known to the Board or committee, as the case may be; or (b) the shareholders entitled to vote for the election of directors, if such common directorship, officership or financial interest is disclosed or known to such shareholders.

Notwithstanding the foregoing, no loan, except advances in connection with indemnification, shall be made by the Corporation to any director unless it is authorized by vote of the shareholders without counting any shares of the director who would be the borrower or unless the director who would be the borrower is the sole shareholder of the Corporation.


ARTICLE III

OFFICERS

1. ELECTION OF OFFICERS

The Board of Directors, as soon as may be practicable after the annual election of directors, shall elect a President, a Secretary, and a Treasurer, and from time to time may elect or appoint such other officers as it may determine. Any two or more offices may be held by the same person. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers.

2. OTHER OFFICERS

The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.

3. COMPENSATION

The salaries of all officers and agents of the Corporations shall be fixed by the Board of Directors.

4. TERM OF OFFICE AND REMOVAL

Each officer shall hold office for the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified. Unless otherwise provided in the resolution of the Board of Directors electing or appointing an officer, his term of office shall extend to and expire at the meeting of the Board following the next annual meeting of shareholders. Any officer may be removed by the Board with or without cause, at any time. Removal of an officer without cause shall be without prejudice to his contract rights, if any, and the election or appointment of an officer shall not of itself create contract rights.

5. PRESIDENT

The President shall be the chief executive officer of the Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall also preside at all meeting of the shareholders and the Board of Directors.

The President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation.


6. VICE PRESIDENTS

The Vice Presidents, in the order designated by the Board of Directors, or in absence of any designation, then in the order of their election, during the absence or disability of or refusal to act by the President, shall perform the duties and exercise the powers of the President and shall perform such other duties as the Board of Directors shall prescribe.

7. SECRETARY AND ASSISTANT SECRETARIES

The Secretary shall attend all meetings of the Board of Directors and all meetings of the shareholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose, and shall perform like duties for the standing committees when required. The Secretary shall give or cause to be given, notice of all meetings of the shareholders and special meetings of the Board of Directors, and shall perform such other duties as may be described by the Board of Directors or President, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or an Assistant Secretary shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the Secretary's signature or by signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of such designation then in the order of their election, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

8. TREASURER AND ASSISTANT TREASURERS

The Treasurer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation; and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

The Treasurer shall disburse the funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Treasurer, and for the restoration to the Corporation, in the case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of such designation, then in the order of their election, in the


absence of the Treasurer or in the event the Treasurer's inability or refusal to act, shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

9. BOOKS AND RECORDS

The Corporation shall keep: (a) correct and complete books and records of account; (b) minutes of the proceedings of the shareholders, Board of Directors and any committees of directors; and (c) a current list of the directors and officers and their residence addresses. The Corporation shall also keep at its office in the State of Nevada or at the office of its transfer agent or registrar in the State of Nevada, if any, a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof.

The Board of Directors may determine whether and to what extent and at what times and places and under what conditions and regulations any accounts, books, records or other documents of the Corporation shall be open to inspection, and no creditor, security holder or other person shall have any right to inspect any accounts, books, records or other documents of the Corporation except as conferred by statute or as so authorized by the Board.

10. CHECKS, NOTES, ETC.

All checks and drafts on, and withdrawals from the Corporation's accounts with banks or other financial institutions, and all bills of exchange, notes and other instruments for the payment of money, drawn, made, endorsed, or accepted by the Corporation, shall be signed on its behalf by the person or persons thereunto authorized by, or pursuant to resolution of, the Board of Directors.

ARTICLE IV

CERTIFICATES AND TRANSFER OF SHARES

1. FORMS OF SHARE CERTIFICATES

The share of the Corporation shall be represented by certificates, in such forms as the Board of Directors may prescribe, signed by the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer. The shares may be sealed with the seal of the Corporation or a facsimile thereof. The signatures of the officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or its employee. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

Each certificate representing shares issued by the Corporation shall set forth upon the face or back of the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations


of the shares of each class of shares, if more than one, authorized to be issued and the designation, relative rights, preferences and limitations of each series of any class of preferred shares authorized to be issued so far as the same have been fixed, and the authority of the Board of Directors to designate and fix the relative rights, preferences and limitations of other series.

Each certificate representing shares shall state upon the face thereof:
(a) that the Corporation is formed under the laws of the State of Nevada; (b) the name of the person or persons to whom issued; and (c) the number and class of shares, and the designation of the series, if any, which certificate represents.

2. TRANSFERS OF SHARES

No share or other security may be sold, transferred or otherwise disposed of without the consent of the directors or until the Company is a reporting issuer, as defined under the Securities Exchange Act of 1934. The directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

Shares of the Corporation shall be transferable on the record of shareholders upon presentment to the Corporation of a transfer agent of a certificate or certificates representing the shares requested to be transferred, with proper endorsement on the certificate or on a separate accompanying document, together with such evidence of the payment of transfer taxes and compliance with other provisions of law as the Corporation or its transfer agent may require.

3. LOST, STOLEN OR DESTROYED SHARE CERTIFICATES

No certificate for shares of the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or wrongfully taken, except, if and to the extent required by the Board of Directors upon: (a) production of evidence of loss, destruction or wrongful taking; (b) delivery of a bond indemnifying the Corporation and its agents against any claim that may be made against it or them on account of the alleged loss, destruction or wrongful taking of the replaced certificate or the issuance of the new certificate; (c) payment of the expenses of the Corporation and its agents incurred in connection with the issuance of the new certificate; and (d) compliance with other such reasonable requirements as may be imposed.

ARTICLE V

OTHER MATTERS

1. CORPORATE SEAL

The Board of Directors may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.


2. FISCAL YEAR

The fiscal year of the Corporation shall be the twelve months ending August 31st, or such other period as may be fixed by the Board of Directors.

3. AMENDMENTS

Bylaws of the Corporation may be adopted, amended or repealed by vote of the holders of the shares at the time entitled to vote in the election of any directors. Bylaws may also be adopted, amended or repealed by the Board of Directors, but any bylaws adopted by the Board may be amended or repealed by the shareholders entitled to vote thereon as herein above provided.

If any bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the bylaw so adopted, amended or repealed, together with a concise statement of the changes made.

APPROVED AND ADOPTED this 26th day of June, 2006.

/s/ GORDON DAWSON
_________________
    Gordon Dawson
    President


EXHIBIT 5.1

[LETTERHEAD OF LAW OFFICES OF THOMAS E. PUZZO, PLLC]

April 5, 2007

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

RE: CADDYSTATS, INC., A DELAWARE CORPORATION;
REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

We refer to the above-captioned registration statement on Form SB-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), filed by CaddyStats, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission on or about the date of this letter.

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement are duly authorized and will be, when issued in the manner described in the Registration Statement, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the related Prospectus. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ THOMAS E. PUZZO
___________________
    Thomas E. Puzzo


EXHIBIT 23.1

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registrations statement on Form SB2 of Caddystats, Inc, of our report dated March 20, 2007 on our audit of the financial statements of Caddystats, Inc as of November 30, 2006 and August 31, 2006 and the related statements of operations, stockholders' equity and cash flows from inception June 5, 2006 through November 30, 2006 and for the periods then ended, and the reference to us under the caption "Experts."

/s/ MOORE & ASSOCIATES, CHARTERED
_________________________________
    Moore & Associates, Chartered
    Las Vegas, Nevada


March 27, 2007

2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NV 89146

(702)253-7511 FAX (702)253-7501