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

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, ~~2008~~2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_____to~~ _____ to _____

Commission File Number: 1-08733

WORLDSTAR ENERGY, CORP.
(Exact name of small business issuer as specified in its charter)

NEVADA	88-0409163
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Rm 803, 8/F, Jubilee Centre
No. 42 Gloucester Road
Wanchai, Hong Kong, China	~~________~~_________
(Address of principal executive offices)	(Zip Code)
(852) 2790-5157
Issuer's telephone number

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No[X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 57,761,834 shares of common stock as of September 1220, 2011.

WORLDSTAR ENERGY, CORP.

Quarterly Report on Form 10-Q For The Quarterly Period Ended December 31, ~~2008~~2009

INDEX

PART I – FINANCIAL INFORMATION		1	1
	Item 1.	Financial Statements	1
	Item 1. Financial Statements	1
	Item 2.	Management’s Discussion and Analysis	2
	Item 2. Management’s Discussion and Analysis	2
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	12
	Item 4.	Controls and Procedures	16
	Item 4. Controls and Procedures	12
PART II – OTHER INFORMATION		13	17
	Item 1.	Legal Proceedings	17
	Item 1. Legal Proceedings	13
	Item 1A.	Risk Factors	19
	Item 1A. Risk Factors	15
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
	Item 3.	(Removed and Reserved)	24
	Item 3. (Removed and Reserved)	20
	Item 4.	(Removed and Reserved)	24
	Item 4. (Removed and Reserved)	20
	Item 5.	Other Information	24
	Item 5. Other Information	20
	Item 6.	Exhibits	24
	Item 6. Exhibits	20
SIGNATURES		22	26

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of natural resources, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-K for the year ended March 31, ~~2008~~2009, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited consolidated interim financial statements of WorldStar Energy, Corp. (sometimes collectively referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

	Page
Interim Consolidated Balance Sheets as of December 31, 2008 (unaudited) and March 31, 2008	F-1
Interim Consolidated Balance Sheets as of December 31, 2009 (unaudited) and March 31, 2009	F-1
Interim Unaudited Consolidated Statements of Operations for three and nine months ended December 31, 2008 and 2007	F-2
Interim Unaudited Consolidated Statements of Operations for three and nine months ended December 31, 2009 and 2008	F-2
Interim Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended December 31, 2008	F-3
Interim Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended December 31, 2009	F-4
Interim Unaudited Consolidated Statements of Cash Flows for the nine months ended December 31, 2008 and 2007	F-4
Interim Unaudited Consolidated Statements of Cash Flows for the nine months ended December 31, 2009 and 2008	F-5
Unaudited Notes to Interim Consolidated Financial Statements	F-57

It is the opinion of management the interim consolidated financial statements for the three and nine months ended December 31, ~~2008~~2009 and ~~2007~~2008 include all adjustments necessary in order to ensure that the consolidated financial statements are not misleading. These consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, these interim consolidated financial statements follow the same accounting policies and methods of their application as our Company’s audited annual consolidated financial statements for the year ended March 31, ~~2008~~2009. All adjustments are of a normal recurring nature. These interim consolidated financial statements should be read in conjunction with our Company’s audited annual consolidated financial statements as of and for the year ended March 31, ~~2008~~2009.

- 1 -

WORLDSTAR ENERGY, CORP. INTERIM CONSOLIDATED BALANCE SHEETS DECEMBER 31, ~~2008~~2009 AND MARCH 31, ~~2008~~2009

		December 31,			March 31,
		2008			2008
		2009			2009
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	98,~~557~~953		$	9,~~908~~466
Amount due from a minority stockholder (notes 7 and 15)		77,257			77,257
Amount due from a director (note14)		77,257			77,257
Prepaid expenses		81,396			81,396
Total Current Assets		~~168~~167,~~210~~606			168,~~561~~119
Property, plant and equipment, net (note 8)		2622,~~920~~262			3025,~~414~~756
Total Assets	$	~~195~~189,~~130~~868		$	~~198~~193,~~975~~875
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable	$	219,529		$	219,529
Loans from directors (notes 10 and 15)		3,433,571			3,433,571
Loans from directors (notes 9 and 14)		3,433,571			3,433,571
Amount due to related companies (notes 7 and 15)		1,012,738			1,012,738
Amount due to related companies (notes 7 and 14)		1,012,738			1,012,738
Amount due to a director (notes 7 and 15)		624,133			624,133
Amount due to a director (notes 7 and 14)		624,133			624,133
Short-term loans (note 11)		34,052			34,052
Short-term loans (note 10)		34,052			34,052
Total Liabilities		5,324,023			5,324,023
Stockholders’ Equity (Deficiency):
Capital stock (note 12)		57,762			57,762
Capital stock (note 11)		57,762			57,762
Additional paid-in capital		7,119,843			7,119,843
Share issue costs		(556,875	)		(556,875	)
Accumulated other comprehensive income		244			244
Deficit accumulated during the development stage		(11,~~749~~755,~~867~~129	)		(11,~~746~~751,~~022~~122	)
Total Stockholders’ Equity (Deficiency)		(5,~~128~~134,~~893~~155	)		(5,~~125~~130,~~048~~148	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	~~195~~189,~~130~~868		$	~~198~~193,~~975~~875
Nature of Operations and Going Concern (note 1)
Commitment and Contingencies (note 12)
Minority Interests (note 13)
Subsequent events (note 18)

Nature of Operations and Going Concern (note 1) Commitment and Contingencies (note 13) Minority Interests (note 14) Subsequent events (note 19)

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

F-1

WORLDSTAR ENERGY, CORP. INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS FOR THREE AND NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008 (Unaudited)

		Three Months Ended						Nine Months Ended
		December 31,						December 31,
														Cumulative Total
		2008			2007			2008			2007			Since Inception
		2009			2008			2009			2008			Since Inception
Operating expenses
Amortization of mineral exploration rights and depreciation of property, plant and equipment	$	1,165		$	289,385		$	3,494		$	867,728		$	1,326,890
Depreciation of property, plant and equipment	$	1,165		$	1,165		$	3,494		$	3,494		$	1,331,548
Property exploration and maintenance		–			–			–			~~390,473~~–			419,836
General and administrative expenses		~~170~~80			~~104,485~~170			~~351~~513			~~330,969~~351			1,174,~~172~~776
Loss before other expenses		(1,~~335~~245	)		(~~393~~1,~~870~~335	)		(34,~~845~~007	)		(13,~~589,170~~845	)		(2,~~920~~926,~~898~~160	)
Other income (expenses):
Write-off of mineral exploration rights		–			–			–			–			(7,317,739	)
Finance costs		–			–			–			~~(9,025~~–	)		(9,011	)
Other income		–			–			–			~~2,322~~–			5,403
Total other expenses		–			–			–			~~(6,703~~–	)		(7,321,347	)
Income (loss) before minority interests and income taxes		(1,~~335~~245	)		(~~393~~1,~~870~~335	)		(34,~~845~~007	)		(13,~~595,873~~845	)		(10,~~242~~247,~~245~~507	)
Minority interest in net loss of subsidiaries		–			–			–			–			5
Provision for income taxes		–			–			–			–			–
Net loss and comprehensive loss	$	(1,245	)	$	(1,335	)		(4,007	)	$	(3,845	)	$	(10,245,502	)
Net loss and comprehensive loss	$	(1,335	)	$	(393,870	)		(3,845	)	$	(1,595,873	)	$	(10,242,240	)
Loss per basic and diluted share of common stock:
Weighted average number of basic and diluted common shares outstanding		57,761,834			57,761,834			57,761,834			4457,~~032~~761,~~345~~834
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.0100	)		(0.00	)	$	(0.0400	)

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

F-2

WORLDSTAR ENERGY, CORP. INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 (Unaudited)

																Deficit
													Accumulated			Accumulated
							Additional						Other			During the			Total
							Paid-in			Share			Comprehensive			Development			Stockholders’
	Capital Stock						Capital			Issue Costs			Income			Stage			Equity
	Shares			Amount
Balance at March 31, 2007	1		$	1		$	–		$	–		$	–		$	(21,090	)	$	(21,089	)
Inception at November 28, 2006 (legal subsidiary National Base Investment Limited (“NB”))	1		$	1		$	–		$	-		$	–		$	-		$	1
Loss for the period	–			–			–			–			–			(21,090	)	$	(21,090	)
Balance at March 31, 2007	1			1			–			–			–			(21,090	)		(21,089	)
Capital stock of NB eliminated on reverse acquisition	(1	)		(1	)		–			–			–			1			–
Balance of legal parent WorldStar Energy, Corp. (“legal parent’) stockholders’ equity before reverse acquisition	630,134			630			821,433			–			5,209			(1,834,900	)		(1,007,628	)
Reversal of legal parent’s stockholders’ equity at reverse acquisition	–			(630	)		(821,433	)		–			(5,209	)		827,272			–
Shares issued on acquisition of NB	30,000,000			–			–			–			–			–			–
Facilitation fee for reverse acquisition	2,000,000			2,000			498,000			–			–			(500,000	)		–
Private placement	22,000,000			22,000			5,478,000			(6,875	)		–			–			5,493,125
Shares issued for finders’ fee	2,200,000			2,200			547,800			(550,000	)		–			–			–
Shares issued to settle debt	931,700			932			626,673			–			–			–			627,605
Adjustment due to difference in par value of shares of NB and legal parent	–			30,630			(30,630	)		–			–			–			–
Foreign currency translation	–			–			–			–			244			–			244
Loss for the year	–			–			–			–			–			(10,217,305	)		(10,217,305	)
Balance at March 31, 2008	57,761,834			57,762			7,119,843			(556,875	)		244			(11,746,022	)		(5,125,048	)
Loss for the period	–			–			–			–			–			(3,845	)		(3,845	)
Loss for the year	–			–			–			–			–			(5,100	)		(5,100	)
Balance at December 31, 2008	57,761,834		$	57,762		$	7,119,843		$	(556,875	)	$	244		$	(11,749,867	)	$	(5,128,893	)
Balance at March 31, 2009	57,761,834			57,762			7,119,843			(556,875	)		244			(11,751,122	)		(5,130,148	)
Loss for the period	–			–			–			–			–			(4,007	)		(4,007	)
Balance at December 31, 2009	57,761,834		$	57,762		$	7,119,843		$	(556,875	)	$	244		$	(11,755,129	)	$	(5,134,155	)

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

F-3

WORLDSTAR ENERGY, CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008 (Unaudited)

								Cumulative
								Total Since
		2008			2007			Inception
		2009			2008			Inception
Cash Flows From Operating Activities:
Net loss	$	(34,~~845~~007	)	$	(13,~~595,873~~845	)	$	(10,~~242~~247,~~240~~502	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		3,494			867,728			1,326,890
Depreciation		3,494			3,494			1,331,548
Interest		–			–			812
Minority interest in net loss of subsidiaries		–			–			(5	)
Write-off of mineral exploration rights		–			–			7,317,739
Changes in operating assets and liabilities
Amount due from a minority stockholder		–			–			(110,976	)
Prepaid expenses		–			~~(116,500~~–	)		(77,772	)
Other payables and accrued expenses		–			~~(27,804~~–	)		(52,802	)
Amount due to related companies		–			–			869,385
Amount due to a minority stockholder		–			–			624,790
Net Cash Flows Used in Operating Activities		(~~351~~513	)		(~~872,449~~351	)		(344,~~179~~783	)
Cash Flows From Investing Activities:
Purchase of equipment		–			–			(7,864	)
Cash inflow on reverse take-over		–			~~24,346~~–			24,346
Cash inflow from BGI and BGHK		–			–			424,120
Cash advance to BGHK before acquisition on
Cash advance to BGHK before acquisition on February 27, 2007		–			–			(3,714,286	)
February 27, 2007		–			–			(3,714,286	)
Net Cash Flows Provided by (Used in) Investing Activities		–			–			(3,273,684	)
Net Cash Flows Provided by (Used in) Investing Activities		–			24,346			(3,273,684	)
Cash Flows From Financing Activities:
Amount advanced from ultimate holding company		–			–			3,540,000
Amount advanced from related parties		–			~~4,713~~–			15,873
Amount advanced from minority shareholders		–			~~462,315~~–			–
Amount advanced from a former stockholder		–			–			74,286
Amount advanced from a related party		–			~~369,414~~–			–
Proceeds from short-term loans		–			–			127,100
Repayment of short-term loans		–			–			(127,100	)
Proceeds from minority stockholders in subscribing subsidiaries’ allotted shares		–			–			5
Proceeds from issuance of shares		–			–			1
Net Cash Flows Provided by (Used in) Financing Activities		–			~~836,442~~–			3,630,165
Foreign Exchange Effect on Cash		–			–			(2,745	)
Net Increase (Decrease) in Cash and Cash Equivalents		(~~351~~513	)		(~~11,661~~351	)		98,~~557~~953
Cash and Cash Equivalents at Beginning of Period		9,~~908~~466			249,~~146~~908			–
Cash and Cash Equivalents at End of Period	$	98,~~557~~953		$	129,~~485~~557		$	98,~~557~~953

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

F-4

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

1. NATURE OF OPERATIONS AND GOING CONCERN

WorldStar Energy, Corp. (the “Company”) was incorporated in the State of Nevada, United States of America, on November 8, 1996. Through a reverse take-over transaction completed on August 14, 2007, the Company became the legal parent of National Base Investment Limited (“NB”), a company incorporated in the British Virgin Islands on November 28, 2006.

On January 20, 2007, NB acquired 98% equity interest in Bulgan Gold Investment Limited (“BGI”), a limited liability company incorporated in Hong Kong. On February 27, 2007, through the acquisition of 52% equity interest in a limited liability company incorporated in Hong Kong namely Bulgan Gold (HK) Limited (“BGHK”) by BGI, the Company indirectly owns 50.96% effective equity interest in Bulgan Gold LLC (“BGL”), a company established in Mongolia.

As a result of the reverse takeover transaction described in Note 5, the Company has changed its year end to March 31 to conform with the year end of the accounting acquirer. The Company is a development stage company and commenced initial mineral exploration activities in Mongolia during the period.

The Company is a holding company that only operates through its subsidiaries. Through its indirectly owned subsidiary, BGL, the Company is principally engaged in the exploration and the development of mineral deposits. BGL owns Mineral Exploration License Certificates issued by the Minerals and Petroleum Authority of Mongolia. ~~These~~During ~~are~~the ~~rights~~year toended ~~conduct~~March ~~mineral~~31, ~~exploration~~2009, the onCompany ~~selected~~ceased ~~territory~~active ~~within~~mineral ~~Mongolia~~exploration ~~and~~operations ~~have~~in aMongolia ~~specific~~and ~~tenure~~was ~~for~~not able ~~BGL~~ to ~~conduct~~ ~~its~~fund ~~exploration~~sufficient onactivities ~~reserves~~in ~~such~~order asto ~~gold,~~maintain ~~copper,~~its ~~iron,~~interests ~~cola~~in ~~and other~~the ~~rare~~Mineral ~~minerals.~~Exploration AsLicense atCertificates ~~June~~issued ~~30,~~by ~~2008,~~the weMinerals ~~had~~and ~~not~~Petroleum Authority ~~engaged~~of inMongolia. ~~any~~Accordingly, ~~exploration activities on~~ the ~~properties~~exploration ~~covered~~rights represented by ~~the Mongolian~~ those licenses, aswere weforfeited ~~had~~and ~~not yet~~the ~~completed~~Company ~~our~~wrote ~~analysis~~off of the ~~existing~~remaining ~~database~~book ~~nor~~value ~~prioritized our~~of ~~exploration~~$7,317,739 ~~targets~~as ~~(Note~~of 19March ~~(a))~~31, 2008. Subsequent to the period end, the Company ~~sold~~ sold its 100% interest in NB and acquired an exclusive sublicense from a private Canadian company for the manufacture of engineered construction products from palm oil tree waste material (notes 1918 (ba) and (cb)). Our strategic plan remains contingent on, among other things, financing, the successful completion of all documents required under a letter of intent we have signed with the owners of Palm Oil Plantations in Indonesia, the construction of processing and manufacturing facilities, and our ability to establish relationships with suppliers and distributors in South East Asia, none of which can be assured.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) on a going-concern basis, which presumes the realization of assets and the discharge of liabilities and commitments in the normal course of operations for the foreseeable future.

Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses since inception (nine months ended December 31, ~~2008~~2009 - $34,~~845~~007; ~~2007~~2008 - $13,~~595,873~~845), is currently unable to self-finance its operations, has a working capital deficiency of $5,~~155~~156,~~813~~417 (March 31, ~~2008~~2009 - $5,155,~~462~~904), a deficit accumulated during the development stage of $11,~~749~~755,~~867~~129 (March 31, 2008 - $11,~~746~~751,~~022~~122), limited resources, no source of operating cash flow, no assurance that sufficient funding will be available to conduct further operations, debts comprised of accounts payable, amounts due to related companies, a director and short-term loans totaling $5,324,023 currently due or considered delinquent, no ~~assurance~~ assurance that the Company will not face additional legal actions from creditors regarding delinquent other payables and accrued expenses, loans from directors, amounts due to , related companies, and short-term loans, and there is no assurance that the Company’s business plans will become commercially viable or profitable. Any one or a combination of these above conditions could result in failure of the business and require the Company to cease operations.

F-5

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

1. NATURE OF OPERATIONS AND GOING CONCERN (Cont’d)

actions from creditors regarding delinquent other payables and accrued expenses, loans from directors, amounts due to , related companies, and short-term loans, and there is no assurance that the Company’s business plans will become commercially viable or profitable. Any one or a combination of these above conditions could result in failure of the business and require the Company to cease operations

The Company's ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to repay its current obligations, fund working capital and overhead requirements, fund the development of the Company’s mineral exploration rights and the Company’s ability to achieve profitable operations. Management plans to obtain financing through future common share private placements. The Company’s continued existence is dependent upon its ability to achieve its operating plan. There can be no assurance provided the Company will be able to raise sufficient debt or equity capital from the sources described above, on satisfactory terms. If management is unsuccessful in obtaining financing or in achieving long-term profitable operations, the Company will be required to cease operations.

All of the Company's debt is either due on demand or is overdue and is now due on demand. The Company will seek to obtain creditors' consents to delay repayment of the outstanding promissory notes payable and related interest thereto, until it is able to replace this financing with funds generated by operations, replacement debt or from equity financings through private placements. While the Company's creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.

If the going concern assumption were not appropriate for these consolidated financial statements then adjustments may be necessary to the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of the management of the Company, the consolidated financial statements for the periods presented include all adjustments, including normal recurring adjustments, necessary to fairly present the results of such periods and the financial position as of the end of said periods.

F-6

WORLDSTAR ENERGY, CORP.
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008

3. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated.

F-6

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Use of Estimates

In preparing of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring management estimates relate to allowance for doubtful accounts, useful lives of property, plant and equipment and mineral exploration rights, asset retirement obligation estimates, accrued liabilities, and the determination of the valuation allowance for future income taxes. While management believes the estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

Foreign currency translation

The functional currency of the Company is the United States dollar (“US dollar”). Amounts recorded in foreign currency are translated into US dollars as follows:

	i.	Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;

	ii.	Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

	iii.	Interest income and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

Gains and losses arising from this translation of foreign currency are included in the consolidated statements of operations.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. As of December 31, 2008 most of the cash and cash equivalents were denominated in US dollars and were placed with banks in Mongolia, Hong Kong and Canada.

Concentrations of credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and amounts due from related parties. As of December 31, ~~2008~~2009, substantially all of the Company and related companies’ cash and cash equivalents and related companies were held by major financial institutions located in Mongolia, Hong Kong, and Canada which management believes are of high credit quality.

F-7

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition of the asset and other costs directly attributable to bringing the asset to working condition for its intended use. The cost of self-constructed assets includes the cost of materials and direct labour. Depreciation is provided on straight-line basis over their estimated useful lives. The principal depreciation rates are as follows:

	Annual rate

Furniture	10%
Computer software	10%
Computers	33.33%

Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

Mineral exploration rights

Mineral exploration rights are stated at cost less accumulated amortization and are amortized on the straight-line basis over the tenure of the lease. Exploration and related costs and costs to maintain mineral rights and leases are expensed as incurred.

Impairment of long-lived assets

Asset retirement obligations (“ARO”)

Long-lived assets, including mineral exploration rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and is charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.

F-8

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Basic and diluted loss per share

Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing the net loss by the sum of the weighted average number of common shares outstanding and the dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the shares issuable upon exercise of stock options and warrants calculated using the treasury stock method. Common equivalent shares are not included in the calculation of the weighted average number of shares outstanding for diluted loss per common shares when the effect would be anti-dilutive.

Income taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Financial instruments and comprehensive income

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for- trading are measured at fair value with gains and losses recognized in net income (loss). Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity. Any financial instrument may be designated as held-for-trading upon initial recognition.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments and amortized using the effective interest method.

Comprehensive income or loss is defined as the change in equity from transactions and other events from sources other than the Company’s stockholders. Other comprehensive income or loss refers to items recognized in comprehensive income or loss that are excluded from operations calculated in accordance with US GAAP. The Company has no items of other comprehensive income in any period presented. Therefore, net loss as presented in the Company’s consolidated statements of operations equals comprehensive loss.

F-9

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recently adopted accounting pronouncements

(i) In December ~~2006~~2007, the FASB issued ~~Staff~~SFAS ~~Position~~ No. ~~EITF 00-19-2~~141(R), “~~Accounting~~Business ~~for~~Combinations” ~~Registration~~(SFAS ~~Payment~~141(R)), ~~Arrangement”~~which ~~(“SP~~replaces ~~EITF~~SFAS ~~00-19-2”~~141. SFAF 141(R) requires assets and liabilities acquired in a business combination, contingent consideration and certain acquired contingencies to be measured at their fair values as of the date of acquisition. SP ~~EITF~~SFAS ~~00-19-2~~141(R) ~~specifies~~also requires that acquisition-related costs and restructuring costs be recognized separately from the ~~contingent~~business ~~obligation~~combination. toSFAS ~~make~~141(R) ~~future~~is ~~payments or~~effective ~~otherwise~~for ~~transfer~~fiscal ~~consideration~~years ~~under~~beginning aafter ~~registration~~December ~~payment~~15, ~~arrangement~~2008 and will be effective for business combinations entered into after January 1, ~~whether~~ 2009. The new guidance did not have an impact on the Company’s consolidated financial statements. (ii) In December 2007, the FASB issued asSFAS aNo. ~~separate~~160, ~~agreement~~“Non-Controlling orInterests ~~included~~in Consolidated Financial Statements, an Amendment of ARB No. 51” (SFAS 160). SFAS 160 clarifies the accounting for non-controlling interests and establishes accounting and reporting standards for the non-controlling interest in a subsidiary, including classification as a ~~provision~~component of aequity. ~~financial instrument~~SFAS or160 ~~other~~is ~~agreement~~effective for fiscal years beginning after December 15, ~~should~~2008. beThe ~~separately~~new ~~recognized~~guidance ~~and~~did ~~measured~~not ~~in accordance~~have ~~with~~an impact on the Company’s consolidated financial statements. (iii) In March 2008, the FASB issued SFAS No. 5161, ~~“Accounting~~Disclosures ~~for~~about ~~Contingencies”~~Derivative Instruments and ~~FASB Interpretation~~Hedging NoActivities ("SFAS 161"). 14SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, ~~“Reasonable~~financial ~~Estimation~~performance and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the ~~Amount~~fair values of derivative instruments and their gains and losses in a ~~Loss”~~tabular format. ~~This guidance~~It isalso provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years ~~beginning on~~and orinterim periods beginning after ~~December~~November 15, ~~2006~~2008, and were adopted by the Company beginning in the first quarter of 2009. The new guidance did not have an impact on the Company’s ~~adopted~~consolidated SPfinancial ~~EITF~~statements. 00(iv) In May 2008, the FASB issued Accounting Principles Board (“APB”) Opinion No. 14-19 1, “Accounting for Convertible Debt Instruments that may be settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSB APB 14-21”). The FSP will require cash settled convertible debt to be separated into debt and equity components at issuance and a value to be assigned to each. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value will be recorded as a debt discount and amortized to interest expense over the life of the bond. FSP APB 14-1 will become effective ~~April~~ January 1, ~~2007~~2009. The new guidance did not have an impact on the Company’s consolidated financial statements. (v) In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, ~~considers~~therefore, need to be included in the ~~adoption~~earnings ~~had~~allocation noin ~~material~~computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non- forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03- 6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior period earnings per share amounts presented shall be adjusted retrospectively. The new guidance did not have an impact on ~~its~~ the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with few exceptions. SFAS 159 also establishes presentation and disclosure requirements to facilitate comparisons between companies that choose different measurement attributes for similar assets and liabilities. The requirements of SFAS 159 are effective for the Company’s fiscal year on or after November 15, 2007. The Company adopted SFAS 159 effective April 1, 2008 and considers the adoption of SFAS 159 had no material impact on its consolidated financial statements.

Recently issued accounting pronouncements

(i) In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS 141(R)), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities acquired in a business combination, contingent consideration and certain acquired contingencies to be measured at their fair values as of the date of acquisition. SFAS 141(R) also requires that acquisition-related costs and restructuring costs be recognized separately from the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and will be effective for business combinations entered into after January 1, 2009. The Company believes there will be no impact on the Company’s consolidated financial statements. (ii) In December 2007, the FASB issued SFAS No. 160, “Non-Controlling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (SFAS 160). SFAS 160 clarifies the accounting for non- controlling interests and establishes accounting and reporting standards for the non-controlling interest in a subsidiary, including classification as a component of equity. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company does not currently have any minority interests, therefore this pronouncement will have no impact on the Company’s consolidated financial statements. (iii) In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, and will be adopted by the Company beginning in the first quarter of 2009. The Company does not expect there to be any significant impact of adopting SFAS 161 on its consolidated financial statements.

F-10

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

(iv) In May 2008, the FASB issued FASB FSB Accounting Principles Board (“APB”) Opinion No. 14-1, “Accounting for Convertible Debt Instruments that may be settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSB APB 14-1”). The FSP will require cash settled convertible debt to be separated into debt and equity components at issuance and a value to be assigned to each. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value will be recorded as a debt discount and amortized to interest expense over the life of the bond. FSP APB 14- 1 will become effective January 1, 2009. The Company does not expect that FSB APB 14 -1 will have a material impact on the Company’s consolidated financial statements. (v) In June 2008, the FASB issued FSP EITF 03 -6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. Under the guidance in FSP EITF 03 -6-1, unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior period earnings per share amounts presented shall be adjusted retrospectively. The Company does not expect that FSP EITF 03-6-1 will have a material impact on the Company’s consolidated financial statements. (vi) In June 2008, the FASB ratified the consensus reached by the EITF on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF No. 07-5”). EITF No. 07-5 provides guidance for determining whether an equity- linked financial instrument (or embedded feature) is indexed to an entity’s own stock. EITF No. 07-5 applies to any freestanding financial instrument or embedded feature that has all of the characteristics of a derivative or freestanding instrument that is potentially settled in an entity’s own stock (with the exception of share-based payment awards within the scope of SFAS 123(R)). To meet the definition of “indexed to own stock,” an instrument’s contingent exercise provisions must not be based on (a) an observable market, other than the market for the issuer’s stock (if applicable), or (b) an observable index, other than an index calculated or measured solely by reference to the issuer’s own operations, and the variables that could affect the settlement amount must be inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company does not expect the adoption of EITF No. 07-5 to change the classification or measurement of its financial instruments

(vi)	In June 2008, the FASB ratified the consensus reached by the EITF on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF No. 07-5”). EITF No. 07-5 provides guidance for determining whether an equity- linked financial instrument (or embedded feature) is indexed to an entity’s own stock. EITF No. 07-5 applies to any freestanding financial instrument or embedded feature that has all of the characteristics of a derivative or freestanding instrument that is potentially settled in an entity’s own stock (with the exception of share-based payment awards within the scope of SFAS 123(R)). To meet the definition of “indexed to own stock,” an instrument’s contingent exercise provisions must not be based on (a) an observable market, other than the market for the issuer’s stock (if applicable), or (b) an observable index, other than an index calculated or measured solely by reference to the issuer’s own operations, and the variables that could affect the settlement amount must be inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The new guidance did not have an impact on the Company’s consolidated financial statements.

(vii)	Effective July 1, 2009, the FASB’s Accounting Standards Codification (“ASC”) became the single official source of authoritative, nongovernmental generally accepted accounting principles (“GAAP”) in the U.S. The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. The Codification is required to be applied to financial statements issued for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and did not impact the Company’s consolidated financial statements.

Recently issued accounting pronouncements

(i)

In April 2010, the FASB issued ASU 2010-13, “Compensation—Stock Compensation (ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010- 13”). ASU 2010-13 provides amendments to ASC Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company does not expect the adoption of this ASU effective April 1, 2011 to have a material impact on the Company’s consolidated financial statements.

F-11

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

4. FINANCIAL INSTRUMENTS AND RISKS

The Company has classified its financial instruments as follows:

Cash and cash equivalents – as held-for-trading
Amount due from a director – as loans and receivables
Accounts payable, loans from directors, amount due to related companies, amount due to a director, and short-term loans – as other financial liabilities

(a)

Fair value

The carrying amounts of cash and cash equivalents, accounts payable and short-term loans approximate their respective fair values because of the short-term maturities of those instruments. The fair values of amounts due to related companies, loans from directors, amount due to a director have not been disclosed as their fair values cannot be reliably measured since the parties are not at arm’s length.

(b)	Credit risk

	Credit risk is the risk that a counter -party to a financial instrument will fail to discharge its contractual obligations.

	The Company mitigates credit risk, in respect of cash and cash equivalents, by purchasing highly liquid, short-term investments with maturities of less than three months, held at a high-credit quality Hong Kong, Canadian and Mongolian financial institutions.

	With respect to the amount due from a director, the credit risk has been assessed as low by management as the Company has strong working relationship with the party involved.

	The Company’s concentration of credit risk and maximum exposure thereto is as follows:

		December 31,		March 31,
		2008		2008
		2009		2009
Cash	$	98,~~526~~922	$	9,~~877~~435
Short-term investments		31		31
Amount due from a director		77,257		77,257
	$	86,~~814~~210	$	8786,~~165~~723

(c) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. The Company’s cash and cash equivalents at December 31, 2009 totalled $8,953 (March 31, 2009 - $9,466) which will not be sufficient to meet its obligations related to its accounts payable and accrued liabilities of $219,529 (March 31, 2009 - $219,529) and a total of $5,104,494 (2009 - $5,104,494) for loans from directors, amounts due to ultimate holding company (pre-acquisition); related companies; a director; and a former stockholder, due to related companies and short-term loans.

F-12

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

4.	FINANCIAL INSTRUMENTS AND RISKS (Cont’d)
	reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. The Company’s cash and cash equivalents at December 31, 2008 totalled $9,557 (March 31, 2008 - $9,908) which will not be sufficient to meet its obligations related to its accounts payable and accrued liabilities of $219,529 (March 31, 2008 - $219,529) and a total of $5,104,494 (2008 - $5,104,494) for loans from directors, amounts due to ultimate holding company (pre-acquisition); related companies; a director; and a former stockholder, due to related companies and short-term loans.
	All its non-derivative financial liabilities are made up of accounts payable and accrued liabilities which are due within the first fiscal quarter of 2009 and loans from directors, amounts due to ultimate holding company (pre-acquisition); due to related companies; due to a director; and due to a former stockholder, due to related parties and short -term loans are due on demand.

4. FINANCIAL INSTRUMENTS AND RISKS (Cont’d)

(d) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk. (d) Market risk (Cont’d) (i) Interest rate risk Interest rate risk consists of two components: (a) To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk. (b) To the extent that changes in prevailing market interest rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

	All its non-derivative financial liabilities are made up of accounts payable and accrued liabilities which are due within the first fiscal quarter of 2011 and loans from directors, amounts due to ultimate holding company (pre-acquisition); due to related companies; due to a director; and due to a former stockholder, due to related parties and short -term loans are due on demand.

(d)	Market risk

	Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk.

	(i)	Interest rate risk

		Interest rate risk consists of two components:

	(a)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

	(b)	To the extent that changes in prevailing market interest rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

The Company is exposed to interest rate cash flow risk on its loans from directors with a variable interest rate as the interest on the loans will fluctuate during the term of the loans as interest rates fluctuate. The Company is exposed to interest rate price risk on its short-term loans debt with fixed interest rates as the prevailing interest rate can differ from the interest rate of the loans.

The Company’s cash and cash equivalents consist of cash held in bank accounts and short-term investments. Due to the short-term nature of these financial instruments, fluctuations in market interest rates do not have a significant impact on estimated fair values and on cash flows as of ~~March~~December 31, 2009.

F-13

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

4.	FINANCIAL INSTRUMENTS AND RISKS (Cont’d)
	(ii)	Foreign currency risk
		The Company is exposed to foreign currency risk as certain monetary financial instruments are denominated in Mongolian tugrug (“MNT”). The Company has US$1,127,000 (March 31, 2008 - $1,127,000) of net monetary liabilities in MNT and the Company’s sensitivity analysis suggests that a change in absolute rate of exchange in MNT by 10% (2008 – 10%) would increase or decrease net loss by $112,700 (March 31, 2008 - $112,700) in these consolidated financial statements. The Company has not entered into any foreign currency contracts to mitigate this risk.

4. FINANCIAL INSTRUMENTS AND RISKS (Cont’d)

	(ii)	Foreign currency risk

		The Company is exposed to foreign currency risk as certain monetary financial instruments are denominated in Mongolian tugrug (“MNT”). The Company has US$1,127,000 (March 31, 2009 - $1,127,000) of net monetary liabilities in MNT and the Company’s sensitivity analysis suggests that a change in absolute rate of exchange in MNT by 10% (2008 – 10%) would increase or decrease net loss by $112,700 (March 31, 2009 - $112,700) in these consolidated financial statements. The Company has not entered into any foreign currency contracts to mitigate this risk.

5. REVERSE TAKOVER AND RECAPITALIZATION

Effective August 14, 2007, the Company completed the acquisition of all of the issued and outstanding common shares of National Base Investment Limited (“National Base”) in exchange for 30,000,000 common shares issued from treasury and the payment of $1,360,000 to its shareholder, Jewel Star Group Ltd. A private placement of 22,000,000 shares at $0.25 per share for gross proceeds of $5,500,000 was a condition of this transaction and was also completed as of that date.

Legally, the Company is the parent of National Base. However, as a result of the share exchange described above, control of the combined companies passed to the former shareholders of National Base. This type of share exchange is referred to as a “reverse takeover”. A reverse takeover involving a non-public enterprise and a non-operating public enterprise with nominal net non-monetary assets is a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to the issuance of shares by National Base for the net assets of the Company, accompanied by a recapitalization of National Base. The net asset (deficiency) of the Company totaled $(1,007,628) at the date of acquisition, based upon the Company’s capital and accumulated deficit as at August 14, 2007, which was transferred to the continuing deficit, and has been allocated as follows:

Assets acquired:
Cash and cash equivalents	$	24,346
Advances receivable from the Jewel Star Group of companies		5,300,000
		5,324,346
Less liabilities assumed:
Accounts payable and accrued liabilities		(211,244	)
Obligation to issue shares		(627,605	)
Share subscriptions received in advance of the transaction, net of costs		(5,493,125	)

Net purchase price deficiency	$	(1,007,628	)

Legal parent capital transferred to continuing deficit	$	827,272
Legal parent deficit transferred to continuing deficit		(1,834,900	)

Net purchase price deficiency	$	(1,007,628	)

F-14

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

5. REVERSE TAKOVER AND RECAPITALIZATION (Cont’d)

The consolidated statements of operations and cash flows for the nine months ended December 31, 2007, onward are those of National Base to the date of the reverse takeover when operations were combined. The consolidated balance sheets at December 31 and March 31, 2008, statements of operations and cash flows for the nine and three months ended December 31, 2008, statements of operations and cash flows for the three months ended December 31, 2007 include National Base’s operations and cash flows for the nine and three months ended December 31, 2008 and the three months ended December 31,2 007 and the Company’s operations and cash flows for the nine and three months ended December 31, 2008 and for the three months ended December 31, 2007. The number of common shares outstanding as at December 31, 2008 are those of the Company’s.

The consolidated balance sheets at December 31 and March 31, 2009, statements of operations and cash flows for the nine and three months ended December 31, 2009, statements of operations and cash flows for the three months ended December 31, 2009 include National Base’s operations and cash flows for the nine and three months ended December 31, 2009 and the three months ended December 31,2008 and the Company’s operations and cash flows for the nine and three months ended December 31, 2009 and for the three months ended December 31, 2008. The number of common shares outstanding as at December 31, 2009 are those of the Company’s.

The results of operations of the Company for the period from April 1, 2007 to August 14, 2007 are as follows:

Expenses
Management fees	$	20,000
Professional fees		48,719
Transfer agent and filing fees		2,884
Foreign exchange		1,148
Office		131
Write-off of Indonesian project costs		159,000

Loss for the period	$	231,882

6. INCOME TAXES

United States

The Company is subject to income tax at the rate of 35% on income earned in the United States. As of December 31, ~~2008~~2009, all of the Company’s operations were carried on outside the US and the Company had accumulated losses for income tax purposes of approximately $2,400,000, however, utilization of any such losses against future taxable income is limited under the Internal Revenue Code as a result of corporate reorganizations in 2002 and 2007 involving separate changes in control which substantially restrict tax loss utilization.

BVI

The Company’s subsidiary was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.

Hong Kong

No provision for Hong Kong profits tax has been made in these consolidated financial statements as BGI and BGHK did not carry on any business in Hong Kong during the reporting period.

F-15

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

Mongolia

BGL is subject to Mongolia income tax at a rate of 10%. No provision of Mongolia income tax has been made in these financial statements as BGL has no taxable income during the reporting period.

7. AMOUNT DUE TO RELATED COMPANIES AND AMOUNT DUE TO A DIRECTOR

The amounts are interest-free, unsecured and repayable on demand.

8. PROPERTY, PLANT AND EQUIPMENT

		December 31,			March 31,
		2008			2008
		2009			2009
Costs:
Furniture	$	497		$	497
Computer software		34,830			34,830
Computers		361			361
		35,688			35,688
Accumulated depreciation		(813,~~768~~426	)		(59,~~274~~932	)
Net	$	2622,~~920~~262		$	3025,~~414~~576

9. LOANS ~~MINERAL~~FROM ~~EXPLORATION~~DIRECTORS ~~RIGHTS~~

		December 31,		March 31,
		2008		2008
Cost	$	-	$	8,636,214
Accumulated amortization		-		(1,318,475	)
		-		7,317,739
Write-off of mineral exploration rights		-		(7,317,739	)
Net	$	-	$	-

The amount represents the mineral exploration rights within Mongolia in the form of 50 minerals exploration license certificates issued by the Minerals and Petroleum Authority of Mongolia. These are rights to conduct mineral exploration on selected territory within Mongolia and have a specific tenure for the Company to conduct its exploration.

During the year ended March 31, 2008, the Company wrote-off $7,317,739, the remaining balance of the mineral exploration rights (note 19(a)).

F-16

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2008 AND 2007

10. LOANS FROM DIRECTORS

These amounts are interest-free, unsecured and repayable on demand.

1110. SHORT-TERM ~~LOANS~~ LOANS

As of December 31, ~~2008~~2009 the unsecured loans granted from a third party bear interest at 12% per annum ~~with~~and ais ~~term~~due ofon ~~maturity less than 1 year~~demand.

1211. CAPITAL STOCK

The authorized common stock of the Company consists of 100,000,000 common shares (previously 25,000,000 shares) with a par value of $0.001, following the approval by stockholders of an amendment to the Company’s ~~Articles~~ Articles of Incorporation effective April 1, 2005.

On August 14, 2007, the Company issued 30,000,000 common shares pursuant to the reverse takeover transaction (Note 5) to acquire a 100% interest in National Base Investment Limited, together with an additional 2,000,000 common shares issued in facilitation of this transaction.

F-16

WORLDSTAR ENERGY, CORP.
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008

Concurrently, the Company also completed a private placement financing of 22,000,000 common shares at a price of $0.25 per share for gross proceeds of $5,500,000. A financing fee of 2,200,000 common shares at a price of $0.25 per share and $6,875 in cash were also paid.

Additionally, 931,700 common shares were issued for debt settlement.

During the year ended March 31, 2008, 500,000 ~~commonshares~~common shares, valued at a market price of $0.31, were issued for debt settlement of $179,705 to a company whose principal is a director of the Company. This transaction resulted in a gain on debt settlement of $24,705 in the 124 day-period ended March 31, 2007. Also, 272,700 common shares at market value of $1.15 per share and 159,000 common shares at a market value of $1.00 per share were issued by the Company to its certain non-related shareholders for debt settlement.

No share issuances occurred during the nine-month period ended December 31, ~~2008~~2009.

1312. COMMMITMENT AND CONTINGENCIES

The Company had no commitments or contingent liabilities as of December 31, ~~2008~~2009.

1413. MINORITY ~~INTERESTS~~ INTERESTS

Minority interests result from the consolidation of 98% owned subsidiary of BGI and 50.96% owned subsidiaries of BGHK and BGL. As of December 31, ~~2008~~2009, BGI, BGHK and BGL recorded a net liability. As a result, the minority interests in the net loss of these subsidiaries is $Nil for the nine months ended December 31, ~~2008~~2009 due to the minority stockholders’ equity balance being $Nil at March 31, ~~2008~~2009. Such minority interests in the net losses of the subsidiaries have not been recorded, the minority interests in future profits will not be recognized until the aggregate of such profits equal the aggregate unrecognized losses.

~~F-17~~14. RELATED PARTY TRANSACTIONS

~~WORLDSTAR~~Apart ~~ENERGY~~from the transactions as disclosed in notes 7, ~~CORP~~9 and 11 to the consolidated financial statements, during the nine months ended December 31, 2009 and 2008, the Company had no other material transactions with its related parties during the reporting periods. ~~NOTES~~Amounts TOdue ~~INTERIM~~to ~~UNAUDITED~~related parties are ~~CONSOLIDATED~~non-interest ~~FINANCIAL~~bearing ~~STATEMENTS~~and unsecured. These transactions were in the normal course ~~FOR~~of ~~THE~~operations ~~NINE~~and ~~MONTHS~~were ~~ENDED~~measured ~~DECEMBER~~at 31the exchange amount, ~~2008~~which ~~AND~~is ~~2007~~the amount of consideration established and agreed to by the related parties.

15. ~~RELATED PARTY~~ SEGMENT ~~TRANSACTIONS~~INFORMATION

~~Apart~~The ~~from the transactions as disclosed in notes 7, 10 and 12 to the consolidated financial statements, during the nine months ended December 31, 2008 and 2007, the~~ Company ~~had~~operates ~~no other material transactions with its related parties during the reporting periods. Amounts due to related parties are non-interest bearing and unsecured. These transactions were~~ in ~~the~~a ~~normal~~single ~~course of operations and were measured at the exchange amount~~segment, ~~which~~being ~~is the amount of~~conducting ~~consideration~~mineral ~~established~~exploration ~~and~~on ~~agreed~~selected toterritory bywithin ~~the related parties~~Mongolia.

16. SEGMENT INFORMATION

The Company operates in a single segment, being conducting mineral exploration on selected territory within Mongolia (note 19(a)).

All of the Company’s long-lived assets are located in the Mongolia territory during the reporting periods.

F-17~~. SUPPLEMENTAL DISCLOSURES~~ ~~OF CASH FLOW INFORMATION~~

		Nine months		Nine months
		ended		ended		Cumulative
		December 31,		December 31,		Total Since
		2008		2007		Inception
Cash paid for:
Interest	$	–	$	4,161	$	4,161
Income taxes	$	–	$	–	$	–
Shares issued for debt settlement	$	–	$	627,605	$	627,605

WORLDSTAR ENERGY, CORP.
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2009 AND 2008

1816. ~~RISK~~ SUPPLEMENTAL DISCLOSURES ~~AND~~OF ~~CAPITAL MANAGEMENT~~CASH FLOW INFORMATION

		Nine months		Nine months
		ended		ended		Cumulative
		December 31,		December 31,		Total Since
		2009		2008		Inception

Cash paid for:
Interest	$	–	$	–	$	9,011
Income taxes	$	–	$	–	$	–
Shares issued for debt settlement	$	–	$	–	$	627,605

17. RISK AND CAPITAL MANAGEMENT

The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company in order to support future business opportunities. The Company defines its capital as shareholders’ equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company currently has no source of revenues; as such, the Company is dependent upon external financings or the sale of assets (or an interest therein) to fund activities. In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended December 31, ~~2008~~2009. The Company is not subject to externally imposed capital requirements.

F-18

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, ~~2008~~2009 AND ~~2007~~2008

1918. SUBSEQUENT EVENTS

a)	Effective September 8, 2011, the Company sold its 100% interest in NB to an arm’s length party in exchange for $10 and an indemnification in favor of the Company against all present and future obligations of NB. As a result of the sale, the Company will cease consolidating NB on that date, which will result in reductions of assets and liabilities. On a pro-forma basis (as if the sale of NB had occurred on December 31, ~~2008~~2009), the assets would be reduced by $~~190~~185,~~394~~736, the total liabilities would be reduced by $5,095,628 with a resultant gain of $4,~~905~~909,~~235~~892.
	As at December 31, 2008, pro-forma continuing operations would consist of assets of $4,736 and liabilities of $228,395. Operations for the period ended December 31, 2008 would have amounted to a net loss of $351 and a loss per share of $0.00.
	As at December 31, 2009, pro-forma continuing operations would consist of assets of $4,132 and liabilities of $228,395. Operations for the period ended December 31, 2008 would have amounted to a net loss of $513 and a loss per share of $0.00.
	b) Subsequent to the year end, the Company acquired an exclusive sublicense to use and apply, in Southeast Asia, including China, the patent-pending processes and solutions licensed by a private Canadian company (the “vendor’), for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties. This sublicense is for a 10 year term, and is renewable for successive periods of 10 years each. The Company has agreed to pay a CAD$150,000 acquisition fee to the vendor, to be paid by the issuance of 10,000,000 fully paid shares of common stock in the capital of the Company and to pay a continuing royalty to the vendor. The Company must, in order to preserve the license rights, purchase from the vendor certain escalating minimum quantities of a certain solution during each year of the term of the sublicense agreement.
b)	Subsequent to the year end, the Company acquired an exclusive sublicense to use and apply, in Southeast Asia, including China, the patent-pending processes and solutions licensed by a private Canadian company (the “vendor’), for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties. This sublicense is for a 10 year term, and is renewable for successive periods of 10 years each. The Company has agreed to pay a CAD$150,000 acquisition fee to the vendor, to be paid by the issuance of 10,000,000 fully paid shares of common stock in the capital of the Company and to pay a continuing royalty to the vendor. The Company must, in order to preserve the license rights, purchase from the vendor certain escalating minimum quantities of a certain solution during each year of the term of the sublicense agreement.

F-19

Item 2. Management’s Discussion and Analysis

The following discussion of our financial condition, changes in financial condition and results of operations for the three and nine month periods ended December 31, ~~2008~~2009 and ~~2007~~2008 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three and nine month periods ended December 31, ~~2008~~2009 and ~~2007~~2008. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth below under the heading “Risk Factors”.

Overview of Our Business

We were incorporated on November 8, 1996 under the laws of the State of Nevada under the name “Flintrock Financial Services, Inc.” Concurrent with the reverse merger with Tysa Corporation on March 1, 2000 we changed our name to “Auteo Media, Inc.” effective March 14, 2000. On April 1, 2005 we changed our name to “WorldStar Energy, Corp.” and amended our articles of incorporation to increase our authorized share capital to 100,000,000 shares of common stock.

Our principal executive offices are located at Rm 803, 8/F, Jubilee Centre, No. 42 Gloucester Road Wanchai, Hong Kong, China We became a “shell” company as defined in Rule 12b–2 of the Exchange Act upon the sale of substantially all of our assets in July 2002.

We became a “shell” company as defined in Rule 12b–2 of the Exchange Act upon the sale of substantially all of our assets in July 2002.

Acquisition of National Base Investment Limited

On August 14, 2007, we completed the acquisition of all of the issued and outstanding shares of National Base, a company incorporated pursuant to the laws of the British Virgin Islands on November 28, 2006, from Jewel, also incorporated pursuant to the laws of the British Virgin Islands and the principal of which was our then President and Chief Executive Officer. The acquisition was completed in accordance with the Share Purchase Agreement dated February 12, 2007 among our Company, Jewel and National Base.

At the time of the acquisition, National Base owned interests in 50 mineral exploration licenses in Mongolia. National Base owns 98% of BGI, a Hong Kong corporation, which in turn owns 52% of BGHK. The other 48% of BGHK shares are owned by a Hong Kong businessman as to 18% and a Mongolian businessman as to 30%. They currently remain minority shareholders in the Company. BGHK owns 100% of BGL, a Mongolian corporation. BGL owned the 50 mineral exploration licenses over properties in Mongolia.

The Mongolian licenses covered an aggregate of some 817,000 hectares (8,200 square kilometers) of lands believed to be prospective for base and precious minerals. The properties contained no known reserves of any type of minerals. At the time of our acquisition of National Base, our plan was to organize the Mongolian licenses and prioritize exploration targets, as exploration work was required to further delineate and expand the known mineralization on the properties. As well, prospecting work and database reviews of other historical work were to be undertaken.

- 2 -

We filed a Current Report on Form 8 K with the SEC on August 27, 2007 which provides, among other things, further information relating to the acquisition of National Base and the properties we had planned to explore, including risk factors relating to our business.

We also filed a current report on December 20, 2007 disclosing that National Base, as the legal subsidiary, is treated as the acquiring company with the continuing operations. As National Base constitutes the operations of the Company, the Company has changed its fiscal year end to March 31, thereby adopting the same fiscal year end as National Base. In accordance with SEC guidance, as National Base constitutes the accounting acquirer, no transition report is required in connection with this change in year end.

Current Status

As at December 31, ~~2008~~2009, we had not engaged in any exploration activities on the properties covered by the Mongolian licenses, as we had not yet completed our analysis of the existing database nor prioritized our exploration targets.

Due in large part to the economic recession that commenced in the United States in December 2007, and the general worldwide economic downturn that followed, we were unable to raise sufficient financing to commence our planned exploration activities on the properties covered by the Mongolian licenses. As a result, during the year ended March 31, 2009, our Company was forced to cease operations in Mongolia, and we were unable to maintain our interests in the Mineral Exploration License Certificates issued by the Minerals and Petroleum Authority of Mongolia. Accordingly, the exploration rights represented by the Mongolian licenses were forfeited, our Company wrote off the remaining book value of $7,317,739 as of March 31, 2008, and we once again became a “shell” company as defined in Rule 12b–2 of the Exchange Act.

Our Plan of Operations

Overview

As of the date hereof, we have no operations and only nominal assets. We propose to identify and evaluate businesses and assets with the view to completing an acquisition.

Capital Costs

During the next 12 months we anticipate that we will not generate any revenue. We had cash of $98,~~557~~953 and a working capital deficiency of $5,~~155~~156,~~813~~417 at December 31, ~~2008~~2009.

Results of Operations – Three and Nine months Ended December 31, ~~2008~~2009 and ~~2007~~2008

The following table sets forth our operating results for the three and nine months ended December 31, ~~2008~~2009, as compared with our operating results for the three and nine months ended December 31, ~~2007~~2008.

- 3 -

Consolidated Loss from Operations

		Three Months Ended									Nine Months Ended
		December			December			Change			December			December			Change
		31,			31,			(Increase/			31,			31,			(Increase/
		2008			2007			Decrease)			2008			2007			Decrease)
		2009			2008			Decrease)			2009			2008			Decrease)
		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Amortization of mineral exploration rights and depreciation of equipment	$	1,165		$	289,385		$	(288,220	)	$	3,494		$	867,728		$	(864,234	)
Depreciation of equipment	$	1,165		$	1,165		$	–		$	3,494		$	3,494		$	–
Property exploration and maintenance		–			–			–			–			390,473			(390,473	)
General and administrative expenses		80			170			(90	)		513			351			162
General and administrative expenses		170			104,485			(104,315	)		351			330,969			(330,618	)
Loss from operations	$	(1,245	)	$	(1,335	)	$	90		$	(4,007	)	$	(3,845	)	$	(162	)
Loss from operations	$	(1,335	)	$	(393,870	)	$	392,535		$	(3,845	)	$	(1,589,170	)	$	1,585,325

~~Amortization of Mineral Exploration Rights and~~ Depreciation of Property, Plant and Equipment

Our ~~amortization and~~ depreciation expenses ~~decreased~~did tonot ~~$1,165 for~~change between the three months ended December 31, 2009 and 2008,. asAs ~~compared~~of toApril ~~$289~~1,~~385~~ ~~for~~2008, ~~the~~this account ~~three~~comprised ~~months~~only ~~ended~~of ~~December~~accumulated ~~31,~~depreciation ~~2007.~~of ~~The~~property, ~~decrease~~plant ~~was~~and ~~primarily~~equipment ~~due to the~~as ~~write-off~~the of mineral exploration rights were written-off to $Nil at March 31, 2008, ~~thus the~~ amortization of mineral exploration rights ~~recorded~~were ~~for~~no ~~the~~longer ~~three months ended December 31, 2008 was $Nil compared to $287,730 for the three months ended December 31, 2007~~recorded. ~~The remainder was due to the decrease in accumulated depreciation of property, plant and equipment for the three months ended December 31, 2008 as compared to the same period in 2007.~~

Our ~~amortization and~~ depreciation expenses ~~decreased~~did tonot ~~$3,494 for~~change between the nine months ended December 31, 2009 and 2008,. asAs ~~compared~~of toApril ~~$867~~1,~~728~~ ~~for~~2008, ~~the~~this account ~~nine~~comprised ~~months~~only ~~ended~~of ~~December~~accumulated ~~31,~~depreciation ~~2007.~~of ~~The~~property, ~~decrease~~plant ~~was~~and ~~primarily~~equipment ~~due to the~~as ~~write-off~~the of mineral exploration rights were written-off to $ Nil at March 31, 2008, ~~thus the~~ amortization of mineral exploration rights ~~recorded~~were ~~for~~no ~~the~~longer ~~nine months ended December 31, 2008 was $Nil compared to $866,073 for the nine months ended December 31, 2007~~recorded. ~~The remainder was due to the increase in accumulated depreciation of property, plant and equipment for the nine months ended December 31, 2008 as compared to the same period in 2007.~~

Property Exploration and Maintenance

Property exploration and maintenance were $Nil for the three months ended December 31, 2008 and 2007.

Property exploration and maintenance decreased to $Nil for the nine months ended December 31, 2008 as compared to $390,473 for the nine months ended December 31, 2007. The decrease was due to the write-off of mineral exploration rights to $Nil at March 31, 2008.

General and Administrative Expenses

Our general and administrative expenses decreased to $~~170~~80 ~~for~~during the three months ended December 31, ~~2008~~2009 as compared to $~~104,485~~170 ~~for~~during the three months ended December 31, ~~2007~~2008. The ~~decrease~~Company inwas ~~general~~basically ~~and~~inactive ~~administrative expenses is primarily due to decrease in activities of the Company~~ beginning April 1, 2008.

-Our 4general -and administrative expenses increased to $513 during the nine months ended December 31, 2009 as compared to $162 during the nine months ended December 31, 2008. The Company was basically inactive beginning April 1, 2008.

Our general and administrative expenses decreased to $351 for the nine months ended December 31, 2008 as compared to $330,969 for the nine months ended December 31, 2007. The decrease in general and administrative expenses is primarily due to decrease in activities of the Company beginning April 1, 2008.

Consolidated Other Income (Expenses)

		Three Months Ended						Nine Months Ended
		December		December		Change		December		December			Change
		31,		31,		(Increase/		31,		31,			(Increase/
		2008		2007		Decrease)		2008		2007			Decrease)
		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)			(unaudited)
Finance costs	$	–	$	–	$	–	$	–	$	(9,025	)	$	9,025
Other income		–		–		–		–		2,322			(2,322	)
Total other expenses	$	–	$	–	$	–	$	–	$	(6,703	)	$	6,703

Finance Costs

Finance costs are primarily attributable to the Acquisition of National Base. This was $Nil for the three months ended December 31, 2008 and 2007. Finance costs decreased from $9,025 for the nine months ended December 31, 2007 to $Nil for the nine months ended December 31, 2008 due to the decrease in activities of the Company beginning April 1, 2008.

Net Loss

The following table reflects our net loss for the three and nine months ended December 31, ~~2008~~2009 and ~~2007~~2008, after taking into account the amounts recognized as other income or expenses.

		Three Months Ended								Nine Months Ended
		December			December			Change		December			December			Change
		31,			31,			(Increase/		31,			31,			(Increase/
		2008			2007			Decrease)		2008			2007			Decrease)
		(unaudited)			(unaudited)			(unaudited)		(unaudited)			(unaudited)			(unaudited)
Loss from operations	$	(1,335	)	$	(393,870	)	$	392,535	$	(3,845	)	$	(1,589,170	)	$	1,585,325
Other expenses		–			–			–		–			(6,703	)		6,703
Minority interest in net loss of subsidiaries		–			–			–		–			–			–
Provision for income taxes		–			–			–		–			–			–
Net loss and comprehensive loss	$	(1,335	)	$	(393,870	)	$	392,535	$	(3,845	)	$	(1,595,873	)	$	1,592,028

- 4 -

We recorded a net loss of $1,335 for the three months ended December 31, 2008 as compared to a net loss of $393,870 for the three months ended December 31, 2007. The decrease in net loss between these periods is primarily related to:

		Three Months Ended								Nine Months Ended
		December			December			Change		December			December			Change
		31,			31,			(Increase/		31,			31,			(Increase/
		2009			2008			Decrease)		2009			2008			Decrease)
		(unaudited)			(unaudited)			(unaudited)		(unaudited)			(unaudited)			(unaudited)

Loss from operations	$	(1,245	)	$	(1,335	)	$	90	$	(4,007	)	$	(3,845	)	$	(162	)
Other expenses		–			–			–		–			–			–
Minority interest in net loss of subsidiaries		–			–			–		–			–			–
Provision for income taxes		–			–			–		–			–			–

Net loss and comprehensive loss	$	(1,245	)	$	(1,335	)	$	90	$	(4,007	)	$	(3,845	)	$	(162	)

-We 5recorded -a net loss of $1,245 for the three months ended December 31, 2009 as compared to a net loss of $1,335 for the three months ended December 31, 2008.

AWe ~~decrease~~recorded ina ~~general~~net ~~and~~loss ~~administrative~~of ~~expenses~~$4,007 ~~due~~for tothe ~~decrease~~nine inmonths ended ~~activities~~December 31, 2009 as compared to a net loss of $~~104~~3,~~315~~845 for the nine months ended December 31, 2008.

A decrease in amortization of mineral exploration rights of $287,730.

We recorded a net loss of $3,845 for the nine months ended December 31, 2008 as compared to a net loss of $1,595,873 for the nine months ended December 31, 2007. The decrease in net loss between these periods is primarily related to:

A decrease in general and administrative expenses due to decrease in activities of $330,618.

A decrease in amortization of mineral exploration rights of $867,728.

A decrease in property exploration and maintenance expenses of $390,473.

Liquidity and Financial Resources

Our Company’s continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to pay off existing debt and provide sufficient funds for general corporate purposes, all of which is uncertain. Our consolidated financial statements contain additional note disclosures to this effect, and the consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have no operations and only nominal assets. Accordingly, we anticipate that we will require additional financing to enable us to identify and evaluate businesses and/or assets for potential acquisition during the next 12 months. However, there can be no assurance that we will be able to obtain such financing. We believe that debt financing will not be an alternative at this time as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the identification, evaluation and acquisition of a new business or assets. In the absence of such financing, we will not be able to execute upon our plan of operations.

- 6 -

Cash and Working Capital

The following table sets forth our cash and cash equivalents and working capital as of December 31, ~~2008~~2009 and March 31, ~~2008~~2009:

		As of			As of
		December 31,			March 31,
		2008			2008
Cash and cash equivalents	$	9,557		$	9,908
Working capital surplus (deficiency)	$	(5,155,813	)	$	(5,155,462	)

- 5 -

Acquisition of National Base

		As of			As of
		December 31,			March 31,
		2009			2009

Cash and cash equivalents	$	8,953		$	9,466

Working capital surplus (deficiency)	$	(5,156,417	)	$	(5,155,904	)

On August 14, 2007, the Company issued 30,000,000 common shares pursuant to the Acquisition to acquire a 100% interest in National Base, together with an additional 2,000,000 common shares issued in facilitation of this transaction.

Private Placement

The Company also completed a private placement financing of 22,000,000 common shares at a price of US$0.25 per share for gross proceeds of US$5,500,000 on August 14, 2007. A financing fee of 2,200,000 shares was also paid.

Debt settlement

Upon closing of the Acquisition, 931,700 common shares were issued for debt and other settlements.

Cash Flows from Operating Activities

Our cash flows from operating activities during the three months ended December 31, ~~2008~~2009 were $(~~170~~80). Our cash flows from operating activities for ~~the~~2009 ~~three months ended December 31, 2008~~ include net loss of $1,~~335~~245 and $1,165 in depreciation.

~~Our~~ Our cash flows from operating activities during the three months ended December 31, 2008 ~~2007~~ were $(~~145,385~~170),. ~~primarily~~Our ~~due~~cash toflows ~~the~~from ~~net~~operating ~~loss~~activities ~~of $393,870,~~for ~~$289,385~~2008 ininclude ~~depreciation and amortization, a decrease in prepaid~~net ~~expenses~~ loss of $751,~~000,~~335 and an$1,165 ~~increase~~ in ~~other payables and accrued expenses of $34,100~~depreciation.

Our cash flows from operating activities during the nine months ended December 31, ~~2008~~2009 were $(~~351~~513). Our cash flows from operating activities for ~~the~~2009 ~~nine months ended December 31, 2008~~ include net loss of $34,~~845~~007 and $3,494 in depreciation.

Our cash flows from operating activities during the nine months ended December 31, ~~2007~~2008 were $(~~872,449~~351),. ~~primarily~~Our ~~due~~cash toflows ~~the~~from ~~net~~operating ~~loss of~~activities ~~$1,595,873,~~ for ~~$867,728~~2008 ininclude ~~depreciation~~net ~~and~~loss ~~amortization, a decrease in prepaid expenses~~ of $~~116~~3,~~500,~~845 and a$3,494 ~~decrease~~ in ~~other~~ ~~payables and accrued expenses of $27,804~~depreciation.

- 7 -

Cash Flows from Investing Activities

Our cash flows from investing activities for the three ~~months ended December 31, 2008~~ and ~~2007 and the~~ nine months ended December 31, 2009 and 2008 were $Nil.

Our cash flows from investing activities for the nine months ended December 31, 2007 were $24,346 due to the cash inflow on the Acquisition of National Base.

Cash Flows from Financing Activities

Our cash flows from financing activities for the three ~~months~~and nine months ended December 31, 2009 and 2008 were $Nil ~~compared to $145,309 for the three months ended December 31, 2007~~.

During the three months ended December 31, 2007, we made advancements to related parties of $17,932 and received advances from minority shareholders of $127,377.

Our cash flows from financing activities for the nine months ended December 31, 2008 were $Nil compared to $836,442 for the nine months ended December 31, 2007.

During the nine months ended December 31, 2007, we made advances to related parties of $4,713, received advances from minority shareholders of $462,315 and received advances from a related company of $369,414.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) applied on a consistent basis have been omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

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We believe that our critical accounting policies and estimates include the accounting for allowance for doubtful accounts, useful lives of property, plant and equipment and mineral exploration rights, asset retirement obligation estimates, accrued liabilities, and the determination of the valuation allowance for future income taxes.

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Basis of Presentation

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. The Company’s continuation as a going concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to repay its current obligations, fund working capital and overhead requirements, fund the development of the Company’s mineral exploration rights and the Company’s ability to achieve profitable operations. Management plans to obtain financing through future common share private placements. The Company’s continued existence is dependent upon its ability to achieve its operating plan. There can be no assurance provide the Company will be able to raise sufficient debt or equity capital from sources described above, on satisfactory terms. If management is unsuccessful in obtaining financing or in achieving long-term profitable operations, the Company will be required to cease operations.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.

Use of Estimates

Foreign Currency Translation

The functional currency of the Company is the United States dollar (“US dollar”). Amounts recorded in foreign currency are translated into US dollars as follows:

i. Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date; ii. Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and iii. Interest income and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

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	ii.	Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

	iii.	Interest income and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

Gains and losses arising from this translation of foreign currency are included in the consolidated statements of operations.

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Cash and Cash Equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. As of December 31, ~~2008~~2009 most of the cash and cash equivalents were denominated in US dollars and were placed with banks in Mongolia, Hong Kong and Canada.

Concentrations of Credit Risk

Property, Plant and Equipment

	Annual rate

Furniture	10%
Computer software	10%
Computers	33.33%

Mineral Exploration Rights

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Impairment of Long-Lived Assets

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Asset Retirement Obligations (“ARO”)

The Company recognizes a legal liability for obligations related to the retirement of property and equipment and mineral exploration rights, and obligations arising from the acquisition, construction, development or normal operations of those assets. Such asset retirement costs must be recognized at fair value when a reasonable estimate of fair value can be estimated in the period in which the liability is incurred. A corresponding increase to the carrying amount of the related asset, where one is identifiable, is recorded and amortized over the life of the asset. Where a related future value is not easily identifiable with a liability, the change in fair value over the course of the year is expensed. The amount of the liability is subject to re-measurement at each reporting period. The estimates are based principally on legal and regulatory requirements.

Basic and Diluted Loss per Share

Income Taxes

Financial Instruments and Comprehensive Income

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Recently adopted accounting pronouncements

(viii)	In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS 141(R)), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities acquired in a business combination, contingent consideration and certain acquired contingencies to be measured at their fair values as of the date of acquisition. SFAS 141(R) also requires that acquisition-related costs and restructuring costs be recognized separately from the business combination. SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and will be effective for business combinations entered into after January 1, 2009. The new guidance did not have an impact on the Company’s consolidated financial statements.

(ix)	In December 2007, the FASB issued SFAS No. 160, “Non-Controlling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (SFAS 160). SFAS 160 clarifies the accounting for non-controlling interests and establishes accounting and reporting standards for the non-controlling interest in a subsidiary, including classification as a component of equity. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The new guidance did not have an impact on the Company’s consolidated financial statements.

(x)	In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance and cash flows. SFAS 161 achieves these improvements by requiring disclosure of the fair values of derivative instruments and their gains and losses in a tabular format. It also provides more information about an entity's liquidity by requiring disclosure of derivative features that are credit risk-related. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. SFAS 161 will be effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, and were adopted by the Company beginning in the first quarter of 2009. The new guidance did not have an impact on the Company’s consolidated financial statements.

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(xi)	In May 2008, the FASB issued Accounting Principles Board (“APB”) Opinion No. 14 -1, “Accounting for Convertible Debt Instruments that may be settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSB APB 14-1”). The FSP will require cash settled convertible debt to be separated into debt and equity components at issuance and a value to be assigned to each. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value will be recorded as a debt discount and amortized to interest expense over the life of the bond. FSP APB 14-1 will become effective January 1, 2009. The new guidance did not have an impact on the Company’s consolidated financial statements.

(xii)	In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share- based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that contain non- forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03- 6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. All prior period earnings per share amounts presented shall be adjusted retrospectively. The new guidance did not have an impact on the Company’s consolidated financial statements.

(xiii)	In June 2008, the FASB ratified the consensus reached by the EITF on Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF No. 07-5”). EITF No. 07-5 provides guidance for determining whether an equity - linked financial instrument (or embedded feature) is indexed to an entity’s own stock. EITF No. 07-5 applies to any freestanding financial instrument or embedded feature that has all of the characteristics of a derivative or freestanding instrument that is potentially settled in an entity’s own stock (with the exception of share-based payment awards within the scope of SFAS 123(R)). To meet the definition of “indexed to own stock,” an instrument’s contingent exercise provisions must not be based on (a) an observable market, other than the market for the issuer’s stock (if applicable), or (b) an observable index, other than an index calculated or measured solely by reference to the issuer’s own operations, and the variables that could affect the settlement amount must be inputs to the fair value of a “fixed-for-fixed” forward or option on equity shares. EITF No. 07-5 is effective for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The new guidance did not have an impact on the Company’s consolidated financial statements.

(xiv)	Effective July 1, 2009, the FASB’s Accounting Standards Codification (“ASC”) became the single official source of authoritative, nongovernmental generally accepted accounting principles (“GAAP”) in the U.S. The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. The Codification is required to be applied to financial statements issued for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and did not impact the Company’s consolidated financial statements.

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Recently ~~Adopted~~issued ~~Accounting~~accounting ~~Pronouncements~~pronouncements

(ii) In ~~December~~April ~~2006~~2010, the FASB issued ~~Staff~~ASU ~~Position No. EITF 00~~2010-~~19-2~~13, “~~Accounting~~Compensation—Stock ~~for~~Compensation ~~Registration~~(ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment ~~Arrangement~~Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“SPASU ~~EITF 00~~2010-~~19-2~~ 13”). SP ~~EITF~~ASU 002010-~~19-2~~13 ~~specifies~~provides ~~that~~amendments ~~the~~to ~~contingent~~ASC ~~obligation~~Topic 718 to ~~make~~clarify ~~future~~that ~~payments or~~an ~~otherwise~~employee ~~transfer~~share-based ~~consideration~~payment ~~under~~award awith ~~registration~~an ~~payment~~exercise ~~arrangement, whether~~price ~~issued~~denominated asin acurrency ~~separate~~of ~~agreement~~a ormarket ~~included~~in aswhich a ~~provision~~substantial portion of athe ~~financial instrument~~entity’s orequity ~~other~~securities ~~agreement,~~trades should not be ~~separately~~considered ~~recognized~~to ~~and~~contain ~~measured~~a ~~in accordance~~condition ~~with~~that ~~SFAS~~is Nonot a market, performance or service condition. 5Therefore, ~~“Accounting~~an ~~for~~entity ~~Contingencies”~~would ~~and~~not ~~FASB Interpretation~~classify ~~No.~~such ~~14,~~an ~~“Reasonable~~award ~~Estimation~~as ofliability ~~the~~if ~~Amount~~it ofotherwise aqualifies ~~Loss”~~as equity. ~~This guidance~~The isamendments in this update are effective for ~~financial~~fiscal ~~statements~~years, ~~issued~~and ~~for~~interim periods within those fiscal years, beginning on or after December 15, ~~2006~~2010. The Company ~~adopted~~does SPnot ~~EITF~~expect ~~00-19-2~~the adoption of this ASU effective April 1, ~~2007~~2011 ~~and~~to ~~considers~~have ~~the~~a ~~adoption had no~~ material impact on ~~its~~ the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

Effective July 1, 2009, the FASB’s Accounting Standards Codification (“ASC”) became the single official source of authoritative, nongovernmental generally accepted accounting principles (“GAAP”) in the U.S. The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. The Codification is required to be applied to financial statements issued for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and did not impact the Company’s consolidated financial statements.

In December 2007, the FASB issued Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) (formerly SFAS No. 141(R)), which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The amendments of ASC 805 are effective for financial statements issued for fiscal years beginning on or after December 15, 2008. Prior to the adoption of ASC 805, in process research and development costs were immediately expensed and acquisition costs were capitalized. Under ASC 805 all acquisition costs are expensed as incurred. The standard also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. In April 2009, the FASB updated ASC 805 to amend the provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets liabilities arising from contingencies in business combinations. This update also eliminates the distinction between contractual and non-contractual contingencies. The Company adopted ASC 805 effective April 1, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

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In December 2007, the FASB issued Accounting Standards Codification 810-10, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” (“ASC 810-10”) (formerly SFAS No. 160). ASC 810-10 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the Company’s fiscal year beginning on or after December 15, 2008. The Company adopted ASC 810-10 effective April 1, 2009 and considers the adoption had no material impact on its consolidated financial statements.

In March 2008, the FASB issued Accounting Standards Codification 815, “Disclosures about Derivative Instruments and Hedging Activities” (“ASC 815”). ASC 815 changes the disclosure requirements for derivative instruments and hedging activities. The guidance will become effective for the Company’s fiscal year beginning on or after November 15, 2008. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company adopted ASC 815 effective April 1, 2009 and considers the adoption had no material impact on its consolidated financial statements. In April 2008, the FASB issued SFAS No. 142-3 (“SFAS 142-3”) to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of SFAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) Business Combinations, and other US GAAP. SFAS 142-3 is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with US GAAP for non-governmental entities. SFAS 162 is not expected to have a material impact on the Company’s consolidated financial statements, beyond its current disclosure.

In June 2008, the FASB issued FASB SP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“SP-EITF 03-6-1”). SP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the computation of earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. SP EITF 03-6-1 is effective for financial statements issued for the Company’s fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company adopted SP EITF 03-6-1 effective April 1, 2009 and considers SP EITF 03-6-1 had no material impact on the Company’s consolidated financial statements.

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In April 2009, the FASB issued three FASB Staff Positions (FSP’s) that are intended to provide additional application guidance and enhance disclosures about fair value measurements and impairments of securities. FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4), clarifies the objective and method of fair value measurement even when there has been a significant decrease in market activity for the asset being measured. FSP No. 115-2 and FSP No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, (FSP 115-2 and FSP 124-2), establish a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income. FSP No. 107-1 and APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments”, expand the fair value disclosures required for all financial instruments within the scope of SFAS, No. 107, “Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and APB 28-1) to interim periods. All of these FSP’s are effective for interim and annual periods ending after June 15, 2009, our quarter ended June 30, 2009. The adoption of these FSP’s will not have a material impact on our consolidated results of operations and financial condition. However, adoption of FSP 107-1 and APB 28-1 during the quarter ended June 30, 2009 resulted in increased disclosures in our consolidated financial statements.

In April 2009, the FASB issued Accounting Standards Codification 825-10, “Financial Instruments” (formerly SFAS 107-1 and Accounting Principles Board Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments”) (“ASC 825-10”). This statement amends SFAS 107, “Disclosures about Fair Values of Financial Instruments”, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The statement also amends APB 28, “Interim Financial Reporting”, to require those disclosures in all interim financial statements. This statement is effective for interim periods ending after June 15, 2009. The Company adopted ASC 825-10 during the quarter ending on June 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued Accounting Standards Codification 855-10, “Subsequent Events” (formerly SFAS No. 165, “Subsequent Events”) (“ASC 855-10”). This statement is consistent with existing auditing standards in defining subsequent events as events or transactions that occur after the balance sheet date but before the financial statements are issued or are available to be issued, but it also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new guidance defines two types of subsequent events: “recognized subsequent events” and “non-recognized subsequent events”. Recognized subsequent events provide additional evidence about conditions that existed at the balance sheet date and must be reflected in the company’s financial statements. Non-recognized subsequent events provide evidence about conditions that arose after the balance sheet date and are not reflected in the financial statements of a company. Certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. The new guidance was effective on a prospective basis for interim or annual periods ending after June 15, 2009. The Company adopted ASC 855-10 during the quarter ending on June 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASU No. 2009-01, “FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU 2009-01”). This update provides amendment to ASC 105-10 (formerly SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). ASU 2009-01 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities.

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Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change US GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted ASU 2009-01 during the quarter ending on September 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”). This update provides amendments to ASC Topic 820, “Fair Value Measurements and Disclosure”, for the fair value measurement of liabilities when a quoted price in an active market is not available. ASU 2009-05 is effective for reporting periods beginning after August 28, 2009. The Company adopted ASU 2009-05 during the quarter ending on December 31, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In September 2009, the FASB issued ASU No. 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2009-12”). ASU permits, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of this ASU on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date. The ASU also requires disclosures by major category of investment about the attributes of investments within the scope of the Update. ASU 2009-12 is effective for interim and annual periods ending after December 15, 2009. The Company adopted ASU 2009-12 during the quarter ending on December 31, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06 (“ASU 2010-06”) applicable to ASC Topic 820-10, Fair Value Measurements and Disclosures. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3).

Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard by the Company effective January 1, 2011 will not impact the Company’s consolidated financial statements.

In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855 to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The amendments in ASU 2010-09 remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The new guidance did not have an impact on the Company’s consolidated financial statements.

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In April 2010, the FASB issued ASU 2010-13, “Compensation—Stock Compensation (ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 provides amendments to ASC Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company does not expect the adoption of this ASU effective April 1, 2011 to have a material impact on the Company’s consolidated financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our Chief Executive Officer, Rudi Azali, and our Chief Financial Officer, Michael Kinley, are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, ~~2008~~2009 (under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting, however, our filings have been delinquent during the period from December 31, ~~2008~~2009 to date as the Company did not have the financial resources to fund the costs involved in completing these filings. Based on this evaluation, our Company’s Chief Executive Officer and Chief Financial Officer have concluded that our Company’s disclosure controls and procedures were not effective as of December 31, ~~2008~~2009.

Changes in Internal Control over Financial Reporting

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

A material weakness is defined in Public Company Accounting Oversight Board Auditing Standard No. 5 as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, ~~2008~~2009 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Except as disclosed in this annual report, during the past ten years none of the following events have occurred with respect to any of our directors or executive officers:

1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

	i.	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

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	ii.	Engaging in any type of business practice; or

	iii.	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

	4.	Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

	5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

	6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

	7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i.	Any Federal or State securities or commodities law or regulation; or

	ii.	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and- desist order, or removal or prohibition order; or

	iii.	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

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Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are currently no legal proceedings to which any of our directors or officers is a party adverse to us or in which any of our directors or officers has a material interest adverse to us.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Risks Related to Our Company

We have no operations and only nominal assets.

Given the forfeiture of our exploration rights represented by the Mongolian licenses, and despite our acquisition of an exclusive sublicense to use and apply, in Southeast Asia, certain patent-pending processes and solutions for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties, we currently have no operations and only nominal assets. Our strategic plan remains contingent on, among other things, financing, the successful completion of all documents required under a letter of intent we have signed with the owners of Palm Oil Plantations in Indonesia, the construction of processing and manufacturing facilities, and our ability to establish relationships with suppliers and distributors in South East Asia, none of which can be assured.

We have a history of losses, and there is no assurance of future profitability.

Our Company has no history of earnings and there can be no assurance that our Company will ever be profitable. We have not paid dividends on our shares since incorporation and we do not anticipate doing so in the foreseeable future. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of the Company at risk.

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We had net loss of $34,~~845~~007 for the nine months ended December 31, ~~2008~~2009, and a net loss of $13,~~595,868~~845 for the nine months ended December 31, ~~2007.~~ 2008. As of December 31, ~~2008~~2009, we had a working capital deficiency of $5,~~155~~156,~~813~~417. This deficiency includes current liabilities of $5,324,023 representing payables and accrued expenses, loans from directors, amount due to related companies, and short-term loans. In addition, in order to preserve our rights under our sublicense agreement with Fire Block Technologies Inc., we are under obligations to pay a continuing royalty to Fire Block Technologies Inc., and to purchase certain escalating minimum quantities of ZeroignitionTM Solution from Fire Block Technologies Inc. during each year of the term of the sublicense agreement.

We do not presently have sufficient financial resources to undertake the acquisition of any business or assets that we may identify.

We do not presently have sufficient financial resources to fund the construction of the required facilities to process palm oil tree waste material and manufacture our planned products, or to fund the start-up of operations. Accordingly, our success will depend on our ability to raise funds on terms that are acceptable to us through private placement financing, public financing or other means. There can be no assurance that we will be successful in obtaining the required financing. Failure to raise such additional capital could put the continued viability of our Company at risk.

Our indebtedness, as well as the current global recession and disruption in financial markets, could, among other things, impede our access to capital or increase our cost of capital, which would have an adverse effect on our ability to fund our working capital and other capital requirements.

As of December 31, ~~2008~~2009, the outstanding principal and unpaid interest amount of our debt was $5,324,023. The widely reported domestic and global recession, and the unprecedented levels of disruption and continuing illiquidity in the credit markets have had an adverse effect on our financial condition, and if sustained or worsened, such adverse effects could continue or deteriorate. Disruptions in the credit and financial markets have adversely affected financial institutions, inhibited lending and limited access to capital and credit for many companies, including ours. These conditions have made it difficult for us to obtain capital and financing and have limited our flexibility to plan for acquisitions of any business or assets that we may identify. If these conditions persist or deteriorate, they could, among other things, make it difficult for us to finance our working capital requirements and service our existing debt.

If future financing is not available to us when required, as a result of limited access to the credit markets or otherwise, or is not available on acceptable terms, we may not have sufficient working capital to permit us to identify and evaluation businesses and assets for possible acquisition. We may also be unable to respond to competitive pressures. Any of these circumstances could have an adverse effect on our financial condition.

Our reactivation plan is based on several key assumptions which, if proved to be invalid, could seriously impact the success of our plan

The success of our Company will depend upon numerous factors, many of which are beyond our Company’s control, including (i) our ability to consummate the transactions contemplated by our letter of intent with the owners of Palm Oil Plantations in Indonesia; (ii) our ability to develop a network of suppliers and distributors in Southeast Asia; (iii) our ability to successfully integrate and carry on our planned business operations; and (iv) our ability to attract and retain additional key personnel to run and expand our planned business. Our reactivation plan will be seriously impacted if we are unable to execute any of these steps.

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We are dependent on our key personnel, and the loss of any such personnel could adversely affect our Company.

The success of our Company’s operations will depend upon numerous factors, many of which are beyond our Company’s control, including (i) the ability of our Company to enter into strategic alliances through a combination of one or more joint ventures, mergers or acquisition transactions; and (ii) the ability to attract and retain additional key personnel in plant construction, manufacturing, sales, marketing, technical support and finance. These and other factors will require the use of outside suppliers as well as the talents and efforts of our Company. There can be no assurance of success with any or all of these factors on which our Company’s operations will depend. We have relied, and may continue to rely, upon consultants and others for operating expertise.

Our directors and officers are involved in other projects, and there is the potential that such directors will encounter conflicts of interest with our company.

Until we acquire a new business or assets, and then likely only until we are able to ramp up operations, our directors and officers will only be able devote a limited portion of their time to the affairs of the Company, and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. In accordance with the laws of Nevada, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not we will acquire a new business or assets that we may identify, the directors will primarily consider the potential benefits to our Company, the degree of risk to which our Company may be exposed and its financial position at that time.

We currently do not maintain any insurance coverage, and, in the future, we may be unable to obtain or maintain insurance to cover all of the risks associated with our activities at economically feasible premiums. Losses from an uninsured event may cause us to incur significant costs that could have a material adverse effect upon our financial condition.

We currently do not maintain any insurance coverage and, in the future, we may be unable to obtain or maintain insurance to cover all of the risks that may arise in the course of our activities at economically feasible premiums. The nature of the risks that we will face in the future will depend, in turn, upon the nature of any business that we may embark upon following the identification, evaluation and acquisition of any business or assets. Insurance coverage may not be available or may not be adequate to cover any resulting liability. Moreover, we expect that insurance against certain risks such as environmental pollution may be prohibitively expensive to obtain for a company of our size and financial means. We might also become subject to liability for pollution or other hazards for which insurance may not be available or for which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial condition and any future results of operations.

Certain legislation, including the Sarbanes–Oxley Act of 2002, may make it difficult for us to retain or attract officers and directors.

We may be unable to attract and retain qualified officers, directors and members of committees of the board of directors required to provide for our effective management as a result of the recent changes in the rules and regulations that govern publicly–held companies. In particular, the Sarbanes–Oxley Act of 2002 has resulted in a series of rules and regulations by the United States Securities and Exchange Commission (SEC) that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes, together with the risks associated with our business, may deter qualified individuals from accepting these roles.

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There are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.

We are now subject to the ongoing internal control provisions of Section 404 of the Sarbanes–Oxley Act of 2002. These provisions provide for the identification of material weaknesses in internal controls over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls and disclosure controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our Company have been detected. These inherent limitations include the realities that judgments in decision–making can be faulty and that breakdowns can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may be inadequate because of changes in conditions, such as growth of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost–effective control system, misstatements due to error or fraud may occur and not be detected.

In addition, discovery and disclosure of a material weakness, by definition, could have a material adverse impact on our financial statements. If we are unable to assert that our internal control over financial reporting are adequate, future customers or suppliers may be discouraged from doing business with us, cause downgrades in any future debt ratings for our Company leading to higher borrowing costs and affect how our stock trades. This could, in turn, negatively affect our ability to access public debt or equity markets for capital. Further, such an occurrence could make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage and/or to incur substantially higher costs to obtain the same or similar coverage. It could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, on committees of our board of directors, or as executive officers.

Future sales of our common stock may depress our stock price thereby decreasing the value of your investment.

We anticipate that we will be required to effect an offering of securities in connection with the acquisition of any business or assets that we may identify. Since we have no operations and only nominal assets, the safe harbor provided for in Rule 144 under the Securities Act of 1933, as amended, is not available to our security holders to facilitate the resale of any restricted securities of our Company, which could adversely affect the ability of our Company to obtain private placement financing without accompanying registration rights. The price of our common stock on any market that may develop for such stock could decline as a result of sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur. In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock.

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There is currently no organized market for our common stock, and our investors may be unable to sell their shares.

We currently have no organized trading market for our common stock, although certain market makers make market in or common stock on the Pink OTC Market. As a result, investors may not be able to sell the shares of our common stock that they have purchased and may lose all of their investment.

Our common stock is subject to the “penny stock” rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

Our common stock is not currently traded on any organized securities market, which may cause difficulty in obtaining future financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than US $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our company's consolidated financial statements include a statement that our consolidated financial statements are prepared on a going concern basis, and therefore that certain reported carrying values are subject to our company receiving the future continued support of our stockholders, obtaining additional financing and generating revenues to cover our operating costs. The going concern assumption is only appropriate provided that additional financing continues to become available.

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

During the fiscal years ended December 31, 2004 and 2005, we did not issue any of our securities.

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We have reported sales of securities without registration under the Securities Act of 1933 during our fiscal year ended March 31, 2008 on the following reports, as filed with the Securities and Exchange Commission.

Upon closing of the Acquisition, we issued to 28 investors an aggregate of 431,700 shares of our common stock in settlement of investments that had been made in WEC in anticipation of becoming WorldStar shareholders upon completion of the WEC share exchange transaction, which did not ultimately complete. We also completed the issuance of 500,000 shares of our common stock to a company controlled by our director and CFO, Michael Kinley, in satisfaction of US$179,705 owing to him for consulting fees accrued through September 30, 2006, and which was agreed to be settled for shares in December, 2006.

All of the stock issuances described above under this heading constitute restricted shares, as defined in the Securities Act, and have been endorsed with a legend confirming that the shares cannot be resold or transferred unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We have not purchased any of our shares of common stock during the period covered by this quarterly report on Form 10-Q.

Item 3. (Removed and Reserved)

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

Exhibit
Number	Description

Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession

2.1	Post Transaction Schematic of Corporate Structure⁽¹⁾

Articles of Incorporation and By–laws

3.1	Certificate of Incorporation WorldStar Energy, Corp.⁽²⁾

3.2	Bylaws of WorldStar Energy, Corp.⁽²⁾

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Material Contracts

10.1	Share Purchase Agreement among WorldStar, Jewel Star Group Limited and National Base Investment Limited, dated February 12, 2007⁽¹⁾

10.2	Form of Subscription Agreement for private placement pursuant to Regulation S⁽¹⁾

10.3	Finder’s Fee Agreement for private placement pursuant to Regulation S⁽¹⁾

10.4	Debt Settlement Agreement with Winslow Associates Management & Communications Inc.⁽¹⁾

Certifications

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended⁽³⁾

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended⁽³⁾

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽³⁾

Notes

(1)	Incorporated by reference from our Current Report on Form 8K filed with the SEC on August 24, 2007.

(2)	Incorporated by reference from our Registration Statement on Form SB–2 filed with the SEC on September 3, 1999.

(3)	Filed herewith.

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SIGNATURES

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

WORLDSTAR ENERGY, CORP.

By: /s/ “Rudi Azali” Rudi Azali (Principal Executive Officer) Chief Executive Officer Date: September 1520, 2011 By: /s/ “Michael Kinley” Michael Kinley (Principal Financial Officer and Principal Accounting Officer) Chief Financial Officer Date: September 1520, 2011

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Filing Compare · WORLDSTAR ENERGY, CORP.