U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended March 31, 2010

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

For the transition period from

Commission File No. 000-52202

FOUR STAR HOLDINGS, INC.

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

Florida	26-1427633
(State or other jurisdiction of incorporation Or organization)	(I.R.S. Employer Identification No.)

100 Four Star Lane

Odenville, Alabama 35120

(Address of Principal Executive Offices)

(205) 640-3726

(Issuer’s telephone number)

Dragon’s Lair Holdings, Inc.

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 [X] Smaller reporting company

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 31, 2010: 22,234,228 shares of common stock.

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

Transitional Small Business Disclosure Format (Check One) Yes o No x

Table of Contents

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition		4

Item 3. Quantitative and Qualitative Disclosures About Market Risk.		5

Item 4T. Controls and Procedures		5

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		7

Item 2. Changes in Securities		7

Item 3. Defaults Upon Senior Securities		7

Item 4. Submission of Matters to a Vote of Security Holders		7

Item 5. Other Information		7

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

SIGNATURE		9

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Item 1. Financial Information

BASIS OF PRESENTATION

The accompanying unaudited financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the quarter ended March 31, 2010 are not necessarily indicative of results that may be expected for the year ending December 31, 2010. The unaudited interim condensed financial statements, which have been reviewed by Douglas A. Labrozzi, an independent registered certified public accountant, in accordance with standards established by the Public Company Accounting Oversight Board, as indicated in their report are included herein, which does not express an opinion on those statements.

FINANCIAL STATEMENTS

FOUR STAR HOLDINGS, INC.

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	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

BALANCE SHEETS	F-2

STATEMENTS OF OPERATIONS	F-3

STATEMENTS OF CASH FLOWS	F-4

FOOTNOTES TO FINANCIAL STATEMENTS	F-5

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Report of Independent Registered Public Accountant

To the Shareholders

Four Star Holdings, Inc.

Odenville, AL 35120

I have reviewed the accompanying balance sheets of Four Star Holdings, Inc. as of March 31, 2010 and 2009, and for the three-month periods then ended. These interim financial statements are the responsibility of the Company's management.

I conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

/s/ Douglas A. Labrozzi, CPA

Douglas A. Labrozzi, CPA

Miami, FL

July 14, 2010

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FOUR STAR HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS


ASSETS
	March 31,			December 31,
	2010			2009
	(Unaudited)
CURRENT ASSETS:
Cash	$	-		$	137
Accounts receivable		44,872			-
Due from related parties		875,048			-
Inventories:					402
Real estate held for sale		3,389,566			-
Land held for development		6,480,836			-
Total Current Assets		10,790,322			539

FIXED ASSETS:
Equipment, net of accumulated depreciation		889,724			345

OTHER ASSETS:
License, net		660			660
Loan origination fees, net of accumulated amortization		40,888			-
Total other assets		41,548			660
Total Assets	$	11,721,594		$	1,544


LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable & accrued expenses	$	60,863		$	7,000

Long Term Liabilities:
Notes payable		5,834,248			-
Deferred tax liability		1,387,179			-
Total long term liabilities		7,221,427			-
Total Liabilities		7,282,290			7,000

SHAREHOLDERS' EQUITY:
Preferred stock (50,000,000 authorized;
par value $.001; none issued and outstanding)		-			-
Common stock (100,000,000 shares authorized;
no par value; 22,234,228 and 8,001,078 issued and outstanding, respectively)		4,533,347			88,587
Accumulated deficit		(94,043	)		(94,043	)
Total Shareholders' Equity (Deficit)		4,439,304			(5,456	)
Total Liabilities and Shareholders' Equity	$	11,721,594		$	1,544

The accompanying notes are an integral part of these financial statements

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FOUR STAR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

	March 31,			March 31,
	2010			2009
	Unaudited

Net Sales	$	163,148		$	-

Cost of Sales		116,575			-

Gross Profit		46,573			-

Expenses:
Amortization		2,813			60
Depreciation		2,596			25
General and Administrative		80,516			17,430

Total		85,925			(17,515	)

Loss before other income (expense):		(39,352	)		(17,515	)

Other income - commission		2,215			-
Interest expense		(94,305	)		-
Total other expense, net		(92,090	)		-

Net (loss) before Income Taxes		(131,442	)		(17,515	)

Provision for Income Taxes		-			-

Net loss	$	(131,442	)	$	(17,515	)

Basic and diluted net loss per common share	$	(0.0076	)	$	(0.0022	)

Weighted average number of common shares outstanding		17,386,048			7,901,078

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

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FOUR STAR HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS




	March 31,			March 31,
	2010			2009
	Unaudited
OPERATING ACTIVITIES:
Net loss	$	(131,442	)	$	(17,515	)
Adjustments to reconcile net income to net cash
used in operating activities:
Issuance of common stock for services		60,829			-
Increase in amortization		2,813			60
Increase in depreciation		2,596			25
Changes in operating assets and operating liabilities:
Accounts receivable		(44,872	)		-
Due from related parties		(875,048	)		-
Changes in inventory:
Real estate held for sale		(3,389,566	)		-
Land held for development		(6,480,836	)		-
Loan origination fees		(38,075	)		-
Accounts payable and accrued expenses		60,863			-
Deferred tax liability		1,387,179			-

Net cash used in operating activities		(9,445,559	)		(17,430	)

INVESTING ACTIVITIES:
Increase in Equipment		(882,628	)		-

Net cash used in investing activities		(882,628	)		-

FINANCING ACTIVITIES:
Increase in notes payable		5,834,248			-
Stock issued for investment in Ridgefield Development Corporation		4,417,772			-
Stock issued for investment in Four Star Realty		26,984			-

Net cash provided by financing activities		10,279,004			-

NET DECREASE IN CASH		(49,183	)		(17,430	)

CASH BEGINNING BALANCE		49,183			66,613

CASH ENDING BALANCE	$	-		$	49,183

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Taxes paid	$	-		$	-
Interest paid	$	94,305		$	-

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

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FOUR STAR HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

March 31, 2010

NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, and include all the information and footnotes required by generally accepted accounting principles for complete financial statements. The audited financial statements for the period December 31, 2009 and the year then ended were filed on February 5, 2010 with the Securities and Exchange Commission are hereby referenced. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010.

NOTE 2 - DESCRIPTION OF BUSINESS

Description of Business

Dragon’s Lair Holdings, Inc., a Florida corporation, was incorporated on October 4, 2007, and conducts its operations through its operating subsidiaries. Our Company was a provider of personal care products by means of a network of direct sales consultants. Our business strategy was to provide quality products, operate at a profit, and enable our direct sales consultants to operate at a profit.

On December 14, 2009, Bobby Smith, Jr., (100% owner of Four Star Investment, Inc.), and Frances Mize (a single person) together consummated the purchase of 5,928,235 shares of common stock of Dragon’s Lair Holdings, Inc. from Talles Investments, Inc., Michel Lemoine, Yamit Lemoine, H. Bradley Ress, Steve Kravitz, Joseph R. Pierre-Louis, and Island Capital Management, LLC, which constituted 74.1 percent (74.1%) of the issued and outstanding shares of common stock of Dragon’s Lair Holdings, Inc., for an aggregate cash purchase price in the amount of $325,000. The source of the funds for the purchase price for the shares of common stock of the Company was from Four Star Investments, Inc., an Alabama corporation, which is wholly owned by Bobby Smith, Jr. As a result of the transactions, (i) Bobby R. Smith, Jr. owns individually 43.7 percent (43.7%) of the issued and outstanding common stock of the Company and has the sole power to vote and dispose of the such shares (ii) Frances Mize owns individually 30.4 percent (30.4%) of the issued and outstanding common stock of Dragon’s Lair Holdings, Inc. and has the sole power to vote and dispose of the such shares.

On February 10, 2010, Dragon’s Lair Holdings, Inc. changed its name to Four Star Holdings, Inc., (hereinafter known as the “Company”). The Company is a real estate acquisition and development entity that invests in companies that operate as real estate developers and home builders in order to (i) maximize cash flows, (ii) create value within the organizations and (iii) eventually sell at a profit.

Ridgefield Development Corporation and Four Star Realty, LLC, an Alabama corporation and an Alabama limited liability company, incorporated and organized on September 17, 2003 and January 1, 2006 respectively, were acquired on March 31, 2010 by the Company. (See Note 6). As of March 31, 2010, the company structure is set forth in the following chart:

FOUR STAR HOLDINGS, INC.

a Florida corporation

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RIDGEFIELD DEVELOPMENT CORPORATION

An Alabama corporation

(100% Owned Subsidiary)

FOUR STAR REALTY, LLC

An Alabama limited liability company

(100% Owned Subsidiary)

Our principal executive office is located at 100 Four Star Lane, Odenville, AL 35120. Our telephone number is (205)-640-7821, and our company website is www.4StarHoldings.com. Our fiscal year ends on December 31st.

Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company. The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The consolidated financial statements of the Company include the Company and its subsidiaries. All material inter-company balances and transactions have been eliminated.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. As of March 31, 2010, the Company has no cash equivalents.

Use of Estimates

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

Inventories

Inventories are stated at cost unless the inventory within a community is determined to be impaired, in which case the impaired inventory is written down to fair value. Inventory costs include land, land development and home construction costs, real estate taxes, deposits on land purchase contracts and interest related to development and construction. Construction overhead and selling expenses are expensed as incurred. Real estate held-for-sale is classified as inventories until delivered. Land, land development, amenities and other costs are accumulated by specific area and allocated to homes within the respective areas. The Company reviews its inventory for indicators of impairment by evaluating each community during each reporting period. The inventory within each community is categorized as real estate held-for-sale or land held for development based on the development state within respective phases.

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Revenue Recognition

Revenues from fixed-price contracts are recognized on the completed contract method. This method is used because the typical contract is completed in three months or less, and financial position and results of operations do not vary significantly from those that would result from use of the percentage-of-completion method. A contract is considered complete when all costs except insignificant items have been incurred and the installation is operating according to specifications or has been accepted by the customer.

Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs, and depreciation costs. General and administrative costs are charged to expense as incurred. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined.

Earnings (Loss) Per Share

The Company computes earnings per share in accordance with the Accounting Standards Codification (“ASC”) 260 “Earnings Per Share” which was previously Statement of Accounting Standards No. 128, “Earnings per Share” (“SFAS No. 128”). Under the provisions of SFAS No. 128, basic earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. There were no potentially dilutive common shares outstanding during the period.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under the asset and liability method of Statement 109, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Fair Value of Financial Instruments

The Company considers that the carrying amount of financial instruments, including accounts payable, approximates fair value because of the short maturity of these instruments.

Share Based Payments

In December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment,” which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees or independent contractors are required to provide services. Share-based compensation arrangements include stock options and warrants, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or “SAB 107”. SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123(R). Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted 1on a basis consistent with the pro forma disclosures required for those periods under SFAS 123.

Effective commencing on the year ended December 31, 2007, the Company has fully adopted the provisions of SFAS No. 123(R) and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant as the fair value of the share-based payments. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

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Recent Accounting Pronouncements

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after March 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of the Company’s financial statements or disclosures as a result of implementing the Codification during the quarter ended March 31, 2010. As a result of the Company’s implementation of the Codification during the quarter ended March 31, 2010, previous references to new accounting standards and literature are no longer applicable. In the current quarter financial statements, the Company will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

In June 2009, the FASB revised the authoritative guidance for consolidating variable interest entities, which changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.

In January 2010, the FASB issued ASU 2010-06, “Improving Disclosures about Fair Value Measurements,” which requires additional disclosures about transfers between Levels 1 and 2 of the fair value hierarchy and disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements. This guidance was effective for the Company in the current quarter, except for the Level 3 activity disclosures, which are effective for fiscal years beginning after December 15, 2010. The adoption of this guidance, which is related to disclosure only, will not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by the Company. SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact the Company’s financial statements. The Company evaluated for subsequent events through the issuance date of the Company’s financial statements. No recognized or non-recognized subsequent events were noted.

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Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles – Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact the Company’s financial statements.

Non-controlling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Non-controlling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as non-controlling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. The Company implemented SFAS No. 160 at the start of fiscal 2009 and no longer records an intangible asset when the purchase price of a non-controlling interest exceeds the book value at the time of buyout. Any shortfall resulting from the early buyout of non-controlling interests will continue to be recognized as a benefit in partner investment expense up to the initial amount recognized at the time of buy-in. Additionally, operating losses can be allocated to non-controlling interests even when such allocation results in a deficit balance (i.e., book value can go negative). Minority interest expense is no longer separately reported as a reduction to net income on the consolidated income statement, but is instead shown below net income under the heading “net income attributable to non-controlling interests.” The adoption of SFAS No. 160 did not have any other material impact on the Company’s financial statements.

Consolidation of Variable Interest Entities – Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. The Company will adopt SFAS No. 167 in fiscal 2010 and does not anticipate any material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards or pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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NOTE 4 - EQUITY TRANSACTIONS

On October 4, 2007 (inception), Dragon’s Lair Holdings issued 975,000 shares of common stock for the purchase of the license to manufacture, distribute and sell, the Sore-Eez Chinese herbal liniment, its initial product, from Yamit Lemoine. The value of the license was determined to be the legal costs to create the license, which was $1,200, as there were no other out-of-pocket costs for the license or the development of the recipe.

On November 4, 2007, Dragon’s Lair Holdings, Inc. issued 5,000,000 shares of common stock to an investor for cash in the amount of $11,100.

On December 31, 2007, Dragon’s Lair Holdings, Inc. issued 63,278 shares of common stock to an investor for cash in the amount of $633.

On March 27, 2008, Dragon’s Lair Holdings, Inc. issued 100,000 shares of common stock to directors for services rendered at a value of $4,008.

On December 11, 2008, Dragon’s Lair Holdings, Inc. completed its public offering pursuant to its Form S-1 Registration Statement of 6,780 shares of Series A Convertible Preferred Stock, which were converted into 1,762,800 shares of common stock and provided aggregate offering proceeds in the amount of $67,800.

On April 1, 2009, Dragon’s Lair Holdings, Inc. issued 100,000 shares of common stock to its transfer agent for services rendered at a value of $3,846.

On December 14, 2009, Bobby Smith Jr. and Frances T. Mize purchased 74.1% of the issued and outstanding stock of Dragon’s Lair holdings, Inc. exchanging beneficial ownership to these persons.

On February 10, 2010, the Company issued 2,075,000 restricted shares for consultant services.

On February 10, 2010, the Company issued an aggregate of 12,000,000 shares of common stock of the Company, of which six (6) million were issued to each of Frances Mize and Bobby R. Smith, Jr. to cover extraordinary expenses incurred and paid on behalf of the Company and for future and probable acquisitions.

On February 10, 2010, the Company executed an agreement to issue an aggregate of 200,000 shares of common stock to Joseph L. Pittera, attorney for the Company, for services rendered.

On March 15, 2010, the Company issued 158,150 restricted shares for IT consulting services.

NOTE 5 - CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”). At March 31, 2010, the Company had no amounts in excess of the FDIC insured limit.

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NOTE 6 – BUSINESS COMBINATIONS

On March 31, 2010, the Company acquired 100% of the outstanding common shares of Ridgefield Development Corporation, (“Ridgefield”) from Ridgefield’s former majority shareholders (“the shareholders”). Ridgefield is a real estate development company in Odenville, Alabama, and the acquisition is expected to increase the Company’s brand awareness and market share in the area. The business combination was a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Consideration paid by the Company included the issuance of 1,477,516 shares of Company common stock. The fair value assigned to the consideration is as follows:

The fair value of $4,417,772 for the 1,477,516 shares issued by Company as consideration paid for Ridgefield was determined on the basis of the closing market price of Company’s common shares on the acquisition date.

The transaction was accounted for using the acquisition method required by Topic 805, Business Combinations. The assignment of the total consideration as of the date of the acquisition is as follows:

Buildings, net		872,737

Real estate held for sale		3,389,566

Land		6,480,836

Other assets		918,847

Accounts payable and accrued expenses		(22,787	)

Deferred income tax liability		(1,387,179	)

Notes payable		(5,834,248	)

Total fair value	$	4,417,772

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Fair valuation methods used for the identifiable net assets acquired in that acquisition make use of quoted prices in active markets and discounted cash flows using current interest rates.

Seasonality

Historically, the homebuilding industry has experienced seasonal fluctuations; therefore, the operating results for the period ended March 31, 2010 is not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010.

On March 31, 2010, the Company acquired 100% of the membership interests of Four Star Realty, LLC (“Realty”) in a stock-for-membership interests exchange. The Company issued 9,026 shares for all interests held by the members of Realty. The transaction was a tax-free reorganization under Section 368(b) of the Internal Revenue Code. Realty is a licensed real estate brokerage located in Odenville, Alabama, and the acquisition is expected to increase the Company’s brand awareness and market share in the area.

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FINANCIAL STATEMENTS

FOUR STAR REALTY, LLC

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	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

BALANCE SHEETS	F-2

STATEMENTS OF OPERATIONS	F-3

STATEMENTS OF CASH FLOWS	F-4

FOOTNOTES TO FINANCIAL STATEMENTS	F-5

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Independent Auditor’s Report

To the Members

Four Star Realty, LLC

100 Four Star Lane

Odenville, AL 35120

We have audited the accompanying balance sheets of Four Star Realty, LLC as of December 31, 2008 and 2009, and the related statements of operations, changes in members’ equity, and cash flows for the years ended December 31, 2008 and 2009. These financial statements are the responsibility of Four Star Realty, LLC management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Four Star Realty, LLC as of December 31, 2008 and 2009, and the results of its operations and its cash flows for the years ended December 31, 2008 and 2009 in conformity with generally accepted accounting principles.

Labrozzi & Co., P.A.

Miami, Florida

January 21, 2010

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FOUR STAR REALTY, LLC
BALANCE SHEETS
December 31, 2008 and 2009


ASSETS

					Pro forma
	2009		2008		2009
Cash and cash equivalents	$	15,340	$	16,195	$	15,477
Due from members		25,505		15,000		25,505
Inventories		-		-		402
License, net		-		-		660
Property, plant, and equipment, net of accumulated depreciation		18,161		24,236		18,506

TOTAL ASSETS	$	59,006	$	55,431	$	60,550



LIABILITIES AND MEMBERS' EQUITY

Payroll liabilities	$	2,963	$	1,119	$	2,963
Accounts Payable						7,000
Due to member		5,071		3,000		5,071
Commission payable		12,129		14,422		12,129

TOTAL LIABILITIES		20,163		18,541		27,163

Members' equity		38,843		36,890		33,387

TOTAL LIABILITIES AND MEMBERS' EQUITY	$	59,006	$	55,431	$	60,550

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

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STATEMENTS OF OPERATIONS and CHANGES IN MEMBERS' EQUITY
Years Ended December 31, 2008 and 2009


					Pro forma
	2009		2008		2009

Revenue
Commission income	$	818,277	$	1,049,817	$	818,277

Cost of sales-commssions		627,575		800,122		627,575

Gross profit		190,702		249,695		190,702

General and administrative expenses
Advertising and marketing, net of reimbursements		44,502		73,466		44,502
Amortization		-		-		240
Depreciation		6,075		6,080		6,175
Insurance		3,530		5,321		3,530
Miscellaneous		14,090		24,537		14,090
Salaries and wages		43,282		62,024		43,282
Repairs and maintenance		2,275		3,071		2,275
Professional fees		33,031		10,790		33,031
Rent		23,000		42,000		23,000
Supplies		5,962		8,279		5,962
Utilities		13,002		13,906		13,002
Other General & Administrative Costs		-		-		71,271


Total expenses		188,749		249,474		260,360

Net income	$	1,953	$	221	$	(69,658	)



MEMBERS' EQUITY DECEMBER 31, 2008	$	36,890

2009 NET INCOME		1,953

MEMBERS' EQUITY DECEMBER 31, 2009	$	38,843

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

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FOUR STAR REALTY, LLC
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2008 and 2009




	2009			2008

Cash Flows from Operating Activities
Net income from operations	$	1,953		$	221
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation		6,075			6,080
Changes in operating assets and operating liabilities:
Note receivable-related party		(10,505	)		(15,000	)
Payroll liabilities		1,844			(758	)
Due to member		2,071			(9,081	)
Commissions payable		(2,293	)		14,422

Net cash used in operating activities		(855	)		(4,116	)

Cash Flows from Investing Activities
Cash paid for equipment		-			(1,888	)

Net cash used in investing activities		-			(1,888	)

Net change in cash and cash equivalents		(855	)		(6,004	)
Cash and cash equivalents - beginning of year		16,195			22,199
Cash and cash equivalents - end of year	$	15,340		$	16,195

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

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NOTE 1 - DESCRIPTION OF ORGANIZATION

Organization. Four Star Realty, LLC (the “Company”) was formed on January 3, 2006 under the laws of the state of Alabama. The Company is engaged to perform all acts and lawful transactions relating to real estate business including sale, purchase, management, operation, construction, refurbishing and trading in plots of land for construction, real estate of all categories, owned either by the company or by related or other third parties.

Basis of accounting. The financial statements are prepared using the accrual basis of accounting. Revenues are recognized when services are rendered and expenses are recognized in the period in which they were incurred. The basis of accounting conforms to accounting principles generally accepted in the United States of America.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES

Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles (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. Actual results could differ from those estimates.

Cash and cash equivalents. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2009.

Revenue recognition. The Company recognizes revenue in accordance with Statement of Accounting Standards No. 66, Accounting for Real Estate Sales. The Company recognizes revenue from real estate sales under the full accrual method. Under the full accrual method, profit may be realized in full when real estate is sold, provided (1) the profit is determinable and (2) the earnings process is virtually complete (the Company is not obligated to perform significant activities after the sale to earn the profit). The Company recognizes revenue from real estate sales transactions on the closing date.

Impairment and Disposal of Long-Lived Assets. The Company evaluates the carrying value of its long-lived assets under the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”. Statement No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets’ carrying amount. If such assets are impaired, the impairment to be recognized is measured at the

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.

Income taxes: The Company has elected partnership status for income tax purposes. Accordingly, a provision for income taxes has not been established.

New accounting pronouncements:

Fair Value Measurements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS No. 157 provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 addresses the requests from investors for expanded disclosure about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and was adopted by the Company in the first quarter of fiscal year 2006. The Company is unable at this time to determine the effect that its adoption of SFAS No. 157 will have on its results of operations and financial condition.

In February 2008, the FASB issued Staff Position (“FSP”) 157-2, “Effective Date of FASB Statement No. 157”. This FSP delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value on a recurring basis (at least annually) to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact of adoption was not material to the Company’s financial condition or results of operations.

Accounting for Uncertainty in Income Taxes

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

measurement and classification of income tax uncertainties, interest and penalties, and disclosure. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of required disclosures associated with any recorded income tax uncertainties. The differences between the amount recognized in the statement of financial position prior to the adoption of FIN 48 and the amounts reported after adoption are to be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. FIN 48 was effective beginning in fiscal year 2007 and did not have a material effect on the Company's financial position, results of development stage activities or liquidity.

Considering the Effects of Prior Year Misstatements

In September 2006, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 108 (SAB No. 108) "Considering the Effects of Prior Year Misstatements When Qualifying Misstatements in Current Year Financial Statements". SAB No. 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in qualifying a current year misstatement. The SEC staff believes that registrants should qualify errors using both a balance sheet and income statement approach and evaluate whether either approach results in qualifying a current year misstatement that, when all relevant quantitative and qualitative factors are considered, is material. The provisions of SAB No. 108 were effective for the Company's fiscal year ending December 31, 2006. The adoption of SAB No. 108 did not have a material impact on the Company's financial statements.

Business Combinations

In December 2007, the FASB issued SFAS No. 141(R) “Business Combinations”. This Statement replaces the original SFAS No. 141. This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. The objective of this SFAS No. 141(R) is to improve the relevance, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. To accomplish that, SFAS No. 141(R) establishes principles and requirements for how the acquirer:

1.	Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

2.	Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.

The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its results of operations and financial condition.

Fair Value Option for Financial Assets and Financial Liabilities

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”, which becomes effective for the Company on February 1, 2008, permits companies to choose to measure many financial instruments and certain other items at fair value and report unrealized gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that the election, of this fair-value option will have a material effect on its financial condition, results of operations, cash flows or disclosures.

NOTE 3 - PROPERTY PLANT & EQUIPMENT

Amounts and expected lives of property plant & equipment are as follows:

	Amounts			Expected useful lives
Computer equipment	$	3,881		3-5 years
Furniture		21,447		5-7 years
Telephone equipment		12,050		5-7 years
Total depreciable PP&E		37,378
Less: Accumulated depreciation		(19,217	)
Net depreciable PP&E		18,161
Total net PP&E	$	18,161

Depreciation expense for December 31, 2008 and 2009 was $6,080 and $6,075 respectively.

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NOTE 4- DUE FROM MEMBERS

During 2009, the Company made loans to the members of the Company. The balance of the outstanding receivable as of December 31, 2009 is $25,505.

NOTE- 5 DUE TO MEMBER

The managing member loaned the Company money for operations. During 2009, the managing member paid expenses on behalf of the Company in the amount of $2,071. Balances due as of December 31, 2008 and 2009 were $3,000 and $5,071 respectively.

NOTE- 6 OPERATING LEASE AGREEMENT

The following is a schedule by years of future minimum rental payments required under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of December 31, 2009:

Year ending December 31,:

2010	$	24,000
2011	$	24,000
2012	$	24,000
2013	$	24,000
2014	$	24,000

NOTE- 7 LITIGATION

During 2008, the Company was involved in one pending matter in the Circuit Court of St. Clair County, Alabama, styled Jennifer Englett, et al. vs. Four Star Realty, LLC, et al., CV 08-30. According to the pleadings in the case, Jennifer Englett, (the “Plaintiffs”) have asserted claims arising from construction defects in their homes. The Company was the exclusive listing agent for the sale of the homes and as such has been named as a defendant in the lawsuit. According to the Company’s counsel, based on the evidence and testimony to date, it appears the Plaintiffs will have a difficult time prevailing on any claims directed at the Company and he anticipates moving for summary judgment against the Plaintiffs as soon as all depositions have been recorded.

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FINANCIAL STATEMENTS

RIDGEFIELD DEVELOPMENT, CORPORATION

Table of Contents

	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

BALANCE SHEETS	F-2

STATEMENTS OF OPERATIONS	F-3

STATEMENTS OF CASH FLOWS	F-4

FOOTNOTES TO FINANCIAL STATEMENTS	F-5

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Independent Auditor’s Report

To the Shareholders

Ridgefield Development, Corporation

100 Four Star Lane

Odenville, AL 35120

We have audited the accompanying balance sheets of Ridgefield Development, Corporation as of December 31, 2008 and 2009, and the related statements of operations, changes in shareholders’ equity, and cash flows for the years 2008 and 2009 then ended. These financial statements are the responsibility of Ridgefield Development, Corporation management. Our responsibility is to express an opinion on these financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ridgefield Development, Corporation as of December 31, 2008 and 2009, and the results of its operations and its cash flows for the years 2008 and 2009 then ended in conformity with generally accepted accounting principles.

Labrozzi & Co., P.A.

Miami, Florida

February 27, 2010

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RIDGEFIELD DEVELOPMENT, CORPORATION
BALANCE SHEETS
December 31, 2008 and 2009

ASSETS					Pro-forma
	2009		2008		2009
Current assets:
Cash	$	-	$	14,318	$	137
Accounts receivable		42,872		47,457		42,872
Inventories		-		-		402

Total current assets		42,872		61,775		43,411

Non-current assets
Loan closing costs, net of accumulated amortization		29,072		40,325		29,072
Due from related party		617,164		620,164		617,164
Accounts Receivable		11,424		11,424		11,424
Notes receivable-related parties		225,960		144,150		225,960
Capitalized interest		1,189,497		908,197		1,189,497
Real estate held for sale		1,466,649		1,418,874		1,466,649
Land held for development		2,973,369		2,973,369		2,973,369
License - net of accumulated amortization						660
Property, plant & equipment, net of accumulated depreciation		505,014		515,397		505,359

Total non-current assets		7,018,149		6,631,900		7,019,154

TOTAL ASSETS	$	7,061,021	$	6,693,675	$	7,062,565



LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Accounts Payable	$	-	$	-	$	7,000
Accrued property tax		11,947		13,627		11,947
Due to related party		14,810				14,810
Line of credit		5,735,662		5,245,957		5,735,662

TOTAL LIABILITIES		5,762,419		5,259,584		5,769,419

Shareholders' equity:
Common stock		1,000		1,000		89,587
Retained earnings		1,297,602		1,433,091		1,203,559

Total shareholders' equity		1,298,602		1,434,091		1,293,146

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	7,061,021	$	6,693,675	$	7,062,565

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

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RIDGEFIELD DEVELOPMENT, CORPORATION
STATEMENTS OF OPERATIONS AND CHANGES IN SHAREHOLDERS' EQUITY
Years Ended December 31, 2008 and 2009

							Pro-forma
	2009			2008			2009
Revenue
Sales	$	20,011		$	212,047		$	20,011

Cost of sales		17,479			58,256			17,479

Gross profit		2,532			153,791			2,532

Operating expenses
Empty lot fees		12,165			10,991			12,165
Environmental fees		17,670			13,415			17,670
Repairs		16,762			8,070			16,762

Total operating expenses		46,597			32,476			46,597

Non-operating expenses:
Amortization expense		11,253			11,253			11,493
Bad debt expense		-			22,777			0
Depreciation		10,384			10,384			10,484
Insurance		3,902			3,264			3,902
Interest		2,010			25,253			2,010
Marketing		-			5,500			0
Miscellaneous		10,597			2,866			10,597
Professional fees		52,968			2,625			52,968
Property taxes		49,593			61,862			49,593
Utilities		2,120			4,991			2,120
Warranty costs		872			15,769			872
Other General & Administrative Costs								71,271

Total non-operating expenses		143,699			166,544			215,310

Net operating loss		(187,764	)		(45,229	)		(259,375	)

Other income (expense)
Timber income		16,775			8,997			16,775
Rental income		35,500			44,735			35,500
Other expenses		-			(1,497	)		-

Net other income		52,275			52,235			52,275

Net income (loss)	$	(135,489	)	$	7,006		$	(207,100	)

SHAREHOLDERS' EQUITY DECEMBER 31, 2008	$	1,434,091

2009 NET LOSS		(135,489	)

SHAREHOLDERS' EQUITY DECEMBER 31, 2009	$	1,298,602

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

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RIDGEFIELD DEVELOPMENT, CORPORATION
STATEMENTS OF CASH FLOWS
Years Ended December 31, 2008 and 2009


	2009			2008

Cash Flows from Operating Activities
Net income (loss) from operations	$	(135,489	)	$	7,006
Adjustments to reconcile net income to net cash
used in operating activities:
Amortization expense		11,253			11,253
Depreciation expense		10,384			10,384
Provision for bad debts		-			22,777
Gain on sale of fixed assets-buildings		-			8,997
Changes in operating assets and operating liabilities:
Accounts receivable		4,585			(64,252	)
Due from Twelve Oaks Properties		3,000			10,077
Notes receivable-related parties		(81,810	)		(26,297	)
Capitalized interest		(281,300	)		(237,415	)
Real estate held for sale		(47,775	)		891,685
Land held for development		-			(1,469,397	)
Accounts payable		-			250
Due to related party		14,810			-
Accrued property tax		(1,680	)		13,627
Accrued interest		-			(62,000	)

Net cash used in operating activities		(504,022	)		(883,305	)

Cash Flows from Investing Activities:
Proceeds from sales of fixed assets-buildings		-			385,000
					-
Net cash provided by investing activities		-			385,000

Cash Flows from Financing Activities:
Draws on line of credit		489,704			857,000
Payments on line of credit		-			(475,000	)

Net cash provided by financing activities		489,704			382,000

Net change in cash and cash equivalents		(14,318	)		(116,305	)
Cash and cash equivalents - beginning of year		14,318			130,623
Cash and cash equivalents - end of year	$	-		$	14,318


Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	283,300		$	314,592
Cash paid for taxes	$	49,593		$	61,682

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

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NOTE 1 - DESCRIPTION OF ORGANIZATION

Organization. Ridgefield Development Corporation, (the “Company”) was formed on October 10, 2003 under the laws of the state of Alabama. The Company was formed to secure a 1400 acre property (the “Development”) in order to develop the property into neighborhoods of affordable homes with amenity packages found only in much more expensive neighborhoods. The Development consists of constructing the infrastructure and improvements for a residential development in Odenville, Alabama.

Project construction operations are conducted through the Company’s affiliates who share the same ownership. The Company creates each project such that it will generate income from the placement of the construction loan through its affiliates and/or the capital appreciation of the facility upon sale. Affiliates and management of the Company will develop the construction and permanent financing for the benefit of the Company.

The Development currently consists of four residential neighborhoods; Acton Meadows, a starter home community consisting of starter homes in the $130,000’s; Brookhaven, a multi-price point neighborhood starting in the low $100,000’s to the upper $200,000’s; Hidden Ridge, a ridge top neighborhood with larger lots as well as a small townhome site and Ridgefield, a mid-priced neighborhood with full size lots and a price range from $170,000 to $210,000.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLCIES (Continued)

Revenue recognition. The Company recognizes revenue in accordance with Statement of Accounting Standards No. 66, Accounting for Real Estate Sales, under the full accrual method. Under the full accrual method, profit may be realized in full when real estate is sold, provided (1) the profit is determinable and (2) the earnings process is virtually complete (the Company is not obligated to perform significant activities after the sale to earn the profit). The Company recognizes revenue from its real estate sales transactions on the closing date.

Income taxes: The Company has elected subchapter S status for income tax purposes. Accordingly, a provision for income taxes has not been established.

New accounting pronouncements

Fair Value Measurements

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Table of Contents

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

determine the effect that its adoption of SFAS No. 157 will have on its results of operations and financial condition.

Accounting for Uncertainty in Income Taxes

In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48), "Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109". FIN 48 clarifies that accounting for uncertainty in income taxes recognized under SFAS No. 109 "Accounting for Income Taxes". FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition measurement of a tax position taken or expected to be taken in a tax return and also provides guidelines on various related matters such as de-recognition, measurement and classification of income tax uncertainties, interest and penalties, and disclosure. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and increases the level of required disclosures associated with any recorded income tax uncertainties. The differences between the amount recognized in the statement of financial position prior to the adoption of FIN 48 and the amounts reported after adoption are to be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. FIN 48 was effective beginning in fiscal year 2007 and did not have a material effect on the Company's financial position or liquidity.

Considering the Effects of Prior Year Misstatements

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

should be considered in qualifying a current year misstatement. The SEC staff believes that registrants should qualify errors using both a balance sheet and income statement approach and evaluate whether either approach results in qualifying a current year misstatement that, when all relevant quantitative and qualitative factors are considered, is material. The provisions of SAB No. 108 were effective for the Company's fiscal year ending December 31, 2006. The adoption of SAB No. 108 did not have a material impact on the Company's financial statements.

Business Combinations

A.)	Recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree.

B.)	Recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.

The Company is unable at this time to determine the effect that its adoption of SFAS No. 141(R) will have on its results of operations and financial condition.

Fair Value Option for Financial Assets and Financial Liabilities

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

gains and losses in earnings. Such accounting is optional and is generally to be applied instrument by instrument. The Company does not anticipate that the election, of this fair-value option will have a material effect on its consolidated financial condition, results of operations, cash flows or disclosures.

NOTE 3- NOTES RECEIVABLE-RELATED PARTIES

At December 31, 2009, “Notes receivable-related parties” in the balance sheet consisted of notes receivable from affiliated entities of which the shareholders of the Company are also the shareholders/members. The notes are due on demand and are uncollateralized. The notes receivable carry interest at rates ranging at 5% per annum. The aggregate receivable balances have been classified as noncurrent assets because they are not expected to be collected within one year from the balance sheet date. Below is a breakdown of the companies and the respective balances as of December 31, 2009:

Company	Amount

B&B Smith Construction, Inc.	$	35,000
Four Star Investments, LLC		125,960
Four Star Properties, LLC		50,000
Bobby Smith, Jr.		15,000

Total	$	225,960

NOTE 4-CAPITALIZED INTEREST

For the year ended December 31, 2009 the Company has recognized $283,300 in interest expense that was capitalized and $2,010 interest expensed directly to the Statement of Operations. Project interest expense is recorded on the balance sheet or statement of operations depending on the status of the project(s).

NOTE 5- LAND HELD FOR DEVELOPEMENT AND REAL ESTATE HELD FOR SALE

Land acquisition costs are capitalized as “Land Held for Development”. Project costs that are clearly associated with the development and construction of a real estate project are capitalized as a cost of that project. Costs are allocated to individual projects by the specific identification method. Interest costs are capitalized while development is in progress. When a project is completed it is reclassified as “Real Estate Held for Sale” until it is sold. Once a project is sold, the capitalized costs are reclassified as “Cost of Sales” to offset real estate sales in the Statement of Operations.

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NOTE 6 - PROPERTY PLANT & EQUIPMENT

Amounts and expected lives of property plant & equipment are as follows:

	Amounts			Expected useful lives

Real estate building	$	339,618		39 years
Equipment building		140,062		39 years
Land		50,000
Total land and depreciable PP&E		529,680
Less: Accumulated depreciation		(24,666	)
Net land and depreciable PP&E		505,014
Total net PP&E	$	505,014

Depreciation expense for December 31, 2009 was $10,384.

NOTE 7- LINE OF CREDIT-UNION STATE BANK

The Company has available a revolving line of credit with Union State Bank for $5,500,000. The line of credit expired in August 2009. Borrowings under the line of credit bear interest at fixed rate of 8.25% per annum. The outstanding balance on the line of credit was $5,435,945 at December 31, 2009. The note is personally guaranteed by the shareholders.

The Company has available a revolving line of credit with Covenant Bank for $300,000. Borrowings under the line of credit bear interest at fixed rate of 5.25% per annum and mature August 5, 2010. The outstanding balance on the line of credit was $299,717 at December 31, 2009. The note is personally guaranteed by the shareholders.

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Item 2. Management’s Discussion and Analysis of Financial Conditions and

Results of Operations

Plan of Operation

Results of Operation

For the quarter ended March 31, 2010, the registrant recognized a net loss of $131,442 and a net loss of $17,515 for the quarter ended March 31, 2009 . Some general and administrative expenses during the year were accrued. Expenses for the year were comprised of costs mainly associated with the business combination between Four Star Holdings, Inc., Ridgefield Development Corporation and Four Star Realty, LLC, legal, accounting and office expenses.

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Liquidity and Capital Resource

The company will rely upon the issuance of common stock and additional capital contributions from shareholders to fund administrative expenses pending full implementation of the Company’s business model.

Critical Accounting Policies

Four Star Holding’s financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market

Not Applicable.

Item 4T. Controls and Procedures

(a)	Evaluation of disclosure controls and procedures.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 (Exchange Act) as a process designed by or under the supervision of, our chief executive officer and chief financial officer and affected by our 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:

Pertain to the maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of our assets

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 Company are being made only in accordance with authorizations of our management and directors: and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s Internal Control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in this Internal Control-Integrated Framework.

In light of the fact that we filed the 10-Q without labeling the filing as “not reviewed” we have re-reviewed our internal control systems for assuring the completeness and accuracy of our filings. To ensure our future compliance with all SEC regulations, we have formalized and implemented a new procedure whereby all of the minutes of our board of directors and audit committee meetings will be forwarded to our SEC counsel. He will review those minutes and advise management as to the filings or other steps necessary to comply with SEC regulations.

With this addition, management re-assessed the effectiveness of our Internal Control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in this Internal Control-Integrated Framework.

Based on our re-assessment, we believe that, as of June 30, 2010 our internal control over financial reporting are effective.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our chief executive officer and chief financial officer, have evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of March 31, 2010, our disclosure controls and procedures were effective.

(b) Changes in internal controls.

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is party to one lawsuit which was filed on May 6, 2010 in the United States District Court for the Northern District of Alabama, Middle Division as case number CV-10-PT-1183-M.

The Plaintiffs in the lawsuit are Cirrus Acquisition and Development Corporation, a Nevada corporation, and Cirrus Global Capital Management, Inc., a Nevada corporation, Cirrus Holdings, Inc., and Richard Woods. The Plaintiffs sued the following Defendants: Four Star Companies, Inc., a Florida corporation and its subsidiaries, including but not limited to Twelve Oaks Properties, Inc., Ridgefield Development, SBE, Inc., Four Star Realty, Four Star Investments, B&B Smith Construction, and Four Star Land Ventures; Dragon’s Lair Holdings, Inc., a Florida corporation; Four Star Holding Company, Inc. a Florida corporation; Bobby Smith, Jr. individually and in his capacity as officer, director and principal of Four Star Companies, Inc., Dragon’s Lair Holdings, Inc.; Fran Mize, individually and in her capacity as officer, director and principal of Four Star Companies, Inc., Dragon’s Lair Holdings, Inc., and Four Star Holdings, Inc.

The lawsuit alleges that the Plaintiffs are owed Four Star Holdings, Inc. common stock and cash in payment for financial brokerage services rendered. The Company disputes the quality and effectiveness of such services and expects that the matter will be resolved in its favor.

During 2008, Four Star Realty, LLC was involved in one pending matter in the Circuit Court of St. Clair County, Alabama, styled Jennifer Englett, et al. vs. Four Star Realty, LLC, et al., CV 08-30. According to the pleadings in the case, Jennifer Englett, (the “Plaintiffs”) have asserted claims arising from construction defects in their homes. The Company was the exclusive listing agent for the sale of the homes and as such has been named as a defendant in the lawsuit. According to the Company’s counsel, based on the evidence and testimony to date, it appears the Plaintiffs will have a difficult time prevailing on any claims directed at the Company and he anticipates moving for summary judgment against the Plaintiffs as soon as all depositions have been recorded.

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

None

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

None

Item 5. Other Information.

On January 1, 2010, the board of directors appointed Alvin A. Rhoney, Age: 58, to serve as the Chief Financial Officer.

Mr. Rhoney has 30 years of results oriented, business and financial management experience. He is a former partner with a large international C.P.A. firm where he was responsible for audits and management advisory services (MAS) for his clients. The depth and breadth of his audit and MAS experience spans virtually every business entity.

During the past 15 years he has worked as an Interim CFO for a wide variety of businesses throughout the United States, most notably, the largest privately held mining manufacturer in the world. He designs and installs customized systems, procedures, and controls to strengthen internal controls and increase profit.

Mr. Rhoney holds a degree in business administration from Niagara University, New York. He is a New York State Certified Public Accountant and a Certified Management Consultant.

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There are no family relationships between Mr. Rhoney and any other of our directors or executive officers.

Mr. Rhoney has never had any material direct or indirect interest in any of our transactions or proposed transactions.

The Company did not timely file an 8-K in connection with the acquisitions related to the business combinations of Ridgefield Development Corporation and Four Star Realty, LLC. These transactions are incorporated by reference in this filing including audited financial statements for the prior two years containing pro-forma information required by Regualation S-X 03-05.

On March 8, 2010, Four Star Holdings entered into a contract with Crucible Capital Group, Inc. ( a New York corporation) which provides Crucible with the exclusive right to be its consultant, financial advisor, and agent in connection with private equity financing, debt facilities, and credit facilities all arranging for financing and/or lines of credit up to approximately $45,000,000. The initial term of the agreement is one hundred eighty (180) days and shall renew monthly, subject to all other terms and conditions. The agreement may be terminated by the Company or Crucible at any time upon thirty (30) days prior written notice.

On February 12, 2010, a professional services agreement between IBP Advisors, LLC, (a Texas limited liability company) and the Company was executed for software implementation and training services in connection with the purchase of specialized home-building software. The agreement is effective through December 31, 2010 and is cancelable with seven (7) days written notice.

On February 4, 2010, the Company executed an agreement with the Law Offices of Joseph L. Pittera( a California professional services firm) to provide legal services in connection with the preparation of a variety of legal documents on a monthly basis including but not limited to: Legal Opinions, Merger and Acquisition Agreements, Registration Statements, and other corporate and securities work.

On February 3, 2010, the Company executed an agreement with Private Resources, LLC, (a Wyoming corporation) to provide financial advisory, growth services, board advisory assembly, brand recognition, market maker support, FINRA filing support, press release strategies, institutional debt/equity funding, and general business consulting.

The above transactions have been, or will be included in an 8-K filing with the new independent registered auditing firm.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

21.1 List of Subsidiaries

32.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.2 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.2 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports on Form 8-K

8-K filed February 10, 2010 regarding items 2.01, 5.03, 8.01 and 9.01

8-K filed February 16, 2010 regarding items 1.01, 3.02 and 9.01

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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.

FOUR STAR HOLDINGS, INC.

Date: July 16, 2010

/s/ Bobby R. Smith, Jr.

Bobby R. Smith, Jr.

Chief Executive Officer

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FOUR STAR HOLDINGS, INC. 10-Q/A