UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~DECEMBER 3031, 2009

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

FOR THE TRANSITION PERIOD FROM _______________ TO ______________

COMMISSION FILE NUMBER: 000-52973

STALAR 3, INC.

(Exact name of registrant as specified in its charter)

Delaware		26-1402659
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)
317 Madison Ave., Suite 1520,
11755 Wilshire Blvd., Suite 2000
New York, NY		10017
Los Angeles, CA		90025
(Address of principal executive offices)		(Zip Code)

(~~212~~310) ~~953~~883-~~1544~~1300 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No |_|

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

|_| Large Accelerated Filer |_| Accelerated Filer |_| Non-accelerated Filer |X| Smaller reporting company

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

At ~~June~~March 309, ~~2009~~2010, 2,022,500 shares of the Registrant's Common Stock and no shares of the Registrant's Preferred Stock were issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

STALAR 3, INC.

(A Development Stage Company)

INDEX TO INTERIM FINANCIAL STATEMENTS

	~~Page No.~~	Page No.
FINANCIAL STATEMENTS (Unaudited)
INTERIM FINANCIAL STATEMENTS (Unaudited)
Balance Sheets
Interim Balance Sheets December 31, 2009 and September 30, 2009		3
June 30, 2009 and September 30, 2008 (Audited)	3
Interim Statements of Operations For the three months ended December 31, 2009 and 2008 For the period November 13, 2007, (inception) to December 31, 2009		4
Statements of Operations
Interim Statements of Cash Flows For the three months ended December 31, 2009 and 2008 For the period November 13, 2007, (inception) to December 31, 2009		5
For the nine months ended June 30, 2009 For the period November 13, 2007, (inception) to June 30, 2008 For the period November 13, 2007, (inception) to June 30, 2009 For the three months ended June 30, 2009 and 2008	4 4 4 5
Interim Statement of Changes in Stockholders’ Deficit For the period November 13, 2007, (inception) to December 31, 2009		6
Statements of Cash Flows
Notes to Interim Financial Statements		7-8
For the nine months ended June, 2009 For the period November 13, 2007, (inception) to June30, 2008 For the period November 13, 2007, (inception) to June 30, 2009	6 6 6
Statement of Changes in Stockholders’ Deficit
For the period November 13, 2007, (inception) to June 30, 2009	7
Notes to Financial Statements	8-9

STALAR 3, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

	June 30, 2009			September 30, 2008
	December 31,			September 30,
	2009			2009
	(Unaudited)			(Audited)
ASSETS
Current assets
Cash	$	~~694~~-		$	~~544~~89
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	114,~~500~~974		$	110,~~869~~458
Loan payable - Officer		~~20,803~~-			1021,~~910~~803
Total current liabilities		2214,~~303~~974			1232,~~779~~261
Stockholders' deficit
Preferred stock - $0.0001 par value;
25,000,000 shares authorized; none issued or outstanding		-			-
Common stock - $0.0001 par value; 75,000,000 shares authorized;
2,022,500 and 2,000,000 issued and outstanding		202			200
2,022,500 issued and outstanding		202			202
Additional paid-in capital		~~898~~24,659			-898
Deficit accumulated during the development stage		(2239,~~709~~835	)		(1233,~~435~~272	)
Total Stockholders' deficit		(21,609	)		(12,235	)
Total stockholders' deficit		(14,974	)		(32,172	)
	$	~~694~~-		$	~~544~~89

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

STALAR 3, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

				November 13, 2007			November 13, 2007
	Three Months Ended						November 13, 2007
	Nine Months Ended			(Inception) to			(Inception) to
	December 31,						(Inception) to
	June 30, 2009			June 30, 2008			June 30, 2009
	2009			2008			December 31, 2009
Revenues	$	-		$	-		$	-
General and administrative expenses
Professional fees		96,~~917~~266			3,~~500~~728			1632,~~186~~260
Organization costs		-			~~4,208~~-			5,708
Sundry		357			458			815
Interest expense		183			-			933
		10,274			8,166			22,709
Sundry		114			-			934
Net loss	$	(10,274	)	$	(8,166	)	$	(22,709	)
		6,563			3,728			39,835
Net loss	$	(6,563	)	$	(3,728	)	$	(39,835	)
Loss per common share:
Basic and diluted	$	(0.005	)	$	(0.004	)	$	(0.011	)
basic and diluted	$	(0.003	)	$	(0.002	)
Weighted average number of
common shares outstanding		2,013,681			2,000,000			2,006,385
common shares outstanding,
basic and diluted		2,022,500			2,000,000

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

STALAR 3, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

(Unaudited)

	Three Months Ended						November 13, 2007
	June 30,
	December 31,						(Inception) to
	2009			2008			December 31, 2009
Revenues	$	-		$	-
Cash flows from operating activities:
General and administrative expenses
Net loss	$	(6,563	)	$	(3,728	)	$	(39,835	)
Professional fees		2,910			1,000
Increase in cash flows from operating
Organization costs		-			1,732
activities resulting from changes in:
Sundry		245			220
Accounts payable and accrued expenses		5,449			2,631			15,907
		3,155			2,952
Net cash used in operating activities		(1,114	)		(1,097	)		(23,928	)
Net loss	$	(3,155	)	$	(2,952	)
Cash flows from financing activities:
Loss per common share:
Proceeds from issuance of common stock		-			-			1,100
Basic and diluted	$	(0.002	)	$	(0.001	)
Loans from Officer		1,025			1,150			22,828
Weighted average number of
Net cash provided by financing activities		1,025			1,150			23,928
common shares outstanding		2,022,500			2,000,000
Net (decrease) increase in cash		(89	)		53			-
Cash, beginning of period		89			544			-
Cash, end of period	$	-		$	597		$	-
Supplemental cash flow information:
Non-cash investing and financing activities:
Officer's loan contributed to capital	$	23,761		$	-		$	23,761

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

STALAR 3, INC.

(A Development Stage Company)

~~STATEMENTS~~INTERIM STATEMENT OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS’ DEFICIT

(Unaudited)

	Nine Months EndedJune 30, 2009			November 13, 2007(Inception) to June 30, 2008			November 13, 2007 (Inception) to June 30, 2009
	Shares			Amount			Additional Paid-in Capital			Deficit Accumulated During Development Stage			Total
Cash flows from operating activities:
Shares issued at inception, November 13, 2007		-		$	-		$	-		$	-		$	-
Net loss	$	(10,274	)	$	(8,166	)	$	(22,709	)
Shares issued for cash, at par $.0001		2,000,000			200			-			-			200
Increases in cash flows from operating
Net loss for the period		-			-			-			(12,435	)		(12,435	)
activities resulting from changes in:
Balance, September 30, 2008		2,000,000			200			-			(12,435	)		(12,235	)
Accounts payable and accrued expenses		(369	)		-			1,500
Shares issued for cash, at $.04 per share		22,500			2			898			-			900
Net cash used in operating activities		(10,643	)		(8,166	)		(21,209	)
Net loss for the year		-			-			-			(20,837	)		(20,837	)
Cash flows from financing activities:
Balance, September 30, 2009		2,022,500			202			898			(33,272	)		(32,172	)
Proceeds from issuance of common stock		900			200			1,100
Officer's loan contributed to capital		-			-			23,761			-			23,761
Loans from Officer		9,893			9,410			20,803
Net loss for the period		-			-			-			(6,563	)		(6,563	)
Net cash provided by financing activities		10,793			9,610			21,903
Balance, December 31, 2009		2,022,500		$	202		$	24,659		$	(39,835	)	$	(14,974	)
Net increase in cash		150			1,444			694
Cash, beginning of period		544			-			-
Cash, end of period	$	694		$	1,444		$	694

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

STALAR 3, INC.

(A Development Stage Company)

~~STATEMENT~~NOTES OFTO ~~CHANGES~~INTERIM INFINANCIAL ~~STOCKHOLDERS’ DEFICIT~~STATEMENTS

DECEMBER 31, 2009

(Unaudited)

	Shares		Amount		Additional Paid-inCapital		Deficit Accumulated During Development Stage			Total
Shares issued at inception, November 13, 2007		-	$	-	$	-	$	-		$	-
Shares issued for cash, at par $.0001		2,000,000		200		-		-			200
Net loss for the period		-		-		-		(12,435	)		(12,435	)
Balance, September 30, 2008		2,000,000		200		-		(12,435	)		(12,235	)
Shares issued for cash, at $.04 per share		22,500		2		898		-			900
Net loss for the period		-		-		-		(10,274	)		(10,274	)
Balance, June 30, 2009		2,022,500	$	202	$	898	$	(22,709	)	$	(21,609	)

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

STALAR 3, INC.

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

NOTE A – NATURE OF BUSINESS AND BASIS OF PRESENTATION

The accompanying unaudited financial statements as of ~~June~~December 3031, 2009 and for the three ~~and nine~~ months ended ~~June~~December 3031, 2009 and ~~the periods November 13, 2007 (inception) to June 30,~~ 2008 and the period November 13, 2007 (inception) to ~~June~~December 3031, 2009, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission, including Form 10-Q and Regulation S-B. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments), which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. The Company believes that the disclosures provided are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and explanatory notes for the year ended September 30, 2009 and for the period November 13, 2007, (inception), to September 30, ~~2008~~2009 as disclosed in the Company's 10-~~KSB~~K for that period as filed with the SEC.

The results of the period ended ~~June~~December 3031, 2009 are not necessarily indicative of the results to be expected for the year ending September 30, ~~2009~~2010, the Company’s fiscal year end.

STALAR 3, Inc. (‟the Company‟), was incorporated in the State of Delaware on November 13, 2007. The Company, which is in the development stage, is a “shell company”, because it has no or nominal assets, other than cash, and no or nominal operations. The Company was formed to pursue a business combination with an operating private company, foreign or domestic, seeking to become a reporting, “public” company. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been engaged in organizational efforts, obtaining initial financing and has commenced negotiations with various operating entities; however, it has not entered into any letter of intent to date.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Loss Per Share

The Company uses SFAS No. 128, “Earnings Per Share”, which was primarily codified into Topic 260 “Earnings Per Share”, for calculating the basic and diluted loss per share. WeThe ~~compute~~Company computes basic loss per share by dividing net loss and net loss attributable to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential shares had been issued and if the additional shares were dilutive. Common equivalent shares are excluded from the computation of net loss per share if their effect is anti-dilutive. The Company does not have any common stock equivalents.

STALAR 3, INC.

(A Development Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

~~JUNE~~DECEMBER 3031, 2009

(Unaudited)

NOTE C – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company, however, has minimal assets and working capital and lacks a sufficient source of revenues, which creates uncertainty about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern and to realize its assets and to discharge its liabilities is dependent upon the Company’s management to securing a business combination. Management intends to fund working capital requirements for the foreseeable future and believes that the current business plan, if successfully implemented, may provide the opportunity for the Company to continue as a going concern. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE D - RELATED PARTY TRANSACTIONS

Equity Transaction

In November 2007, the Company issued 2,000,000 shares of common stock to the sole officer and director for total proceeds of $200.

Loan Payable - Officer

The officer ~~has~~had advanced funds to the Company to cover cash requirements. The loan iswas unsecured and iswas payable on demand with interest at the prime rate. In December 2009, pursuant to a stock purchase agreement, the officer’s loan was contributed to capital, see Note E.

NOTE E – EQUITY TRANSACTIONS

In January 2009, the Company issued 22,500 shares of common stock to unrelated parties at a per share price of $.04 for total cash proceeds of $900, pursuant to a Common Stock offering.

On December 9, 2009, all of the Company’s shares were acquired by an unrelated party for cash. Pursuant to certain provisions of the tax law, this event is a significant change in ownership that will limit net operating loss carryforwards available for use in any given year.

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.~~ 8

ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Cautionary Notice Regarding Forward Looking Statements

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.

Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks discussed in our Annual Report on form 10-~~KSB~~K for the year ended September 30, ~~2008~~2009 and in any press releases and other communications to shareholders that may be issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Plan of Operation

Currently our Company would be defined as a "shell" company, an entity which is generally described as having no or nominal operations and no or nominal assets. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

109

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with money in our treasury, and/or through borrowings from our stockholders, management or other investors.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The Company was incorporated on November 13, 2007. The Company, which is in the development stage, has had no operations during the quarterly period ended ~~June~~December 3031, 2009, nor for the period November 13, 2007 (inception) to ~~June~~December 3031, 2009 and has no operations as of the date of this filing.

General and administrative expenses were $36,~~155~~563 ~~and $2,952~~ for the three months ended ~~June~~December 3031, 2009 ~~and~~compared ~~2008,~~to ~~respectively. General and administrative expenses were~~ $103,~~274~~728 for the ~~nine~~three month period October 1, 2008 to ~~June~~December 3031, ~~2009~~2008, ~~compared~~and towere $839,~~166~~835 for the period November 13, 2007 (inception) to ~~June~~ 30December 31, ~~2008~~2009. General and administrative expenses consist primarily of professional fees, organizational costs and ~~organization~~interest expenses. We had a net loss of $3,~~155~~158 ~~and $2,952~~ for the ~~three~~first ~~months~~fiscal ~~ended~~quarter ~~June~~compared ~~30,~~to ~~2009 and 2008, respectively, and~~ a net loss of $106,~~274~~563 for the ~~nine month~~ period October 1, 2008 to ~~June~~December 3031, ~~2009 compared to $8,166 for the period November 13, 2007 (inception) to June 30,~~ 2008. General and administrative expenses since our inception through ~~June~~December 3031, 2009 amount to $2239,~~709~~835.

Off-balance Sheet Arrangements

None

ITEM 3. - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. - CONTROLS AND PROCEDURES

As of the end of the period covered by this report ("Evaluation Date"), our management concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As of the Evaluation Date, our ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Principal~~principal ~~Financial~~financial ~~Officer~~officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Securities Act of 1934 (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 its ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Principal~~principal ~~Financial~~financial ~~Officer,~~officer ~~as appropriate,~~ to allow timely decisions regarding required disclosure. Our management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the Evaluation Date.

PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

None

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

1110

ITEM 3 - DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES

None

ITEM 4 - SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS

None

ITEM 5 - OTHER INFORMATION

(a) There was no information we were required to disclose in a report on Form 8-K during the ~~second~~first quarter of our fiscal year ended ~~June~~December 3031, 2009, or subsequent period through the date hereof, which was not so reported.

(b) Our board of directors has not established an audit committee or a nominating committee. In addition, we do not have any other compensation, executive or similar committees. We will not, in all likelihood, establish an audit or a nominating committee until such time as the Company is no longer a "shell" company of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

Until such time as an audit committee has been established, the full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

We have adopted a Code of ethics that applies to all of our executive officers, directors and employees. Our Code of Ethics codifies the business and ethical principles that govern all aspects of our business. This document will be made available in print, free of charge, to any stockholder requesting a copy in writing from the Company.

ITEM 6 - EXHIBITS

	Exhibit
	Number	Exhibit Title
	3.1	Certificate of Incorporation*
	3.1(i)	Certificate of Correction to Certificate of Incorporation*
	3.2	Bylaws*
	14.1	Code of Ethics**
	31.1	Certification of ~~Steven~~Bruce ~~R. Fox~~Wendel, as principal executive officer, pursuant to Rule 13a-14(a)/15d-14(a)
	31.2	Certification of ~~Steven~~Bruce ~~R. Fox~~Wendel, as principal financial officer, pursuant to Rule 13a-14(a)/15d-14(a)
	32	Certification of ~~Steven~~Bruce ~~R. Fox~~Wendel, ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
	* Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007 ** Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 13, 2009
	* Incorporated by reference from the Company's registration statement on Form 10-SB filed on December 12, 2007 ** Incorporated by reference from the Company's Quarterly Report on Form 10-Q filed on May 7, 2009

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SIGNATURES

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

	~~STALAR 3, INC.~~	STALAR 3, INC.
Date: August 12, 2009	/s/ Steven R. Fox
	Date: March 9, 2010	By: /s/ Bruce Wendel
	Steven R. Fox, President and Director
		Bruce Wendel, President, CFO and Director

1312

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