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~~[X] QUARTERLY ~~the~~REPORT ~~quarterly~~PURSUANT ~~period~~TO ~~ended~~SECTION ~~March~~13 ~~31,~~OR ~~2010~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

[ ] 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: 000-53627

Green Star Alternative Energy, Inc.

~~Nevada~~ (~~State~~Exact orname ~~other jurisdiction~~ of ~~incorporation~~Registrant oras ~~organization)~~specified ~~88-0441307~~in ~~(I.R.S.~~its ~~Employer Identification No.~~charter)

~~1660~~Nevada ~~Hotel~~(State ~~Circle~~or ~~North,~~other ~~Suite~~jurisdiction ~~207,~~of ~~San~~incorporation ~~Diego,~~or CAorganization) ~~92108~~88-~~2808~~0492010 (I.R.S. Employer Identification No.)

~~(866)~~1328 ~~955-4723~~W. Balboa Blvd., Suite C, Newport Beach, CA

~~__________________________________________________________________~~ (~~Former~~Address ~~name,~~of ~~former~~principal ~~address~~executive ~~and~~offices ~~former~~- ~~fiscal~~Zip ~~year, if changed since last report~~Code)

~~Indicate by check mark whether the registrant~~ (1949) 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.-903-0468

~~Yes [X] No [ ]~~(Registrant's telephone number, including area code)

__________________________________________________________________

(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.

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

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

Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

On ~~March~~February 3128, ~~2010~~2011, there were 4563,~~937~~337,543 shares of the issuer's common stock were outstanding.

Part 1. Financial Information

Green Star Alternative Energy, Inc. (A Development Stage Company) Balance Sheets As of March 31, 2010 and December 31, 2009
Green Star Alternative Energy, Inc.
	As of March 31, 2010			As of December 31, 2009
(A Development Stage Company)
	(Unaudited)			(Audited)
Condensed Balance Sheets
ASSETS
As of June 30, 2010 and December 31, 2009
Current Assets
	30-Jun-10				31-Dec-09
Cash	$	6		$	8,303
	(Unaudited)				(Audited)
Pre-Paid Accounting Fees		-			705
ASSETS
Total Current Assets		6			9,008
Current Assets
Equipment, net		93,660			95,187
Cash	$	-			$	8,303
Total Assets	$	93,666		$	104,195
Pre-Paid Accounting Fees		-				705
LIABILITIES & STOCKHOLDERS' EQUITY
Total Current Assets		-				9,008
Current Liabilities
Equipment, net		-				95,187
Accrued expenses	$	20,237		$	15,072
Total Assets	$	-			$	104,195
Accounts payable		30,852			3,023
LIABILITIES & STOCKHOLDERS' DEFICIT
Loan from related party		221,000			221,000
Current Liabilities
Other loan payable		94,063			94,063
Accrued payable	$	30,640			$	5,955
Total Liabilities		366,152			333,158
Loan from related party		238,276				233,140
Stockholders' Equity
Other loan payable		-				94,063
Common Stock, (Authorized, 200,000,000 shares, Par value: $0.001, 45,937,543 shares and 45,937,543 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively		45,938			45,938
Total Liabilities		268,916				333,158
Additional Paid-in Capital		14,062			14,062
Stockholders' Deficit
Deficit accumulated during the development stage		(332,486)			(288,963)
Common Stock, (Authorized, 200,000,000 shares, Par value: $0.001, 45,937,543 shares and 45,937,543 shares issued and outstanding as of June 30, 2010 and December 31, 2009, respectively		45,938				45,938
Total Stockholders' Equity		(272,486)			(228,963)
Additional Paid-in Capital		14,062				14,062
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	93,666		$	104,195
Deficit accumulated during the development stage		(328,916	)			(288,963	)
The accompanying notes are an integral part of these financial statements.
Total Stockholders' Deficit		(268,916	)			(228,963	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-			$	104,195
The accompanying notes are an integral part of these financial statements.

Green Star Alternative Energy, Inc. (A Development Stage Company) Statements of Operations For the Three Months Ended March 31, 2010 and 2009 and for the Period from Inception (March 2, 2001) through March 31, 2010
	Three Months Ending				From March 2, 2001 (Inception) Through March 31, 2010
	March 31, 2010		March 31, 2009
Revenues
Revenues	$	-	$	-	$	68,029
Total Revenues		-		-		68,029
Operating Expense
Administrative Expense		38,098		34,109		377,297
Total Operating Expenses		38,098		34,109		377,297
Other income (loss)
Interest expenses		(5,425)		(2,753)		(23,218)
Total Other Income (Loss)		(5,425)		(2,753)		(23,218)
Net (Loss)	$	(43,523)	$	(36,862)	$	(332,486)
Basic earnings per share	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding		45,937,543		45,937,543
The accompanying notes are an integral part of these financial statements.

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	Green Star Alternative Energy Inc. (A Development Stage Company) Statements of Changes in Stockholders' Equity From March 2, 2001 (inception) through March 31, 2010
		Common Stock	Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage		Total
	On March 5, 2001,
	10,937,500 shares issued for services	10,937,500	$	10,938	$	(9,688)	$		$	1,250
	On April 5, 2001,
	6,250,000 shares issued for services	10,937,500		10,938		(9,688)				1,250
	August to December 2001
	3,750 shares issued for cash	6,562,500		6,563		938				7,500
	Net loss, December 31, 2001							(2,066)		(2,066)
	Balance, December 31, 2001	28,437,500		28,438		(18,438)		(2,066)		7,934
	Net loss, December 31, 2002							(2,204)		(2,204)
	Balance, December 31, 2002	28,437,500		28,438		(18,438)		(4,270)		5,730
	Net loss, December 31, 2003							(11,024)		(11,024)
	Balance, December 31, 2003	28,437,500		28,438		(18,438)		(15,294)		(5,294)
	Net loss, December 31, 2004							(1,475)		(1,475)
	Balance, December 31, 2004	28,437,500		28,438		(18,438)		(16,769)		(6,769)
	Net income, December 31, 2005							9,781		9,781
	Balance, December 31, 2005	28,437,500		28,438		(18,438)		(6,988)		3,012
	Net income, December 31, 2006							1,808		1,808
	Balance, December 31, 2006	28,437,500		28,438		(18,438)		(5,180)		4,820
	Net income, December 31, 2007							(4,820)		(4,820)
	Balance, December 31, 2007	28,437,500		28,438		(18,438)		(10,000)		-
	May 9, 2008,
	17,500,043 shares issued for cash	17,500,043		17,500		32,500				50,000
	Net loss, December 31, 2008							(102,367)		(102,367)
	Balance December 31, 2008	45,937,543	$	45,938	$	14,062	$	(112,367)	$	(52,367)
	Net loss December 31, 2009							(176,596)		(176,596)
	Balance December 31, 2009	45,937,543	$	45,938	$	14,062	$	(288,963)	$	(228,963)
	Net loss March 31, 2010							(43,523)		(43,523)
	Balance March 31, 2010	45,937,543	$	45,938	$	14,062	$	(332,486)	$	(272,486)
The accompanying notes are an integral part of these financial statements.

Green Star Alternative Energy, Inc.

(A Development Stage Company)

Condensed Statements of Operations

For the Three Months Ended June 30, 2010 and 2009

and for the Period from Inception (March 2, 2001) through June 30, 2010

Green Star Alternative Energy, Inc. (A Development Stage Company) Statements of Cash Flows For the Three Months Ended March 31, 2010 and 2009 and for the Period from Inception (March 2, 2001) through March 31, 2010
	Three Months Ended				From March 2, 2001 (Inception) Through March 31, 2010
	March 31, 2010		March 31, 2009
Operating Activities
Net income (Loss)	$	(43,523)	$	(36,862)	$	(332,486)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expenses		1,527		146		4,647
Share issued for services						2,500
Changes in operating assets and liabilities:
Decrease in prepaid expenses		705
Increase in accounts payable		27,829		4,438		30,852
Increase in accrued liabilities		5,165		2,754		20,237
Net Cash Provided (used) by Operating Activities		(8,297)		(29,524)		(274,250)
Investing Activities
Purchase Equipment		-		-		(98,307)
Net Cash Provided (used) by Investing Activities		-		-		(98,307)
Financing Activities
Increase in loan from related party		-		38,000		221,000
Increase in other loan payable		-		-		94,063
Cash received from issuance of stock		-		-		57,500
Net Cash Provided(used) by Financing Activities		-		38,000		372,563
Net increase (decrease) in cash		(8,297)		8,476		6
Cash and cash equivalents at beginning of period		8,303		3,310		-
Cash and Cash Equivalents at End of Period	$	6	$	11,786	$	6
Cash Paid for Interest	$	-	$	-	$	-
Cash Paid for Income Taxes	$	-	$	-	$	-
The accompanying notes are an integral part of these financial statements.

(UNAUDITED)

Green Star Alternative Energy, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2010

	Three Months Ended June 30,						Six Months Ended June 30,						Inception (March 2, 2001) through June 30,
	2010			2009			2010			2009			2010
REVENUES	$	-		$	-		$	-		$	-		$	68,029
COST OF SALES		-			-			-			-			-
GROSS PROFIT		-			-			-			-			68,029
OPERATING EXPENSES:
General and administrative expenses		12,007			37,371			50,365			71,481			389,304
Total operating expenses		12,007			37,371			50,365			71,481			389,304
LOSS FROM OPERATIONS		(12,007	)		(37,371	)		(50,365	)		(71,481	)		(321,275	)
:
Other Income (Expense)		15,577			(3,270)			10,412			(6,023)			(7,641	)
Total other income (expense)		15,577			(3,270	)		10,412			(6,023)			(7,641	)
NET INCOME/(LOSS) BEFORE PROVISION FOR INCOME TAXES		3,570			(40,641	)		(39,953	)		(77,504	)		(328,916	)
Provision for income taxes		-			-			-			-			-

NET INCOME/(LOSS)	$	3,570		$	(40,641	)	$	(39,953	)	$	(77,504	)	$	(328,916	)
NET LOSS PER SHARE OF COMMON STOCK — Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE SHARES OUTSTANDING — Basic and diluted		45,937,543			26,250,000			45,937,543			26,250,000

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

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Green Star Alternative Energy Inc.
(A Development Stage Company)
Condensed Statements of Changes in Stockholders' Deficit
From March 2, 2001 (inception) through June 30, 2010


	Common		Common		Additional			Deficit Accumulated
	Stock		Stock		Paid-in			During the
			Amount		Capital			Development
								Stage			Total

On March 5, 2001,
10,937,500 shares issued for services		10,937,500	$	10,938	$	(9,688	)				$	1,250

On April 5, 2001,
6,250,000 shares issued for services		10,937,500		10,938		(9,688	)					1,250

August to December 2001
3,750 shares issued for cash		6,562,500		6,563		938						7,500

Net loss, December 31, 2001									(2,066	)		(2,066	)

Balance, December 31, 2001		28,437,500		28,438		(18,438	)		(2,066	)		7,934

Net loss, December 31, 2002									(2,204	)		(2,204	)

Balance, December 31, 2002		28,437,500		28,438		(18,438	)		(4,270	)		5,730

Net loss, December 31, 2003									(11,024	)		(11,024	)

Balance, December 31, 2003		28,437,500		28,438		(18,438	)		(15,294	)		(5,294	)

Net loss, December 31, 2004									(1,475	)		(1,475	)

Balance, December 31, 2004		28,437,500		28,438		(18,438	)		(16,769	)		(6,769	)

Net income, December 31, 2005									9,781			9,781

Balance, December 31, 2005		28,437,500		28,438		(18,438	)		(6,988	)		3,012

Net income, December 31, 2006									1,808			1,808

Balance, December 31, 2006		28,437,500		28,438		(18,438	)		(5,180	)		4,820

Net income, December 31, 2007									(4,820	)		(4,820	)

Balance, December 31, 2007		28,437,500		28,438		(18,438	)		(10,000	)		-

May 9, 2008,
17,500,043 shares issued for cash		17,500,043		17,500		32,500						50,000

Net loss, December 31, 2008									(102,367	)		(102,367	)

Balance December 31, 2008		45,937,543		45,938		14,062			(112,367	)		(52,367	)

Net loss December 31, 2009									(176,596	)		(176,596	)

Balance December 31, 2009		45,937,543		45,938		14,062			(288,963	)		(228,963	)

Net loss June 30, 2010									(39,953	)		(39,953	)

Balance June 30, 2010		45,937,543	$	45,938	$	14,062		$	(328,916	)	$	(268,916	)

- 4 -

Green Star Alternative Energy, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Six Months Ended June 30, 2010 and 2009 and
for the Period from Inception (March 2, 2001) through June 30, 2010

							From March 2, 2001
	Six Months Ended						(Inception) Through
	30-Jun-10			30-Jun-09			30-Jun-10

Operating Activities
Net Loss	$	(39,953	)	$	(77,504	)	$	(328,916	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expenses		-			292			3,120
Share issued for services								2,500
Changes in operating assets and liabilities:
Decrease in prepaid expenses		705						-
Increase in accounts payable		24,686			10,185			27,709
Increase in interest payable		5,135			6,024			20,207
Net Cash Used by Operating Activities		(9,427	)		(61,003	)		(275,380	)

Investing Activities
Forfeited Equipment		95,187			-			(3,120	)
Net Cash Provided (Used) by Investing Activities		95,187			-			(3,120	)

Financing Activities
Increase in loan from related party		-			58,000			221,000
Decrease in other loan payable		(94,063	)		-			-
Cash received from issuance of stock		-			-			57,500
Net Cash Provided (Used) by Financing Activities		(94,063			58,000			278,500

Net increase in cash		(8,303	)		(3,003	)		-
Cash at beginning of period		8,303			3,310			-
Cash at End of Period	$	-		$	307		$	-

- 5 -

Green Star Alternative Energy, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

June 30, 2010

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Green Star Alternative Energy, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 2, 2001 and originally in the travel business, where the Company provided travel packages to financial services professionals in connection with seminars and other professional education events.

On June 6, 2008, the Company, by amendment to its articles of incorporation, changed its name to Green Star Alternative Energy, Inc. and changed its business operations to become a provider of ~~clean restorative and profitable~~ energy from wind, water and sunlight;. The ~~whereas~~Company ~~the~~ceased ~~world's~~this ~~current~~business ~~method~~as of ~~supplying~~June ~~the~~30, ~~majority of its energy needs is with fossil fuels~~2010.

The Company has minimal operations at this time and is considered a development stage company.

Currently, the Company seeks suitable candidates for a business combination with a private company. The Company has made no efforts to identify a possible business combination. As a result, the Company has not conducted negotiations or entered into a letter of intent concerning any target business. The business purpose of the Company is to seek the acquisition of or merger with, an existing company. The Company selected December 31 as its fiscal year end.

The Company is currently considered to be a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.

The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.

The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. As of this date the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:

- 6 -

(a)	Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b)	Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

(c)	Strength and diversity of management, either in place or scheduled for recruitment;

(d)	Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e)	The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;

(f)	The extent to which the business opportunity can be advanced;

(g)	The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(h)	Other relevant factors.

In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.

Form of Acquisition

The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.

It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.

The present stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors, may resign and one or more new directors may be appointed without any vote by stockholders.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.

We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and anticipate that they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation - The accompanying unaudited condensed financial statements of Green Star Alternative Energy, Inc. (the "Company") are presented in accordance with the requirements for Form 10-Q and Regulation S-X. Accordingly, they do not include all of the disclosures required by generally accepted accounting principles. In the opinion of management, all adjustments (all of which were of a normal recurring nature) considered necessary to fairly present the financial position, results of operations, and cash flows of the Company on a consistent basis, have been made.

~~The~~These results have been determined on the basis of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's financial statements. ~~are~~Operating ~~prepared~~results ~~using~~for the ~~accrual~~three ~~method of accounting~~ and ~~have~~six ~~been~~months ~~prepared~~ended inJune ~~accordance~~30, ~~with~~2010 ~~accounting~~are ~~principles~~not ~~generally~~necessarily ~~accepted~~indicative inof the ~~United~~results ~~State.~~that ~~The~~may ~~Company~~be ~~has~~expected ~~elected~~for athe year ending December 31, ~~year-end~~2010.

~~b. Basic~~The ~~and~~Company ~~Diluted~~recommends ~~Earnings~~that ~~per~~the ~~Share~~accompanying condensed financial statements for the interim period be read in conjunction with the Company's financial statements for the year ended December 31, 2009 included in the Company's Annual Report on Form 10-K.

The ~~Company~~accompanying ~~computes~~financial ~~net~~statements ~~income~~have ~~(loss)~~been ~~per~~prepared ~~share~~ in ~~accordance~~conformity with ~~ASC~~accounting ~~260,~~principles ~~Earnings~~generally ~~per~~accepted ~~Share. ASC~~in ~~260 specifies~~ the ~~computation,~~United ~~presentation~~States ~~and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions~~ of ~~ASC 260 effective March 2, 2001 (inception)~~America.

~~Basic~~Going ~~net~~Concern ~~earnings~~— ~~(loss)~~Since ~~per~~inception, ~~share~~the ~~amounts~~Company ~~are~~and ~~computed~~has bya ~~dividing~~cumulative net loss of $328,916. Since inception, the ~~net~~Company ~~earnings~~has ~~(loss)~~also bybeen dependent upon the ~~weighted~~receipt ~~average~~of ~~number~~capital investment or other financing to fund its operations. The Company currently has no source of ~~common~~operating ~~shares~~revenue, ~~outstanding~~and has only limited working capital with which to pursue its business plan, which contemplates the completion of a business combination with an operating company. ~~Diluted~~The ~~earnings~~amount ~~(loss)~~of ~~per~~capital ~~share~~required ~~are~~to sustain operations until the ~~same~~successful ascompletion ~~basic~~of ~~earnings~~a ~~(loss)~~business ~~per~~combination ~~share~~is ~~due~~subject to future events and uncertainties. It may be necessary for the ~~lack~~Company to secure additional working capital through loans or sales of ~~dilutive~~common ~~items~~stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

~~c. Cash~~The ~~Equivalents~~accompanying financial statements have been presented on the basis of the continuation of the Company as a going concern and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~The~~Use ~~Company~~of ~~considers~~Estimates ~~all~~- ~~highly~~The ~~liquid~~preparation ~~investments~~of ~~purchased~~financial statements in conformity with anaccounting ~~original~~principles ~~maturity~~generally ofaccepted ~~three~~in ~~months~~the orUnited ~~less~~States of America requires management to bemake ~~cash~~estimates ~~equivalents~~and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as well as the reported amounts of revenues and expenses. Actual results could differ from these estimates.

dIncome Taxes — The Company records income taxes in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ~~Equipment~~The standard requires, among other provisions, an asset and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the financial statement carrying amounts and tax basis of assets and liabilities. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

~~Equipment is carried at cost. Depreciation is computed using the straight~~-~~line~~ ~~method~~7 over the estimated useful lives of the depreciable property (Wind Sensor: 20 year, Computer: 3 year). Management evaluates useful lives regularly in order to determine recoverability taking into consideration current technological conditions. Maintenance and repairs are charged to expense as incurred; additions and betterments are capitalized.-

~~Fully~~Cash ~~depreciated~~and ~~assets~~Cash ~~are~~Equivalents ~~retained~~- inCash ~~equipment~~ and ~~accumulated~~cash ~~depreciation~~equivalents, ~~accounts~~if ~~until~~any, ~~retirement~~include orall ~~disposal. Upon~~highly ~~retirement~~liquid orinstruments ~~disposal~~with of an ~~asset,~~original ~~the~~maturity ~~cost~~of ~~and~~three ~~related~~months ~~accumulated~~or ~~depreciation~~less ~~are~~at ~~removed,~~the ~~and~~date ~~any resulting gain or loss, net~~ of ~~proceeds, is credited or charged to operations~~purchase.

~~Green~~Fair ~~Star~~Value ~~Alternative~~of ~~Energy,~~Financial ~~Inc. (A~~Instruments ~~Development~~- ~~Stage~~On July 1, 2008, the Company adopted Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures ("Topic 820") ~~Notes~~. toTopic ~~Financial~~820 ~~Statements March~~defines 31fair value, ~~2010~~establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

~~NOTE~~ ~~2. SUMMARY~~Level OF1 ~~SIGNIFICANT~~inputs ~~ACCOUNTING~~to ~~POLICIES~~the valuation methodology are quoted prices (~~Continued~~unadjusted) for identical assets or liabilities in active markets.

~~e. Use~~ ofLevel ~~Estimates~~2 inputs to the valuation methodology include quoted prices for similar assets and ~~Assumptions~~liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

~~The~~ ~~preparation~~Level of3 ~~financial~~inputs ~~statements in conformity with generally accepted accounting principles requires management~~ to ~~make~~valuation ~~estimates~~methodology ~~and~~are ~~assumptions~~unobservable ~~that affect the reported amounts of assets~~ and ~~liabilities~~significant ~~and~~to ~~disclosure of contingent assets and liabilities at~~ the ~~date~~fair ~~of the financial statements and the reported amounts of revenues and expenses during the reporting period~~measurement. ~~Actual results could differ from those estimates.~~

~~f. Income~~The ~~Taxes~~fair value of the Company's cash and cash equivalents, accrued liabilities and accounts payable approximate carrying value because of the short-term nature of these items.

~~Income~~Stock-Based ~~taxes~~Compensation ~~are~~— ~~provided~~The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC ~~740~~Topic 718, ~~Income~~“Share ~~Taxes~~Based Payment Arrangements”. The Astandard ~~deferred~~requires ~~tax~~recognition ~~asset~~of orthe ~~liability~~cost isof ~~recorded~~employee services received in exchange for ~~all~~an ~~temporary~~award ~~differences~~of ~~between~~equity instruments in the financial ~~and~~statements ~~tax~~over ~~reporting~~the ~~and~~period ~~net~~the ~~operating~~employee ~~loss~~is ~~carry~~required ~~forwards~~to perform the services in exchange for the award. ~~Deferred~~ ~~tax~~The standard also requires measurement of the cost of employee services received in exchange for an award. The Company is using the modified prospective method allowed under this standard. Accordingly, upon adoption, prior period amounts have not been restated. Under this application, the Company recorded the cumulative effect of compensation expense ~~(benefit)~~for ~~results from~~ the ~~net change during~~ unvested portion of previously granted awards that remain outstanding at the ~~year~~ date of ~~deferred tax assets~~ adoption and ~~liabilities~~recorded compensation expense for all awards granted after the date of adoption.

~~Deferred~~The ~~tax~~standard ~~assets~~provides ~~are~~that ~~reduced~~income bytax aeffects ~~valuation~~of ~~allowance~~share-based ~~when,~~payments are recognized in the ~~opinion~~financial ofstatements ~~management,~~for itthose isawards ~~more~~that ~~likely~~will ~~than~~normally ~~not~~result ~~that~~in ~~some~~tax ~~portion~~deduction orunder ~~all~~existing oflaw. ~~the~~Under ~~deferred~~current U.S. federal tax ~~assets~~law, ~~will~~the ~~not~~Company bewould ~~realized. Deferred~~receive ~~tax~~a ~~assets~~compensation expense deduction related to non-qualified stock options only when those options are exercised and ~~liabilities~~vested shares are ~~adjusted~~received. ~~for~~Accordingly, the ~~effects~~financial statement recognition of ~~changes~~compensation cost for non-qualified stock options creates a deductible temporary difference which results in a deferred tax ~~laws~~asset and ~~rates~~a oncorresponding deferred tax benefit in the ~~date~~income ofstatement. ~~enactment~~The Company does not recognize a tax benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition.

g Net Loss Per Share — The Company computes net loss per share in accordance with FASB ASC Topic 260, “Earnings per Share,” Under the provisions of the standard, basic and diluted net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. ~~Concentration~~ Common equivalent shares related to stock options and warrants have been excluded from the computation of ~~Credit~~basic ~~Risk~~and diluted earnings per share, for the years ended December 31, 2009 and 2008 because their effect is anti-dilutive.

~~Financial~~Comprehensive ~~instruments~~Loss ~~that~~- ~~potentially~~Comprehensive ~~subject~~loss ~~the~~is ~~Company~~defined toas ~~significant~~all ~~concentrations~~changes in stockholders' equity, exclusive of ~~credit~~transactions ~~risk~~with ~~consist~~owners, ~~principally~~such ofas ~~cash~~capital ~~deposits~~investments. ~~This~~Comprehensive ~~cash~~loss isincludes onnet ~~deposit~~loss, ~~with~~changes ain ~~large~~certain ~~federally~~assets ~~insured~~and ~~bank.~~liabilities ~~The~~that ~~Company~~are ~~has~~reported ~~not~~directly ~~experienced~~in ~~any~~equity ~~losses~~such as translation adjustments on investments in ~~cash~~foreign ~~balances~~subsidiaries and ~~does~~unrealized ~~not~~gains ~~believe~~(losses) iton isavailable-for-sale ~~exposed~~securities. toFor ~~any~~the ~~significant~~quarter ~~credit~~ended ~~risk~~June on30, ~~cash~~2010, ~~and~~the ~~cash~~Company's ~~equivalents~~comprehensive loss was the same as its net loss.

hConcentration of Credit Risk — Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash. ~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~maintains its cash with high credit quality financial institutions; at times, such balances with any one financial institution may exceed FDIC insured limits.

InFinancial ~~June~~Instruments ~~2009,~~— ~~the~~Our ~~FASB~~financial ~~issued~~instruments ~~guidance~~consist ~~now~~of ~~codified~~cash, asaccounts ~~ASC 105~~payable, ~~Generally~~and ~~Accepted~~notes ~~Accounting~~payable. The ~~Principles~~carrying asvalues ~~the single source~~ of ~~authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP~~cash, ~~aside~~accounts ~~from those issued by the SEC. ASC 105 does not change current U.S. GAAP~~payable, ~~but~~and isnotes ~~intended~~payable toare ~~simplify~~representative ~~user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption~~ of ~~ASC~~their ~~105~~fair ~~did~~values ~~not~~due ~~have a material impact on the Company's financial statements, but did eliminate all references~~ to ~~pre~~their short-~~codification~~term ~~standards~~maturities.

~~The~~- ~~Company~~8 has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.-

~~NOTE~~Recently 3Issued Accounting Pronouncements - In June 2009, the Financial Accounting Standards Board (FASB) issued a new standard regarding the accounting for transfers of financial assets amending the existing guidance on transfers of financial assets to, among other things, eliminate the qualifying special-purpose entity concept, include a new unit of account definition that must be met for transfers of portions of financial assets to be eligible for sale accounting, clarify and change the derecognition criteria for a transfer to be accounted for as a sale, and require significant additional disclosure. ~~GOING~~ ~~CONCERN~~This standard was effective for new transfers of financial assets beginning January 1, 2010. The adoption of this standard did not have a material impact on the financial statements.

~~The~~In ~~accompanying~~June 2009, ~~financial~~the ~~statements~~FASB ~~are~~issued ~~presented on~~ a ~~going~~new ~~concern~~standard ~~basis. The~~that ~~Company~~revises ~~operated~~the asconsolidation ~~R&R~~guidance ~~Travel~~for ~~from~~variable-interest ~~inception~~entities. ~~(March~~The 2,modifications ~~2001)~~include ~~until~~the ~~June~~elimination 6,of ~~2008 when~~ the ~~Company~~exemption ~~voted~~for toqualifying ~~change~~special ~~it's~~purpose ~~name~~entities, toa ~~Greenstar~~new ~~Alternative~~approach ~~Energy~~for ~~Inc.~~determining ~~and~~who ~~modified~~should ~~it's~~consolidate ~~business plan to operate as~~ a ~~provider~~variable-interest ofentity, ~~clean~~and ~~energy. The~~changes ~~deficit~~to ~~accumulated~~when ~~during~~it ~~the~~is ~~development~~necessary ~~stage~~to asreassess ofwho ~~March~~should ~~31,~~consolidate ~~2010~~a isvariable-interest ~~$332,486~~entity. ~~Available~~ ~~cash at March 31, 2010 is $6.00.~~ The ~~future~~adoption of this ~~Company~~standard isdid ~~dependent~~not ~~upon~~have ~~its~~a ~~ability~~material toimpact ~~obtain~~on ~~financing~~our ~~and~~financial ~~upon profitable operations from the development of its business opportunities~~statements.

~~Green~~In ~~Star~~January 2010, ~~Alternative~~the ~~Energy,~~FASB ~~Inc~~issued ASU No. (A 2010-6, Improving ~~Development~~Disclosures ~~Stage~~About ~~Company~~Fair Value Measurements , that amends existing disclosure requirements under FASB Accounting Standards Codification (ASC) ~~Notes~~ 820 by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchases, sales, issuances, and settlements relative to ~~Financial~~level ~~Statements March~~3 31measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation. For 3M this ASU is effective for the first quarter of 2010, except for the requirement to provide level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which is effective beginning the first quarter of 2011. The Company is currently evaluating the impact of this standard on our financial statements.

NOTE 43. ~~EQUIPMENT~~LOANS PAYABLE

~~Equipment~~The ~~consists~~Company issued a secured Promissory Note to Seal Commercial S.A. (“Seal”) dated September 25, 2008 (the "Note") in connection with the purchase of wind sensors which act as collateral (“Collateral”) for the ~~following:~~said loan. The loan was for $94,063 and the terms and conditions of such Note allow for prepayment of principle and accrued interest at anytime without penalty. The interest rate was 7% per annum. The wind sensors were being held by Notos d.o.o. which was a related party of Seal. In early 2010, Seal took possession of the Collateral. The Company has made multiple attempts to reach Seal and has received no response. Due to Seal taking possession of the Collateral and the lack of there response to the Company, the Company believes the Note to be satisfied.

	March 31, 2010	December 31, 2009
Wind Sensor	$ 94,088	$ 94,088
Computer	4,219	4,219
Total Fixed Assets	98,307	98,307
Less: Accumulated Depreciation	(4,647)	(3,120)
Net Fixed Assets	$ 93,660	$ 95,187

NOTE 4. LOANS FROM RELATED PARTY

~~Depreciation~~The ~~expenses~~Company issued an unsecured Promissory Note dated August 30, 2008 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $20,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the ~~three~~prepayment ~~month~~of ~~period~~principle ~~ended~~and ~~March~~accrued 31interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is August 30, 2010. ~~and~~On ~~Year~~December ~~End~~15, 2008, the Company repaid $13,025. On November 15, 2009 ~~were~~the Company repaid the balance of $16,~~527~~975 and an additional $2862 in accrued interest through November 15,~~974~~ ~~respectively~~2009.

~~NOTE~~The 5Company issued an unsecured Promissory Note dated November 10, 2008 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $15,000 working capital loan to the Corporation. ~~INCOME~~ ~~TAXES~~The terms and conditions of such note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is November 10, 2010. The total accrued interest as of June 30, 2010 is $1,717.

The ~~company~~Company ~~has~~issued ~~incurred~~an ~~operating~~unsecured ~~losses~~Promissory ofNote ~~$332~~dated November 25,~~486~~ 2008 (the "Note") to Jesse de Castro, ~~which~~a director of the Company, ifin ~~utilized~~connection with a $30,000 ~~will~~working ~~begin~~capital loan to ~~expire~~the ~~in 2021~~Corporation. ~~Future~~The ~~tax~~terms ~~benefits,~~and ~~which~~conditions ~~may~~of ~~arise~~such asNote aallow ~~result~~for the prepayment of ~~these~~principle ~~losses,~~and ~~have~~accrued ~~not~~interest ~~been~~at ~~recognized~~anytime inwithout ~~these~~penalty. ~~financial~~The ~~statements~~interest rate is 7% per annum and ~~have~~the ~~been~~maturity ~~offset~~date byis aNovember ~~valuation~~25, ~~allowance~~2010. The Company repaid the accrued interest of $2,121. The total accrued interest as of June 30, 2010 is $3,348.

~~Details~~The Company issued an unsecured Promissory Note dated February 12, 2009 (the "Note") to Jesse de Castro, a director of ~~deferred~~the ~~tax~~Company, ~~assets~~in ~~are~~connection with an $8,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is February 12, 2010. The total accrued interest as ~~follows;~~of June 30, 2010 is $771.

	As of March 31, 2010
Deferred tax assets:
Net operating loss (from inception to March 31, 2010)	$ 332,486
Statutory tax rate(combined federal and state)	34%
Deferred tax assets	113,045
Valuation allowance	(113,045)
Net deferred tax assets	-0-

- 9 -

The ~~potential~~Company ~~future~~issued ~~tax~~an ~~benefits~~unsecured ofPromissory ~~these~~note ~~losses~~dated ~~have~~February ~~not~~17, ~~been~~2009 ~~recognized~~(the in"Note") ~~these~~to ~~financial~~Jesse ~~statements~~de ~~due~~Castro, toa director of the ~~uncertainty~~Company, ofin ~~their~~connection ~~utilization.~~with ~~When~~a $5,000 working capital loan to the ~~future~~Corporation. ~~utilization~~The ofterms ~~some~~and ~~portion~~conditions of such Note allow for the ~~carry-forwards~~prepayment isof ~~determined~~principle ~~not~~and toaccrued beinterest ~~"more~~at ~~likely~~anytime ~~than~~without ~~not"~~penalty. aThe ~~valuation~~interest ~~allowance~~rate is ~~provided~~7% toper ~~reduce~~annum and the ~~recorded~~maturity ~~tax~~date ~~benefits~~is ~~from~~February ~~such~~17, ~~assets~~2010. The total accrued interest as of June 30, 2010 is $478.

~~Green~~The ~~Star~~Company ~~Alternative~~issued ~~Energy~~an unsecured Promissory Note dated March 6, ~~Inc.~~ 2009 (Athe ~~Development~~"Note") ~~Stage~~to Jesse de Castro, a director of the Company~~) Notes~~, in connection with a $25,000 working capital loan to ~~Financial~~the ~~Statements~~ Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is March 316, 2010. The total accrued interest as of June 30, 2010 is $2,306.

~~NOTE~~The 6Company issued an unsecured Promissory Note dated May 15, 2009 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $20,000 working capital loan to the Corporation. ~~STOCKHOLDERS'~~ ~~EQUITY~~The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is May 15, 2010. The total accrued interest as of June 30, 2010 is $1,576.

The Company issued an unsecured Promissory Note dated September 25, 2009 (the "Note") to Jesse de Castro, a director of the Company in connection with a $43,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is September 25, 2010. The total accrued interest as of June 30, 2010 is $2,292.

The Company issued an unsecured Promissory Note dated September 30, 2009 (the "Note") to Jesse de Castro, a director of the Company in connection with a $75,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is September 30, 2010. The total accrued interest as of June 30, 2010 is $3,927.

In addition to the Notes, Jesse de Castro, a director of the company, advanced the company funds in the amount of $8,000 as of September 30, 2009. The balance is unsecured and interest free with no specified terms of repayment. These amounts were paid to Jesse de Castro on October 30, 2009.

NOTE 5. STOCKHOLDERS' EQUITY

On June 6, 2008, the Company voted, to amend its Articles of Incorporation to increase the total number of authorized shares of common stock at par value of $0.001 to 200,000,000 (two hundred million). Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights and are entitled to share rateably in dividends, if any. In the event of a liquidation, dissolution or winding up the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

All outstanding shares of common stock are fully paid and non-assessable. Holders of common stock have no pre emptive rights to purchase our common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

In March, 2001, the Company issued 10,937,500 shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

In April, 2001, the Company issued 10,937,500 shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

In the fourth quarter of 2001, the Company issued an offering of 6,562,500 shares of its common stock to various shareholders in exchange for cash proceeds realized in the amount of $7,500.

- 10 -

On May 9, 2008, the Company issued 17,500,043 shares of common stock at a price of $0.002857 per share to its new CFO/Director for a total cash consideration of $50,000.

The stockholders' equity section of the Company contains the following class of capital stock as of ~~March~~June 3130, 2010:

·  Common stock, $ 0.001 par value: 200,000,000 authorized 45,937,543 shares issued and outstanding

On June 6, 2008, the Company voted, via amendment to their Articles of Incorporation, to approve a forward share split of the Corporation's outstanding and issued shares of common stock of five (5) shares for each one (1) issued by the Corporation.

On January 28, 2010, the Company's Board of Directors approved the Record Date of January 29, 2010 for the dividend of three additional shares of the Company's Common Stock for every four shares of the Company's Common Stock outstanding. All fractional shares will be rounded up to the next whole share.

All share amounts have been retroactively adjusted for all periods presented.

NOTE 76. ~~LOANS~~RELATED ~~PAYABLE~~PARTY TRANSACTIONS

~~The~~On ~~Company issued a secured Promissory Note to Seal Commercial S.A. dated~~ September 251, ~~2008~~2009, (the ~~"Note")~~Board inof ~~connection~~Directors ~~with~~approved ~~the~~a ~~purchase~~salary ofincrease ~~Wind~~to ~~Sensors~~Jesse ~~which~~de ~~act~~Castro, asa ~~"collateral"~~director ~~for~~of the ~~said~~Company, ~~loan.~~from ~~The~~$3,500 ~~loan~~to ~~is for~~ $944,~~063~~000 ~~and~~per ~~the~~month. ~~terms~~This ~~and~~will ~~conditions~~be ofpaid ~~such~~to ~~Note~~De ~~allow~~Castro ~~for~~Investments ~~prepayment~~Inc. ofa ~~principle~~corporation owned and ~~accrued~~managed ~~interest~~by atMr. ~~anytime~~Jesse ~~without~~de ~~penalty.~~Castro ~~The~~commencing ~~interest~~September ~~rate~~1, is2009. 7%This ~~per~~is ~~annum~~to ~~and~~acknowledge the ~~maturity~~valuable ~~date~~contributions ismade ~~September~~by ~~25, 2010~~Mr. ~~The~~De ~~total~~Castro ~~accrued~~to ~~interest~~the ~~as of March 31, 2010 is $9,958~~Company.

Green Star Alternative Energy, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2010

NOTE 8. LOANS FROM RELATED PARTY

The Company issued an unsecured Promissory Note dated August 30, 2008 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $20,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is August 30, 2010. On December 15, 2008, the Company repaid $13,025. On November 15, 2009 the Company repaid the balance of $6,975 and an additional $862 in accrued interest through November 15, 2009.

The Company issued an unsecured Promissory Note dated November 10, 2008 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $15,000 working capital loan to the Corporation. The terms and conditions of such note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is November 10, 2010. The total accrued interest as of March 31, 2010 is $1,455.

The Company issued an unsecured Promissory Note dated November 25, 2008 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $30,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is November 25, 2010. The Company repaid the accrued interest of $2,121. The total accrued interest as of March 31, 2010 is $714.

The Company issued an unsecured Promissory Note dated February 12, 2009 (the "Note") to Jesse de Castro, a director of the Company, in connection with an $8,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is February 12, 2010. The total accrued interest as of March 31, 2010 is $623.

The Company issued an unsecured Promissory note dated February 17, 2009 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $5,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is February 17, 2010. The total accrued interest as of March 31, 2010 is $387.

The Company issued an unsecured Promissory Note dated March 6, 2009 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $25,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is March 6, 2010. The total accrued interest as of March 31, 2010 is $1,869.

The Company issued an unsecured Promissory Note dated May 15, 2009 (the "Note") to Jesse de Castro, a director of the Company, in connection with a $20,000 working capital loan to the Corporation. The terms and conditions of such Note allow for the prepayment of principle and accrued interest at anytime without penalty. The interest rate is 7% per annum and the maturity date is May 15, 2010. The total accrued interest as of March 31, 2010 is $1,110.

Green Star Alternative Energy, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 2010

NOTE 8. LOAN FROM RELATED PARTY (Continued)

NOTE 9. RELATED PARTY TRANSACTIONS

On September 1, 2009, the Board of Directors approved a salary increase to Jesse de Castro, a director of the Company, from $3,500 to $4,000 per month. This will be paid to De Castro Investments Inc. a corporation owned and managed by Mr. Jesse de Castro commencing September 1, 2009. This is to acknowledge the valuable contributions made by Mr. De Castro to the Company. The total officer salary is $12,000 for the three month period ended March 31, 2010. ($10,500 in 2009). The outstanding salary is $8,000 as of March 31, 2010.

On September 9, 2009 Mr. Jesse de Castro extended a short term interest -free loan of $5,000 to the Company to pay for professional fees. This was repaid by the Company on October 30, 2009.

On September 25, 2009 Mr. Jesse de Castro extended a short term interest-free loan of $3,000 to the Company to pay for professional fees. This was repaid by the Company on October 30, 2009.

NOTE 107. ~~STOCK~~SUBSEQUENT ~~OPTION PLAN~~EVENTS

The Company ~~prepared~~has ~~and~~evaluated ~~filed~~subsequent aevents ~~Form~~through ~~S-8~~February ~~Registration Statement on March 30~~28, 2010 with the hope that the Company may be able to issue and register certain shares of our Common Stock pursuant to the rules adopted by the Securities and Exchange Commission with respect to the use of the Form S-8 and thereby meet and pay some of our obligations for permissible labor services. However2011, ~~upon advice of~~ the ~~Company's~~date ~~legal~~at ~~counsel,~~which the ~~Company~~financial ~~determined~~statements ~~that~~were ~~due~~ to ~~the~~be modest amount of the company's non-cash assets and the Company's lack of revenues and related operations, the Company is not likely to claim that the company is eligible to use the Form S-8 Registration Statement and does so without serious risk of violating Section 5 of the Securities Act of 1933. For these reasons and avoid any such liability, the Company have not issued ~~and registered any shares of our Common Stock under the Form S-8 Registration Statement and the Company anticipates withdrawing the Form S-8 Registration Statement in the near future~~.

~~NOTE~~On 11September 17, 2010, we issued 17,400,000 to a company controlled by our sole director and officer, Jesse De Castro. ~~SUBSEQUENT~~ ~~EVENTS~~We have been indebted to Mr. De Castro in the amount of US$221,000 as a result of shareholder loans, and US$32,000 as a result of accrued and unpaid compensation. Mr. De Castro has agreed to accept 11,000,000 shares of common stock, in partial settlement of US$55,000 of the outstanding shareholder loans, and 6,400,000 shares of common stock in settlement of the accrued and unpaid compensation.

~~The~~On ~~Company~~January ~~has~~19, ~~evaluated~~2011, ~~subsequent~~De ~~events~~Castro ~~through~~Investments ~~May~~Inc. 13(“De Castro”), ~~2010~~and Verdad Telecom, Inc., a Nevada corporation (the ~~date~~“Purchaser”) atentered into a Stock Purchase Agreement (the “Purchase Agreement”), pursuant to which De Castro (collectively, the ~~financial~~“Seller”) ~~statements~~will ~~were~~sell to bethe Purchaser, and the Purchaser will purchase from the Seller, an aggregate of 34,900,000 shares of Common Stock (the “Shares”), which Shares represent 55.1% of the issued and outstanding shares of Common Stock and Seller’s debt and liabilities. The Closing occurred on January 30, 2011. The Purchaser paid the aggregate purchase price for the Shares with personal funds. There are noarrangements or understandings among members of both the former and new control groups and their associates with respect to election of directors or other matters.

OnAt ~~April~~the 26Closing, ~~2010,~~Jesse ~~Mr.~~De ~~Peter~~Castro ~~Gilcud~~ resigned as the ~~Company'~~Registrant’s ~~President~~sole director, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer, and Eric Stoppenhagen, age 37, was elected as athe ~~Director~~Registrant’s sole director, President, Chief Financial Officer and Secretary, to serve in such capacities until his successors are duly elected and qualified.

On- ~~the~~11 same date, Mr. Jesse M. De Castro currently serves as Company's Acting President in addition to continuing his duties as the Company's Secretary and Chief Financial Officer, Treasurer and, with the resignation of Mr. Gilcud, Mr. De Castro now serves as the Company's sole Director.-

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-Q CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY'S MARKETING PLANS, GOALS, COMPETITIVE CONDITIONS, REGULATIONS THAT AFFECT PUBLIC COMPANIES THAT HAVE NO EXISTING BUSINESS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-Q FOR GREEN STAR ALTERNATIVE ENERGY, INC., INCLUDING, BUT NOT LIMITED TO THE MATTERS SET FORTH IN MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISK FACTORS AND UNCERTAINTIES SET FORTH IN ITEM 1A, "RISK FACTORS" AND THE RISKS ASSOCIATED WITH A SMALL COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL RESOURCES OF THE COMPANY, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-Q OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

As used herein, the term "the Company," "we," "us," and "our" refer to Green Star Alternative Energy, Inc., a Nevada corporation unless otherwise noted.

Item 2. Plan of Operation.

Critical Accounting Policies and Estimates.

Our Plan of Operations section discusses our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources.

These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2010.

Corporate Background

~~Green~~The ~~Star~~Company ~~Alternative~~was ~~Energy,~~incorporated ~~Inc.,~~under ~~a Nevada corporation (~~the ~~"Company")~~laws ~~was~~of ~~incorporated in~~ the ~~state~~State of Nevada on March 2, 2001 ~~under~~and ~~the~~originally ~~name~~in Rthe &travel ~~R Travel~~business, ~~Inc.~~where Atthe ~~that~~Company ~~time~~provided ~~our management approved a conceptual business plan of providing a professional organization that offered~~ travel ~~and~~packages ~~educational~~to ~~seminars~~financial ~~and~~services ~~workshops~~professionals ~~for its clients. After the remarkable changes~~ in ~~the~~connection ~~business~~with ~~climate~~seminars ~~that occurred on September 11, 2001, management suspended some of these efforts~~ and ~~waited~~other toprofessional ~~observe~~education ~~the effects on the travel industry~~events.

~~Later~~On ~~and~~June ~~with~~6, 2008, the ~~unsettling~~Company, ~~events~~by ~~that~~amendment ~~followed~~to ~~and~~its ~~the~~articles ~~commencement~~ of ~~the~~incorporation, ~~Iraq~~changed ~~War~~its inname ~~March~~to ~~2003,~~Green ~~management~~Star ~~changed~~Alternative ~~our~~Energy, ~~strategy~~Inc. ~~but in 2003~~ and ~~2004~~changed ~~the~~its ~~Company~~business ~~continued~~operations to ~~market~~become ~~our~~a ~~travel~~provider ~~and~~of ~~educational~~energy ~~seminars~~from wind, water and ~~workshops~~sunlight. At The ~~the~~Company ~~time~~ceased ~~management~~this ~~reviewed~~business ~~the~~as ~~curriculum~~of ~~offerings~~June ~~and~~30, ~~travel options relevant for more targeted market segments~~2010.

The ~~change in our corporate strategy was the result of a re-evaluation of the opportunities that the~~ Company ~~had~~has inminimal ~~the~~operations ~~educational~~at ~~seminars~~this ~~and~~time ~~workshops industry~~ and ~~the~~is ~~belief~~considered ~~that~~a ~~better~~development ~~opportunities~~stage ~~could be found in the wind power industry~~company. ~~Our website is: www.greenstarae.com.~~

~~Our~~Business ~~Current Plan~~ of ~~Operation and Reassessment and New Business~~Issuer

InCurrently, ~~2005~~the ~~and~~Company ~~2006~~seeks wesuitable ~~generated~~candidates ~~revenues~~for ~~from~~a ~~our~~business ~~seminars~~combination ~~and~~with ~~workshops~~a ~~however~~private incompany. The ~~2007,~~Company ~~our~~has ~~management~~made ~~reassessed~~no ~~their~~efforts to identify a possible business ~~plans~~combination. ~~and~~As ina ~~May~~result, ~~2008~~the weCompany ~~changed~~has ~~our~~not ~~corporate~~conducted ~~focus~~negotiations ~~and~~or ~~elected~~entered ~~new~~into ~~officers~~a ~~and~~letter ~~directors~~of ~~with~~intent concerning any target business. The business purpose of the ~~result~~Company ~~that~~is weto ~~abandoned~~seek the ~~business~~acquisition of, ~~offering~~or ~~travel~~merger ~~and~~with, ~~educational~~an ~~seminars~~existing ~~and~~company. ~~workshops~~The Company selected December 31 as its fiscal year end.

On- ~~July~~12 3, 2008 and due to the efforts of our new management, our stockholders approved an amendment to our Articles of Incorporation so that, as amended, we changed our corporate name to Green Star Alternative Energy, Inc. and increased the authorized common stock to 200,000,000 shares via a five for one forward split of our Common Stock.-

~~Later~~The Company is currently considered to be a "blank check" company. The U.S. Securities and onExchange ~~January~~Commission ~~28,~~(the ~~2010~~“SEC”) defines those companies as "any development stage company that is issuing a penny stock, wewithin ~~had~~the meaning of Section 3 (a)(51) ~~Record~~of ~~Date~~the ~~for~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a ~~dividend~~“shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of ~~three~~securities of "~~new~~blank check" ~~shares~~companies ofin their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our ~~Common~~securities, ~~Stock~~either ~~for~~debt ~~every~~or ~~four~~equity, ~~"old"~~until ~~shares~~we ~~held~~have assuccessfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of ~~that~~the ~~Record~~Exchange ~~Date~~Act for so long as it is subject to those requirements.

~~Since~~The ~~May~~Company’s ~~2008,~~principal ~~our~~business ~~new~~objective ~~management~~for ~~has~~the ~~been~~next ~~focusing~~12 onmonths ~~opportunities~~and ~~that~~beyond ~~may~~such ~~allow~~time uswill be to ~~participate~~achieve inlong-term ~~clean,~~growth ~~environmentally~~potential ~~friendly~~through ~~energy~~a ~~generation~~combination ~~projects.~~with As a ~~result~~business ~~and~~rather tothan ~~the extent that our limited managerial and financial resources allow~~immediate, weshort-term ~~are~~earnings. ~~focused~~The onCompany ~~participating~~will innot ~~one~~restrict orits ~~more~~potential ~~smaller~~candidate ~~wind~~target ~~energy~~companies ~~generation~~to ~~projects~~any ~~via~~specific ~~participation in joint ventures~~business, ~~partnerships,~~industry ~~and other agreements either as a joint venture partner, general partner,~~ or, ifgeographical ~~the~~location ~~project is not beyond our financial capacity~~ and, ~~can be structured so as to allow us to participate as a co-owner~~thus, we may ~~become~~acquire aany ~~co-owner~~type of ~~a smaller, limited scale project~~business.

InThe ~~all~~analysis of ~~these~~new ~~pursuits~~business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. As of this date, ~~our~~the ~~strategy~~Company has ~~been~~not toentered ~~participate~~into any definitive agreement with any party, onnor ahave ~~selective~~there ~~basis~~been ~~consistent~~any specific discussions with ~~our~~any ~~limited~~potential ~~managerial~~business ~~and~~combination ~~financial~~candidate ~~resources,~~regarding business opportunities for the Company. The Company has unrestricted flexibility in ~~projects~~seeking, ~~that~~analyzing ~~may~~and ~~offer~~participating ~~significant~~in ~~commercial~~potential business opportunities. inIn ~~the~~its ~~clean~~efforts to analyze potential acquisition targets, ~~environmentally-friendly~~the ~~energy~~Company ~~generation~~will ~~segment.~~consider the following kinds of factors:

~~To that end, we have entered into~~ a ~~joint venture with Notos d.o.o., a limited liability company domiciled in the Republic of Serbia ("Notos"~~) ~~and~~Potential with Sirius Regulus, d.o.o., a limited liability company also domiciled in the Republic of Serbia ("Sirius") (the "Serbian Joint Venture"). The Serbian Joint Venture is focused on generating electricity from wind-power at a wind farm located at the Belo Blato Wind Energy Project in the province of Vojvodina in the Republic of Serbia. To the extent that market conditions allow, we intend to raise the capital necessary to construct the Belo Blato wind farm and fulfill the financial requirements for ~~the project~~growth, ~~while~~indicated ~~Notos~~by ~~d.o.o.~~new ~~will provide the licensing~~technology, ~~construction,~~anticipated ~~and~~market ~~managerial~~expansion ~~expertise. The~~or ~~joint~~new ~~venture calls for Green Star to recoup all capital expenditures associated with the development before any profit sharing can take place.~~products;

~~Our~~b) ~~review~~Competitive ofposition ~~the~~as ~~business~~compared ~~and~~to ~~political~~other ~~environment~~firms of ~~the~~similar ~~Republic~~size ofand ~~Serbia~~experience ~~has~~within ~~provided~~the usindustry ~~with~~segment aas ~~strong~~well ~~incentive~~as towithin ~~implement~~the ~~this~~industry ~~project.~~as a whole;

~~We are currently insolvent in that our Total Current Assets (and our cash~~c) ~~totaled~~Strength ~~$6.00 as of March 31, 2010~~ and ~~our~~diversity ~~Total Current Liabilities totaled $$366,152. As a result and because~~ of ~~the costs that we incur each month to maintain our corporate existence and the obligations as a "public company~~management," weeither ~~cannot~~in ~~assure~~place ~~you that we will continue our existence~~ or ~~otherwise~~scheduled ~~meet~~for ~~our obligations as a publicly-traded corporation.~~recruitment;

~~Management~~d) ~~Discussion~~Capital requirements and ~~Analysis~~anticipated availability of ~~Operations~~required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

~~First~~e) ~~Three~~The ~~Months~~cost ~~Ending~~of ~~March~~participation ~~31,~~by ~~2010~~the ~~versus~~Company ~~First~~as ~~Three~~compared ~~Months~~to ~~Ending~~the ~~March~~perceived ~~31,~~tangible ~~2009~~and intangible values and potentials;

~~During the first three months ending March 31, 2010 (the "First Quarter 2010"~~f), weThe ~~recorded~~extent ~~$0 as Revenues. This compares~~ to ~~the~~which ~~first three months ending March 31, 2009 (~~the ~~"First~~business ~~Quarter~~opportunity ~~2009")~~can ~~when~~be ~~we also recorded $0 as Revenues.~~advanced;

~~While~~g) weThe ~~did~~accessibility ~~not record any revenues during either~~ of ~~these~~required periods and we have remained a "start-up" company throughout our corporate history, we did record $38,098 in Administrative Expense during the First Quarter 2010 compared to $34,109 in Administrative Expense during the First Quarter 2009. The increased Administrative Expense that we incurred during the First Quarter 2010 resulted from the intense efforts that our management took in implementing our strategies and the plans we have made for our planned operations in the Republic of Serbia together with costs we incurred in connection with our stock dividend (referenced above). These Administrative Costs included salary expensesexpertise, ~~travel~~personnel, ~~telephone,~~raw ~~office expense~~materials, ~~meeting expenses~~services, ~~legal~~professional assistance and ~~accounting~~other ~~fees, fees to EDGAR-ize our~~ required ~~periodic~~items; ~~filings with the Commission,~~ and ~~similar related expenses.~~

Weh) ~~also~~Other ~~incurred~~relevant ~~Interest Expense of $5,425 during the First Quarter 2010 compared to $2,753 in the First Quarter 2009~~factors. The increased Interest Expense represented the interest we incurred on $221,000 in loans we received including those received from Jesse M. De Castro, our Acting President, Chief Financial Officer, Secretary, and Director and interest we incurred on $94,063 in loans we obtained in connection with our purchase of certain Wind Sensors. By comparison, we had only $2,753 in Interest Expense during the First Quarter 2009.

AsIn aapplying ~~result~~the foregoing criteria, weno ~~recorded~~one aof ~~Net~~which ~~Loss~~will ofbe ~~$43~~controlling,~~523~~ ~~for~~management ~~the~~will ~~First~~attempt ~~Quarter~~to ~~2010~~analyze ~~compared~~all tofactors and circumstances and make a ~~Net~~determination ~~Loss~~based ofupon ~~$36,862~~reasonable ~~during~~investigative ~~the~~measures ~~First~~and ~~Quarter~~available ~~2009~~data. ~~This~~ ~~resulted~~Potentially available business opportunities may occur in amany ~~Net~~different ~~Loss~~industries, ~~per~~and ~~share~~at ~~(basic)~~various stages of ~~($0.00)~~development, ~~during~~all of which will make the ~~First~~task ~~Quarter~~of ~~2010~~comparative ~~compared~~investigation toand aanalysis ~~Net~~of ~~Loss~~such ~~per~~business ~~share~~opportunities ~~(basic)~~extremely ofdifficult ~~($0~~and complex.~~00)~~ Due to the Company's limited capital available for investigation, the ~~First~~Company ~~Quarter~~may ~~2009~~not discover or adequately evaluate adverse facts about the opportunity to be acquired.

Form of Acquisition

- 13 -

The present stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by stockholders.

Results of Operation

For the six months ended June 30, 2010 and 2009, the Company had no revenues from continuing operations. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.

For the six months ended June 30, 2010, the Company had a net loss of $39,953, as compared with a net loss of $77,504 for the corresponding period in 2009. The decreases in operating expense for the current period are mainly due to a decrease in operations.

Liquidity and Capital Resources

We are insolvent. As of June 30, 2010, we had no cash (and no other current assets) and we had Total Current Liabilities of $268,916. The latter represents the total amount of debts and liabilities that we owed and which are due for payment within 12 months of June 30, 2010. Thus, we have almost no funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we clearly face a significant and continuing risk of defaulting on our obligations to our creditors with consequential legal and other costs that would severely and adversely impact our ability to continue our existence as a corporate enterprise.

Our insolvent financial condition also may create a real risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our precarious financial condition.

~~For~~- ~~these~~14 and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue to operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many others. Thus, we could effectively lose our very existence.-

AsFor wethese ~~have~~and ~~noted~~other ~~before in our prior periodic filings~~reasons, we ~~have~~anticipate ~~very~~that ~~limited~~unless ~~liquidity and~~ we ~~have~~can ~~not~~obtain ~~received~~sufficient ~~any~~capital ~~commitment~~ from ~~any~~an outside source ofand ~~capital~~do ~~that~~so ~~will~~in ~~allow~~the usvery tonear ~~meet~~future, ~~our~~we ~~capital~~may ~~requirements~~be ~~which~~unable ~~are~~to ~~currently estimated at $7,200,000. And, we~~ continue to ~~believe~~operate ~~that~~as on a ~~going-forward basis~~corporation, wecontinue ~~anticipate that we may need $100,000~~ to ~~$150,000~~meet ~~or more annually merely to maintain~~ our ~~corporate~~filing ~~existence~~obligations ~~and~~under ~~pay~~ the ~~expenses~~Securities ~~and~~Exchange ~~costs~~Act ~~that~~of we1934, ~~likely~~or ~~will~~otherwise ~~incur~~satisfy toour ~~ensure~~obligations ~~that~~to ~~we can remain a corporate enterprise with all of~~ our ~~attendant~~stock ~~responsibilities,~~transfer ~~filings~~agent, ~~and~~our ~~associated documentation and~~accountants, ~~add~~our tolegal ~~this~~counsel, ~~additional~~our ~~monies~~EDGAR tofiling ~~pay the $366~~agent,~~152~~ ofand ~~debt~~many ~~that~~others. Thus, we ~~owe~~could aseffectively ~~of March 31, 2010.~~lose

WeFor ~~prepared~~these and ~~filed~~other ~~a Form S-8 Registration Statement during the three months ending March 31~~reasons, ~~2010 with the hope that we may be able to issue and register certain shares of~~ our ~~Common~~management ~~Stock~~recognizes ~~pursuant to~~ the ~~rules~~adverse ~~adopted~~difficulties ~~by the Securities~~ and ~~Exchange~~continuing ~~Commission~~severe ~~with~~challenges ~~respect~~we toface. ~~the~~Apart ~~use~~from of the ~~Form~~limited ~~S-8~~funds ~~and~~that ~~thereby~~we ~~meet~~have ~~and~~received ~~pay~~from ~~some of~~ our ~~obligations~~former ~~for~~Acting ~~permissible labor services. However~~President, ~~upon~~Chief ~~advice~~Financial ofOfficer, ~~our legal counsel~~Secretary, weand ~~determined~~sole ~~that~~Director, ~~due~~Jesse toM. ~~the~~De ~~modest~~Castro ~~amount~~and ofcurrent ~~our~~Acting ~~non-cash~~President, ~~assets~~Chief ~~and~~Financial ~~our~~Officer, ~~lack~~Secretary, ~~of revenues~~ and ~~related~~sole ~~operations~~Director, weEric ~~are~~Stoppenhagen ~~not~~there ~~likely~~can tobe ~~claim~~no assurance that we ~~are~~will ~~eligible~~receive toany ~~use~~financing ~~the~~or ~~Form~~funding ~~S-8~~from ~~Registration~~any ~~Statement~~source ~~and~~or doif soany ~~without~~financing ~~serious~~should ~~risk~~be ofobtained, ~~violating~~that ~~Section~~existing 5shareholders ofwill ~~the~~not ~~Securities~~incur ~~Act~~substantial, ~~of 1933. For these reasons and avoid any such liability~~immediate, ~~we have not issued~~ and ~~registered~~permanent ~~any~~dilution ~~shares~~ of ~~our~~their ~~Common~~existing ~~Stock under the Form S-8 Registration Statement and we anticipate withdrawing the Form S-8 Registration Statement in the near future~~investment.

~~For~~Going these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received from our Acting President, Chief Financial Officer, Secretary, and sole Director, Jesse M. De Castro, there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.Concern

We currently have no source of operating revenue, and have only limited working capital with which to pursue our business plan, which contemplates the completion of a business combination with an operating company. The amount of capital required to sustain operations until the successful completion of a business combination is subject to future events and uncertainties. It may be necessary for us to secure additional working capital through loans or sales of common stock, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern. Our auditor has issued a "going concern" qualification as part of his opinion in the Audit Report for the year ended December 31, 2009, and our unaudited financial statements for the quarter ended June 30, 2010 include a "going concern" footnote.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to the portrayal of the company's financial condition and results of operations, and which require the company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We believe that our estimates and assumptions are reasonable under the circumstances; however, actual results may vary from these estimates and assumptions. We have identified in Note 2 - "Summary of Accounting Policies" to the Financial Statements contained in this Quarterly Report certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Contractual Obligations

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

- 15 -

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

~~Our~~As ~~operations and our securities are subject to~~ a ~~number~~"smaller ofreporting ~~substantial~~company" ~~risks,~~as ~~including~~defined ~~those~~by ~~described~~Item ~~below. If~~10 ~~any~~ of ~~these~~Regulation ~~or other risks actually occur~~S-K, ~~our business, financial condition and operating results, as well as~~ the ~~trading~~Company ~~price~~is ornot ~~value~~required ~~of its securities could be materially adversely affected. No attempt has been made~~ to ~~rank~~provide ~~these~~information ~~risks~~required inby ~~the order of their likelihood or potential harm. In addition to those general risks enumerated elsewhere in~~ this ~~Form 10-Q, any purchaser of our common stock should also consider the following risk factors:~~Item

Risks Related to the Company's Operations

We are insolvent and we have only $6 in Total Current Assets compared to $366,152 in Total Current Liabilities as of March 31, 2010.

We are insolvent. As of March 31, 2010, we had $6.00 in cash (and no other current assets) and we had Total Current Liabilities of $366,152. The latter represents the total amount of debts and liabilities that we owed and which are due for payment within 12 months of March 31, 2010. Thus, we have almost no funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we clearly face a risk of bankruptcy or insolvency. In that event, our creditors would assert claims that would result in either the total liquidation of the Company or, failing that, that our creditors would acquire control of the Company and our existing stockholders would lose their entire investment.

We have incurred continued operating losses and we lack a history of operations upon which an investor can assess our business and plans.

We incurred $43,523 in net losses during the three months ending March 31, 2010 and $332,486 in cumulative net losses from inception to March 31, 2010. As a development-stage or "start-up" company we anticipate that we will likely incur significant additional losses in the future as well. We do not have any significant revenue-producing operations and we continue to incur costs and expenses for the Serbian Joint Venture, administrative costs, and other expenses. Further, because we are entering a new business, we lack a substantial operating history on which to base our anticipated expense and revenues. There is no assurance that we will be successful or that we will be profitable or achieve positive cash flow in the future.

All of our assets are and will likely be in Serbia; Serbia is not a member of the European Union and as a result the ability of any stockholder to enforce rights under Nevada Law, the law of our domicile, may be limited.

If we are successful in raising additional capital and in implementing our strategy, all of our assets and operations will be located in the Republic of Serbia and we will be subject to the laws, political environment, and other risks and uncertainties of the laws of Serbia. Serbia is not and likely will not be a member of the European Union in the near future. Further, if a stockholder were to seek to enforce rights accorded under the4 Nevada General Corporation Law (the laws of the state wherein we are domiciled), the stockholder may incur significant difficulties which may make any such efforts

All of our Assets are concentrated in Serbia and we are subject to the political risks associated with an investment in Serbia.

Uncertainties & Lack of Revenues & Likelihood of Continued Uncertainty

While we have expended substantial resources to implement our strategy to participate in the renewable "clean energy" industry through joint ventures, partnerships, and other arrangements, there can be no assurance that we will be successful in these efforts and generate any revenues or if we are successful, that we will generate and maintain revenues sufficient to sustain profitable operations with positive cash flow.

Our current financial structure has resulted in a heavy dependence on debt financing and we have limited cash, limited working capital, and minimal equity.

We have, as of March 31, 2010, an aggregate of $366,152 in outstanding debt. We anticipate that we will, over the next twelve months, seek to raise at least $7,200,000 in additional capital for operating, marketing, and working capital needs, we can not assure you that we will be successful in these efforts or if we are, that we can raise any such funds on a reasonable and timely basis in light of our current circumstances.

Qualified Auditor's Opinion: Doubt as to Our Company as a Going Concern

Our independent public accountants issued a qualified opinion on our financial statements for the year ended December 31, 2009 with respect to uncertainties concerning our ability to continue as a going concern.

Our Common Stock is Subordinate to Existing and Future Debt.

All of our Common Stock is and will remain subordinate to the claims of our existing and future creditors. As of March 31, 2010, we had $366,152 shown as Total Liabilities on our Balance Sheet. These existing claims together with likely additional debts, obligations, and other commitments that we give to others in the future, will be superior to any rights and interests of our stockholders.

We face risks normally associated with any conduct of business in foreign countries, including various levels of political and economic risk.

The occurrence of one or more of these events could have a material adverse impact on our current and future operations which, in turn, could have a material adverse impact on its future cash flows, earnings, results of operations and financial condition. These risks include the following:

· prevalence of various diseases where we conduct business; · security concerns; · adverse weather such as rainy season; · labor disputes; · uncertain or unpredictable political and economic environments; · war and civil disturbances; · changes in laws or policies; · policies that impact electricity generation and distribution · monetary policies; · unlinking of rates of exchange to world market prices; · environmental regulations; · labor relations; · return of capital; · taxation; · delays in obtaining or the inability to obtain necessary governmental permits; · governmental seizure of land and/or other assets · limitations on ownership; · institution of laws requiring repatriation of earnings; · increased financial costs; · import and export regulations; and · establishment of foreign exchange regulations. · government actions that reduce the price at which we may be able to sell electricity.

Any such changes may affect our planned operations and ability to generate electricity and sell it at a reasonable prices in the manner currently contemplated, as well as our ability to operate our planned electricity generating wind farm. Certain changes could result in the confiscation of property by nationalization or expropriation without fair compensation. We do not carry any insurance for any of these risks and we have no plans to acquire any such insurance in the future.

Our planned operations will require permits and licenses from various governmental authorities. If we are unable to obtain and maintain such requisite permits, licenses and approvals, our planned business operations and ability to become profitable may be adversely affected.

Such permits and licenses are subject to change in regulations and in various operating circumstances. We cannot assure you that we will be able to obtain or maintain in force all necessary permits and licenses that may be required to conduct our planned operations or to maintain continued operations at economically justifiable costs. In all such cases such approvals are, as a practical matter, subject to the discretion of the government or governmental officials of the Republic of Serbia. No assurance can be given that we will be successful in obtaining any or all of such approvals. Our inability to obtain and maintain the requisite permits, licenses and approvals could materially and adversely affect our operations and ability to become profitable.

Control of the Company is held by management.

Our present directors and officers hold the power to vote an aggregate of about 38% of our Common Shares as of March 31, 2010. As a result, any person who acquires our Common Shares will likely have little or no ability to influence or control the Company.

We face intense competition and we are likely to face continued competition in the future.

Currently, all of the electricity generated in the Republic of Serbia is generated by Elektroprivreda Srbije (or "EPS") which holds a monopoly on generation, distribution, and sale of electricity in Serbia. While we believe that the legal, political, and economic environment in Serbia has changed with the result that there are valuable opportunities for us and our partners in the Serbian Joint Venture, there can be no assurance that the extent of the change will not be far less than our current perceptions. As a result, we may encounter adverse legal, political, and economic barriers that could lead to significant and protracted losses with the result that any person who acquires our Common Stock could lose all or substantially all of their investment.

Due to a limited public market our Common Stock may not be easily sold.

There is a limited trading market for our Common Shares, and there is no guarantee that a continuous liquid trading market will subsequently develop. All of our Common Shares are traded only on the non-OTC Pink Sheets Market and there can be no assurance that the Common Shares will ever gain any liquid trading volumes in any other market or gain listing on any stock exchange. The U.S. Securities and Exchange Commission requires that any company whose securities are traded on the Bulletin Board Market file a Form 10 and become a "reporting company" and thereby become subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934. While we have filed the Form 10 (and we have filed an amendment), there can be no assurance that we will, if we gain trading privileges on the Bulletin Board Market and that we will be successful in complying with the requirements to retain trading privileges for our Common Shares on the Bulletin Board.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures: We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term "disclosure controls and procedures", as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended ("Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of June 30, 2010, that our disclosure controls and procedures are effective to a reasonable assurance level of achieving such objectives. However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management's Report on Internal Control Over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed 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. The internal controls for the Company are provided by executive management's review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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~~June 3130, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management's assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of ~~March~~June 3130, 2010, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting during the second quarter ending June 30, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

- 16 -

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any known pending legal proceedings. We are aware of a threatened claim asserted by a third party seeking payment under an asserted consulting agreement. The claim is for $15,000 in the form of a cashier's check or the equivalent in freely-tradable common stock. Since we have been advised that we are not eligible to use the Form S-8 Registration Statement and our obligations are subject to our "best efforts," we have determined that we are not in a position to issue any freely-tradable shares of our Common Stock at this time. On this basis, we are evaluating the threatened claim and we intend to take whatever action we may be able to take to defend against this claim but we cannot assure you that we will have any success in these efforts.

Item 1A. Risk Factors.

Our operations and our securities are subject to a number of substantial risks, including those described below. If any of these or other risks actually occur, our business, financial condition and operating results, as well as the trading price or value of its securities could be materially adversely affected. No attempt has been made to rank these risks in the order of their likelihood or potential harm. In addition to those general risks enumerated elsewhere in the document, any purchaser of our common stock should also consider the following risk factors:

~~Lack~~Risks ofRelated ~~Diversification.~~to the Company's Operations

~~Our~~We ~~business, assets~~ are ~~concentrated~~insolvent ~~in the Republic of Serbia~~ and ~~our planned operations will be concentrated there. As a result,~~ we ~~are~~have ~~not~~zero ~~diversified~~dollars ~~and~~in toTotal ~~that~~Current ~~extent~~Assets wecompared ~~face continuing challenges~~ to ~~achieve stable revenues~~$268,916 ~~profits,~~in ~~and~~Total ~~cash~~Current ~~flow~~Liabilities ~~while~~as ~~also~~of ~~remaining~~June ~~exposed~~30, ~~to the risks associated with this concentration~~2010.

~~Qualified~~We ~~Opinion~~are ~~Letter~~insolvent. ~~from~~As ~~Accountants~~of June 30, 2010, we had zero cash (and no other current assets) and we had Total Current Liabilities of $268,916. The latter represents the total amount of debts and liabilities that we owed and which are due for payment within 12 months of June 30, 2010. Thus, we have almost no funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we clearly face a risk of bankruptcy or insolvency. In that event, our creditors would assert claims that would result in either the total liquidation of the Company or, failing that, that our creditors would acquire control of the Company and our existing stockholders would lose their entire investment.

~~Our~~We ~~accountants~~have ~~issued~~incurred acontinued ~~qualified~~operating ~~opinion~~losses ~~letter~~and inwe ~~connection~~lack ~~with~~a ~~their~~history ~~audit~~ of ~~our~~operations ~~financial~~upon ~~statements~~which ~~for~~an ~~the~~investor ~~year~~can ~~ending~~assess ~~December 31, 2008. Their qualification, termed a "going concern" qualification arises primarily because of~~ our ~~limited~~business ~~equity, limited financial resources,~~ and ~~our existing debt obligations~~plans.

We ~~have~~incurred ~~almost~~$39,953 noin ~~cash~~net losses during the six months ending June 30, 2010 and $328,916 in cumulative net losses from inception to June 30, 2010. As a development-stage or ~~liquid~~"start-up" ~~assets~~company we anticipate that we will likely incur significant additional losses in the future as well. We do not have any significant revenue-producing operations and we continue to incur costs and expenses for the Serbian Joint Venture, administrative costs, and other expenses. Further, because we are entering a ~~small~~new ~~company~~business, ~~with~~we ~~limited~~lack ~~resources~~a &substantial operating history on which to base our anticipated expense and revenues. There is no assurance that we ~~need~~will ~~additional~~be ~~capital~~successful or that we will be profitable or achieve positive cash flow in the future.

WeQualified ~~have~~Auditor's ~~almost~~Opinion: Doubt ~~no cash or other liquid assets and we have $366,152 in Total Current Liabilities~~ as ~~of March 31, 2010. As a result, we are insolvent. Since we are a small company, we face great difficulty in obtaining at least $100,000~~ to ~~$150,000~~Our orCompany more in additional capital necessary to remain a corporate enterprise and an estimated $7,200,000 in additional capital to implement our business plan. In the event of any unexpected problems or difficulties in our business and planned operations, we may not have the ability to obtain sufficient additional capital on terms that are reasonable in light of our current circumstances and market conditions. We have not received any assurances that this additional capital can be obtained or if it is obtained, that can be obtained on reasonable terms and in a timely fashion to allow us to remain as a ~~cor5porate~~Going ~~enterprise, avoid bankruptcy or insolvency, or, for that matter, to execute our business plan~~Concern.

~~There~~Our isindependent public accountants issued a ~~limited~~qualified ~~trading~~opinion ~~market~~on our financial statements for the year ended December 31, 2009 with respect to uncertainties concerning our ~~Common~~ability ~~Stock~~to continue as a going concern.

Our ~~common~~Common ~~stock~~Stock is ~~presently~~Subordinate ~~traded~~to inExisting ~~the Non-over-the-counter Pink Sheets. Our stock trades on a limited~~ and ~~sporadic~~Future ~~basis and we cannot assure you that a continuous liquid trading market will develop or, if it does develop, that it will be sustained for any continuous period~~Debt.

WeAll ~~are~~of ~~not~~our ~~profitable~~Common Stock is and will remain subordinate to the claims of our existing and future creditors. As of June 30, 2010, we ~~continue~~had $268,916 shown as Total Liabilities on our Balance Sheet. These existing claims together with likely additional debts, obligations, and other commitments that we give to ~~have~~others ~~negative~~in ~~cash~~the ~~flow~~future, will be superior to any rights and interests of our stockholders.

~~During~~Control ~~the three months ended March 31, 2010, we recorded a net loss~~ of ~~$43,523 compared to a net loss of $36,862 for~~ the ~~three~~Company ~~months~~is ~~ended~~held ~~March~~by ~~31, 2009 and negative cash flow for the three months ended March 31, 2010~~management. While there may be some limited and a very unlikely possibility that we may be able to implement our business plan and if market and competitive conditions allow, we may achieve profitability and positive cash flow, we are currently insolvent and we can not assure you that we will achieve profitability and positive cash flow or if we do achieve these goals, that we can sustain profitability and positive cash flow in the future.

WeOur ~~have~~present ~~not~~directors ~~paid~~and officers hold the power to vote an aggregate of about 55% of our Common Shares as of June 30, 2010. As a result, any ~~cash~~person ~~dividends~~who onacquires our Common ~~Stock~~Shares ~~and~~will welikely have little or no ~~plans~~ability to doinfluence soor control the Company.

~~Our~~- ~~board~~17 of directors determines whether to pay cash dividends on the Company's issued and outstanding shares. The declaration of cash dividends will depend upon our future earnings (if any), our capital requirements, our financial condition and other relevant factors. Our board of directors does not intend to declare any cash dividends on our Common Stock for the foreseeable future. We anticipate that we will retain any earnings to finance the growth of our business and for general corporate purposes. Although we did pay a stock dividend of three "new" shares for every four (old" shares held as of January 28, 2010, we cannot assure you that we will pay any additional stock dividends in the future.-

WeDue ~~face~~to ~~intense~~a ~~competition~~limited public market our Common Stock may not be easily sold.

IfThere weis ~~are~~a ~~successful~~limited intrading ~~raising~~market ~~additional~~for ~~capital~~our onCommon aShares, ~~timely~~and ~~basis~~there ~~(and~~is ~~assuming~~no guarantee that ~~this~~a ~~can~~continuous beliquid ~~accomplished~~trading ~~before~~market ~~any~~will subsequently develop. All of our ~~creditors~~Common ~~assert~~Shares ~~claims~~are ~~against~~traded ~~us),~~only weon the non-OTC Pink Sheets Market and there can be no assurance that the Common Shares will ~~face~~ever ~~considerable~~gain ~~competition~~any ~~from~~liquid trading volumes in any other ~~electricity~~market ~~producers.~~or ~~Companies~~gain ~~with~~listing ~~greater~~on ~~financial~~any ~~resources,~~stock ~~larger~~exchange. ~~staffs,~~The ~~more~~U.S. ~~experience~~Securities and ~~more~~Exchange ~~equipment~~Commission ~~will~~requires bethat ~~better~~any ~~positioned~~company towhose ~~compete~~securities ~~with~~are ~~us. In~~traded ~~addition,~~on ~~all~~the ofBulletin ~~our~~Board ~~assets~~Market file a Form 10 and ~~operations~~become ~~will~~a be"reporting ~~concentrated~~company" inand thereby become subject to the ~~electricity~~reporting ~~generating~~requirements ~~business~~of ~~described~~Section in13 ~~this~~of the Securities Exchange Act of 1934. While we have filed the Form 10-Q (and we have filed an amendment), there can be no ~~current~~assurance ~~plans~~that we will, if we gain trading privileges on the Bulletin Board Market and that we will be successful in complying with the requirements to ~~diversify~~retain ~~into~~trading ~~any~~privileges ~~other~~for ~~business~~our ~~activity~~Common Shares on the Bulletin Board.

There ismay ~~only~~be ~~limited~~conflicts ~~trading~~of ~~and~~interest abetween ~~limited~~our ~~history~~management ~~for~~and our ~~Common~~non-management ~~Stock~~stockholders.

~~Our~~Conflicts ~~common~~of ~~stock~~interest ~~trades~~create onthe arisk ~~limited~~that ~~and~~management ~~sporadic~~may ~~basis~~have ~~and,~~an asincentive ato ~~result,~~act ~~there~~adversely isto ~~only~~the ~~limited~~interests ~~liquidity~~of inthe ~~our~~stockholders ~~common~~of ~~stock. Further, our common stock has had only a limited trading history on~~ the ~~non-OTC Pink Sheets~~Company. AsA aconflict ~~result and given the limited trading market for our common stock, the price~~ of ~~our~~interest ~~common stock~~ may bearise ~~far~~between ~~more~~our ~~volatile~~management's ~~and~~personal ~~unpredictable~~pecuniary ~~than~~interest ~~the prices of common stocks~~ and ~~other~~its ~~securities~~fiduciary ~~that~~duty ~~have~~to aour ~~long and established trading history~~stockholders.

~~The~~In ~~market~~addition, ~~price~~our management is currently involved with other blank check companies, and in the pursuit of ~~our~~business ~~Common~~combinations, ~~Stock~~conflicts with such other blank check companies with which it is, ~~likely~~and may in the future become, affiliated, may arise. If we and the other blank check companies that our management is affiliated with desire to take advantage of the same opportunity, then those members of management that are affiliated with both companies would abstain from voting upon the opportunity. In the event of identical officers and directors, the officers and directors will arbitrarily determine the company that will be ~~adversely~~entitled ~~impacted~~to byproceed ~~Rule~~with ~~144~~the ~~Stock~~proposed ~~Sales~~transaction.

InOur ~~the~~business ~~event~~is ~~that~~difficult ~~we are able~~ to ~~claim~~evaluate ~~that~~because ~~the exemption provided by Rule 144 of the Securities Act of 1933 is available (and that~~ we are not a "shell company" as set forth in Rule 144(i) thereunder), then many of the shares of our outstanding Common Stock are "restricted securities" and may be sold only in compliance with Rule 144 adopted under the Securities Act of 1933 or other applicable exemptions from registration. As revised effective February 15, 2008, Rule 144 generally now requires that a holder of our restricted Common Stock hold these "restricted securities" for at least six months from the date at which they were acquired before undertaking any public re-sale of the restricted Common Stock pursuant to Rule 144. And if the holder is an "affiliate" (as defined in Rule 144(a)(1) or was an "affiliate" in the immediately preceding 90 day period), then the holder must also satisfy certain other requirements of Rule 144. As a result of the revision to Rule 144 that became effective February 15, 2008 (including but not limited to the shorter holding period under Rule 144(d)), potential and actual sales of our Common Stock by our present shareholders may have ano ~~depressive~~recent ~~effect~~operating ~~on the price of our Common Stock in the marketplace~~history. However, due to the application of Rule 144(i), stockholders holding restricted or control securities will find it difficult if not impossible to remove the restricted securities legend from their shares.

As the Company has no recent operating history or revenue and only minimal assets, there is a risk that we will be unable to continue as a going concern and consummate a business combination. The Company has had no recent operating history nor any revenues or earnings from operations since inception. We ~~face~~have ~~continuing~~no ~~government~~significant assets or financial resources. We will, ~~environmental~~in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and ~~legal~~consummate ~~risks~~a business combination.

~~Our~~There ~~planned~~is ~~operations~~competition ~~are~~for ~~subject~~those toprivate ~~Republic~~companies ofsuitable ~~Serbia~~for ~~and~~a ~~local~~merger ~~laws~~transaction ~~and regulations regarding environmental matters and the generation and distribution~~ of ~~electricity. Any changes in these laws could affect our operations and economics. Environmental laws and regulations change frequently, and~~ the ~~implementation~~type ofcontemplated ~~new,~~by ~~or the modification of existing, laws or regulations could harm us~~management. While we believe we do not currently have any material environmental obligations, our planned activities may give rise in the future to significant liabilities on our part to the government and third parties and may require us to incur substantial costs of remediation.

The Company is in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We ~~face~~are ~~operational~~and ~~hazards~~will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and ~~responsibilities~~acquisitions of small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

·Future ~~environmental~~success ~~hazards;~~is ·highly ~~industrial~~dependent ~~accidents;~~on ·the ~~labor~~ability ~~disputes;~~of ·management ~~unusual~~to orlocate ~~unexpected weather or operating conditions; · changes in regulatory environment; · natural phenomena such as severe floods, earthquakes;~~ and ·attract ~~other~~a ~~hazards~~suitable acquisition.

~~These~~The ~~occurrences~~nature ~~could~~of ~~result~~our inoperations ~~significant~~is ~~damage~~highly ~~to,~~speculative orand ~~destruction~~there is a consequent risk of, ~~our~~loss ~~planned~~of ~~electrical~~your ~~generating~~investment. ~~ability~~The orsuccess ~~production~~of ~~equipment,~~our ~~personal~~plan ~~injury~~of oroperation ~~death,~~will ~~environmental~~depend ~~damage,~~to ~~delays~~a ingreat extent on the operations, ~~monetary~~financial ~~losses~~condition and ~~possible~~management ~~legal~~of ~~liability~~the identified business opportunity. ~~The~~ ~~occurrence~~While ofmanagement ~~these~~intends ~~operational~~to ~~hazards~~seek ~~could~~business ~~adversely~~combination(s) ~~affect~~with ~~our~~entities ~~planned~~having ~~operations~~established byoperating ~~limiting~~histories, ~~production~~we orcannot ~~require~~assure you that we ~~cease~~will ~~our~~be ~~planned~~successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may be dependent upon management of the successor firm or venture partner firm and numerous other factors beyond our control.

~~Cease~~- ~~Trade~~18 ~~Order by British Columbia Securities Commission~~-

InThe ~~June 2009 we were summarily informed that the British Columbia Securities Commission ("BCSC") imposed a cease trade order ("CTO") on our~~ Company~~. While~~ wehas ~~were given~~ no ~~notice~~existing ~~that~~agreement ~~any~~for such CTO was being considered by the BCSC and we were not given any hearing or an opportunity to present our position, we are aware that we have not paid the $1,600 in fees sought by the BCSC and we have not received any further documents from the BCSC which would support the BCSC claim imposing the CTO and why or how the BCSC can assert any jurisdiction over us. As a ~~result,~~business wecombination ~~cannot assure you that the BCSC will not attempt to take further action against us~~ or ~~otherwise~~other ~~attempt to disrupt or trading market, or our company and our business~~transaction.

We have no ~~existing~~arrangement, ~~insurance~~agreement ~~coverage~~or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

WeManagement ~~are~~intends ~~not~~to ~~insured~~devote ~~against~~only ~~any losses or liabilities that could arise from its operations either because insurance is unavailable or because the premium cost is excessive. The payment of such liabilities could have~~ a ~~material~~limited ~~adverse~~amount ~~effect on our financial position and, depending on the extent~~ of ~~such~~time ~~liability, could result in the total loss of its assets and operations. If we are successful and commence the operation of the planned wind farm that allows us~~ to ~~generate~~seeking ~~electricity,~~a ittarget ~~involves~~company ~~hazards,~~ which ~~could~~may ~~result~~adversely inimpact usour ~~incurring~~ability ~~substantial losses and liabilities~~ to ~~third~~identify parties for pollution, accidents and other hazards. We have no public liability insurance; thus if we incur uninsured losses or liabilities, the funds available for the implementation of our business plan will be reduced and our assets may be jeopardized. The payment of such liabilities may have a ~~material~~suitable ~~adverse~~acquisition ~~effect on our financial position and, depending on the extent of such liability, could result in the total loss of its assets and operations~~candidate.

IfWhile weseeking ~~are~~a ~~successful~~business combination, ~~all~~management ofanticipates ~~our~~devoting ~~anticipated~~no ~~revenues~~more ~~will~~than bea ~~generated~~few hours per week to the Company's affairs in total. Our officer has not entered into a written employment agreement with us and is not expected to do so in the ~~form~~foreseeable offuture. ~~Sebian~~This ~~Dinars~~limited commitment may adversely impact our ability to identify and consummate a successful business combination.

IfThe wetime ~~can raise capital in the short term to satisfy the obligations we have to our creditors,~~ and ifcost ~~we are successful in implementing our business plan and in raising the $7,200,000 in additional capital and commence operations, our sales revenues will be in the form~~ of ~~Serbian~~preparing ~~Dinars.~~a Ifprivate ~~applicable~~company ~~currency~~to ~~exchange~~become ~~rates~~a ~~fluctuate,~~public ~~our~~reporting ~~revenues~~company ~~and results of operations~~ may bepreclude ~~materially~~us ~~and~~from ~~adversely~~entering ~~affected.~~into ~~We will also likely incur~~ a ~~significant~~merger ~~amount~~or ofacquisition ~~our~~with ~~expenses payable in Serbian Dinars. As a result, our financial performance is affected by fluctuations in~~ the ~~value~~most ofattractive ~~the~~private ~~Serbian Dinar to the U~~companies.S. Dollar. At the present time, we have no plan or policy to utilize forward contracts or currency options to minimize this exposure, and even if these measures are implemented there can be no assurance that such arrangements will be available, be cost effective or be able to fully offset such future currency risks.

WeTarget companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are ~~likely~~unable to ~~remain~~obtain ~~dependent~~the ~~upon~~required ~~key~~audited ~~executives~~statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~Our~~The ~~success~~Company ~~depends~~may tobe asubject great extent upon the continued successful performance of key executives and employees in general and specifically Mr. Jesse M. De Castro. Since April 25, 2010, Mr. De Castro is presently employed by us as our Acting President and Chief Executive Officer, Secretary, Chief Financial Officer, Treasurer, and Director. Mr. De Castro also serves as our only director. If Mr. De Castro were unable to ~~perform~~further ~~his~~government ~~duties~~regulation ~~for~~which ~~any~~would ~~reason,~~adversely ~~our~~affect ~~ability to implement~~ our ~~plans will be materially adversely effected~~operations. ~~We do not have a key man life insurance policy on the life of Mr. De Castro and we have no plans to acquire any key man life insurance in the future.~~

~~Stockholders~~Although ~~face~~we ~~difficulties~~will be subject to the reporting requirements under the Exchange Act, management believes we will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since we will not be engaged in ~~enforcing~~the ~~civil~~business ~~liabilities~~of ~~against~~investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.

~~Substantially~~Any ~~all~~potential ~~our~~acquisition ~~assets~~or ~~are~~merger ~~located~~with ~~outside of the United States and certain of our directors and officers are resident outside of the United States. As~~ a ~~result,~~foreign itcompany may besubject ~~difficult~~us ~~or impossible~~ to ~~enforce~~additional ~~judgments granted by a court in the United States against our assets or our directors and officers residing outside of the United States~~risks.

WeIf ~~face~~we ~~continuing~~enter ~~challenges~~into a business combination with a foreign concern, we will be subject to risks inherent in ~~ensuring~~business operations outside of the ~~efficacy~~United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of ~~our~~raw ~~internal~~materials ~~controls~~and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

~~Effective~~Our ~~internal~~stock ~~controls~~price ~~are~~is ~~necessary~~likely ~~for us~~ to ~~provide reliable financials reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could~~ be ~~harmed. We~~highly ~~have~~volatile inbecause ~~the past discovered, and may in the future discover, areas~~ of ~~our~~several ~~internal controls that need improvement. Any failure to implement required new or improved controls~~factors, orincluding difficulties encountered in their implementation, or lack of resources to properly implement internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a ~~negative~~limited ~~effect~~public ~~on the trading price of our stock~~float.

WeThe ~~face~~market ~~continuing~~price ~~challenges~~of inour ~~meeting~~stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to resell our common stock following periods of volatility because of the ~~requirements~~market's ~~under~~adverse ~~Sarbanes~~reaction ~~Oxley~~to volatility.

~~The~~ Other ~~Sarbanes-Oxley~~factors ~~Act~~that ofcould ~~2002~~cause ~~was~~such ~~enacted~~volatility inmay the United States in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibilityinclude, toamong ~~provide~~other for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.things:

~~The~~· ~~Sarbanes-Oxley~~announcements ~~Act~~concerning ~~generally~~our ~~applies to all companies that file or are required to file periodic reports with the SEC~~strategy, under the Securities Exchange Act of 1934. As a public company, we are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers.

~~The~~· ~~perceived~~litigation; ~~increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract~~ and retain qualified persons to serve on our board of directors or as executive officers. Sarbanes Oxley 404 compliance is a costly and time-consuming process and there can be no assurance that we will continue to be compliant.

We· ~~have~~general ~~limited~~market ~~internal and external resources to devote to maintaining SOX 404 compliance and there can be no assurance that we can maintain compliance~~conditions. ~~We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.~~

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Because our common stock is considered a "penny stock" any investment in our common stock is considered to be a high-risk investment and is subject to restrictions on marketability.

Our common stock is currently traded on the OTC Pink Sheets and is considered a "penny stock." The OTC Pink Sheets is generally regarded as a less efficient trading market than the NASDAQ Capital Market.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock.

Since our common stock is subject to the regulations applicable to penny stocks, the market liquidity for our common stock could be adversely affected because the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market. There is no assurance our common stock will be quoted on NASDAQ or the NYSE or listed on any exchange, even if eligible.

The Company may be subject to certain tax consequences in our business, which may increase our cost of doing business.

We may not be able to structure our acquisition to result in tax-free treatment for the companies or their stockholders, which could deter third parties from entering into certain business combinations with us or result in being taxed on consideration received in a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity; however, we cannot guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

Our business will have no revenues unless and until we merge with or acquire an operating business.

We are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business.

The Company intends to issue more shares in a merger or acquisition, which will result in substantial dilution.

Our Certificate of Incorporation authorizes the issuance of a maximum of 200,000,000 shares of common stock. Any merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

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The Company has conducted no market research or identification of business opportunities, which may affect our ability to identify a business to merge with or acquire.

The Company has neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Because we may seek to complete a business combination through a “reverse merger”, following such a transaction we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we will assist a privately held business to become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of our Company since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

We cannot assure you that following a business combination with an operating business, our common stock will be listed on NASDAQ or any other securities exchange.

Following a business combination, we may seek the listing of our common stock on NASDAQ or the American Stock Exchange. However, we cannot assure you that following such a transaction, we will be able to meet the initial listing standards of either of those or any other stock exchange, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, until our common stock is listed on the NASDAQ or another stock exchange, we expect that our common stock would be eligible to trade on the OTC Bulletin Board, another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would be subject to an SEC rule that, if it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or selling our common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital following a business combination.

There is no public market for our common stock, nor have we ever paid dividends on our common stock.

There is no public trading market for our common stock and none is expected to develop in the foreseeable future unless and until the Company completes a business combination with an operating business and such business files a registration statement under the Securities Act. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy.

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

(1)	On September 25, 2009, we issued an unsecured promissory note. In this connection:

	(a)	The unsecured promissory note was sold to Jesse M. De Castro, our Chief Financial Officer, Secretary, and Director in the amount of $43,000. The Note bears interest at 7.00% (simple interest) and matures on September 25, 2010.

	(b)	We received the sum of $43,000 in cash from the sale of the unsecured promissory note.

	(c)	We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in that:

		(i)	Mr. De Castro is sophisticated and experienced in investment and securities matters and can fend for himself;

		(ii)	Mr. De Castro had, prior to the issuance of the promissory note, access to all of the Company's books and records prior to making the investment;

		(iii)	The Company made available all of its officers and directors to give Mr. De Castro an opportunity to ask questions and receive answers to all said questions;

		(iv)	Mr. De Castro received, prior to the issuance of the promissory note, accurate and complete disclosures regarding the Company and its affairs equivalent to that found in a registration statement;

		(v)	Mr. De Castro had an pre-existing relationship with the Company and the issuance of the promissory note was not the result of any advertising or general solicitation; and

		(vi)	Mr. De Castro agreed that he was acquiring the promissory note for investment purposes only and not with a view to any distribution.

	(d)	All of the $43,000 in proceeds was used to increase the Company's working capital.

	(e)	We did not incur and we did not pay and will not be paying any fees or commissions to any third parties in connection with the issuance of the unsecured promissory note.

	(f)	No underwriter or broker-dealer was retained or employed in connection with the issuance of the unsecured promissory note.

	(g)	The unsecured promissory note was issued with a restricted securities legend consistent with the requirements of the Securities Act of 1933.

(2)	Similarly, on September 30, 2009, we issued an unsecured promissory note. In this connection:

	(a)	The unsecured promissory note was issued to Jesse M. De Castro, our Chief Financial Officer, Secretary, and Director in the amount of $75,000. The Note bears interest at 7.00% (simple interest) and matures on September 30, 2010.

	(b)	We received the sum of $75,000 in cash from the sale of the unsecured promissory note.

	(c)	We relied upon the exemption provided by Section 4(2) of the Securities Act of 1933 in that:

		(i)	Mr. De Castro is sophisticated and experienced in investment and securities matters and can fend for himself;

		(ii)	Mr. De Castro had, prior to the issuance of the promissory note, access to all of the Company's books and records prior to making the investment;

		(iii)	The Company made available all of its officers and directors to give Mr. De Castro an opportunity to ask questions and receive answers to all said questions;

		(iv)	Mr. De Castro received, prior to the issuance of the promissory note, accurate and complete disclosures regarding the Company and its affairs equivalent to that found in a registration statement;

		(v)	Mr. De Castro had an pre-existing relationship with the Company and the issuance of the promissory note was not the result of any advertising or general solicitation; and

		(vi)	Mr. De Castro agreed that he was acquiring the promissory note for investment purposes only and not with a view to any distribution.

	(d)	All of the $75,000 in proceeds was used to increase the Company's working capital.

	(e)	We did not incur and we did not pay and will not be paying any fees or commissions to any third parties in connection with the issuance of the unsecured promissory note.

	(f)	No underwriter or broker-dealer was retained or employed in connection with the issuance of the unsecured promissory note.

	(g)	The unsecured promissory note was issued with a restricted securities legend consistent with the requirements of the Securities Act of 1933.

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Item 3. Defaults Upon Senior Securities.

None

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

None.

Item 5. Other Information.

On April 26, 2010, Mr. Peter Gilcud resigned as the Company's President and as a Director. Mr. Gilcud's resignation was not the result of or in connection with any disagreement with him relating to or involving the Company's operations, policies, or practices. The Company is not aware of any such disagreement with Mr. Gilcud and believes that his resignation was entirely for personal reasons. The Company was informed that Mr. Gilcud wanted to pursue other interests.

On the same date, Mr. Jesse M. De Castro currently serves as Company's Acting President in addition to continuing his duties as the Company's Secretary and Chief Financial Officer, Treasurer and, with the resignation of Mr. Gilcud, Mr. De Castro now serves as the Company's sole Director.

Item 6. Exhibits.

Number	Exhibits
		Exhibits
31.1	Rule 13a-14(a) Certification of Chief Executive Officer
		31	Certification of President pursuant to Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Rule 13a-14(a) Certification of Chief Financial Officer
		32	Certification of the Company’s Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer

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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.

	GREEN STAR ALTERNATIVE ENERGY, INC.
Date: May 12, 2010	BY: /s/ Jesse M. De Castro JESSE M. DE CASTRO Acting Chief Executive Officer
Date: February 28, 2011	BY: /s/ Eric Stoppenhagen Eric Stoppenhagen Acting Chief Executive Officer
Date: May 12, 2010	BY: /s/ Jesse M. De Castro JESSE M. DE CASTRO Chief Financial Officer
Date: February 28, 2011	BY: /s/ Eric Stoppenhagen Eric Stoppenahgen Chief Financial Officer

Filing Compare · Gold Hill Resources, Inc.