UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
For the fiscal year ended December 31, 2010
or
[ ]	TRANSITION REPORT UNDER 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. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization)		88-04292010 (I.R.S. Employer Identification No.)		~~88-04292010 (I.R.S. Employer Identification No.)~~
1660 Hotel Circle North, Suite 207, San Diego, California 92108-2808 (Address of principal executive offices (Zip Code)
1328 W. Balboa Blvd., Suite C, Newport Beach, CA, 92661 (Address of principal executive offices - Zip Code)
Registrant's telephone number, including area code (866) 955 4723
Registrant's telephone number, including area code (949)-903-0468
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" 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 Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $3,675,000 as of February 16, 2010 & $19,687,500 as of June 30, 2009,
Note - If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 45,937,500
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
<Table of Contents>		2

FORM 10-K
TABLE OF CONTENTS
			PAGE NO.
PART I
Item 1.	Business		5
Item 1A.	Risk Factors		18
Item 1B.	Unresolved Staff Comments		32
Item 2.	Properties		32
Item 3.	Legal Proceedings		32
Item 4.	Submission of Matters to a Vote of Security Holders		32
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		33
Item 6.	Selected Financial Data		36
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations		37
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		42
Item 8.	Financial Statements and Supplementary Data		45
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		45
Item 9A.	Controls and Procedures		45
Item 9B.	Other Information		46
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		47
Item 11.	Executive Compensation		50
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		51
Item 13.	Certain Relationships and Related Transactions, and Director Independence		52
Item 14.	Principal Accounting Fees and Services		54
PART IV
Item 15.	Exhibits, Financial Statement Schedules		55
SIGNATURES			56
<Table of Contents>		3

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No x

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 

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


	Large accelerated filer 	Accelerated filer 

	Non-accelerated filer  (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 by Rule 12b-2 of the Act). Yes x No 

As of June 30, 2010 (last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $710,938.

As of March 16, 2011, 63,337,543 shares of the common stock of the registrant were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

	Table of Contents
Part I

Item 1	Business	3
Item 1A	Risk Factors	6
Item 1B	Unresolved Staff Comments	11
Item 2	Properties	11
Item 3	Legal Proceedings	11
Item 4	(Removed and Reserved)	11

Part II

Item 5	Market for Registrant’s Common Equity and Related Stockholder Matters	12
Item 6	Selected Financial Data	14
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	17
Item 8	Financial Statements and Supplementary Data	F-1 to F-16
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	18
Item 9A	Controls and Procedures	18

Part III

Item 10	Directors, Executive Officers of the Registrant	20
Item 11	Executive Compensation	23
Item 12	Security Ownership of Certain Beneficial Holders and Management	25
Item 13	Certain Relationships and Related Transactions	25
Item 14	Principal Accountant Fees and Services	26

Part IV

Item 15	Exhibits, Financial Statement Schedules	29

Signatures

- 2 -

PART I

FORWARD-LOOKING STATEMENTS

~~THIS~~This ~~FORM~~report ~~10-K~~includes ~~CONTAINS "FORWARD~~forward-~~LOOKING~~looking ~~STATEMENTS".~~statements ~~FORWARD~~with-~~LOOKING~~in ~~STATEMENTS~~the ~~ARE~~meaning ~~STATEMENTS~~of ~~CONCERNING~~Section 27A ~~ESTIMATES,~~of ~~PLANS,~~the ~~OBJECTIVES,~~Securities ~~GOALS,~~Act ~~STRATEGIES, EXPECTATIONS, INTENTIONS, PROJECTIONS, DEVELOPMENTS, FUTURE EVENTS, PERFORMANCE OR PRODUCTS, UNDERLYING~~ (~~EXPRESSED~~the OR"Securities ~~IMPLIED~~Act") ~~ASUMPTIONS~~and ~~AND~~Section 21E ~~OTHER~~of ~~STATEMENTS~~the ~~THAT~~Securities ~~ARE~~Exchange ~~OTHER~~Act ~~THAN~~of ~~HISTORICAL FACTS. IN SOME CASES FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "ESTIMATED~~1934," ~~"BELIEVES,"~~as ~~"EXPECTS,"~~amended ~~"MAY,"~~(the "~~WILL,"~~Exchange Act"~~SHOULD,"~~). ORWe ~~"ANTICIPATES,"~~have ORbased ~~THE~~these ~~NEGATIVE~~statements OFon ~~THESE~~our ~~WORDS~~beliefs ORand ~~OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS~~assumptions, ORbased BYon ~~DISCUSSIONS~~information OFcurrently ~~PLANS~~available ORto ~~STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES~~us. ~~MANAGEMENT~~ ~~WISHES~~These ~~TO CAUTION THE READER THAT THESE FORWARD~~forward-~~LOOKING~~looking ~~STATEMENTS,~~statements ~~INCLUDING,~~are ~~BUT~~subject ~~NOT~~to ~~LIMITED~~risks ~~TO,~~and ~~STATEMENTS REGARDING THE COMPANY'S PLANS, ESTIMATES, GOALS, COMPETITIVE TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS~~uncertainties. NO ~~ASSURANCES~~Forward-looking ~~CAN~~statements BEinclude ~~GIVEN~~the ~~THAT~~information ~~SUCH~~concerning ~~PREDICTIONS~~our ~~WILL~~possible ~~PROVE~~or ~~CORRECT~~assumed ORfuture ~~THAT~~results ~~THE~~of ~~ANTICIPATED~~operations, ~~FUTURE~~our ~~RESULTS~~total ~~WILL~~market BEopportunity ~~ACHIEVED. ACTUAL~~and ~~EVENTS~~our ORbusiness ~~RESULTS~~plans ~~MAY~~and ~~DIFFER~~objectives ~~MATERIALLY~~set ~~EITHER~~forth ~~BECAUSE~~under ~~ONE~~the ORsections ~~MORE~~entitled 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-K, INCLUDING, BUT NOT LIMITED TO "~~RISK FACTORS~~Business" ~~SHOWN~~and ~~AS ITEM 1A AND IN MANAGEMENT~~"Management'Ss ~~DISCUSSION~~Discussion ~~AND~~and ~~ANALYSIS~~Analysis OFof ~~FINANCIAL~~Financial ~~CONDITION~~Condition ~~AND~~and ~~RESULTS~~Results OFof ~~OPERATIONS~~Operations. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH A SMALL, EARLY-STAGE 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, THE UNCERTAINTIES OF EVER-CHANGING REGULATIONS AND POLITICAL DEVELOPMENTS IN THE REPUBLIC OF SERBIA, EXCHANGE RATES, AND THE VOLATILITY OF ELECTRICITY PRICES IN THE MARKETPLACE. 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-K OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS."

~~<Table~~Forward-looking statements are not guarantees of ~~Contents>~~performance. 4Our future results and requirements may differ materially from those described in the forward-looking statements. Many of the factors that will determine these results and requirements are beyond our control. In addition to the risks and uncertainties discussed in "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," investors should consider those discussed under "Risk Factors."

AsThese ~~used~~forward-looking ~~herein,~~statements ~~the~~speak ~~term~~only "as of the ~~Company,"~~date ~~"we," "us,"~~of ~~and~~this ~~"our"~~report. ~~refer~~We do not intend to ~~Green~~update ~~Star~~or ~~Alternative~~revise ~~Energy~~any forward-looking statements to reflect changes in our business anticipated results of our operations, ~~Inc~~strategy or planned capital expenditures, aor ~~Nevada~~to ~~corporation~~reflect ~~unless~~the ~~otherwise~~occurrence ~~noted~~of unanticipated events.

Item 1. Business

~~General~~ (a) Business Development

~~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~~On ~~change~~January in19, ~~our~~2011, ~~corporate~~De ~~strategy~~Castro ~~was~~Investments Inc. (“De Castro”), and Verdad Telecom, Inc., a Nevada corporation (the ~~result~~“Purchaser”) ofentered into a ~~re-evaluation~~Stock ofPurchase Agreement (the ~~opportunities~~“Purchase ~~that~~Agreement”), pursuant to which De Castro (collectively, the ~~Company~~“Seller”) ~~had~~will insell to the ~~educational~~Purchaser, ~~seminars~~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 ~~workshops~~outstanding ~~industry~~shares of Common Stock and Seller’s debt and liabilities. The Closing occurred on January 30, 2011. The Purchaser paid the ~~belief~~aggregate ~~that~~purchase ~~better~~price ~~opportunities~~for ~~could~~the beShares ~~found~~with inpersonal funds. There are no arrangements or understandings among members of both the ~~wind~~former ~~power~~and ~~industry~~new control groups and their associates with respect to election of directors or other matters.

~~Our~~At ~~website~~the ~~is: www~~Closing, Jesse De Castro resigned as the Company’s sole director, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer, and Eric Stoppenhagen, age 37, was elected as the Company’s sole director, President, Chief Financial Officer and Secretary, to serve in such capacities until his successors are duly elected and qualified.~~greenstarae.com.~~

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

In- ~~2005~~3 and 2006 we generated revenues from our seminars and workshops, however in 2007, our management reassessed their business plans and in May 2008 we changed our corporate focus and elected new officers and directors with the result that we abandoned the business of offering travel and educational seminars and workshops. -

On(b) ~~July~~Business ~~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.Issuer

OnCurrently, ~~September~~the ~~30,~~Company ~~2009,~~seeks wesuitable ~~declared~~candidates for a ~~three~~business ~~for~~combination ~~four~~with ~~stock~~a ~~dividend~~private company. The ~~Record~~Company ~~Date~~has ~~for~~made ~~payment~~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 ~~dividend~~Company is ~~pending~~to ~~review~~seek ~~and~~the ~~issuance~~acquisition of, aor ~~new~~merger ~~stock~~with, ~~trading~~an ~~symbol~~existing ~~by FINRA~~company.

~~Our~~The ~~new~~Company ~~management~~is ~~has~~currently ~~been~~considered ~~focusing~~to onbe ~~opportunities~~a ~~that~~"blank ~~may~~check" ~~allow~~company. usThe toU.S. ~~participate~~Securities inand ~~clean~~Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, ~~environmentally~~within ~~friendly~~the ~~energy~~meaning ~~generation~~of ~~projects.~~Section As3 (a)(51) ~~result~~of ~~and~~the toSecurities Exchange Act of 1934, as amended (the ~~extent~~“Exchange Act”), and that ~~our~~has ~~limited~~no ~~managerial~~specific ~~and~~business ~~financial~~plan ~~resources~~or ~~allow~~purpose, weor ~~are~~has ~~focused~~indicated onthat ~~participating~~its inbusiness ~~one~~plan oris ~~more~~to ~~smaller~~merge ~~wind~~with ~~energy~~an ~~generation~~unidentified ~~projects~~company ~~via~~or ~~participation~~companies." inUnder ~~joint~~SEC ~~ventures,~~Rule ~~partnerships~~12b-2 under the Exchange Act, ~~and~~the ~~other~~Company ~~agreements~~also ~~either~~qualifies as a ~~joint~~“shell ~~venture partner~~company,” ~~general~~because ~~partner,~~it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, ifrules and regulations limiting the ~~project~~sale isof ~~not~~securities ~~beyond~~of ~~our~~"blank ~~financial~~check" ~~capacity~~companies ~~and~~in ~~can~~their berespective ~~structured~~jurisdictions. soManagement asdoes not intend to ~~allow~~undertake usany efforts to ~~participate~~cause as a ~~co-owner~~market to develop in our securities, either debt or equity, until we ~~may~~have ~~become~~successfully concluded a ~~co-owner~~business combination. The Company intends to comply with the periodic reporting requirements of athe ~~smaller,~~Exchange ~~limited-scale~~Act ~~project~~for so long as it is subject to those requirements.

~~<Table~~The ofCompany’s ~~Contents>~~principal 5business 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.

WeThe ~~are~~analysis aof ~~start-up~~new ~~company~~business ~~with~~opportunities ~~minimal~~will ~~assets,~~be noundertaken ~~revenues,~~by or under the supervision of the officers and ~~very~~directors ~~limited~~of ~~part-time~~the ~~management~~Company. We As ~~have~~of ~~only~~this ~~limited~~date, ~~activities~~the ~~and~~Company ~~our~~has ~~auditors~~not ~~have~~entered ~~issued~~into ~~their~~any ~~auditor's~~definitive ~~opinion~~agreement ~~wherein~~with ~~they~~any ~~have~~party, ~~qualified~~nor ~~their~~have ~~opinion~~there ~~with~~been aany ~~subject~~specific todiscussions awith ~~going~~any ~~concern~~potential ~~qualification. This~~business ~~qualification~~combination ~~can~~candidate beregarding ~~interpreted~~business ~~generally~~opportunities asfor anthe ~~expression~~Company. The ofCompany ~~doubt~~has asunrestricted toflexibility ~~our~~in ~~ability~~seeking, toanalyzing ~~remain~~and participating in potential business opportunities. A ~~going~~In ~~concern~~its ~~qualification~~efforts isto ~~also~~analyze ~~viewed~~potential ~~negatively~~acquisition ~~by creditors~~targets, ~~investors,~~the ~~and~~Company ~~other~~will ~~businesses.~~consider the following kinds of factors:

Ina) ~~our~~Potential ~~current~~for ~~circumstances~~growth, weindicated doby ~~not~~new ~~possess the financial~~technology, ~~managerial,~~anticipated ormarket ~~other~~expansion ~~resources that would allow us to implement our business plan and there can be no assurance that we will ever acquire any additional resources that would allow us to implement any of the objectives~~ or ~~goals~~new of our business plan either now or in the future. For these and many other reasons, we caution the reader of this Form 10 to cautiously consider our paltry assets, our limited financial and managerial resources, our lack of revenues and the great and likely immeasurable risks and uncertainties that we face in attempting to implement our ambitious business plan in the face of these risks and uncertainties in the intensely competitive current business climate.products;

~~Further,~~b) ~~the~~Competitive ~~worldwide~~position ~~recession,~~as ~~the~~compared ~~dramatic downturn in worldwide capital and financial markets, and the uncertainties with respect~~ to ~~the~~other ~~duration~~firms of ~~the~~similar ~~recession~~size and ~~downturn,~~experience ~~the~~within ~~magnitude of~~ the ~~recession~~industry ~~and~~segment ofas ~~the~~well ~~downturn~~as ~~will~~within ~~each, clearly add to~~ the ~~significant~~industry ~~difficulties~~as ~~and~~a ~~problems we face.~~whole;

Ifc) ~~the~~Strength ~~worldwide recession were to continue for an additional~~ and ~~prolonged~~diversity ~~period and if the Republic~~ of ~~Serbia were to endure continued recessionary pressures and financial and economic imbalances~~management, weeither ~~may be facing not only economic upheaval of unknown consequences but also political upheaval that would likely result~~ in ~~dramatic~~place ~~adverse~~or ~~difficulties~~scheduled ~~that~~for would further inhibit our ability to implement our business plan. This raises the possibility that we may be facing challenges, risks, and uncertainties that far exceed our present and any future capabilities that we may ever acquire.recruitment;

~~The~~d) ~~clear~~Capital requirements and ~~present~~anticipated ~~certainty~~availability isof ~~that~~required wefunds, ~~may~~to ~~fail~~be ~~with~~provided by the ~~consequence~~Company ~~that~~or ~~any~~from ~~person~~operations, ~~who~~through ~~acquires~~the ~~our~~sale ~~Common~~of ~~Stock~~additional orsecurities, ~~any~~through ofjoint ~~our~~ventures ~~securities~~or ~~will~~similar ~~lose~~arrangements ~~their~~or ~~entire~~from ~~investment.~~other sources;

Ase) aThe ~~result~~cost weof ~~can~~participation ~~not~~by ~~assure~~the ~~you~~Company ~~that~~as ~~that~~compared ~~we will have any ability~~ to ~~overcome~~the ~~any~~perceived oftangible ~~these~~and ~~challenges,~~intangible ~~risks,~~values and ~~uncertainties at any time or if we do, that we will emerge in any form that resembles our present circumstances.~~potentials;

~~Our~~f) ~~business~~The ~~plan~~extent ~~and~~to ~~our~~which ~~strategy~~the isbusiness ~~ambitious.~~opportunity ~~Yet~~can we face intense competition and intensely difficult financial and managerial limitations that, given our existing resources and our present and anticipated economic and financial environment, will likely limit our abilities and our opportunities. We cannot assure you, in any way, that any our plans and strategies will be ~~implemented or achieved either over the next 12 months or at any time beyond that period.~~advanced;

~~<Table~~g) The accessibility of ~~Contents>~~required 6management expertise, personnel, raw materials, services, professional assistance and other required items; and

Inh) ~~all~~Other ofrelevant these pursuits, our strategy is to participate, on a selective basis consistent with our limited managerial and financial resources, in projects that may offer significant commercial opportunities in the clean, environmentally-friendly energy generation segmentfactors. ~~In all of these efforts we rely on our two part-time officers, Peter Gilcud and Jesse M. De Castro.~~

ToIn ~~that~~applying ~~end,~~the weforegoing ~~have~~criteria, ~~entered~~no ~~into~~one aof ~~joint~~which ~~venture~~will ~~(the~~be ~~"Serbian Joint Venture") with Notos d.o.o.~~controlling, amanagement ~~corporation~~will ~~domiciled~~attempt into ~~the~~analyze ~~Republic~~all offactors ~~Serbia~~and ~~("Notos")~~circumstances and ~~with~~make ~~Sirius Regulus, d.o.o.,~~ a ~~corporation~~determination ~~also~~based ~~domiciled~~upon inreasonable ~~the~~investigative ~~Republic~~measures ofand ~~Serbia~~available ~~("Sirius")~~data. ~~The~~Potentially ~~Serbian~~available ~~Joint~~business ~~Venture~~opportunities ismay ~~focused~~occur onin ~~generating~~many ~~electricity~~different ~~from~~industries, ~~wind-power~~and at avarious ~~wind~~stages ~~farm~~of ~~located~~development, atall ~~the~~of ~~Belo~~which ~~Blato~~will ~~Wind~~make ~~Energy Project in~~ the ~~province~~task of ~~Vojvodina~~comparative ininvestigation ~~the~~and ~~Republic~~analysis of ~~Serbia. To~~such ~~the~~business ~~extent~~opportunities ~~that~~extremely ~~market~~difficult ~~conditions~~and ~~allow,~~complex. weDue ~~intend~~ to ~~raise~~ the ~~capital~~Company's ~~necessary~~limited tocapital ~~construct~~available ~~the Belo Blato wind farm and fulfill the financial requirements~~ for ~~the project. Our plan is to have~~investigation, ~~Notos d.o.o. provide~~ the ~~licensing,~~Company ~~construction,~~may ~~and~~not ~~managerial~~discover ~~expertise. The~~or ~~joint~~adequately ~~venture~~evaluate ~~calls~~adverse ~~for~~facts ~~Green~~about ~~Star to recoup all capital expenditures associated with~~ the ~~development~~opportunity ~~before~~to ~~any~~be ~~profit-sharing can take place~~acquired.

In entering into the Serbian Joint Venture, we worked with our former President, Miodrag Andric who is the founder and Manager of Notos, d.o.o., a limited liability company domiciled in the Republic of Serbia. (Mr. Andric resigned as our President on January 21, 2010.) Under Serbian law, Mr. Andric, as the Manager, does not have ultimate managerial control over the affairs of Notos but he does have day-~~to-day~~ ~~control~~4 ~~over its affairs.~~-

OnForm June 23, 2009, our joint venture partner, Notos, d.o.o. ("Notos") entered into the Mutual Non-Disclosure Agreement with Gamesa Eolica S.L. Unipersonal (Spain) ("Gamesa") wherein Notos d.o.o. and Gamesa agreed to hold and keep certain confidential information exchanged between Notos and Gamesa confidential and each party further agreed to take steps to ensure that all such information was not released to the public. The Agreement contains customary contractual provisions and includes a provision providing that in the event of ~~a dispute, the Agreement is subject to Spanish law.~~Acquisition

The ~~Agreement~~manner ~~with~~in ~~Gamesa~~which ~~was~~the ~~undertaken~~Company toparticipates ~~ensure~~in ~~that~~an ~~Notos~~opportunity ~~and~~will ~~Gamesa~~depend ~~could~~upon ~~proceed~~the ~~with~~nature ~~discussions~~of tothe ~~allow~~opportunity, the ~~exchange~~respective needs and desires of ~~technical~~the Company and ~~other~~the ~~information~~promoters ~~regarding~~of ~~Notos'~~the ~~plans~~opportunity, and ~~Gamesa's~~the ~~technologies. Gamesa~~relative isnegotiating astrength ~~major~~of ~~manufacturer~~the ofCompany ~~wind~~and ~~turbines~~such promoters.

WeIt ~~are~~is ~~aware~~likely that ~~Ms.~~the ~~Carol~~Company ~~Redmond~~will ofacquire ~~the~~its ~~Dow~~participation ~~Jones~~in ~~News~~a ~~Service~~business ~~has~~opportunity ~~published~~through anthe ~~article~~issuance ~~(on~~of ~~May~~common ~~29,~~stock ~~2009)~~or ~~that~~other issecurities ~~critical~~ of ~~our~~the ~~undertakings~~Company. ~~with~~Although ~~Gamesa~~the ~~and~~terms ~~has~~of ~~raised~~any ~~questions~~such ~~regarding~~transaction ~~the~~cannot ~~extent~~be ofpredicted, ~~our~~it ~~dealings~~should ~~with~~be ~~Gamesa. In~~noted anthat ~~effort~~in tocertain ~~respond~~circumstances tothe ~~her~~criteria ~~comments,~~for wedetermining ~~have~~whether ~~extended~~or ~~every~~not ~~invitation~~an toacquisition ~~her~~is toa ~~speak~~so-called ~~with~~"tax ~~our~~free" ~~counterpart~~reorganization atunder ~~Gamesa~~Section ~~and~~368(a)(1) weof ~~have~~the ~~provided~~Internal ~~her~~Revenue ~~with~~Code asof ~~much~~1986, ~~information~~as ~~regarding~~amended (the ~~Mutual~~"Code") ~~Non-Disclosure~~depends ~~Agreement~~upon aswhether ~~allowed under~~ the ~~Agreement. We~~owners ~~cannot~~of bethe ~~certain~~acquired ~~that~~business ~~this~~own ~~has~~80% or ~~will~~more ~~satisfy~~of ~~Ms.~~the ~~Redmond~~voting ~~and~~stock ~~her~~of ~~inquiries. In~~ the ~~event~~surviving ~~that Ms~~entity. ~~Redmond~~If ~~has~~a ortransaction ~~develops~~were ~~further~~structured ~~concerns~~to ortake ~~repeats~~advantage ~~her~~of ~~earlier~~these ~~comments,~~provisions werather ~~stand~~than ~~ready~~other to"tax ~~provide~~free" ~~her~~provisions ~~with~~provided ~~any~~under ~~additional~~the ~~information~~Code, inall ~~any~~prior ~~way~~stockholders ~~that~~would wein ~~can~~such ~~and~~circumstances weretain ~~would~~20% ~~hope~~or ~~that~~less ~~before~~of ~~she~~the ~~raises~~total ~~any~~issued ~~doubts~~and oroutstanding ~~uncertainties~~shares ~~regarding~~of ~~our~~the ~~company~~surviving ~~and~~entity. ~~its~~Under ~~activities~~other ~~that~~circumstances, ~~she~~depending ~~would~~upon ~~raise~~the ~~them~~relative ~~with~~negotiating ~~our~~strength ~~management~~of ~~before~~the ~~drawing~~parties, ~~unwarranted~~prior ~~conclusions~~stockholders ~~and~~may ~~publishing~~retain ~~statements~~substantially ~~that~~less wethan ~~believe~~20% ~~are~~of ~~injurious~~the tototal ~~our~~issued ~~small~~and ~~company.~~outstanding ~~Because~~shares of ~~our~~the ~~experience~~surviving ~~with Ms~~entity. ~~Redmond,~~This wecould ~~cannot~~result ~~assure~~in ~~you~~substantial ~~that~~additional ~~others~~dilution ~~will~~to ~~not~~the ~~publish~~equity ~~similar~~of ~~articles~~those ~~that~~who ~~may~~were ~~cast~~stockholders ~~unwanted~~of ~~and~~the ~~unwarranted~~Company ~~aspersions~~prior ~~upon~~to ~~our~~such ~~company and our management~~reorganization.

~~<Table~~The present stockholders of ~~Contents>~~the 7Company 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.

~~Our~~In ~~review~~the case of an acquisition, the ~~business~~transaction ~~and~~may ~~political~~be ~~environment~~accomplished ofupon the ~~Republic~~sole determination of ~~Serbia~~management ~~has~~without ~~provided~~any usvote ~~with~~or approval by stockholders. In the case of a ~~strong~~statutory ~~incentive~~merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the ~~extent~~approval ~~that~~of wethe ~~are~~holders ~~able,~~of a majority of the outstanding securities. The necessity to ~~undertake~~obtain such stockholder approval may result in delay and additional expense in the ~~efforts~~consummation ~~needed~~of any proposed transaction and will also give rise to ~~implement~~certain ~~our~~appraisal ~~business~~rights ~~plan~~to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

~~Serbia~~It is aanticipated ~~democratic~~that ~~state~~the ~~comprised~~investigation of ~~Serbia~~specific ~~proper~~business opportunities and the ~~two~~negotiation, ~~autonomous~~drafting ~~provinces~~and execution of ~~Vojvodina~~relevant agreements, disclosure documents and ~~Kosovo-Metohija.~~other ~~(http://www~~instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others.~~srbija.gov.rs/pages/intro.php?id=5) Its~~ ~~population~~If ~~(excluding~~a ~~Kosovo)~~decision is ~~approximately~~made ~~7.37~~not ~~million~~to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. ~~(http://www~~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.~~srbija.gov.rs/pages/article.php?id=6)~~

~~The~~We ~~country~~presently ishave ~~located~~no inemployees ~~the~~apart ~~central~~from ~~part~~our ~~of the Balkan Peninsula, on an important transportation route linking Europe and Asia and occupying an area of 88,361 square kilometres at the cross-roads of central and southern Europe~~management. ~~The~~Our ~~international~~officers ~~roads~~ and ~~railways~~directors ~~passing~~are ~~through~~engaged ~~Serbia~~in ~~make~~outside upbusiness ~~the~~activities ~~shortest link between Western~~ and ~~Central~~anticipate ~~Europe,~~that onthey ~~the~~will ~~one~~devote ~~side,~~to ~~and~~our ~~the~~business ~~Middle~~very ~~East,~~limited ~~Asia~~time ~~and~~until ~~Africa, on~~ the ~~other. It~~acquisition ~~is also in the West European time zone (one hour ahead~~ of ~~Greenwich Time). Its climate is temperate continental, with~~ a ~~gradual~~successful ~~transition~~business ~~between~~opportunity ~~the~~has ~~four~~been ~~seasons of the year~~identified. . ~~The~~We ~~length~~expect ofno ~~Serbia's~~significant ~~border~~changes isin ~~2114.2 km. To~~ the ~~East,~~number ~~Serbia~~of ~~borders~~our ~~with~~employees ~~Bulgaria,~~other tothan ~~the~~such ~~North East with Romania~~changes, toif ~~the North with Hungary~~any, toincident ~~the West with Croatia and Bosnia and Herzegovina, and~~ to ~~the~~a ~~South~~business ~~with Albania and Macedonia~~combination. ~~(http://www.srbija.gov.rs/pages/article.php?id=30)~~

~~While~~(c) ~~the~~Reports ~~country has had significant political upheaval during the last 19 years and its legal and political environment present some risks~~ to ~~us,~~security ~~we believe that Serbia's endowment of renewable energy resources is substantial and the clean energy industry is in its infancy~~holders.

~~Based~~(1) onTo the ~~assessments~~extent ofrequired ~~our~~by ~~management~~federal and ~~without~~state ~~any independent third party evaluation~~law, wethe ~~estimate~~Company ~~that~~will ~~Serbia~~deliver ~~produced~~an ~~energy~~annual ~~equal~~report to ~~8.796~~security ~~Mtoe (million tons of oil equivalent) and imported 6~~holders.139 Mtoe. Renewables made up only 5.6% of the country's primary energy supply during 2007. All of the renewable energy (9,928 GWh) was produced by hydro power plants. (Republic of Serbia - Ministry of Mining and Energy, "Renewable Energy Sources", May 2008)

~~And~~(2) ~~while~~The ~~there~~Company ~~are~~will ~~great~~file ~~regional~~reports ~~differences~~with in the ~~availability~~SEC. ofThe ~~wind~~Company ~~energy~~will inbe ~~Serbia~~a ~~and~~reporting ~~significant~~company ~~differences~~and ~~are~~will ~~present~~comply ~~even~~with ~~at small distances, we believe that~~ the ~~availability~~requirements of ~~wind energy in Serbia is greater in lower areas than in higher ones. The Northern part of Serbia is characterized by a strong local southeast wind (known, as "kosava"). ("Wind Energy Potential in~~ the ~~World~~Exchange ~~and in Serbia and Montenegro"; Facta Universitatis (Nis): Elect~~Act. ~~Energ. Vol 19, April 2006, page 53)~~

~~<Table~~(3) The public may read and copy any materials the Company files with the SEC at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of ~~Contents>~~the 8Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

~~The~~- ~~challenges~~5 ~~we face are daunting.~~-

Our review of the current Serbian Energy Policy sets out three crucial elements of sustainable development: competitive energy markets, environment protection, and energy efficiency and use of renewable sources. The Energy Law was adopted by the National Assembly of Serbia on July 22, 2004 and entered into force on August 1, 2004. Serbia's Energy Law currently regulates the following:

· Energy policy objectives and the method of its implementation · Energy market organization and functioning · Conditions for regular and high quality consumer energy supply and for ensuring safe, reliable and efficient energy production · Management of energy transmission, transportation and distribution systems and the method of securing the smooth functioning and development of these systems · The conditions for and method of carrying out energy activities, energy efficiency and environmental protection conditions in carrying out energy activities · Monitoring of the implementation of the Energy Law

While the laws of Serbia may change in the future, there can be no assurance that the opportunities that we have identified will not later change or be reduced as a result of later legal and regulatory changes. In addition, our activities will likely be governed by the laws and courts of the Republic of Serbia.

Currently, there is only one producer and distributor of electrical power in the Republic of Serbia. It is known as Elektroprivreda Srbije (or "EPS"). This state-owned entity is the sole source for all electric power generation, distribution, and sales in the Republic of Serbia. Its activities include: electric power generation; electric power distribution and distribution system management; electric power trade; coal production, processing and transport; steam and hot water production in combined heating processes; water power utilization and services in river and lake traffic; wholesale trade in fuel and similar products; research and development; design, construction and maintenance of energy and mining plants; design, construction and operation of telecommunication facilities; engineering. (http://www.eps.rs/english.htm)

We selected the Republic of Serbia because we believe that the institutional and political framework present in Serbia when combined with the change in Serbia's laws on August 1, 2004, may allow us an opportunity to gain greater access to all energy systems and energy supply networks than that found in other comparable markets. This has resulted in greater liberalization of the energy market and, very significantly, we believe the likelihood of greater opportunities to generate and distribute energy from renewable energy sources, as these are defined under the laws of the Republic of Serbia.

We believe that another key element in entering the Serbian energy market is supply vs. demand. Since the year 2000, no substantial new electrical capacity has been introduced by EPS. (http://www.eps.co.rs/publikacije/godisnji_izvestaji/ENGCD%202007.pdf ; page 9) The past several years have seen similar levels of power generation, despite the increasing requirements of households and industry. We believe that if we achieve our 'privileged power producer' (renewable energy source producer) status allows for the sale of electrical energy directly to EPS, through a standardized power purchase agreement for all qualifying renewable energy facilities (Republic of Serbia - Ministry of Mining and Energy, "Renewable Energy Sources", May 2008).

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Under the current definitions adopted by the Ministry of Mining and Energy of the Republic of Serbia, we anticipate that we may become, upon implementation of our business plan, a 'privileged power producer' in that we would categorized as within the following definition: all renewable energy source producers of electricity except hydro-power plants and biomass power plants larger than 10 MW) - status allows for guaranteed grid access with the obligation on the local distribution company to purchase all the electricity produced. The sale of electrical energy directly to EPS would occur, through a standardized power purchase agreement for all qualifying renewable energy facilities. (Republic of Serbia - Ministry of Mining and Energy, "Renewable Energy Sources", May 2008).

In the event that we are able to implement our business plan and generate electricity, we would then be producing electricity from wind energy and be a qualified renewable energy source producer. In that event and absent any change in the laws of the Republic of Serbia, we would be assured that there would be a buyer for the electricity that we would then produce. As stated above and elsewhere in this Form 10, we face intense competition and intensely difficult financial and managerial limitations that, given our existing limited resources and our present and anticipated economic and financial environment, will likely limit our abilities and our opportunities.

This will ensure a buyer for the electricity we produce. In 2007, EPS spent over 6 billion euros purchasing electricity to supply Serbia's energy needs (EPS 2007 Financial Statements) and demand exceeded supply for eleven months of the year. (http://www.eps.co.rs/publikacije/godisnji_izvestaji/ENGCD%202007.pdf ; page 13) The undersupplied Serbian market requires much more domestic power generation that we may be able to provide. Our 20 MW facility will represent only 0.239% of the country's installed capacity and generate 70 GWh (gigawatt hour; unit of energy equal to one billion watt hours) or 0.180% of EPS current output. This opportunity may provide the basis for growth opportunities.

Currently, there are no wind power projects producing energy in Serbia. (Republic of Serbia - Ministry of Mining and Energy, "Renewable Energy Sources", May 2008). We believe that this may offer us a significant opportunity to become the first wind energy producer in Serbia and the opportunity to help shape the industry on a national level within Serbia. If we are successful in implementing the Serbian Joint Venture we may be the first to begin utilizing a small portion of the 2000+ MW of wind resources available by erecting the wind farm at Belo Blato. The wind energy potential is a conservative estimate used by management that represents only 20% of the 11,000 MW potential according to investigations made by experts from Agricultural Faculty and Faculty of Electronics from City of Belgrade

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This requires that we complete steps to evaluate potential wind farm locations and fund an analysis of the proposed construction of a 20 MW wind power facility in the Republic of Serbia. A wind sensor tower has been erected on the Belo Blato project site that provides information on both the speed and the direction of wind flows. This process was completed at the end of the third quarter of 2009.

An analysis of the wind-flow data will enable us to determine the specific size and orientation of the wind turbines. The Company is in the process of obtaining two licenses - grid connectivity and production permission. After these two licenses are obtained, we anticipate that we will likely be responsible for all construction costs, while the joint venture partner (Notos) will be responsible for the licensing, construction, and managerial duties.

Licensing Requirements

If we are successful in these efforts and assuming no interruptions or difficulties in our plans, we will need to acquire two licenses: one for grid connectivity and another license for production permission. We anticipate that the license for grid connectivity is nearing approval and the license for production permission will likely require several weeks. These are only estimated time frames but they are based on discussions with EMS (the national transmission operator). The cost of a grid connectivity license is $21,000 and the cost of production license $35,000. Each license is an initial license and each is obtained via an application to EMS and the Federal Ministry of Energy, which typically requires three to six months to review and process the license application.

In the event that we obtain these licenses, we anticipate that we will likely be responsible for all construction costs, while the joint venture partner (Notos) will be responsible for the licensing, construction, and managerial duties. In order to finance the construction of the wind farm, our current plan is to approach sources of private capital and, if favorable market conditions allow, to raise the funds in one or more private or exempt offerings. However, given the current worldwide recession and the downturn in the financial markets, we cannot assure that we will obtain any such capital or, if we do obtain it, that it can be obtained on a timely basis or on terms that are reasonable in our current circumstances.

As currently planned and subject to our ability to implement our business plan and overcome the challenges, risks, and uncertainties that we face, we anticipate that we may be able to generate revenues by selling the electricity generated from the wind farm to EPS.

To do so, we would need to raise at least $7,200,000 of the funds that we have identified in our business plan and do so within 12 months. If we are successful in these efforts we would use the funds to develop the planned larger scale power plants to a total of 300 MW by 2013. We have not had any direct or indirect discussions with any sources of capital and we can not be assured that we may be able to obtain the necessary capital on a timely and reasonable basis that will allow us to take these steps. To the extent that we are able, we intend to work closely with administrative representatives of Republic of Serbia and seek tax incentives, legislative support for the expansion of wind power production, and support for the effective marshalling of wind resources critical for the expansion of electrical production.

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The Vojvodina AP region of Serbia is particularly attractive to us because two-thirds of this region has wind speeds that exceed 4 m/s (meters/second). The prerequisite constant level of 5 m/s can be found in several locations: Bela Crkva, Indija, Irig, Sombor, Novi Sad, Vrsac, and Sremska Mitrovica. (http://www.westbalkan.um.dk/NR/rdonlyres/608A27DA-EA77-4D0C-81A8-42A3EB67081A/0/SerbiaWindenergypotential.pdf ) Wind measurements in this region are of particular importance because the lowland terrain provides very reliable space extrapolation of measurements in a wide radius around the wind sensor (20 km to 30 km). The capital required to construct wind power facilities in this region is mitigated by several factors: a well developed electrical distribution network in Vojvodina reduces the costs for grid connection; the River Danube and road infrastructure allow for inexpensive transport of poles, blades, and generators to the building sites; and the lowland terrain reduces erection costs. Nonetheless, we anticipate that we will need to raise significant amount of additional capital if we are to implement these plans. These aspects have a significant impact on the prospects that may allow us achieve profitability in building and operating wind farms in the area. Vojvodina also has relatively low keraunic (thunder and lightning) level, which is also a relevant factor in selecting locations for a wind farm.

Currently, there are no wind power projects producing energy in Serbia. (Republic of Serbia - Ministry of Mining and Energy, "Renewable Energy Sources", May 2008). We believe that this offers us a significant opportunity to become the first wind energy producer in Serbia and the opportunity to help shape the industry on a national level within Serbia. There is an estimated regional wind energy potential of 10,000 MW ("Wind Energy Potential in the World and in Serbia and Montenegro"; Facta Universitatis (Nis): Elect. Energ. Vol 19, April 2006, page 60); also corroborated by experts from Agricultural Faculty and Faculty of Electronics from City of Belgrade (http://www.serbia-Energy.com/index.php?option=com_ content&view=category&layout=blog&id=14&Itemid=7).

If we are successful in implementing the Serbian Joint Venture, we may be the first to begin producing wind power from the Company's proposed 20 MW wind farm project - Belo Blato.

While there are no existing wind power projects producing energy in the Republic of Serbia, we cannot assure you that others enterprises who possess far greater financial and managerial resources will not establish a project that will adversely impact any ability that we may later have to establish our planned project. As a result and for the reasons expressed elsewhere in this Form 10, we do not possess the financial, managerial, or other resources that would allow us to implement our business plan and there can be no assurance that we will ever acquire any additional resources that would allow us to achieve any of the objectives or goals of our business plan either now or in the future.

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For these reasons, we believe that Vojvodina is an attractive location for our first planned wind farm project since it has an abundance of wind resources, low keraunic level, a well developed electrical distribution network, transportation infrastructure, and favorable building terrain.

Implementation of Our Business Plan

We continue to take appropriate steps, to the extent that we are able and consistent with our limited managerial and financial resources, to implement our business plan.

On April 23, 2009 we and our joint venture partner, Notos entered into a collaboration agreement with Electrawinds. Electrawinds shares our interest in developing renewable electricity. While our plans remain flexible, we are hopeful that we may be able to develop partnership with Electrawinds not only in the Republic of Serbia, but in other parts of Europe as well. Electrawinds, a company formed in 1998, is the largest private company involved in the Belgian renewable energy market. Electrawinds produces, sells and distributes green power generated from inexhaustible clean energy resources such as wind, sun and organic matter. Apart from constructing and operating windmill farms, solar farms and biomass plants, Electrawinds also investigates and develops new renewable energy possibilities and applications. Their numerous renewable energy projects are implemented independently or in cooperation with partners.

In May 2009 we initiated discussions Gamesa, a major manufacturer of wind turbines that also seeks to develop and build wind farms. We and our joint venture partner, Notos, have been negotiating with Gamesa on cooperation for the development of prospective wind power facilities. While the outcome of these discussions is not yet certain, we remain interested in continuing these discussions in an effort to develop our relationship with Gamesa that may allow us participate in one or more joint ventures with Gamesa involving the generation of wind power.

Also in May 2009 we entered into discussions with GE Energy Development Group for South East Europe. While these discussions were preliminary and we have no assurance that our negotiations will be successful or that any agreement will be achieved, representatives of GE Energy met with our joint venture partner, Notos, in Belgrade to exchange information on wind data collection and to discuss the future of wind power development in the Republic of Serbia.

In July 2009, we entered into two non-disclosure agreements. The first non-disclosure agreement that we executed was between us and our joint venture partner, Notos, on the one hand, and Gamesa Eolica S.L., on the other hand.

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The second non-disclosure agreement was between that we executed was between us and our joint venture partner, Notos, on the one hand, and Eletrawinds, on the other hand.

In all of these matters, we cannot assure you that our discussions and negotiations may result in any definitive agreements or if they do result in any agreements, that we will achieve an agreement that is financially acceptable to us. We remain a small company with limited financial and managerial resources and the outcome of any of these and any other negotiations and discussions that we have with third parties will likely be determined by variables and uncertainties that are beyond our control.

Trade Names, Trademarks and Service Marks

We may, as circumstances require, develop and implement Green Star Alternative Energy trademarks and/or service marks which will enhance a customer's ability to identify the Company, as well as the products and services to be offered by the Company.

Currently, we have not developed and implemented any trademarks and/or service marks, and therefore we have not filed any applications to register any trademarks and/or service marks. Furthermore, we are unaware of names similar to the trade names to be used by us which are used by other persons.

Our overall policy will be to pursue registration of our marks whenever possible and to oppose vigorously any infringement of its marks. There can be no assurance that if and when we develop and implement our trademarks and/or service marks, that such trademarks and/or service marks will afford protection against competitors with similar products and services. There can also be no assurance that our trademarks and/or service marks will not be infringed upon or designed around by others, or that we can adequately prosecute or defend any infringements.

Competition

Under current market conditions, all of the electricity generated in the Republic of Serbia is generated by Elektroprivreda Srbije (or "EPS"). Thus, EPS has a monopoly on electric power generation, sales, and distribution (through EMS, Elektromreza Srbije) within Serbia. However, under the laws adopted by Serbia, effective August 1, 2004, the country has openly encouraged private capital investors to participate in establishing and operating electric generation, distribution, and marketing.

Serbian Energy Law states the following long-term objectives as the bases for Serbian energy policy: secure, quality, and reliable supply of energy and energy carriers; stimulation of market competition based on principles of non-discrimination, transparency, and stimulation of competitiveness of the economy in the Republic of Serbia; creation of conditions for safe and reliable operation and functioning of energy systems; creation of transparent, attractive, and stable conditions for investments into building, revitalization, and upgrading of energy-related facilities and systems, as well as creation of conditions for their connection to energy systems of other countries; stimulation of renewable energy sources; decentralization of rights and responsibilities in planning and execution of development programs in the energy sector.

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Regulatory Aspects

The new institutions founded according to Serbian Energy Law are the Energy Agency of the Republic of Serbia (SEA), the Energy Efficiency Agency (SEEA), and the Energy Association. The Energy Association works under the industry sector of the Serbian Chamber of Commerce and is responsible for the following: development of the energy sector; initiation and drafting of laws, sub-laws, and regulations relevant to the energy sector; monitoring the international funding of the Serbian industry; monitoring the inflow of foreign investments and overseeing the process of electricity market liberalization.

The Energy Association is working proactively with foreign companies wishing to do business within the Republic of Serbia. They provide the necessary support and guidance through the various processes of licensing and regulatory approval. Consent for the construction of wind farms is required on multiple levels. Federal permission to produce electricity is mandatory; regional (municipal) authorization for building a wind farm; design and implementation of the technologies is overseen by EMS (Elektromreza Srbije), Serbian Transmission System and Market Operator.

Although the regulatory process is not brief, we anticipate that it will be not onerous. To the extent that we are able, we may benefit from the strategic joint venture with the Serbian clean energy company Notos. Their expertise may allow us to complete the licensing process in a shorter time frame. Nonetheless, the regulatory environment of any country is subject to the uncertainties of the political process, we cannot give any assurances that we will be successful in achieving our regulatory objectives within any forecasted time frame.

SEPA (Serbia Environmental Protection Agency) monitors the parameters of the state of the environment, pollutants, and cadastre. As such, SEPA determines initial site feasibility but has no on-going involvement with wind energy facilities.

In the event that we are successful and upon connecting to the electrical distribution network, we anticipate that we will benefit from the feed-in-tariffs made available to "privileged power producers" (Republic of Serbia - Ministry of Mining and Energy, "Renewable Energy Sources", May 2008). The feed-in-tariffs will provide a greater sale price for the electricity produced by renewable energy sources as opposed to conventional methods of energy production. The exact price that the national utility, EPS, will pay to "privileged power producers" has not yet been determined, but based on public statements from the Serbian Ministry of Energy proposed legislation will provide the Company with and be subject to the power purchase agreement with the national utility, EPS, which will to buy the electricity we generate at the initial price of 0.10 Euro per kWh (kilowatt hour).

In all of our efforts, we are conscious of the need to work within the existing regulatory framework and undertake precautions to achieve and maintain compliance with the rules and regulatory environment of the Republic of Serbia. And although we are committed to these objectives, we cannot be assured that we will, at all times, achieve and maintain compliance with the regulatory burdens placed upon us. In the event that we are not successful, we may incur significant delays and interruptions in executing our business plan and as a result, we may incur significant and protracted expenses and losses thereby.

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Recent Regulatory Challenges and Adverse Publicity

In June 2009, we were informed by PinkSheets that a "skull and cross bones caveat emptor" warning was listed in connection with our stock at the PinkSheets website and that this warning moniker was bestowed upon us because the British Columbia Security Commission ("BCSC") had determined that we had not fulfilled our obligation to file certain information and forms with the BCSC and pay the BCSC an annual fee of $1,600.

While PinkSheets informed us of the BCSC actions, we were unaware of the existence of any proceeding, hearing, or other inquiry conducted by the BCSC relating to or involving our affairs. Moreover, we never received any notice that any such proceeding, hearing or inquiry was or would be held nor were we given any opportunity to examine any evidence or make any legal arguments regarding these matters and in defense of our legal interests.

While we believe that the actions of the BCSC were in error and that BCSC acted without attempting to provide us with a modicum of procedural due process that would allow us to assert our legal rights, we are not in a position to divert our limited financial resources to assert our legal rights to contest this unilateral action taken by the BSCSC. Moreover, we believe that the import of the action taken by the BCSC is of limited concern.

While we have not, since June 2009 received any further communications from the BCSC and we are still unaware of the basis upon which the BCSC made a determination that we had violated any rules that they may have, we are aware that PinkSheets and other news services will report information and make determinations as to what symbols and warnings are appropriate as they determine. We are not in a position to expend significant resources to examine, question, or refute these actions.

In all of these circumstances and based on this experience, we anticipate that until such time as we may gain admission to the Bulletin Board market, we may face adverse actions by the BCSC (or possibly from other public or private source either in Canada or some other jurisdiction) or from other persons which may result in PinkSheets placing the "skull and cross bones caveat emptor" warning with respect to us and our Common Stock. We cannot assure you that in that event we will not incur other and more significant costs, difficulties, legal fees, and other consequences which may serve to materially and adversely impact our capabilities as a small, publicly-traded company.

We discovered on June 19, 2009 that the Vancouver Sun, a newspaper in Vancouver, published an article about us wherein it suggested that we have some relationship with Equity Alliance International. While we were distressed by the reporter who made these assertions and the implied adverse inferences that he presented, we do not have any relationship, agreements or understandings, oral or written, directly or indirectly with this entity.

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While we were distressed by the reporter who made these assertions and the implied adverse inferences that he presented, we do not have any relationship, agreements or understandings, oral or written, directly or indirectly with this entity.In this light we are entirely aware that as a small company with limited resources we may continue to be the target of adverse and damaging insults which will likely have a material adverse impact on our company and the trading market for our common stock. We are not certain as to why these actions are being taken against us and we cannot assure you that we will be able to effectively repair the damage that these comments will, if they occur, will have in the future.

Reassessment and New Business

As stated above and in 2005 and 2006 we generated revenues from our seminars and workshops, however in 2007, our management reassessed their business plans and in May 2008 we changed our corporate focus and elected new officers and directors with the result that we abandoned the business of offering travel and educational seminars and workshops.

On July 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.

On September 30, 2009, we declared a three (3) for four (4) stock dividend. (That is, three New Shares of our Common Stock were paid for every four Old Shares held.) The Record Date for payment of the dividend was later established as January 29, 2010.

Administrative and Operational Offices

We currently maintain a U.S. office at 1660 Hotel Circle North, Suite 207, San Diego, CA 92108-2808. The telephone number is (866) 955 4723. This facility is provided to us by our U.S. attorney.

Employees

We currently have two part-time employees each of whom are our officers and directors. We anticipate that, as circumstances and market conditions allow, we will likely hire additional staff as necessary.

Reports to Security Holders

The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 101 F Street, N.E

<Table of Contents> 17

Item 1A. Risk Factors

~~Our~~The ~~operations~~following ~~and~~important ~~our~~factors, ~~securities~~and ~~are~~the ~~subject~~important tofactors ~~a number of substantial risks, including those~~ described ~~below. If~~elsewhere ~~any~~in ofthis ~~these~~report or ~~other~~in ~~risks~~our ~~actually~~other ~~occur,~~filings ~~our~~with ~~business~~the SEC, ~~financial~~could ~~condition~~affect (and ~~operating~~in ~~results,~~some ascases ~~well~~have asaffected) ~~the~~our ~~trading~~results ~~price~~and orcould ~~value~~cause ofour ~~its~~results ~~securities~~to ~~could~~ be materially ~~adversely~~different ~~affected. No~~from ~~attempt~~estimates ~~has~~or ~~been~~expectations. Other ~~made to rank these~~ risks inand ~~the~~uncertainties ~~order~~may ofalso ~~their~~affect ~~likelihood~~our results or ~~potential~~operations ~~harm~~adversely. In The ~~addition~~following toand ~~those~~these ~~general~~other risks ~~enumerated~~could ~~elsewhere~~materially inand ~~the~~adversely ~~document,~~affect ~~any purchaser of~~ our ~~common~~business, ~~stock~~operations, ~~should~~results ~~also~~or ~~consider~~financial ~~the following risk factors:~~condition.

~~Our~~An ~~business~~investment ~~organization~~in ~~and~~the ~~existing~~Company ~~debt~~is ~~and~~highly ~~obligations~~speculative onin ~~our~~nature ~~balance~~and ~~sheet~~involves ~~all~~an ~~involve~~extremely ~~elements~~high degree of ~~substantial~~ risk. In ~~addition,~~A ~~our~~prospective ~~assets~~investor ~~(which~~should ~~primarily~~consider ~~and~~the ~~currently~~possibility ~~composed~~ of ~~wind sensors) and our future operations will likely be concentrated in a joint venture operating in~~ the ~~Republic~~loss of ~~Serbia.~~the Asinvestor's aentire ~~result,~~investment ~~many~~and ofevaluate ~~these~~all ~~risks~~information ~~arise~~about ~~from~~us ~~factors over which we will have little or no control. Some adverse events may be more likely than others~~ and the ~~consequence~~risk offactors ~~some~~discussed ~~adverse~~below ~~events may be greater than others. No attempt has been made to rank risks~~ in ~~the~~relation ~~order of their likelihood or potential harm. In addition~~ to ~~those~~his ~~general~~financial ~~risks~~circumstances ~~enumerated~~before ~~elsewhere,~~investing ~~any~~in ~~purchaser of our Common Stock should also consider the following factors.~~us

Risks Related to the Company's Operations

We are insolvent and we have zero dollars in total current assets compared to $210,356 in total current liabilities as of December 31, 2010.

We are insolvent. As of December 31, 2010, we had zero cash (and no other current assets) and we had total current liabilities of $210,356. The latter represents the total amount of debts and liabilities that we owed and which are due for payment within 12 months of December 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 $~~176~~68,~~596~~393 in net losses during the year ending December 31, ~~2009~~2010 and we$357,356 ~~anticipate~~in ~~that~~cumulative wenet ~~will~~losses ~~likely~~from ~~incur~~inception ~~losses~~to inDecember 31, 2010. asAs ~~well. We~~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 will be concentrated in Serbia; Serbia is not a member of the European Union.

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. Our current assets consist primarily of the wind sensors that we acquired in October 2008. Serbia is not a member of the European Union and there can be no assurance that it will be admitted as a member of the European Union at any time in the near future. As a result, the legal, political, and financial environment of Serbia possesses significantly greater risks than that found within the European Union. In addition, our assets are invested in our joint venture with Notos, d.o.o. and Sirius Regulus, d.o.o. both of which are limited liability companies domiciled in the Republic of Serbia. While we believe that this is prudent and appropriate in our current circumstances, in the event that we are not successful, we will likely incur substantial and protracted losses since we lacks diversification and an investor who purchases our Common Stock may have no real ability to gain the return of their investment.

<Table of Contents> 18

Uncertainties & Lack of Revenues & Likelihood of Continued Uncertainty.

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

If we should generate any revenues, our revenues may be inconsistent or at a sufficient level, creating a liquidity risk

If we are successful in generating revenues, the level of any revenues may not be consistent or sufficient for extended periods, which can result in significant liquidity risk for the company.

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 December 31, 2009, an aggregate of $333,158 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; however, we have not determined how we will do so or the likelihood of any efforts to obtain any additional capital.

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~~2010 with respect to uncertainties concerning our ability to continue as a going concern.

IfOur weCommon ~~implement~~Stock ~~our~~is ~~business~~Subordinate ~~plan,~~to weExisting ~~will~~and ~~depend~~Future ~~on the availability of transmission lines with adequate capacity~~Debt.

IfAll weof ~~are~~our ~~successful~~common instock ~~implementing~~is ~~our~~and ~~business~~will ~~plan,~~remain ~~then~~subordinate ~~we expect~~ to ~~generally~~the ~~depend~~claims onof ~~electric~~our ~~transmission~~existing ~~lines owned~~ and ~~operated~~future bycreditors. ~~third~~As ~~parties~~of toDecember ~~deliver~~31, ~~the~~2010, ~~electricity~~ we ~~will~~had ~~sell. Our~~$210,356 ~~wind~~shown ~~energy~~as ~~projects~~total ~~may~~liabilities ~~have~~on ~~limited~~our ~~access~~balance ~~to interconnection and transmission capacity~~sheet. ~~While~~ weThese ~~anticipate~~existing ~~that~~claims wetogether ~~will~~with ~~resolve~~likely ~~any~~additional ofdebts, ~~these problems~~obligations, weand ~~may~~other ~~not~~commitments bethat ~~able~~we give to ~~secure~~others ~~access~~in to the ~~limited available interconnection or transmission capacity at reasonable systems upgrade cost~~future, orwill ~~at all. Since an agreement must~~ be insuperior ~~place~~to ~~before~~ any ~~construction~~rights orand ~~turbine~~interests ~~costs~~of ~~are~~our ~~incurred, this is a risk that we face~~stockholders.

~~<Table~~Control of ~~Contents>~~the 19Company is held by management.

IfOur wepresent ~~are~~directors ~~successful~~and inofficers ~~implementing~~hold the power to vote an aggregate of about 55% of our ~~business~~common ~~plan~~shares as of December 31, ~~business~~2010. As a result, any person who acquires our common shares will ~~depend~~likely onhave ~~locating~~little ~~and~~or ~~obtaining~~no ~~control~~ability ofto ~~suitable~~influence ~~operating~~or ~~sites~~control the Company.

Wind energy projects require wind conditions that are found in limited geographic areas and particular sites. Further, wind energy projects must be interconnected to electricity transmission or distribution networks in order to deliver electricity. Once we have identified a suitable operating site, our ability to obtain requisite land control or other land rights (including access rights, setback and/or other easements) with respect to the site is subject to growing competition from other wind energy producers that have sufficient financial capacity to research, locate and obtain control of such sites and to obtain required electrical interconnection rights. Our competitors may impede our development efforts by acquiring control of all or a portion of a project site we desire to develop or obtaining a right to use land necessary to connect a project site to a transmission or distribution network. If a competitor obtains land rights critical to our project development efforts, we could incur losses as a result of stranded development costs. If we succeed in securing the property rights necessary to construct and interconnect our projects, such property rights must be insurable and otherwise satisfactory to our financing counterparties. Obtaining adequate property rights may delay development of a project, or may not be feasible. Any failure to obtain insurable property rights that are satisfactory to our financing counterparties would preclude our ability to obtain third-~~party~~ ~~financing~~6 ~~and could prevent ongoing development and construction of the relevant projects.~~-

Our wind energy projects' use and enjoyment of real property rights obtained from third parties may be adversely affected by the rights of lien holders and lease holders whose rights are superior to those of the grantors of these real property rights

We anticipate that our planned wind energy site will be located on land occupied pursuant to various easements and leases. Our rights pursuant to these easements and leases allow us to install wind turbines, related equipment and transmission lines for the projects and to operate the projects. Under the laws of the Republic of Serbia, the ownership interests in the land subject to these easements and leases may be subject to mortgages securing loans or other liens (such as tax liens) and other easement and lease rights of third parties (such as leases of oil, gas, coal or other mineral rights) that were created prior to our easements and leases. As a result, our rights under these easements or leases may be subject and subordinate to the rights of such third parties.

A default by a landowner at a wind energy site could result in foreclosure of the landowner's property and thereby terminate any easements and leases that we obtain and which are required to operate the project. Similarly, it is possible that another lien holder, such as a government authority with a tax lien, could foreclose upon a parcel and take ownership and possession of the portion of the project located on that parcel. In addition, the rights of a third party pursuant to a superior lease could result in damage to or disturbance of the equipment at a project, or require relocation of project assets.

If our wind energy project were to suffer the loss of all or a portion of its wind turbines or related equipment as a result of a foreclosure by a mortgagee or other lien holder of a land parcel, or damage arising from the conduct of superior lease holders, our operations and revenues could be adversely affected.

<Table of Contents> 20

Development of wind projects is dependent on the availability of turbines and turbine financings

Wind energy projects require delivery and assembly of turbines. The prices of turbines and electrical and other equipment have increased in recent years and may continue to increase as the demand for such equipment increases more rapidly than supply, or if the prices of key components and raw materials used to build the equipment increase. We may encounter supply and/or logistical issues in securing turbines due to the limited number of turbine suppliers and current high demand for turbines. We may not be able to purchase a sufficient quantity of turbines from suppliers, and suppliers may give priority to other customers. Turbine suppliers may delay the performance of or be unable to meet contractual commitments, or components and equipment may be unavailable, which would have a material adverse effect on our business, financial condition and results of operations.

In addition, we expect to require third-party turbine supply loans or other financing for our turbine purchases, which account for the majority of the total cost of a wind energy project. An inability to obtain such financing on attractive terms in the future may preclude us from obtaining additional turbines, severely limiting our growth. Moreover, a significant increase in the cost of obtaining such financing could have a material adverse effect on the investment returns we may be able to achieve.

In addition, spare parts for wind turbines and key pieces of electrical equipment may be unavailable to us. If we were to experience a serial failure of any spare part we would incur delays in waiting for shipment of these items to the site.

We anticipate that if we can implement our business plan, and if we purchase turbines, we also enter into warranty agreements with the manufacturer. Damages payable by the manufacturer under these agreements are typically subject to an aggregate maximum cap that is a portion of the total purchase price of the turbines. Losses in excess of these caps will be our responsibility. Since our turbine warranties generally expire within a certain period of time after the turbine delivery date or the date such turbine is commissioned, we may lose all or a portion of the benefit of the warranties if we are unable to deploy turbines we have purchased upon delivery.

<Table of Contents> 21

The design, construction and operation of wind energy projects are highly regulated and the failure of being granted operating and construction permits could materially adversely affect our business, financial condition and results of operations

While we are optimistic that we are positioned to implement our business plan in the Republic of Serbia, we anticipate that the design, construction and operation of any wind energy project is and likely will remain a highly regulated activity requiring various material governmental and regulatory approvals and permits initially and on a continuing basis. Procedures for the granting of operating and construction permits vary by jurisdiction and certain jurisdictions may deny requests for permits for a variety of reasons. Further, we may not be able to renew construction and operating permits when required. Failure to procure and maintain the necessary permits may prevent ongoing development, construction and continuing operation of our projects. In addition, in some circumstances we may have to commence construction prior to obtaining all required permits, which exposes us to the risk that we may subsequently be unable to secure all of the permits required to complete the project. If this were to occur, we could experience considerable losses as a result of our prior investment.

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 December 31, 2009, we had $333,158 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.

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

There is a limited trading market for our ~~Common~~common ~~Shares~~shares, and there is no guarantee that a continuous liquid trading market will subsequently develop. All of our ~~Common~~common ~~Shares~~shares are traded only on the non-OTC Pink Sheets Market and there can be no assurance that the ~~Common~~common ~~Shares~~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 ~~with the Commission~~ 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 ~~two~~we ~~amendments~~have ~~thereto)~~filed ~~with~~an ~~the Commission~~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~~common ~~Shares~~shares on the Bulletin Board.

~~Control~~There may be conflicts of ~~our~~interest ~~Company~~between isour ~~held~~management byand our non-management stockholders.

~~Our~~Conflicts ~~present~~of ~~directors~~interest ~~and~~create ~~officers~~the ~~hold~~risk ~~the~~that ~~power~~management tomay ~~vote~~have an ~~aggregate~~incentive ofto ~~about~~act ~~38%~~adversely ofto ~~our~~the ~~Common~~interests ~~Shares~~of asthe stockholders of ~~December~~the ~~30, 2009~~Company. As A aconflict ~~result,~~of ~~any~~interest ~~person~~may ~~who~~arise ~~acquires~~between our ~~Common~~management's ~~Shares~~personal ~~will~~pecuniary ~~likely~~interest ~~have~~and ~~little~~its orfiduciary noduty ~~ability~~ to ~~influence~~our ~~or control the Company~~stockholders.

~~<Table~~In addition, our management is currently involved with other blank check companies, and in the pursuit of ~~Contents>~~business 22combinations, conflicts with such other blank check companies with which it is, 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 entitled to proceed with the proposed transaction.

WeOur ~~face~~business ~~intense~~is ~~competition~~difficult ~~and~~to weevaluate ~~are~~because ~~likely~~we tohave ~~face~~no ~~continued~~recent ~~competition~~operating ~~in the future~~history.

~~Currently,~~As ~~all~~the ofCompany ~~the~~has ~~electricity~~no ~~generated~~recent inoperating ~~the~~history ~~Republic~~or ofrevenue ~~Serbia~~and only minimal assets, there is ~~generated~~a byrisk ~~Elektroprivreda~~that ~~Srbije~~we ~~(or~~will ~~"EPS")~~be ~~which~~unable ~~holds~~to acontinue ~~monopoly~~as ona ~~generation,~~going ~~distribution,~~concern and ~~sale~~consummate ofa ~~electricity~~business ~~in Serbia~~combination. ~~While~~ weThe ~~believe~~Company ~~that~~has ~~the~~had ~~legal,~~no ~~political,~~recent ~~and~~operating ~~economic~~history ~~environment~~nor inany ~~Serbia~~revenues ~~has~~or ~~changed~~earnings ~~with~~from ~~the~~operations ~~result~~since ~~that~~inception. ~~there~~We ~~are~~have ~~valuable~~no ~~opportunities~~significant ~~for~~assets usor ~~and~~financial ~~our~~resources. ~~partners~~We will, in ~~the~~all ~~Serbian~~likelihood, ~~Joint~~sustain ~~Venture,~~operating ~~there~~expenses ~~can~~without becorresponding norevenues, ~~assurance~~at ~~that~~least until the ~~extent~~consummation of ~~the~~a ~~change~~business ~~will~~combination. ~~not~~This bemay ~~far~~result ~~less~~in ~~than~~ our ~~current~~incurring ~~perceptions.~~a Asnet aoperating ~~result,~~loss wethat ~~may~~will ~~encounter~~increase ~~adverse~~continuously ~~legal,~~until ~~political,~~we ~~and~~can ~~economic~~consummate ~~barriers~~a ~~that~~business ~~could~~combination ~~lead~~with toa ~~significant~~profitable ~~and~~business ~~protracted~~opportunity. ~~losses~~We ~~with~~cannot ~~the~~assure ~~result~~you that ~~any~~we ~~person~~can ~~who~~identify ~~acquires~~a ~~our~~suitable ~~Common~~business ~~Stock~~opportunity ~~could~~and ~~lose~~consummate ~~all~~a orbusiness ~~substantially all of their investment~~combination.

IfThere weis ~~are~~competition ~~successful,~~for ~~our~~those ~~anticipated~~private ~~wind~~companies ~~energy~~suitable ~~project~~for ~~revenues~~a ~~will~~merger ~~likely~~transaction beof ~~highly~~the ~~dependent~~type oncontemplated ~~suitable~~by ~~wind and associated weather conditions~~management.

WeThe ~~anticipate~~Company ~~that~~is ~~our~~in ~~anticipated~~a ~~wind~~highly ~~energy~~competitive ~~and~~market ~~revenues~~for ~~generated~~a atsmall number of business opportunities which could reduce the ~~planned~~likelihood ~~Belo~~of ~~Blato~~consummating ~~wind~~a ~~energy~~successful ~~project~~business combination. We are and will continue to be ~~highly~~an ~~dependent~~insignificant onparticipant ~~climatic~~in ~~conditions,~~the ~~particularly~~business ~~wind~~of ~~conditions~~seeking mergers with, ~~which~~joint ~~are~~ventures ~~variable~~with and ~~difficult~~acquisitions toof ~~predict~~small private and public entities. ~~Turbines~~A ~~will~~large ~~only~~number ~~operate~~of ~~within~~established ~~certain~~and ~~wind~~well-financed ~~speed~~entities, ~~ranges~~including ~~that~~small ~~vary~~public bycompanies ~~turbine~~and ~~model~~venture capital firms, are active in mergers and ~~manufacturer~~acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and ~~there~~managerial iscapabilities nothan ~~assurance~~we ~~that~~do; ~~the~~consequently, ~~wind~~we ~~resource~~will be at ~~any~~a ~~given~~competitive ~~project~~disadvantage ~~site~~in ~~will~~identifying ~~fall~~possible ~~within~~business ~~such~~opportunities ~~specifications~~and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

~~While~~Future wesuccess ~~believe~~is ~~that~~highly ~~the~~dependent ~~quality of the Belo Blato wind resources at the site are sufficient, we have not obtained any third party evaluation. We anticipate that our investment decisions will not be made~~ on the ~~basis~~ability of ~~any~~management ~~third party review or evaluation. We plan~~ to ~~use~~locate ~~the wind data that we gather to develop projections of the wind energy project's performance, revenue generation, operating profit, debt capacity, tax equity capacity~~ and ~~return~~attract ~~on investment, which are fundamental elements of our business planning. Wind resource projections at the start of commercial operations can also have~~ a ~~significant~~suitable ~~impact on the amount of third-party capital that we can raise, including the expected contributions by tax equity investors~~acquisition. However, actual climatic conditions at a project site, particularly wind conditions, may not conform to the findings of these wind studies, and, therefore, our wind energy projects may not meet anticipated production levels, which could adversely affect our forecasted profitability. In addition, global climate change could change existing wind patterns; such effects are impossible to predict.

~~Volatile~~The ~~natural~~nature ~~gas~~of ~~prices~~our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity. While management intends to seek business combination(s) with entities having established operating histories, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, the success of our operations may ~~adversely~~be ~~impact~~dependent upon management of the ~~market~~successor ~~price~~firm ~~for~~or ~~electricity~~venture partner firm and numerous other factors beyond our control.

Natural gas is one of the major sources of energy for the generation of electricity in Europe and in the Republic of Serbia. The price for natural gas has been very volatile in recent months and years, with temporary highs in June-~~July~~ of7 2008 that were four times the prices in January 2002. Since June 2009 through February 2010, the prices for natural gas used in electricity generation have fallen back to levels seen in December 2007 and January 2008. It is not possible to reliably predict what the price behavior for natural gas will be in the future. If prices continue to fall, they will adversely impact the economics for wind power, since natural gas-based generation is one of the chief competitors to wind energy. While there can be no assurance, in the long term we expect that the continuing need to control greenhouse gas emissions, and the fact that all fossil fuels are a finite resource, will allow wind power to continue to compete favorably with natural gas.

~~<Table~~The ofCompany ~~Contents>~~has 23no existing agreement for a business combination or other transaction.

AWe ~~sustained~~have ~~decline~~no arrangement, agreement or understanding with respect to engaging in ~~market~~a ~~prices~~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 ~~electricity~~evaluation. ~~may~~We ~~materially~~cannot ~~adversely~~guarantee ~~affect~~that ~~our~~we ~~revenues~~will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the ~~growth~~purchase of our shares will not be invested in a company with active business operations.

WeManagement ~~may~~intends ~~not be able~~ to ~~develop~~devote oronly ~~operate our pipeline of development projects economically if there is~~ a ~~sustained~~limited ~~material~~amount decline in market prices for electricity. Electricity prices are affected by various factors and may decline for many reasons that are not within our control, including changes in the cost or availability of ~~fuel,~~time regulation and acts of governments and regulators, changes in supply of generation capacity, changes in power transmission or fuel transportation capacity, seasonality, weather conditions and changes in demand for electricity. In addition, other power generators may develop alternative technologies to ~~produce~~seeking power, including fuel cells; clean coal and coal gasification; micro turbines; photovoltaic (solar) cells or tidal current based generators, or improve upon traditional technologies and equipment, such as more efficient gas turbines or nuclear or coal power plants with simplified and safer designs, among others. Advances in these or other technologies could cause a ~~sustained~~target ~~decline~~company inwhich ~~market prices for electricity. If there is a sustained decline in the market prices of electricity, we~~ may ~~not~~adversely ~~develop~~impact ~~and construct~~ our ~~pipeline~~ability ~~of development projects and grow our business, and/or we may not be able~~ to ~~operate~~identify ~~completed projects economically, which would have~~ a ~~material~~suitable ~~adverse~~acquisition ~~effect on our revenues~~candidate.

While weseeking ~~will~~a ~~explore~~business ~~the~~combination, ~~viability~~management ofanticipates ~~hedging~~devoting ~~against~~no ~~the~~more ~~possible~~than ~~drop~~a offew ~~local~~hours ~~electricity~~per ~~prices,~~week into ~~our~~the ~~anticipated~~Company's ~~spot~~affairs ~~market~~in ~~solid~~total. ~~hedging~~Our ~~instruments~~officer ~~(with~~has ~~high~~not ~~correlations~~entered tointo ~~the~~a ~~local~~written ~~power~~employment ~~market~~agreement ~~price~~with ~~histories)~~us ~~may~~and is not beexpected ~~available,~~to ~~which~~do ~~would~~so ~~represent~~in anthe ~~overall~~foreseeable ~~risk~~future. toThis ~~the~~limited ~~success~~commitment ofmay ~~the~~adversely ~~business~~impact ~~model,~~our ~~and~~ability isto aidentify ~~possible~~and ~~barrier~~consummate toa ~~achieving~~successful ~~project~~business ~~financing~~combination.

The ~~continuing~~time ~~recession in Europe~~ and incost ~~the~~of ~~Republic~~preparing ofa ~~Serbia~~private ~~will~~company ~~adversely~~to ~~affect~~become ~~the~~a ~~price~~public ofreporting ~~electricity~~company inmay ~~the~~preclude ~~near~~us ~~term~~from ~~which~~entering ~~could~~into ~~result~~a inmerger ~~reducing~~or ~~our~~acquisition ~~ability~~with tothe ~~raise~~most ~~additional~~attractive ~~capital~~private companies.

AsTarget ~~Europe~~companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the ~~Republic~~Exchange ofAct ~~Serbia~~require ~~continue~~reporting incompanies ~~recession,~~to ~~all~~provide ~~prices~~certain ininformation ~~the~~about ~~economy~~significant acquisitions, including certified financial statements for the ~~price~~company ofacquired, ~~electricity~~covering one, ~~will~~two, ~~experience~~or ~~downward~~three ~~pressure. To~~years, depending on the ~~extent~~relative size of the acquisition. The time and additional costs that ~~this~~may ~~recession~~be ~~continues,~~incurred itby ~~will~~some ~~likely~~target ~~reduce~~entities ~~our~~to ~~ability~~prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to ~~raise~~obtain ~~additional~~the ~~capital~~required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~Since~~The weCompany ~~are dependent upon our management, we~~ may ~~incur~~be ~~losses~~subject ifto wefurther ~~lose~~government ~~one~~regulation orwhich ~~more~~would ~~members~~adversely ofaffect ~~management;~~our ~~and we have no "key man" insurance on any management and no plans to obtain any such insurance~~operations.

WeAlthough ~~believe~~we ~~that our success~~ will ~~depend,~~be subject to athe ~~significant~~reporting ~~extent,~~requirements onunder the ~~efforts~~Exchange ~~and abilities of Peter Gilcud and Jesse M. De Castro~~Act, ~~our~~management ~~sole~~believes ~~corporate~~we ~~officers.~~will Wenot ~~have~~be nosubject ~~present plans~~ to ~~obtain~~regulation ~~key~~under ~~man~~the ~~life~~Investment ~~insurance~~Company onAct ~~the life~~ of ~~Jesse~~1940, M.as ~~De Castro~~amended or(the ~~Peter~~“Investment ~~Gilcud~~Company ~~and~~Act”), itsince ~~is unlikely that~~ we will ~~obtain~~not ~~any~~be ~~such~~engaged ~~insurance~~ in the ~~future. In~~business ~~the event that either~~ of ~~them~~investing ~~are~~or ~~unable~~trading toin ~~perform their duties, our business may be adversely impacted~~securities. ~~Both~~If ~~Mr.~~we ~~Gilcud~~engage ~~and~~in ~~Mr.~~business ~~De Castro~~combinations ~~have~~which ~~other~~result ~~full-time~~in ~~employment~~our ~~and~~holding ~~are~~passive ~~only~~investment ~~able~~interests toin ~~devote~~ a ~~limited~~number ~~amount~~ of ~~time~~entities, towe ~~the~~could ~~Company's~~be ~~affairs.~~subject Asto aregulation ~~result,~~under the ~~management~~Investment ~~of the~~ Company isAct. ~~limited~~If ~~and~~so, ~~they~~we ~~are~~would ~~not~~be ~~able~~required to ~~devote~~register ~~the~~as ~~time~~an ~~and~~investment ~~attention~~company toand ~~evaluating~~could ~~matters~~be ~~that~~expected ~~may~~to ~~have~~incur a significant ~~impact~~registration onand ~~the~~compliance ~~Company~~costs. IfWe wehave ~~grow,~~obtained weno ~~will~~formal ~~need~~determination tofrom ~~hire~~the ~~additional~~SEC ~~management~~as ~~and~~to our ~~ability~~status tounder ~~employ~~the ~~suitable~~Investment ~~management~~Company atAct ~~an acceptable cost~~and, ~~in light of our limited financial resources~~consequently, ~~can~~violation ~~not be assured. The loss~~ of the ~~services~~Investment ofCompany ~~Mr.~~Act ~~Gilcud or Mr. De Castro~~ could ~~have~~subject ~~a material and continuing adverse effect on~~ us. ~~Our success also depends upon our ability~~ to ~~attract~~material ~~and~~adverse ~~retain qualified employees~~consequences. ~~Hiring to meet our anticipated operations will require that we assimilate four new employees during a relatively short period of time.~~

~~<Table~~Any ofpotential ~~Contents>~~acquisition 24or merger with a foreign company may subject us to additional risks.

WeIf ~~have~~we ~~not~~enter ~~obtained~~into ~~any~~a ~~independent~~business ~~evaluation~~combination ofwith a foreign concern, we will be subject to risks inherent in business ~~strategy~~operations ~~which~~outside ~~may~~of ~~cause~~the usUnited States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to ~~underestimate~~shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the ~~difficulties~~United ~~that~~States weeconomy ~~face~~in growth of gross national product, rate of inflation, market development, rate of savings, and ~~fail~~capital toinvestment, ~~take~~resource ~~appropriate~~self-sufficiency ~~action~~and tobalance ~~avoid~~of ~~losses~~payments positions, and in other respects.

WeOur ~~have~~stock ~~not~~price ~~obtained~~is ~~any~~likely ~~independent~~to ~~evaluation of our s Business Plan and our proposed business strategy. There can~~ be nohighly ~~assurance~~volatile ~~that~~because ~~our~~of ~~plans~~several ~~or proposed strategy will generate any revenues~~factors, orincluding ~~if revenues can be generated, that they can be generated at~~ a ~~level~~limited topublic ~~achieve or maintain profitability, positive cash flow or both~~float. ~~As a result, we may have underestimated the difficulties, costs, and barriers that we face which may cause us to incur significant losses in the future.~~

~~Our~~The ~~management~~market price of our stock is likely to be highly volatile because there has nobeen ~~experience~~a inrelatively 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 ~~renewable~~market's ~~wind~~adverse ~~energy~~reaction ~~business~~to volatility.

~~Neither~~- ~~Mr.~~8 Gilcud nor Mr. De Castro have any in renewable energy systems. As a result, we may be facing problems of unknown duration and magnitude such that investors should be prepared to lose their entire investment.-

WeOther ~~anticipate~~factors that wecould ~~will~~cause ~~need~~such tovolatility ~~raise~~may ~~significant~~include, ~~additional~~among ~~capital~~other ~~in the future to meet the needs of our business and repay existing debt and we cannot assure you that we can raise this capital.~~things:

~~Our~~ ~~success~~announcements ~~will~~concerning ~~be dependent upon~~ our ~~ability to raise approximately $7~~strategy,200,000 in additional capital on favorable terms and otherwise our ability to meet anticipated monthly cash funding requirements of $60,000. We have received no commitment from any underwriter or other source of capital that any additional capital will be provided to us. If we are not successful in raising the additional capital, we will likely be unable to build the wind farm and, as a result, incur additional losses thereby. There can be no assurance that we will be successful in completing any needed transaction or in obtaining any additional financing. And if any such transaction or financing is completed, there can be no guarantee that it can be completed on terms that are reasonable in light of our current circumstances.

~~<Table~~ oflitigation; ~~Contents> 25~~and

We ~~have~~general nomarket ~~plans to pay any dividends on our Common Stock~~conditions.

~~The~~Because ~~date~~our ofcommon ~~January~~stock ~~29,~~is ~~2010~~considered ~~was~~a ~~set~~"penny ~~as the Record Date for the~~ stock" ~~dividend~~any ofinvestment ~~three~~in ~~(3)~~our ~~New~~common ~~Shares for every four (4) Old Shares held as of the Record Date. And while we believed that the~~ stock ~~dividend~~is ~~served~~considered to ~~support~~be ~~our~~a ~~stockholders,~~high-risk weinvestment doand ~~not~~is ~~anticipate~~subject ~~that~~to werestrictions ~~will pay any cash dividends~~ on ~~our Common Stock at any time in the foreseeable future~~marketability.

WeOur ~~have~~common ~~financed~~stock ~~the~~is ~~Company~~currently intraded ~~part~~on bythe ~~issuing~~OTC ~~promissory~~Pink ~~notes~~Sheets toand ~~Jesse~~is Mconsidered a "penny stock." ~~De Castro~~The OTC Pink Sheets is generally regarded as a less efficient trading market than the NASDAQ Capital Market.

WeThe ~~have~~SEC ~~issued~~has ~~unsecured~~adopted ~~promissory~~rules ~~notes~~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 ~~Jesse~~transactions Min such securities is provided by the exchange or system). ~~De Castro~~The penny stock rules require a broker-dealer, ~~our~~prior ~~Chief~~to ~~Financial~~a ~~Officer~~transaction in a penny stock not otherwise exempt from those rules, ~~Secretary~~to deliver a standardized risk disclosure document prepared by the SEC, ~~Treasurer~~which specifies information about penny stocks and ~~Director~~the nature and significance of risks of the ~~Company~~penny instock ~~consideration~~market. ofThe ~~our~~broker-dealer ~~receipt~~also ofmust ~~needed~~provide ~~cash~~the ~~investments~~customer ~~from~~with ~~him. While~~bid ~~each~~and offer quotations for the penny stock, the compensation of ~~these~~the ~~promissory~~broker-dealer ~~notes~~and ~~may~~any besalesperson ~~prepaid~~in ~~without~~the ~~penalty~~transaction, and ~~carry~~monthly anaccount ~~interest~~statements ~~rate~~indicating the market value of 7%each penny stock held in the customer's account. In addition, ~~these~~the ~~financial~~penny ~~obligations~~stock ~~are~~rules ~~significant~~require that, prior to a transaction in ~~light~~a ofpenny ~~our~~stock ~~existing~~not ~~limited~~otherwise ~~assets~~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. ~~All~~These ofdisclosure ~~these~~requirements ~~Notes~~may have ~~been~~the ~~extended,~~effect byof ~~oral~~reducing ~~agreements,~~the ~~for~~trading ~~one~~activity ~~additional~~in ~~year~~the ~~past~~secondary ~~their~~market ~~existing~~for ~~maturity~~our ~~dates~~common stock.

WeSince ~~issued~~our acommon ~~secured~~stock ~~promissory~~is ~~note~~subject to ~~purchase~~the regulations applicable to penny stocks, the market liquidity for our ~~wind~~common ~~sensors~~stock ~~which~~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 ~~secured~~no byassurance ~~them~~our common stock will be quoted on NASDAQ or the NYSE or listed on any exchange, even if eligible.

We The ~~issued~~Company amay ~~secured~~be ~~Promissory~~subject ~~Note~~ to ~~Seal~~certain ~~Commercial,~~tax ~~S.A.~~consequences in ~~connection with~~ our ~~purchase of wind sensors (meteorological towers used to measure wind velocity). The secured promissory note was issued on September 25~~business, ~~2009~~which ~~and is secured by the wind sensors. While the promissory note~~ may beincrease ~~prepaid without penalty at any time and carries a 7% interest rate and all accrued and unpaid interest and principal are due on September 25, 2009, substantially all of~~ our ~~assets~~cost ~~serve as collateral for this promissory note. However, the maturity date~~ of ~~this~~doing ~~Note was extended to March 2011~~business.

We ~~face~~may ~~continuing~~not ~~conflicts~~be ofable ~~interest~~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 ~~assure~~guarantee ~~you~~that the business combination will meet the statutory requirements of a tax-free reorganization or that wethe parties will beobtain ~~successful~~the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in ~~resolving~~the ~~existing~~imposition of both federal and ~~future~~state ~~conflicts~~taxes ofthat ~~interest~~may have an adverse effect on both parties to the transaction.

WeOur ~~have~~business ~~issued~~will ~~several~~have ~~promissory~~no ~~notes~~revenues tounless ~~Jesse M. De Castro, our Chief Financial Officer, Secretary, Treasurer~~ and ~~Director~~until ~~of the Company and~~ we ~~have~~merge ~~entered~~with ~~into~~or acquire an ~~employment~~operating ~~agreement with him~~business.

AWe ~~conflict~~are ~~of interest arises whenever~~ a ~~party~~development ~~has~~stage ancompany ~~interest~~and ~~in both sides of a transaction. We anticipate that we will likely~~ have ~~transactions~~had ~~with~~no ~~one~~revenues orfrom ~~more persons where a conflict of interest can be said to exist~~operations. ~~Further,~~ ~~while~~We wemay ~~believe~~not ~~that~~realize ~~these~~any ~~transactions~~revenues ~~were~~unless ~~fair to the Company~~ and ~~were~~until entered into on terms that would be substantially no different than the terms that the Company would obtain if it had entered into the same or similar transactions with a third party, there can be no assurance that we ~~have~~successfully ~~been~~merge ~~successful in resolving the conflicts of interest associated~~ with ~~each of these transactions~~ or ~~that~~acquire wean ~~will~~operating ~~be successful in resolving conflicts of interest in the future~~business.

~~<Table~~- of9 ~~Contents> 26~~-

~~Technological~~The ~~changes~~Company inintends ~~the~~to ~~energy~~issue ~~industry~~more ~~could~~shares ~~render~~in ~~existing~~a ~~wind~~merger ~~energy~~or ~~projects~~acquisition, ~~and~~which ~~technologies~~will ~~uncompetitive~~result orin ~~obsolete~~substantial dilution.

~~The~~Our ~~energy~~Certificate ~~industry,~~of ~~and~~Incorporation ~~especially~~authorizes the ~~renewable~~issuance ~~energy~~of ~~industry~~a maximum of 200,000,000 shares isof ~~rapidly~~common ~~evolving~~stock. ~~and~~Any ismerger ~~highly~~or ~~competitive.~~acquisition ~~Technological~~effected ~~advances~~by us may result in ~~lower~~the ~~costs~~issuance ~~for~~of ~~sources~~additional ofsecurities ~~energy,~~without stockholder approval and may ~~render~~result ~~any~~in ~~wind~~substantial ~~energy~~dilution ~~project~~in ~~and~~the ~~technologies~~percentage ~~that~~of weour ~~develop~~common asstock ~~uncompetitive~~held orby ~~obsolete.~~our Inthen ~~general~~existing stockholders. Moreover, ~~wind~~the ~~parks~~common ~~have~~stock aissued ~~long~~in ~~life~~any ~~(generally~~such ~~about~~merger 20or ~~years),~~acquisition ~~and~~transaction ~~cannot~~may ~~easily,~~be valued on an arbitrary or ~~without~~non-arm’s-length ~~substantial~~basis ~~expense~~by our management, beresulting ~~upgraded~~in toan ~~new~~additional ~~turbine~~reduction ~~technology~~in the percentage of common stock held by our then existing stockholders. Our ~~inability~~Board orof ~~failure~~Directors has the power to ~~adopt~~issue ~~new~~any ~~technologies~~or asall ~~they~~of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are ~~developed~~issued ~~could~~in ~~have~~connection with a ~~material~~business ~~adverse~~combination ~~affect~~or otherwise, dilution to the interests of our ~~business,~~stockholders ~~financial~~will ~~condition~~occur and ~~results~~the rights of ~~operations~~the holders of common stock might be materially and adversely affected.

WeThe ~~are~~Company ~~not~~has ~~diversified~~conducted inno ~~our~~market ~~business~~research ~~and~~or ~~assets~~identification ~~and~~of webusiness ~~are~~opportunities, ~~not~~which ~~likely~~may affect our ability to ~~become~~identify ~~diversified~~a inbusiness ~~the~~to ~~future~~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 ~~proposed~~management has not identified any specific business ~~involving~~combination ~~the~~or ~~proposed~~other ~~operation~~transactions offor ~~wind~~formal ~~energy~~evaluation ~~generation~~by ~~and~~us, ~~distribution~~such ~~facilities~~that ~~located~~it inmay ~~the~~be ~~Republic~~expected that any such target business or transaction will present such a level of ~~Serbia~~risk ~~and~~that conventional private or public offerings of securities or conventional bank financing will not ~~provide~~be ~~any diversification~~available. If There is no assurance that we ~~are~~will ~~successful,~~be ~~all~~able ofto ~~our~~acquire a business ~~and~~opportunity ~~assets~~on terms favorable to us. Decisions as to which business opportunity to participate in will be ~~concentrated~~unilaterally inmade ~~the~~by ~~same~~our ~~industry~~management, ~~and~~which ~~remain~~may inact without the ~~Republic~~consent, vote or approval of ~~Serbia~~our stockholders.

~~Negative~~Because ~~public~~we ormay ~~community~~seek ~~response~~ to ~~wind~~complete ~~energy~~a ~~projects~~business ~~may~~combination ~~adversely~~through ~~affect~~a ~~our~~“reverse ~~ability~~merger”, following such a transaction we may not be able to ~~construct~~attract ~~our~~the ~~projects~~attention of major brokerage firms.

~~There~~Additional ~~has~~risks ~~been~~may ~~negative~~exist ~~public~~since ~~and/or~~we ~~community~~will ~~response~~assist toa ~~wind~~privately ~~energy~~held ~~projects~~business ~~in some parts of Europe and such factors may adversely affect our ability~~ to ~~construct~~become ~~our~~public ~~planned~~through ~~project~~a in“reverse ~~the~~merger.” ~~Republic~~Securities analysts of ~~Serbia.~~major Inbrokerage ~~addition,~~firms ~~legal challenges~~ may ~~result~~not inprovide ancoverage ~~injunction~~of ~~against~~our ~~construction~~Company orsince ~~operation,~~there ~~impeding~~is ~~our~~no ~~ability~~incentive to ~~place~~brokerage ~~projects~~firms into ~~operation~~recommend ~~according~~the topurchase ~~schedule,~~of ~~meet~~ our ~~development~~common ~~and~~stock. ~~construction~~No ~~targets~~assurance orcan ~~generate~~be ~~revenues.~~given Anthat ~~increase~~brokerage infirms ~~opposition~~will want to ~~the~~conduct ~~granting~~any ofsecondary ~~permits~~offerings oron ~~unfavorable~~behalf ~~outcomes~~ of ~~such~~our ~~challenges~~post-merger ~~could~~company ~~materially~~in ~~and~~the ~~adversely affect our development plans~~future.

IfWe wecannot ~~are~~assure ~~successful~~you inthat ~~raising~~following ~~additional~~a ~~capital~~business combination with an operating business, our ~~existing~~common ~~stockholders~~stock will ~~incur~~be ~~significant~~listed ~~dilution~~on NASDAQ or any other securities exchange.

IfFollowing a business combination, we ~~are~~may ~~successful~~seek inthe ~~raising~~listing ~~additional~~of ~~funds,~~our wecommon ~~will~~stock ~~likely~~on ~~significantly~~NASDAQ ~~dilute~~or ~~our~~the ~~existing~~American ~~stockholders~~Stock Exchange. ~~While~~ ~~there~~However, ~~can~~we becannot noassure ~~guarantee~~you that following such a transaction, we will be ~~successful~~able into ~~raising~~meet ~~additional~~the ~~capital~~initial (listing standards of either of those or ifany weother ~~are~~stock ~~successful~~exchange, or that itwe ~~can~~will be ~~raised~~able onto ~~terms~~maintain ~~that~~a ~~are~~listing ~~reasonable~~of inour ~~light~~common stock on either of ~~our~~those ~~current~~or ~~circumstances)~~any other stock exchange. After completing a business combination, ifuntil our common stock is listed on the NASDAQ or another stock exchange, we ~~are~~expect ~~successful~~that inour ~~obtaining~~common ~~any~~stock ~~additional~~would ~~capital~~be eligible to trade on the OTC Bulletin Board, ~~existing~~another over-the-counter quotation system, or on the “pink sheets,” where our stockholders may ~~incur~~find ~~significant~~it ~~dilution~~more ~~that~~difficult to dispose of shares or obtain accurate quotations as to the market value of our common stock. In addition, we would ~~permanently~~be ~~reduce~~subject ~~their~~to ~~percentage~~an ~~interest~~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 ~~Company~~rule to persons other than established customers and ~~their~~accredited ~~ability~~investors. toConsequently, ~~influence~~such rule may deter broker-dealers from recommending or ~~control~~selling our ~~affairs~~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.

~~The~~There ~~market~~is ~~price~~no ofpublic ~~our~~market ~~Common~~for ~~Stock~~our ~~may~~common bestock, ~~adversely~~nor ~~impacted~~have bywe ~~stockholders~~ever ~~who~~paid ~~publicly~~dividends ~~re-sell~~on ~~their~~our ~~restricted~~common stock ~~pursuant to Rule 144~~.

AsThere ofis ~~December31,~~no ~~2009~~public wetrading ~~had~~market ~~10,000,000~~for ~~shares (17,500,00 shares after the January 29 2010 dividend) of~~ our ~~Common~~common ~~Stock~~stock ~~outstanding~~and asnone ~~"restricted~~is ~~securities"~~expected ~~which~~to ~~may~~develop ~~be sold only~~ in ~~compliance~~the ~~with~~foreseeable ~~Rule~~future ~~144~~unless ~~adopted~~and ~~under~~until the ~~Securities~~Company ~~Act~~completes ofa ~~1933~~business ~~(the~~combination ~~"1933~~with ~~Act")~~an oroperating ~~other~~business ~~applicable exemptions from registration. In general,~~ and ~~the~~such ~~revised~~business ~~Rule~~files ~~144~~a ~~(as~~registration ~~revised~~statement byunder the Securities ~~and~~Act. ~~Exchange Commission effective February 15~~Additionally, ~~2008),~~we ahave ~~person~~never ~~who~~paid isdividends ~~not~~on anour ~~"affiliate"~~common ~~(as~~stock ~~defined~~and bydo ~~Rule~~not ~~144(a)(1))~~presently ofintend ~~the Company is required~~ to ~~hold~~pay ~~restricted~~any ~~securities~~dividends ~~for~~in ~~a period of one year from~~ the ~~date~~foreseeable atfuture. ~~which~~We ~~the~~anticipate ~~securities were acquired. After~~ that ~~date,~~any ~~the~~funds ~~restricted~~available ~~securities~~for ~~legend~~payment ~~may~~of bedividends ~~removed~~will ~~and the securities may~~ be ~~publicly~~ re-~~sold.~~invested Ininto ~~that light, possible or actual sales of~~ the Company's ~~Common~~to ~~Stock~~further byits ~~present~~business ~~shareholders under Rule 144 may have a depressive effect on the price of our Common Stock if any liquid trading market develops~~strategy.

~~<Table~~- of10 ~~Contents> 27~~-

Our Stock is a "Penny Stock" which serves to limit its retail trading market.

Trading in our Common Stock is limited. Consequently, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our Common Stock. In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated under the Securities Exchange Act of 1934 for non-NASDAQ and non-exchange listed securities. Under such rules, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock.

The Commission has adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules.

In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving a penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale.

Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and, if the broker/dealer is the sole market maker, the broker/dealer must disclose this fact and its control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets has been in operation for at least three years ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor, and (iii) transactions that are not recommended by the broker/dealer. In addition, transactions in a NASDAQ security directly with the NASDAQ market maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives. The Company's securities are subject to the above rules on penny stocks and the market liquidity for the Company's securities could be severely affected by limiting the ability of broker/dealers to sell the Company's securities.

<Table of Contents> 28

Our planned operations will be located in a foreign country.

All of our property interests and all of our operations are to be initially concentrated in the Republic of Serbia. The risk of doing business in a foreign country could adversely affect our results of operations and financial condition. 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 our future cash flows, earnings, results of operations and financial condition. These risks include the following:

· prevalence of various diseases; · 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; · electricity policies; · 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 or limitations on ownership; · institution of laws requiring repatriation of earnings; · increased financial costs; · import and export regulations; and · establishment of foreign exchange regulations.

Any such changes may affect our planned operations and ability to undertake efforts to implement our business plans in respect of present and future properties in the manner currently contemplated, as well as its ability to explore and eventually develop and operate alternative energy properties in which we have an interest Certain changes could result in the confiscation of property by nationalization or expropriation without fair compensation. We have no plans to diversify our short-term planned operations or business to any other country and we do not anticipate that we will diversify our operations or business outside of the Republic of Serbia at any time in the foreseeable future.

<Table of Contents> 29

We will need to obtain and maintain governmental permits and licenses.

If we can raise the projected $7.2 million in additional capital and if we are able to successfully implement our business plan, our current and 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 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 at economically justifiable costs. Further, our planned activities in the Republic of Serbia are subject to initial and continuing government approvals. In all such cases such approvals are, as a practical matter, subject to the discretion of the government of the Republic of Serbia or governmental officials. No assurance can be given that we will be successful in maintaining or 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. In the event of any adverse governmental action against our Company or the permits, licenses, and approvals that we currently hold, we may incur protracted and significant losses which could result in the total loss of the value of our Common Stock. For these and other reasons, a purchaser of our Common Stock must be prepared to accept the total loss of their investment.

If we are able to implement our business plan, we will be exposed to foreign currency exchange rate risks.

If we can raise the projected $7.2 million in additional capital and if we are able to successfully implement our business plan, our planned revenues will be generated in the form of Serbian Dinars. If applicable currency exchange rates fluctuate, our revenues and results of operations may be materially and adversely affected. We anticipate that we will also incur a significant amount of our expenses payable in Serbian Dinars. As a result of the required utilization of the Serbian Dinar, our financial performance is affected by fluctuations in the value of the Republic of Serbia Dinar to the U.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.

<Table of Contents> 30

We have only two officers and directors and we remain dependent upon them both of whom are only part-time employees.

Our success depends to a great extent upon the continued successful performance of Mr. Peter Gilcud and Mr. Jesse M. De Castro, both of whom are only part-time employees. If Mr. Gilcud or Mr. De Castro are unable to perform their duties for any reason, our ability to implement our business plan will be materially adversely effected. We do not have a key man life insurance policy on the life of Mr. Gilcud or Mr. De Castro and we have no plans to acquire any key man life insurance in the future.

Investors have a limited ability to enforce civil liabilities.

Substantially all our assets are located outside of the United States, and certain of our directors and officers are resident outside of the United States. As a result, it may be difficult or impossible to enforce judgments granted by a court in the United States against our assets or our directors and officers residing outside of the United States.

We rely upon the internal controls that we have developed

Effective internal controls are necessary 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 have in the past discovered, and may in the future discover, areas of our internal controls that need improvement. Any failure to implement required new or improved controls, or 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 effect on the trading price of our stock.

We face continuing compliance challenges imposed on us by Sarbanes Oxley and this may hinder our ability to attract and retain qualified officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in 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 responsibility, to provide 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. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, 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 n a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived 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 limited internal and external resources to devote to maintaining SOX 404 compliance and there can be no assurance that we can maintain compliance. 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.

<Table of Contents> 31

Item 1B. Unresolved Staff Comments

None

Item 2. Properties

WeThe ~~currently~~Company doneither ~~not~~rents ~~own~~nor owns any ~~real estate~~properties. We doThe ~~maintain~~Company anutilizes the office inspace ~~the~~and ~~United~~equipment ~~States~~of asits asole ~~courtesy~~officer ofand ~~our~~director Uat no cost.S. ~~legal~~Management ~~counsel~~estimates such amounts to be immaterial. The ~~office~~Company iscurrently ~~provided~~has ~~rent-free~~no ~~and~~policy iswith ~~located~~respect atto ~~1660~~investments ~~Hotel~~or ~~Circle~~interests ~~North~~in real estate, ~~Suite~~real ~~207~~estate mortgages or securities of, ~~San~~or ~~Diego~~interests in, ~~California~~persons ~~92108~~primarily engaged in real estate activities.

Item 3. Legal Proceedings

We are not a party to any current or pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations, or financial condition, and nowe ~~such~~are ~~proceedings~~not aware of any threatened or contemplated proceeding by any governmental authority against us. To our knowledge, we are ~~known~~not a party to beany threatened civil or ~~contemplated~~criminal action or investigation.

Item 4. ~~Submission~~(Removed ofand ~~Matters to a Vote of Security Holders~~Reserved).

~~None~~- 11 -

<Table of Contents> 32

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information: Our common stock is listed for trading with a trading symbol "GSAE" on the "Pink Sheets" market, a quotation service that displays sale prices, and volume information for transactions with market makers in over-the-counter ("OTC") equity securities. All such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained.

Based on information obtained from the Pink Sheets, the high and low bid quotations for the common stock for each of the quarters of our fiscal years ended December 31, ~~2008,~~2009 and December 31, ~~2009~~2010 are set forth in the table below:

	Price Range
	High($)	Low($)
Quarter ended 12/31/07 (1)	N/A	N/A
Quarter ended 3/31/08	$ N/A	$ N/A
Quarter ended 6/30/08	$ N/A	$ N/A
Quarter ended 9/30/08	$4.00	$1.50
Quarter ended 12/31/08	$2.49	$1.10
Quarter ended 3/31/09	$2.45	$0.50
Quarter ended 6/30/09	$3.50	$2.55
Quarter ended 9/30/09	$1.79	$0.20
Quarter ended 12/31/09	$0.94	$0.18
(1) Quotation information is not applicable for the period ending December 31, 2007, in that the Company was only listed on the Pink Sheets for trading on September 10 2008.
Quarter ended 3/31/10	$0.30	$0.05
Quarter ended 6/30/10	$0.06	$0.01
Quarter ended 9/30/10	$0.02	$0.01
Quarter ended 12/31/10	$0.015	$0.006

~~Currently,~~Holders: As ~~there~~of ~~are~~March ~~six broker-dealers making a market in our common stock. On February 12~~16, ~~2010~~2011, ~~the~~there ~~closing~~were ~~bid~~approximately ~~and~~8 ~~ask~~holders ~~prices~~of record of our ~~common~~Common ~~stock as published on the OTCBB were $0~~Stock.~~09 and $0.08 per share, respectively.~~

~~Holders~~Dividends: Effective January 29, 2010 and as the Record Date of January 29, 2010, we paid a dividend of three new shares of our common stock for every four shares of our common stock outstanding. That is, we issued seven (7) New Shares for every Three (3) Old Shares held as of the January 29, 2010 Record Date.

Dividends:

<Table of Contents> 33

We have not paid any cash dividend to date, and we have no intention of paying any cash dividends on our common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our Board of Directors and to certain limitations imposed under the Nevada Statutes. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operation, financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

Recent Sales: We had the following stock and promissory note issuances during the periods ending December 31, 2009 and December 31, 2010.

On ~~May~~February 2312, ~~2008~~2009, our Board of Directors ~~issued~~approved ~~2,000,000~~the ~~shares~~issuance of ~~the~~an ~~Company's~~unsecured ~~Common~~promissory ~~Stock~~note to Jesse M. De Castro ~~Investments,~~(the ~~Inc.~~Company's ~~(which~~Chief Financial Officer, ~~due~~Secretary, toand Director) in the ~~July~~amount ~~2008~~of ~~forward~~$8,000 ~~split~~in consideration of the Company's ~~Common~~receipt ~~Stock,~~of ~~became~~a ~~10,000,000~~cash ~~shares~~investment of ~~Common~~the ~~Stock). De Castro~~same ~~Investments,~~amount ~~Inc~~by him. isThe ~~owned~~promissory note may be prepaid at any time without penalty and ~~controlled~~carries bya ~~Jesse~~7% ~~De Castro,~~interest ~~the~~rate ~~Company's~~and ~~Chief~~all ~~Financial~~accrued ~~Officer,~~and ~~Secretary,~~unpaid interest and ~~Director~~principal are due on December 31, 2011.

On- ~~August~~12 30, 2008, our Board of Directors approved the issuance of an unsecured promissory note to Jesse M. De Castro (the Company's Chief Financial Officer, Secretary, and Director) in the amount of $20,000 in consideration of the Company's receipt of a cash investment of the same amount by him. The promissory note may be prepaid without penalty at any time and carries a 7% interest rate and all accrued and unpaid interest and principal are due on August 30, 2009 (which was subsequently extended to the new maturity date of August 30, 2011).-

On ~~November~~March 106, ~~2008~~2009, ~~our~~the Company's Board of Directors approved the issuance of an unsecured promissory note to Jesse M. De Castro (the Company's Chief Financial Officer, Secretary, and Director) in the amount of $1525,000 in consideration of the Company's receipt of a cash investment of the same amount by him. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on ~~November~~December 1031, ~~2009 (which was subsequently extended, by an oral agreement to the new maturity date of November 10, 2010)~~2011. ~~Mr. De Castro is the Company's Chief Financial Officer, Secretary, and Director.~~

On ~~November~~September 25, ~~2008~~2009, ~~our~~the Company's Board of Directors approved the issuance of an ~~unsecured~~Unsecured ~~promissory~~Promissory ~~note~~Note to Jesse M. De Castro ~~(the Company's Chief Financial Officer, Secretary, and Director)~~ in the principal amount of $3043,000 in ~~consideration~~exchange offor the Company's receipt of a$43,000 ~~cash~~from ~~investment~~Mr. ofDe ~~the same amount by him~~Castro. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on ~~November~~December 2531, ~~2009 (which was subsequently extended by an oral agreement to the new maturity date of November 25,~~ 2011).

On December 1231, ~~2008~~2009, wethe ~~entered~~Company's ~~into~~Board aof ~~joint~~Directors ~~venture~~approved ~~agreement~~the ~~with~~issuance ~~Notos,~~of ~~d.o.o.,~~an aUnsecured ~~limited~~Promissory ~~liability~~Note ~~company~~to ~~domiciled~~Jesse M. De Castro in the ~~Republic~~principal amount of ~~Serbia~~$20,000 ~~and~~in ~~with~~exchange ~~Sirius~~for ~~Regulus~~the Company's receipt of $20,000 dfrom Mr.o De Castro.o. aThe ~~limited~~promissory ~~liability~~note ~~company~~may ~~domiciled~~be inprepaid ~~the~~at ~~Republic~~any oftime ~~Serbia. Mr.~~without ~~Andric,~~penalty ~~the~~and ~~Company's~~carries ~~past~~a ~~President,~~7% isinterest ~~the~~rate ~~Manager~~and ofall ~~Notos~~accrued and ~~Sirius~~unpaid ~~Regulus~~interest and principal are due on December 31, 2011.

~~<Table~~On December 31, 2009, the Company and Jesse M. De Castro orally agreed to extend the maturity date of ~~Contents>~~the 34following unsecured promissory notes previously issued by the Company to Mr. De Castro from the date at which they were originally due: (1) the $20,000 Unsecured Promissory Note issued on August 30, 2008 is now due on August 30, 2011; (2) the $15,000 Unsecured Promissory Note issued on November 10, 2008 is now due on November 10, 2011; (3) the $30,000 Unsecured Promissory Note issued on November 25, 2008 is now due November 25, 2011; (4) the $8,000 Unsecured Promissory Note is due December 31, 2011; and (5) the $25,000 Unsecured Promissory is due December 31, 2011.

On ~~February~~September 1217, ~~2009~~2010, ~~our~~we ~~Board~~issued of17,400,000 ~~Directors~~to ~~approved~~a ~~the~~company ~~issuance~~controlled ofby anour ~~unsecured~~sole ~~promissory~~director ~~note~~and toofficer, Jesse M. De Castro. ~~(the~~We ~~Company's~~have ~~Chief~~been ~~Financial~~indebted ~~Officer,~~to ~~Secretary,~~Mr. ~~and~~De ~~Director)~~Castro in the amount of US$8221,000 inas ~~consideration~~a result of ~~the~~shareholder ~~Company's~~loans, ~~receipt~~and ofUS$32,000 as a ~~cash~~result ~~investment~~ of ~~the~~accrued ~~same~~and ~~amount~~unpaid bycompensation. ~~him~~Mr. ~~The~~De ~~promissory~~Castro ~~note~~has ~~may~~agreed beto ~~prepaid~~accept at11,000,000 ~~any~~shares ~~time~~of ~~without~~common ~~penalty~~stock, ~~and~~in ~~carries~~partial asettlement 7%of ~~interest~~US$55,000 ~~rate~~of ~~and~~the ~~all~~outstanding ~~accrued~~shareholder loans, and ~~unpaid~~6,400,000 ~~interest~~shares ~~and~~of ~~principal~~common ~~are~~stock ~~due~~in onsettlement ~~February~~of ~~12,~~the ~~2010~~accrued and unpaid compensation.

On March 6, 2009, the Company's Board of Directors approved the issuance of an unsecured promissory note to Jesse M. De Castro (the Company's Chief Financial Officer, Secretary, and Director) in the amount of $25,000 in consideration of the Company's receipt of a cash investment of the same amount by him. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on March 6, 2010 (which was subsequently extended by an oral agreement to the new maturity date of March 6, 2011).

On September 25, 2009, the Company's Board of Directors approved the issuance of an Unsecured Promissory Note to Jesse M. De Castro in the principal amount of $43,000 in exchange for the Company's receipt of $43,000 from Mr. De Castro. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on September 25, 2010.

On September 30, 2009, the Company's Board of Directors approved the issuance of an Unsecured Promissory Note to Jesse M. De Castro in the principal amount of $20,000 in exchange for the Company's receipt of $20,000 from Mr. De Castro. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on September 30, 2010.

On September 30, 2009, the Company and Jesse M. De Castro orally agreed to extend the maturity date of the following unsecured promissory notes previously issued by the Company to Mr. De Castro from the date at which they were originally due: (1) the $20,000 Unsecured Promissory Note issued on August 30, 2008 is now due on August 30, 2011; (2) the $15,000 Unsecured Promissory Note issued on November 10, 2008 is now due on November 10, 2011; (3) the $30,000 Unsecured Promissory Note issued on November 25, 2008 is now due November 25, 2011; (4) the $8,000 Unsecured Promissory Note issued on February 12, 2010 is now due February 12, 2011; and (5) the $25,000 Unsecured Promissory Note issued on March 6, 2010 is now due March 6, 2011.

All of the shares of the Company's Common Stock and the promissory notes described above were issued with a restricted securities legend pursuant to reliance upon the claim of exemption provided by Section 4(2) of the Securities Act of 1933. In each instance, the Company was assured that the investor: (a) was sophisticated and experienced in business, financial, and tax matters; (b) received such disclosures such as the Company's business plan, financial statements, stockholder information, together with copies of the Company's Articles of Incorporation, By-laws, and copies of the minutes and actions of the Company's Board of Directors roughly equivalent to that found in a registration statement; (c) had full and unrestricted access to the Company's books and records; (d) had a full and unrestricted opportunity to ask questions of the Company's officers and directors and to receive answers to all such questions; (e) had a pre-existing business relationship with one or more of the Company's officers and directors of sufficient scope and depth that allowed them to appreciate the background and experience of the Company's management; and (f) understood that the securities acquired were "restricted securities" and that they were issued to the investor for investment purposes only.

<Table of Contents> 35

Further, we have relied upon the private placement exemption from registration provided by Section 4(2) of the Securities Act 1933 as amended (the "Act"). The shares and promissory notes described above were issued pursuant to Section 4(2) of the Act which exempts from registration transactions by an issuer not involving a public offering as each person had a pre-existing relationship with one or more officers, directors, and or key employees of the Company. This offering exemption is available to any issuer but prohibits general solicitation or advertising. In addition, each purchaser received information regarding the Company that was substantially equivalent to that found in a registration statement. Each prospective purchaser had full and unrestricted access to the Company, our books, and records, and the opportunity to ask questions of our management and receive answers to their questions. Further, each purchaser gave us assurances that it was experienced and sophisticated in making investments of this type and that they were able to make the investment decision and could afford the total loss of their investment.

- 13 -

In each instance, each of the share purchasers had access to sufficient information regarding the Company so as allow them to make an informed investment decision. More specifically, each purchaser acknowledged that, among other things, the following:

1.	that they had the ability to bear the economic risks of investing in the shares of the Company;
2.	that they had sufficient knowledge in financial, business, or investment matters to evaluate the merits and risks of the investment;
3.	that they had a certain net worth sufficient to meet the suitability standards of the Company; and
4.	that the Company has made available to them, his counsel and his advisors, the opportunity to ask questions and that they have been given access to any information, documents, financial statements, books and records relative to the Company and an investment in the shares of the Company.

Item 6. Selected Financial Data

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

~~<Table~~- of14 ~~Contents> 36~~-

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

~~Fiscal~~Forward-Looking ~~Year Ending December 31, 2009 vs. Fiscal Year Ending December 31, 2009~~Statements

~~During~~This report contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our ~~fiscal~~future ~~year~~financial ~~ending~~performance. ~~December~~In 31some cases, ~~2009~~you (can identify forward-looking statements by terminology including, "~~Fiscal~~could" ~~2009~~")may", ~~our~~"will", ~~management~~"should", ~~focused~~"expect", on"plan", ~~developing~~"anticipate", "believe", "estimate", "predict", "potential" and ~~implementing~~the ~~our~~negative ~~new~~of ~~business~~these ~~strategy~~terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

~~During~~While ~~Fiscal~~these ~~2009~~forward-looking statements, weand ~~did not generate~~ any ~~revenues~~assumptions ~~but~~upon wewhich ~~did~~they ~~incur~~are ~~$161~~based,~~358~~ inare ~~administrative~~made ~~expenses and interest expense of $15,238. As a result, we incurred $176,596~~ in ~~Net~~good ~~Losses~~faith ~~during~~and ~~Fiscal~~reflect ~~2009. This~~our ~~compares~~current tojudgment regarding the ~~fiscal~~direction ~~year~~of ~~ending~~our ~~December 31~~business, ~~2008~~actual ~~("Fiscal~~results ~~2008")~~will ~~wherein~~almost wealways ~~also~~vary, ~~did~~sometimes ~~not~~materially, ~~generate~~from any ~~revenues~~estimates, ~~but~~predictions, ~~we incurred only $99~~projections,~~812~~ inassumptions ~~administrative~~or ~~expenses~~other ~~and~~future ~~only~~performance ~~$2,555~~suggested in ~~interest~~this ~~expenses~~Annual Report.

~~The~~Recently ~~tremendous~~Issued ~~increase~~Accounting ~~in Administrative Expense from Fiscal 2008 to Fiscal 2009 (an increase of approximately 62%) was primarily a result of several factors.~~Pronouncements

~~First,~~Refer to the ~~Company's~~financial ~~new~~statements ~~management~~note ~~aggressively~~1 ~~pursued~~significant ~~and~~accounting ~~took~~policies ~~many~~related ~~steps~~ to ~~fully~~the ~~implement~~impact ~~our~~of ~~new~~the ~~business~~adoption ~~strategy. This~~and ~~resulted~~issuance inof of ~~considerable~~recent ~~increases~~accounting ~~in travel expenses, administrative expenses, and related costs~~pronouncements.

~~Second,~~Critical weAccounting incurred higher accounting, legal, and related expenses in preparing and filing Form 10 with the Commission, together with two Form 10-Qs and several Form 8-Ks, press releases, issues related to trading on Pink Sheets arising out of adverse publicity, and the costs of filings related to our three for four stock dividend (described above).Policies

~~Third~~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, werevenues ~~expended~~and ~~additional~~expenses ~~costs~~and related disclosures of contingent assets and liabilities in ~~our~~the ~~efforts~~financial statements and accompanying notes. The SEC has defined a company's critical accounting policies as the ones that are most important to ~~develop~~the portrayal of the company's financial condition and ~~evaluate~~results ~~financing~~of ~~alternatives~~operations, ~~related~~and which require the company to ~~our~~make its most difficult and subjective judgments, often as a result of the need to ~~raise~~make ~~approximately~~estimates $7of 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 ~~million~~- "Summary of Significant Accounting Policies" to the Financial Statements contained in ~~additional~~Item ~~financing~~8 of this document certain critical accounting policies that affect the more significant judgments and estimates used in the preparation of the financial statements.

~~Fourth,~~Results wefrom ~~increased~~Operations ~~our~~– ~~salary~~Years toEnded ~~our~~December ~~only salaried officer~~31, ~~Jesse~~2010 ~~M. De Castro, to $4,000 per month. These expenses~~ and ~~the efforts needed to ensure that our officers and directors fulfilled their obligations to comply with state and federal securities laws resulted in higher overall administrative expenses.~~2009

~~Fifth~~For the twelve months ended December 31, ~~our~~2010 ~~interest~~and ~~expenses~~2009, ~~increased~~the byCompany ~~approximately~~had ~~496%~~no asrevenues ~~our~~from ~~interest~~continuing ~~expenses~~operations. ~~increased~~For the twelve months ended December 31, 2010, the Company had a loss from operations of $72,115, as compared with a ~~result~~loss from operations of ~~higher~~$161,358 ~~overall~~for ~~balances~~the ontwelve ~~our~~months ~~outstanding~~ended ~~promissory~~December ~~notes~~31, 2009.

AsFor athe ~~result,~~twelve wemonths ~~recorded~~ended ~~$176~~December 31,~~596~~ as2010, athe ~~Net~~Company ~~Loss~~incurred ~~in Fiscal 2009 compared to~~ $~~102~~3,~~367~~722 asof aother ~~Net Loss in Fiscal 2008. For Fiscal 2009~~expenses, wecomprised ~~recorded~~of ~~earnings~~(a) ~~per~~forgiveness ~~share~~of ~~(basic)~~debt income of ($~~0.01)~~12,212, (~~which~~b) ~~was~~interest ~~computed~~expense onof ~~the~~$16,992, ~~weighted~~and ~~average~~(c) ~~number~~disposal of ~~common~~asset ~~shares~~income ~~outstanding~~ of 26$8,~~250,000 shares)~~501. ~~This~~ For ~~compares~~the totwelve ~~Fiscal~~months ~~2008~~ended ~~when~~December we31, ~~recorded~~2009, ~~earnings~~the ~~per~~Company ~~share~~incurred ~~of (~~$~~0.00)~~15,238 ~~(which~~of ~~was~~other ~~computed~~expenses onwhich ~~the~~comprised ~~weighted average number~~ of ~~22,725,410~~interest ~~common shares outstanding)~~expense.

~~<Table~~Liquidity ofand ~~Contents>~~Capital 37Resources

~~Management's~~We ~~Discussion~~are insolvent. As of December 31, 2010, we had no cash (and ~~Analysis~~no other current assets) and we had total current liabilities of $210,356. The latter represents the total amount of debts and liabilities that we owed and which are due for payment within 12 months. Thus, we have almost no funds to pay our currently due debts and liabilities. Should one or ~~Plan~~more of ~~Operation~~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.

Since May 2008, our new management has embarked on the strategy of undertaking efforts to enter into joint ventures, partnerships, and other arrangements with suitable partners in the "clean energy" generation, distribution, and sales market. Our strategic focus has been expansive and we examined several opportunities, on a worldwide basis, that later allowed us to further refine our parameters and the types of projects and geographic locations. In each case, our efforts are focused on project opportunities where, due to a project's size, type, and location, we may be able to participate as a joint venture partner, partner, or co-~~owner~~ ~~provided~~15 ~~that the financial and managerial commitments are within our abilities taking into account our comparatively limited financial and managerial resources.~~-

InOur ~~the~~insolvent ~~course~~financial ofcondition ~~these~~also ~~efforts,~~may create a real risk that we ~~evaluated~~may ~~wind~~be ~~energy~~forced ~~opportunities~~to infile ~~British~~for ~~Columbia,~~protection ~~Canada;~~under ~~which~~applicable webankruptcy ~~deemed~~laws ~~too~~or ~~difficult~~state toinsolvency ~~implement~~statutes. ~~because~~We ofalso ~~Native~~may ~~land~~face ~~issues~~the risk that a receiver may be appointed. We face that risk and ~~the~~other ~~lengthy~~risks ~~bureaucracy~~resulting offrom ~~the~~our ~~licensing~~precarious ~~process~~financial condition.

WeFor ~~also~~these ~~evaluated~~and ~~solar~~other ~~energy~~reasons, ~~opportunities~~we inanticipate ~~India;~~that ~~which~~unless we ~~deemed~~can ~~too~~obtain ~~difficult~~sufficient tocapital ~~manage~~from an outside source and ~~arduous~~do toso ~~collect~~in the ~~revenues~~very ~~from~~near ~~power~~future, ~~generation. And~~ we ~~have~~may ~~also~~be ~~evaluated~~unable ~~the~~to ~~small~~continue ~~hydro~~to ~~power~~operate ~~potential~~as ina ~~Serbia.~~corporation, ~~Through~~continue ~~this~~to ~~process,~~meet weour ~~developed~~filing aobligations ~~business~~under ~~relationship~~the ~~with~~Securities ~~the~~Exchange ~~principals~~Act of ~~Notos~~1934, ~~d.o.o.~~or ~~("Notos")~~otherwise ~~and~~satisfy ~~Sirius~~our ~~Regulus,~~obligations ~~d.o.o.~~to ~~("Sirius")~~our ~~both~~stock ~~entities~~transfer ~~are~~agent, ~~limited~~our ~~liability~~accountants, ~~companies~~our ~~domiciled~~legal incounsel, ~~the~~our ~~Republic~~EDGAR offiling ~~Serbia~~agent, and many others.

WeFor ~~believe~~these ~~that~~and ~~the~~other ~~management~~reasons, ofour ~~Notos~~management ~~has~~recognizes ~~experience~~the inadverse ~~energy~~difficulties ~~distribution~~ and ~~Sirius~~continuing ~~owns~~severe ~~land~~challenges ~~and~~we ~~facilities~~face. atApart from the ~~Belo~~limited ~~Blato~~funds ~~Wind~~that ~~Farm,~~we ~~also~~have ~~located~~received infrom ~~Serbia. They~~our ~~were~~former ~~able~~Acting toPresident, ~~present~~Chief ~~compelling~~Financial ~~reasons~~Officer, toSecretary, ~~focus~~and onsole ~~wind~~Director, ~~energy~~Jesse inM. ~~Serbia:~~De anCastro ~~available~~and ~~purchaser~~current ~~for~~Acting ~~the~~President, ~~electricity~~Chief ~~generated~~Financial Officer, aSecretary, ~~reasonable~~and ~~licensing~~sole ~~process~~Director, ~~reasonable~~Eric ~~development~~Stoppenhagen ~~costs,~~there ancan ~~educated~~be ~~and~~no ~~inexpensive~~assurance ~~workforce,~~that awe ~~good~~will ~~rate~~receive ofany ~~return~~financing onor ~~investment,~~funding ~~and~~from anany ~~opportunity~~source toor if any financing should be ~~the~~obtained, ~~first~~that toexisting ~~develop~~shareholders ~~wind~~will ~~energy~~not inincur ~~the~~substantial, ~~region~~immediate, and permanent dilution of their existing investment.

InAs ~~August~~of ~~2008~~December ~~and~~31, ~~based~~2010 onand ~~these~~December ~~discussions~~31, we2009, ~~entered~~the ~~into~~Company ahad ~~Letter~~assets ofequal ~~Intent~~to ~~with~~zero ~~Notos~~ and a$104,195, ~~Letter~~respectively, ofcomprised ~~Intent~~exclusively ~~with~~of ~~Sirius~~cash. The ~~terms~~Company's ofcurrent ~~each~~liabilities ~~Letter~~as of ~~Intent~~December ~~provided~~31, ~~that~~2010 weand ~~were~~December to31, ~~acquire~~2010 ~~all~~were of$210,356 ~~the~~and ~~outstanding~~$333,158, ~~capital~~respectively, ~~stock~~comprised of ~~each~~accounts ofpayable, ~~these~~accrued ~~companies~~expenses ~~with the result that both Notos~~ and ~~Sirius were to become~~ a ~~wholly-owned~~note ~~subsidiary. After~~payable ~~further review and evaluation and prior~~ to ~~the~~a ~~planned~~related ~~closing of the acquisitions envisioned by each of the Letters of Intent, the parties agreed that the proposed acquisition transactions be abandoned~~party.

AtThe ~~that~~following ~~time~~is ~~and~~a insummary ~~place~~ of the ~~plans~~Company's ~~set~~cash ~~forth~~flows inprovided ~~the~~by ~~letters~~(used ofin) ~~intent~~operating, weinvesting, ~~Notos~~ and ~~Sirius~~financing ~~agreed~~activities tofor ~~form a joint venture and we entered in~~ the ~~joint~~years ~~venture~~ended ~~agreement~~December ~~(the~~31, ~~"Serbian~~2010 ~~Joint~~and Venture"). Through the Serbian Joint Venture we seek to generate 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.2009:

<Table of Contents> 38

	Years ended December 31,
	2010			2009
Operating Activities	$	(9,427	)	$	(161,562	)
Investing Activities		95,187			(2,470	)
Financing Activities		(94,063	)		169,025
Net Effect on Cash	$	(8,303	)	$	4,993

1.The ToCompany ~~the~~currently ~~extent~~has ~~that~~nominal ~~our financial resources allow and if market conditions allow~~assets, weno ~~intend~~active tobusiness ~~begin~~operations ~~the construction of Belo Blato within six months after we receive at least one half of the $7,200,000 in additional funding that we seek~~ and ~~complete~~no ~~the~~sources ~~initial phase by erecting five wind towers upon receipt~~ of ~~the remaining one half of the $7,200,000 in funding that we seek~~revenues. The ~~Belo~~Company ~~Blato facility~~ is ~~expected~~dependent toupon be completed within nine months of commencement of construction, at which point, other developments will likely be underway leading to a build-out of 35 MW of installed wind energy capacity in mid 2012. 2. To undertake these efforts, we anticipate, based on current estimates, that we will need to raise an additional $7,200,000 for these capital expenditures. Our current plan is to approach sources of private capital and, if favorable market conditions allow, to raise the ~~funds~~receipt ~~in one or more private or exempt offerings. Currently, we have not had any direct or indirect discussions with any persons regarding these plans and we cannot be certain as to the extent~~ of ~~any interest that investors and other sources of~~ capital ~~may~~investment ~~have in providing such funds~~ or ~~the costs and terms of any such capital. Other sources of capital that we have considered are individual and institutional investors,~~ other ~~corporate~~financing ~~investors who may have an interest in undertaking a joint venture with us or invest funds~~ to ~~obtain~~fund anits ~~ownership~~ongoing ~~interest~~operations ~~in the Company. As of this date we have not had any definitive discussions with any specific other sources of capital~~ and ~~we cannot assure you that we will obtain any capital from any other sources. To the extent that we do not receive a positive response~~ to ~~provide~~execute ~~this~~its capital and to receive such capital on terms that are reasonable in light of our current circumstances, we may be unable to undertake this project or, alternatively, undertake this project on any reasonable terms. 3. The anticipated capital expenditures that we require to implement our business plan ~~are currently estimated at $7,200,000. These expenditures are planned to be used to for the erection~~ of ~~five~~seeking ~~wind~~a ~~turbines~~combination on the Belo Blato site and for working capital. This includes the cost to purchase the poles, blades, and generators; as well as the erection costs and grid connection. 4. As currently planned, we plan to hire four additional employees. Two employees will be required to administer secretarial and office duties. One Technical Supervisor will be required to oversee all technical aspects of the wind farm development. One Site Supervisor will be required to oversee the construction aspects of the wind-farm development. They will work together with the Notos staff to ensure the necessary human resources are available for the project. 5. The joint venture will need to acquire licenses on three levels: municipal, technical, and federal. The first step is to receive approval from the municipality in which the Company wishes to develop a ~~wind-power~~private ~~facility.~~operating ~~There is no cost for this authorization~~company. ~~The~~In ~~technical component is overseen by EMS (Elektromreza Srbije~~addition, the state-owned transmission operator). This license has a cost of 15,000 Euros. The final endorsement comes from the federal Ministry of Energy, at a cost of 25,000 Euros. At present, the municipal license has been received and the EMS license is expected to be issued when the Company's ~~finances will allow. 6. The Company will be responsible for the costs associated with constructing the wind farm, and under the agreements that we have reached, Sirius~~ is ~~obligated~~dependent toupon ~~supply~~certain ~~the~~related ~~land~~parties ~~required, and Notos is~~ to ~~manage~~provide ~~the~~continued ~~project~~funding ~~through licensing, construction, implementation,~~ and ~~maintenance.~~capital 7resources. If wecontinued ~~can~~funding ~~raise~~and ~~the projected $7,200,000 in additional~~ capital ~~and~~resources doare sounavailable onat reasonable terms, ~~and within~~ the ~~time~~Company ~~frame that we have established, we anticipate that we~~ may be able to generate some revenues within 12 months after construction begins by producing electricity from the first-phase wind turbines at the Belo Blato project and selling it to EPS. In addition and if current policies, laws, and regulations of the Republic of Serbia are not ~~revised, we may also~~ be able to ~~generate~~implement ~~additional~~its ~~revenue~~plan ~~from the sale~~ of ~~carbon-emission credits~~operations. ~~Currently,~~Our ~~the~~financial ~~Republic of Serbia has no greenhouse gas-emission credit program in place, but based on public~~ statements ~~from~~indicate ~~the~~that ~~Serbian~~without ~~Ministry~~additional ~~of Energy~~capital, ~~the~~there ~~Ministry~~is ~~may~~substantial bedoubt ~~implementing~~as ~~a carbon-emission credits program similar~~ to ~~that~~our ~~found~~ability ~~in the rest of Europe. EPS will calculate the carbon credit allowance that will be given~~ to ~~each~~continue ~~energy-producing~~as ~~facility,~~a ~~which~~going ~~may then be sold to various industrial companies and institutions in need of emissions credits~~concern.

~~<Table~~Going ofConcern ~~Contents> 39~~Uncertainties

~~Our~~We ~~projections~~currently ~~regarding~~have ~~the~~no ~~amount~~source of operating revenue, and ~~timing~~have ofonly ~~our~~limited ~~revenues~~working iscapital ~~subject~~with which to ~~revision~~pursue asour webusiness ~~face~~plan, ~~uncertainties~~which ~~and~~contemplates ~~risks~~the ~~associated~~completion of a business combination with an operating company. The amount of capital required to sustain operations until the ~~implementation~~successful completion of ~~these~~a ~~plans~~business ~~and~~combination ~~since~~is ~~these~~subject ~~uncertainties~~to future events and ~~risks~~uncertainties. ~~relate~~It may be necessary for us to ~~matters~~secure ~~over~~additional ~~which~~working wecapital ~~have~~through ~~little~~loans or nosales ~~control. In~~of ~~particular~~common stock, weand ~~are~~there ~~aware~~can be no assurance that ~~these~~such ~~projections~~funding ~~and~~will ~~our~~be ~~plans~~available ~~are~~in ~~subject~~the tofuture. ~~revision~~These ~~primarily~~conditions ~~but~~raise ~~not~~substantial ~~exclusively~~doubt ~~due~~about our ability to ~~the~~continue ~~risks~~as ~~and~~a ~~uncertainties~~going ~~associated~~concern. ~~with~~Our auditor has issued a "going concern" qualification as part of their opinion in the ~~following:~~Audit Report for the year ended December 31, 2010.

· Our ability to generate revenues will be influenced by the timing and amount of capital that we may able to raise to fund the acquisition of the assets that we have identified as needed to implement our business plan (primarily, the $7,200,000 projected the for the erection of five wind turbines on the Belo Blato site and working capital); · our ability to obtain all governmental licenses and approvals with respect to the construction and operation of the planned Belo Blato site on a timely and reasonable basis without undue costs or delays; · our ability to complete negotiations and agreements with suppliers and customers on terms that are commercially reasonable and that will allow us to record and collect revenues on a commercially acceptable basis; · our ability to achieve and maintain compliance with current and future government regulations and to avoid any risk of non-~~compliance~~ ~~with~~16 the laws and rules of the Republic of Serbia and any local or regional laws and ordinances without incurring delays, interruptions, or undue costs or difficulties; and · our ability to anticipate changing laws and the competitive environment that may allow us to change our business plans to meet these challenges without incurring excessive expenses or excessive difficulties.-

ToCapital the extent that we are not able to achieve one or more of these objectives, we may not generate the revenues that we have projected or, if we do achieve these revenue targets, we may not generate revenues sufficient to allow us to achieve and maintain profitability and positive cash flow.Expenditures

~~<Table~~We ofhave ~~Contents>~~not 40incurred any material capital expenditures.

~~Impact~~Commitments ofand ~~Inflation~~Contractual Obligations

~~We have not generated any revenues during the last two fiscal years.~~ As a ~~result,~~"smaller ~~inflation~~reporting ~~has~~company" ~~not~~as ~~had~~defined aby ~~direct~~Item ~~impact~~10 onof ~~our~~Regulation ~~revenues~~S-K, ~~costs,~~the orCompany ~~cash~~is ~~flows~~not inrequired ~~any~~to ~~significant~~provide ~~way~~this ~~that we can identify~~information.

~~Nonetheless,~~Off-Balance weSheet are aware that the costs of acquiring wind energy generating equipment may, as a result of worldwide interest in wind energy and renewable energy systems, may increase and thereby the amount of capital needed to fund our capital expenditures may be higher than we have planned. In that event we may not be able to implement our business plan which would likely result in us delaying our planned operations. This would serve to result in higher costs and expenses and resulting losses as well.Arrangements

~~Liquidity~~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 ~~Capital~~would ~~Requirements~~be considered material to investors.

~~Currently,~~Item ~~we have very limited liquidity in that we have limited cash and we have been primarily dependent upon our Chief Financial Officer, Jesse M~~7A. Quantitative ~~De Castro, for obtaining cash, via promissory notes that we issued to Mr. De Castro. While we believe that this strategy~~ and ~~our~~Qualitative ~~dependence~~Disclosures onabout ~~Mr.~~Market De Castro was prudent in light of our circumstances, we are aware that we need to identify other investors who may be willing to invest funds into our company which may allow us to meet our capital requirements in the futureRisk. At present, we have not had direct or indirect discussions with sources that may be able to provide the projected $7,200,000 in additional capital that we project will be needed. As a result, we cannot assure you that we will be successful in any efforts to raise additional capital.

IfNot we are not successful in raising additional capital on reasonable terms to meet all or nearly all of the $7,200,000 that we have projected, we may delay the implementation of our business plans and the plans that we have made to commence the Belo Blato wind energy operations described elsewhere in this Form 10. In that event, we may face significant dilution and further losses and difficulties in meeting our commitments.Applicable

~~Off~~- ~~Balance~~17 ~~Sheet Arrangements~~-

We are not party to any off balance sheet arrangements, as "Off Balance Sheet Arrangement" is defined in Regulation SK, Item 303(4)(ii).

<Table of Contents> 41

Planned Operations and Management

Under our current plans, we plan to maintain financial and accounting controls for the Company through the use of centralized accounting and management information systems which are to be maintained at our existing offices.

This will require that we acquire and operate accounting software and financial and accounting control systems sufficient to meet the requirements of the Sarbanes Oxley Act of 2002 and the rules adopted by the Securities and Exchange Commission there under with respect to accounting, asset, and information controls that allow our officers, directors, and our auditors to verify and confirm our compliance on an ongoing basis.

Overall management will be conducted by our current officers, Peter Gilcud and Jesse M. De Castro. Our planned operations will require four employees with the following titles: Secretary, Office Manager, Technical Supervisor, and Site Supervisor.

Requirement for Additional Capital

We estimate that we will need to raise approximately $7.2 million to commence the operations at our planned wind power facility at the Belo Blato Wind Farm location in Voljvodina, Republic of Serbia.

While we have sought discussions with potential institutional sources of capital, we have not received or obtained any commitment that any such capital or any significant portion of that capital is or will be forthcoming.

If we are not successful in obtaining all or a significant portion of the approximately $7.2 million in additional financing, we will not be able to commence our planned operations, as currently envisioned.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

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 this Form 10-K, any purchaser of our common stock should also consider the following risk factors:

<Table of Contents> 42

Risks Related to the Company's Operations

We require additional funding which may not be available. If we are unable to obtain necessary financing on acceptable terms, we may have to curtail our current or planned operations:

Operational hazards and responsibilities could adversely affect our operations:

· environmental hazards; · industrial accidents; · labor disputes; · unusual or unexpected geological or operating conditions; · changes in regulatory environment; · natural phenomena such as severe weather conditions, floods, earthquakes; and · other hazards

These occurrences could result in significant damage to, or destruction of, mineral properties or production equipment, personal injury or death, environmental damage, delays in electricity generating equipment operations, monetary losses and possible legal liability. The occurrence of these operational hazards could adversely affect our planned operations at the Belo Blato Wind Farm by requiring that we cease our efforts to operate the planned facility or the closure of the facility.

We are not insured against any losses or liabilities that could arise from our operations either because insurance is unavailable or because the premium cost is excessive. The payment of such liabilities could have a material adverse effect on our financial position and, depending on the extent of such liability, could result in the total loss of our assets and operations

<Table of Contents> 43

We anticipate that our property interests will be located in the Republic of Serbia. The risk of doing business in a foreign country could adversely affect its results of operations and financial condition:

· prevalence of various diseases; · 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; · electricity generation and distribution policies; · 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 or mining claims; · limitations on ownership; · institution of laws requiring repatriation of earnings; · increased financial costs; · import and export regulations; and · establishment of foreign exchange regulations.

Any such changes may affect our planned operations and ability to undertake our planned activities 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.

Dependence upon Two Part-time Key Executives:

<Table of Contents> 44

Item 8. Financial Statements and Supplementary Data

See pages beginning with page F-1.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

Item 9A. 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 December 31, 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.

~~<Table~~- of18 ~~Contents> 45~~-

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 December 31, ~~2009~~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 December 31, ~~2009~~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 annual 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 our year ended December 31, 2010, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

~~<Table~~- of19 ~~Contents> 46~~-

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The members of the Board of Directors of the Company serve until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Information as to the directors and executive officers of the Company is as follows:

Name (1)		Age	Position	Date Elected
Name		Age	Position	Date Elected
Jesse M. De Castro(2) Green Star Alternative Energy, Inc. 1660 Hotel Circle North, Suite 207 San Diego, California 92108		33	Chief Financial Officer, Secretary & Director	05/27/2008
Jesse M. De Castro(1) Green Star Alternative Energy, Inc. 1660 Hotel Circle North, Suite 207 San Diego, California 92108		34	CEO, CFO, Secretary & Director	05/27/2008
Peter Gilcud Green Star Alternative Energy, Inc. 1660 Hotel Circle North, Suite 207 San Diego, California 92108		56	Director	07/03/2007
Eric Stoppenhagen Green Star Alternative Energy, Inc. 1660 Hotel Circle North, Suite 207 San Diego, California 92108		37	CEO, CFO, Secretary & Director	01/30/2011
Footnote:
(1)	On January 2130, ~~2010~~2011, ~~Miodrag~~Mr. ~~Andric~~De Castro resigned asall ~~the~~officer ~~Company's~~and ~~President~~director ~~Chief~~positions ~~Executive~~of ~~Officer~~the ~~and Chairman~~Company.
(2)	~~The~~On ~~Company~~January ~~entered~~30, ~~into~~2011, anMr. ~~Employment~~Stoppenhagen ~~Agreement~~was ~~with~~appointed ~~Mr.~~to Desole ~~Castro~~officer ~~that~~and ~~commenced~~director onof ~~April~~the ~~1, 2008~~Company.

Each of the foregoing persons may be deemed a "promoter" of the Company, as that term is defined in the rules and regulations promulgated under the Securities Act of 1933. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified.

Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and have qualified.

~~<Table~~Jesse M. De Castro served as the Company's Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary, and Director until January 30, 2011. Mr. De Castro serves as the Asset and Liability Analyst for North Shore Credit Union. From 2002 to 2005, Mr. De Castro was Vice-President in charge of ~~Contents>~~Energy 47Sector Analysis for Altus Capital Corp. From 2004 to 2007, Mr. De Castro was Consultant to SBS Ltd. on alternative energy. Mr. De Castro holds a BS in Actuarial Science degree from Simon Fraser University.

~~Jesse~~Eric MStoppenhagen has served as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director of the Company since January 30, 2011. Mr. DeStoppenhagen, ~~Castro~~through his consulting company Venor, Inc., provides financial and management services to small to medium-sized companies that either are public or desire to become public. He provides temporary CFO services to these companies, which includes transaction advice, preparation of security filings and advice regarding compliance with corporate governance requirements. Mr. Stoppenhagen has more than ten years of financial experience having served in an executive capacity for several public and private companies, including as Vice President of Finance and subsequently Interim President of Trestle Holdings, Inc. from 2003 to 2009; Interim President of Trist Holdings, Inc. from 2007 to 2010; CFO and Director of AuraSource, Inc. from 2008 to 2010; CFO of Mimvi, Inc. in 2010 and, CFO of Jardinier Corp. from 2007 to 2008. Mr. Stoppenhagen is a Certified Public Accountant and holds a Juris Doctorate and Masters of Business Administration both from George Washington University. Additionally, he holds a Bachelor of Science in Finance and a Bachelor of Science in Accounting both from Indiana University. Mr. Stoppenhagen also serves as a director of the following public company: AuraSource, Inc.

~~Peter~~- ~~Gilcud.~~20 -

~~Compliance~~Significant ~~with Section 16(a) of The Securities Exchange Act of 1934~~Employees

~~Meetings And Committees Of The Board:~~None.

NoFamily director of the Company is also currently a director of any company registered pursuant to Section 12 of the Securities Exchange Act of 1934 or any company registered as an investment company under the Investment Company Act of 1940.Relationships

The Board of Directors and the Audit Committee of the Board meet periodically throughout the year to receive and discuss operating and financial reports presented by our executive officers as reports by experts and other advisorsNone. ~~The Board held four meetings during the fiscal year ended December 31, 2009. All directors attended 90% or more of the aggregate meetings.~~

~~<Table~~Involvement ofin ~~Contents>~~Certain 48Legal Proceedings

InThere ~~fiscal~~have ~~2009~~been no events under any bankruptcy act, ~~the~~no ~~Audit~~criminal ~~Committee~~proceedings and no judgments, ~~consisting~~injunctions, oforders ~~all~~or ofdecrees ~~the~~material ~~one~~to ~~member~~the evaluation of the ~~Board~~ability and integrity of ~~Directors~~our sole officer and director, ~~met~~Eric onStoppenhagen, ~~one~~during ~~occasions~~the ~~without~~past ~~management~~five ~~present~~years.

~~Our~~Compliance ~~Board~~with Section 16(a) of ~~Directors~~The ~~has~~Securities noExchange ~~standing~~Act ~~nominating~~of ~~committee~~1934: ~~because~~To ~~this~~our ~~function~~knowledge, isduring ~~handled~~the fiscal year ended December 31, 2010, based solely on a review of such materials as are required by the ~~Board~~Securities ofand ~~Directors~~Exchange Commission, Jesse M. ~~Nominees~~ toDe Castro was the ~~Board~~only officer, director or beneficial holder of ~~Directors~~more ~~are~~than ~~selected~~ten bypercent ~~the~~of ~~Board~~our issued and outstanding shares of ~~Directors~~Common ~~based~~Stock onwho ~~current~~failed ~~business~~to timely file with the Securities and ~~industry~~Exchange ~~knowledge~~Commission asany ~~well~~form asor ~~general~~report ~~business~~required ~~knowledge~~to be so filed pursuant to Section 16(a) of the Securities Exchange Act of 1934.

~~Audit~~Meetings ~~Committee~~And Committees Of The Board: Our Board of Directors is responsible for the management and ~~Audit~~direction ~~Committee~~of ~~Expert~~our company and for establishing broad corporate policies. A primary responsibility of the Board is to provide effective governance over our affairs for the benefit of our stockholders. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what they reasonably believe to be the best interests of our company. In discharging that obligation, Directors may rely on the honesty and integrity of our senior executives and our outside advisors and auditors.

~~Mr.~~Audit ~~Gilcud~~Committee ~~serves as the financial expert as defined in Securities~~ and Exchange Commission rules on the committee. We believe Mr. Gilcud to be independent of management and free of any relationship that would interfere with his exercise of independent judgment as members of this committee. The principal functions of the Audit Committee ~~are~~Financial to (i) assist the Board in fulfilling its oversight responsibility relating to the annual independent audit of our consolidated financial statements, the engagement of the independent registered public accounting firm and the evaluation of the independent registered public accounting firm's qualifications, independence and performance (ii) prepare the reports or statements as may be required by the securities laws, (iii) assist the Board in fulfilling its oversight responsibility relating to the integrity of our financial statements and financial reporting process and our system of internal accounting and financial controls, (iv) discuss the financial statements and reports with management, including any significant adjustments, management judgments and estimates, new accounting policies and disagreements with management, and (vi) review disclosures by independent accountants concerning relationships with us and the performance of our independent accountants.Expert

~~Remuneration~~The ~~Committee~~Company is not a "listed company" under SEC rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company's board of directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of the Company's independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Company's board of directors has determined that its members do not include a person who is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. The board of directors has determined that each of its members is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the board of directors believes that each of its members have the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

~~Communication~~Board ~~with~~Meetings; ~~the~~Nominating ~~Board~~and ofCompensation ~~Directors:~~Committees

The Board of Directors took a number of actions by written consent of all of the directors during the fiscal year ended December 31, 2010. Such actions by the written consent of all directors are, according to Nevada corporate law and the Company's by-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. The Company's directors and officers do not receive remuneration from the Company unless approved by the Board of Directors or pursuant to an employment contract. No compensation has been paid to the Company's directors for attendance at any meetings during the last fiscal year.

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The Company's board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

- 21 -

Code of Ethics

~~<Table~~A code of ~~Contents>~~ethics 49relates to written standards that are reasonably designed to deter wrongdoing and to promote:

	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer;

	Compliance with applicable governmental laws, rules and regulations;

	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

	Accountability for adherence to the code.

Due to the limited scope of the Company's current operations, the Company has not adopted a corporate code of ethics that applies to its executive officers.

Conflicts of Interest

Certain conflicts of interest exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.

Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management will try to resolve conflicts to the best advantage of all concerned.

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. The board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because it believes that, given the limited scope of the Company's operations, a specific nominating policy would be premature and of little assistance until the Company's business operations are at a more advanced level. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board's review of the candidates' resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

The Company does not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions are those applicable generally under Nevada corporate law and the federal proxy rules, to the extent such rules are or become applicable. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

Because the management and directors of the Company are the same persons, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors' attention by virtue of the co-extensive capacities served by Eric Stoppenhagen.

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Indemnification

Under Nevada corporate law and pursuant to our certificate of incorporation and bylaws, the Company may indemnify its officers and directors for various expenses and damages resulting from their acting in these capacities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Company's officers or directors pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

Item 11. Executive Compensation

~~The~~Compensation ~~following~~Discussion ~~table sets forth information on the remuneration of our chief executive officer~~ and our four most highly compensated executive officers who served as executive officers at the end of December 31, 2009 and earned in excess of $100,000 per annum during any part of our last three fiscal years:Analysis

The Company currently is a shell company with nominal assets, no employees and no active business operations. The Company's business plans are to identify an operating company with which to merge or to complete a business combination in a reverse merger transaction. As such, the Company currently has no formal compensation program for its executive officers, directors or employees.

The Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee. Accordingly, the Company has no compensation committee.

Except as set forth in the summary compensation table below, during the years ended December 31, 2010 and 2009, 2010, the Company has not provided any salary, bonus, annual or long-term equity or non-equity based incentive programs, health benefits, life insurance, tax-qualified savings plans, special employee benefits or perquisites, supplemental life insurance benefits, pension or other retirement benefits or any type of nonqualified deferred compensation programs for its executive officers or employees.

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs are currently in place for the benefit of the Company's employees and no equity awards are currently outstanding.

There are no understandings or agreements regarding compensation our management will receive after a business combination that is required to be included in this table, or otherwise.

- 23 -

The following table sets forth information on the remuneration of our chief executive officer and our four most highly compensated executive officers who served as executive officers at the end of December 31, 2010 and earned in excess of $100,000 per annum during any part of our last three fiscal years:

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)	Salary (c)	Bonus (d)	Other Annual Compensation (e)	Total Compensation
Miodrag Andric, Past President, CEO, and Chairman (1)	~~2007~~ 2008 2009 2010	$0 $0 $0	$0 $0 $0	$0 $0 $0	$0 $0 $0
Jesse M. De Castro, Chief Financial Officer, Secretary, and Director	~~2007~~ 2008 2009 2010	$~~0 $~~24,000 $44,000 $48,000	$0 $0 $0	$0 $0 $0	$~~0 $~~24,000 $44,000 $48,000
Peter Gilcud, President, Chief Executive Officer and Chairman	~~2007~~ 2008 2009 2010	$0 $0 $0	$0 $0 $0	$0 $0 $0	$0 $0 $0
Total Compensation (3 persons)	~~2007~~ 2008 2009 2010	$0 $24,000 $4448,000	$0 $0 $0	$0 $0 $0	$0 $24,000 $4448,000

Footnote:
(1)	Mr. Miodrag Andric resigned as President, Chief Executive Officer and Chairman on January 21, 2010.

The Company may change or increase salaries as the Company's profits and cash flow allow. The amount of any increase in salaries and compensation for existing officers has not been determined at this time and the number and dollar amount to be paid to additional management staff that will likely be employed have not been determined.

~~Compensation~~On January 31, the Company and Mr. Stoppenhagen entered into a Consulting, Confidentiality and Proprietary Rights Agreement pursuant to which the Company engaged Mr. Stoppenhagen to provide financial duties required to maintain a public shell and services as the Company’s interim sole director and officer. Mr. Stoppenhagen receives a monthly fee of ~~Non-Executive~~$4,000 ~~Directors:~~ in consideration of the services described above.

~~<Table~~Compensation of ~~Contents>~~Non-Executive 50Directors: Non-executive directors do not receive compensation but are reimbursed for their expenses for each meeting of the board that they attend.

- 24 -

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information relating to the beneficial ownership of the Company common stock by those persons beneficially holding more than 5% of the Company's common stock, by the Company's directors and executive officers, and by all of the Company's directors and executive officers as a group as of ~~February~~March 2216, ~~2009~~2011:

(1)		(2)	(3)	(4)
Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class (2)
Title Of Class		Name And Address Of Beneficial Owner	Amount And Nature Of Beneficial Owner	Percent Of Class (2)
Verdad Telecom, Inc. (1) 1328 W. Balboa Blvd. Newport Beach, CA 92661	34,900,000	55.1%
Common Stock		Jesse M. De Castro 1660 Hotel Circle North, Suite 207 San Diego, CA 92108	17,500,000 (1)	38.10% (1)
Eric P. Stoppenhagen (1) 1328 W. Balboa Blvd. Suite C Newport Beach, CA 92661	34,900,000	55.1%
Common Stock		Peter Gilcud 1660 Hotel Circle North, Suite 207 San Diego, CA 92108	0	0%
All Directors and Officers as a Group (1 individual)	34,900,000	55.1%
Total for all persons as a group (2 persons)			10,000,000 (3)	38.10%
Footnotes:
(1)	Percentage represents shares held by De Castro Investments. Inc., an entity owned and controlled by Jesse M. De Castro, the Company's Chief Financial Officer, Secretary, and Director. "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
(2)	Percentages are based on 45,937,500 common shares issued and outstanding as of February 22, 2010.

~~<Table~~(1) Eric Stoppenhagen has voting and investment control over the securities owned by Verdad Telecom, Inc. and therefore Eric Stoppenhagen may be deemed a beneficial owner of ~~Contents>~~the 5134,900,000 shares of common stock owned by Woodman.

(2)	Percentages are based on 63,337,543 common shares issued and outstanding as of March8, 2011.

Director Independence

The Company is not a "listed company" under SEC rules and is therefore not required to have independent directors.

Item 13. Certain Relationships and Related Transactions, and Director Independence

On ~~August~~March 306, ~~2008~~2009, ~~our~~the Company's Board of Directors approved the issuance of an unsecured promissory note to Jesse M. De Castro (the Company's Chief Financial Officer, Secretary, and Director) in the amount of $2025,000 in consideration of the Company's receipt of a cash investment of the same amount by him. The promissory note may be prepaid ~~without penalty~~ at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on ~~August~~December 3031, ~~2009 (which was subsequently extended to the new maturity date of August 30,~~ 2011).

On ~~November~~September 101, ~~2008~~2009, ~~our~~the Board of Directors approved ~~the~~a ~~issuance~~salary ofincrease ~~an unsecured promissory note~~ to Jesse M.de De Castro ~~in the amount of $15~~,~~000~~ ina ~~consideration~~director of the Company's, ~~receipt~~from of$3,500 ato ~~cash~~$4,000 ~~investment~~per ~~of the same amount by him~~month. ~~The~~This ~~promissory~~will ~~note may~~ be ~~prepaid~~paid atto ~~any~~De ~~time~~Castro ~~without~~Investments ~~penalty~~Inc. ~~and carries~~ a 7%corporation ~~interest~~owned ~~rate~~ and ~~all~~managed ~~accrued~~by ~~and~~Mr. ~~unpaid~~Jesse ~~interest~~de ~~and~~Castro ~~principal~~commencing ~~are~~September ~~due on November 10~~1, 2009. ~~(which~~This ~~was~~is ~~subsequently extended, by an oral agreement~~ to acknowledge the ~~new~~valuable ~~maturity~~contributions ~~date~~made ofby ~~November 10, 2010).~~ Mr. De Castro isto the Company~~'s Chief Financial Officer, Secretary, and Director~~.

On ~~November~~September 259, ~~2008,~~2009 ~~our~~Mr. ~~Board of Directors approved the issuance of an unsecured promissory note to~~ Jesse M.de De Castro ~~(the~~extended ~~Company's~~a ~~Chief~~short ~~Financial~~term ~~Officer,~~interest ~~Secretary,~~-free ~~and~~loan ~~Director) in the amount~~ of $305,000 into ~~consideration of~~ the Company's ~~receipt~~to ofpay afor ~~cash~~professional ~~investment of the same amount by him~~fees. ~~The~~This ~~promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on November 25, 2009 (which~~ was ~~subsequently~~repaid ~~extended~~ by ~~an oral agreement to~~ the ~~new~~Company ~~maturity~~on ~~date~~October ~~of November 25~~30, ~~2011)~~2009.

On- ~~December~~25 12, 2008, we entered into a joint venture agreement with Notos, d.o.o., a limited liability company domiciled in the Republic of Serbia and with Sirius Regulus, d.o.o. a limited liability company domiciled in the Republic of Serbia. Mr. Andric, the Company's past President, is the Manager of Notos and Sirius Regulus.-

~~<Table~~On September 25, 2009 Mr. Jesse de Castro extended a short term interest-free loan of ~~Contents>~~$3,000 52to the Company to pay for professional fees. This was repaid by the Company on October 30, 2009.

On ~~February~~September 1225, 2009, ~~our~~the Company's Board of Directors approved the issuance of an ~~unsecured~~Unsecured ~~promissory~~Promissory ~~note~~Note to Jesse M. De Castro ~~(the Company's Chief Financial Officer, Secretary, and Director)~~ in the principal amount of $843,000 in ~~consideration~~exchange offor the Company's receipt of a$43,000 ~~cash~~from ~~investment~~Mr. ofDe ~~the same amount by him~~Castro. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on ~~February~~December 1231, ~~2010~~2011.

On ~~March~~December 631, 2009, the Company's Board of Directors approved the issuance of an ~~unsecured~~Unsecured ~~promissory~~Promissory ~~note~~Note to Jesse M. De Castro ~~(the Company's Chief Financial Officer, Secretary, and Director)~~ in the principal amount of $2520,000 in ~~consideration~~exchange offor the Company's receipt of a$20,000 ~~cash~~from ~~investment~~Mr. ofDe ~~the same amount by him~~Castro. The promissory note may be prepaid at any time without penalty and carries a 7% interest rate and all accrued and unpaid interest and principal are due on ~~March~~December 631, ~~2010 (which was subsequently extended by an oral agreement to the new maturity date of March 6,~~ 2011).

On ~~September~~December 2531, 2009, the Company's ~~Board~~and ofJesse ~~Directors~~M. ~~approved~~De Castro orally agreed to extend the ~~issuance~~maturity date of anthe ~~Unsecured~~following ~~Promissory~~unsecured ~~Note~~promissory tonotes ~~Jesse~~previously Missued by the Company to Mr. De Castro infrom the ~~principal~~date ~~amount~~at ofwhich they were originally due: (1) the $4320,000 inUnsecured ~~exchange~~Promissory ~~for~~Note issued on August 30, 2008 is now due on August 30, 2011; (2) the ~~Company's~~$15,000 ~~receipt~~Unsecured ofPromissory Note issued on November 10, 2008 is now due on November 10, 2011; (3) the $4330,000 ~~from~~Unsecured ~~Mr.~~Promissory DeNote ~~Castro.~~issued ~~The~~on ~~promissory~~November ~~note~~25, ~~may~~2008 beis ~~prepaid~~now atdue ~~any~~November ~~time~~25, ~~without~~2011; ~~penalty~~(4) ~~and~~the ~~carries~~$8,000 aUnsecured 7%Promissory ~~interest~~Note ~~rate~~issued ~~and~~on ~~all~~March ~~accrued~~16, ~~and~~2011 ~~unpaid~~is ~~interest~~now due February 12, 2011; and ~~principal~~(5) ~~are~~the ~~due~~$25,000 Unsecured Promissory Note issued on ~~September~~March 256, 2010 is now due March 6, 2011.

On September 3017, ~~2009~~2010, ~~the~~we ~~Company's~~issued ~~Board~~17,400,000 ofto ~~Directors~~a ~~approved~~company ~~the~~controlled ~~issuance~~by ofour ansole ~~Unsecured~~director ~~Promissory~~and ~~Note~~officer, to Jesse MDe Castro. We have been indebted to Mr. De Castro in the ~~principal~~ amount of US$20221,000 inas ~~exchange~~a ~~for~~result ~~the~~of ~~Company's~~shareholder ~~receipt~~loans, ofand US$2032,000 ~~from~~as a result of accrued and unpaid compensation. Mr. De Castro. ~~The~~has ~~promissory~~agreed ~~note~~to ~~may~~accept be11,000,000 ~~prepaid~~shares atof ~~any~~common ~~time~~stock, ~~without~~in ~~penalty~~partial ~~and~~settlement ~~carries~~of aUS$55,000 7%of ~~interest~~the ~~rate~~outstanding shareholder loans, and ~~all~~6,400,000 ~~accrued~~shares ~~and~~of ~~unpaid~~common ~~interest~~stock ~~and~~in ~~principal~~settlement ~~are~~of ~~due~~the onaccrued ~~September~~and ~~30,~~unpaid ~~2010~~compensation.

On ~~September~~January 3031, ~~2009,~~ the Company and ~~Jesse M~~Mr. DeStoppenhagen ~~Castro~~entered ~~orally~~into ~~agreed~~a toConsulting, ~~extend~~Confidentiality ~~the~~and ~~maturity~~Proprietary ~~date~~Rights ofAgreement ~~the~~pursuant ~~following~~to ~~unsecured~~which ~~promissory notes previously issued by~~ the Company toengaged Mr. DeStoppenhagen ~~Castro~~to ~~from~~provide ~~the~~financial ~~date~~duties atrequired ~~which~~to ~~they~~maintain ~~were~~a ~~originally~~public ~~due:~~shell ~~(1)~~and ~~the~~services ~~$20,000~~as ~~Unsecured Promissory Note issued on August 30, 2008 is now due on August 30, 2011; (2)~~ the ~~$15,000~~Company’s ~~Unsecured~~interim ~~Promissory~~sole ~~Note~~director ~~issued~~and onofficer. Mr. ~~November~~Stoppenhagen ~~10,~~receives ~~2008~~a ismonthly ~~now~~fee ~~due~~of ~~on November 10, 2011; (3) the~~ $~~30,000 Unsecured Promissory Note issued on November 25, 2008 is now due November 25, 2011; (~~4~~) the $8~~,000 ~~Unsecured~~in ~~Promissory~~consideration ~~Note~~of ~~issued on February 12, 2010 is now due February 12, 2011; and (5)~~ the ~~$25,000~~services ~~Unsecured~~described ~~Promissory Note issued on March 6, 2010 is now due March 6, 2011~~above.

With respect to a conflict of interest with respect to the promissory notes issued to Mr. Jesse M. De Castro and the agreement between Miodrag Andric (as Manager of Notos, d.o.o.) and the Company, the Board of Directors independent of Mr. De Castro had determined that the terms of the promissory notes was necessary, beneficial and reasonable under the circumstances. More specifically, the Company's Board of Directors determined that the terms of the promissory notes were not materially different than those that the Company could likely obtain, at the time of their issuance, in an arms-length transaction with a third party.

<Table of Contents> 53

Item 14. Principal Accounting Fees and Services

~~All~~Effective ~~audit~~January ~~and~~31, ~~professional~~2011, ~~services~~Company ~~provided~~dismissed byCHANG ~~Chang~~ G. ~~Park~~PARK, CCPA, Ph.P D.A. ("“Chang Park"”), ~~Certified~~as ~~Public~~its ~~Accountants,~~independent ~~will~~registered bepublic ~~approved~~accounting ~~in advance by the Audit Committee to assure such services do not impair the auditor's independence from us~~firm. The ~~total~~decision ~~aggregate~~was ~~fees~~approved ~~billed~~ by ~~Park were $0, $0, and $12,000 for~~ the ~~fiscal~~Company’s ~~years~~Board ~~ended~~of ~~December 31, 2007, December 31, 2008 and December 31, 2009, respectively~~Directors. ~~The following table shows the detailed fees billed to us by Park for professional services rendered during these fiscal years.~~

Description of Fees	2007	2008	2009
Audit Fees	0	0	$12,000
Audit Related Fees	0	0	0
Tax Fees	0	0	0
All Other Fees	0	0	0
Total Fees	0	0	$12,000

The reports of Chang Park on the Company’s financial statements for the fiscal years ended December 31, 2009 and 2008 did not contain an adverse opinion or disclaimer of opinion and were not modified as to uncertainty, audit scope, or accounting principles, except the report did contain an explanatory paragraph related to the Company’s ability to continue as a going concern. During the Company’s fiscal years ended December 31, 2009 and 2008, and the subsequent period through the date of this report, there were (i) no disagreements with Chang Park on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Chang Park would have caused Chang Park to make reference to the subject matter of the disagreements in connection with its report, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

~~Audit~~On ~~Fees:~~ January 31, 2011, the Company engaged Anton & Chia, LLP (“Anton & Chia”) as the Company’s new independent registered public accounting firm. The appointment of Anton & Chia was approved by the Company’s Board of Directors.

~~Audit~~-~~Related~~ ~~Fees:~~26 -

Due to the Company’s fee issues with Chang Park and the restriction of access to their prior period workpapers, the Company engaged Anton & Chia to re-audit the financial statements as of and for the year ended December 31, 2009.

All audit and professional services provided by Chang G. Park, C.P.A. ("Park"), Certified Public Accountants, were be approved in advance by the Audit Committee to assure such services do not impair the auditor's independence from us. The total aggregate fees billed by Park were $0, $12,000, and $3,300 for the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010, respectively. The following table shows the detailed fees billed to us by Park for professional services rendered during these fiscal years.

Description of Fees	2008	2009	2010

Audit Fees	0	$12,000	$3,300
Audit Related Fees	0	0	0
Tax Fees	0	0	0
All Other Fees	0	0	0
Total Fees	0	$12,000	$3,300

Audit Fees: Represents fees for professional services provided for the audit of our annual financial statements, services that are performed to comply with generally accepted auditing standards, and review of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

Audit-Related Fees: Represents the fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The Board of Directors considers Park to be well qualified to serve as our independent public accountants.

The Audit Committee will approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the "de minimus" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent auditors' annual audit plan.

Tax Fees: This represents professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees: Park was paid no other fees for professional services during the fiscal years ended December 31, 2008, December 31, 2009 and December 31, 2010.

~~<Table~~Policy on Audit Committee Pre-Approval of ~~Contents>~~Audit 54and Permissible Non-audit Services of Independent Auditors

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

- 27 -

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements and Schedules See index to financial statements on page F-1 of this Annual Report.

All other schedules called for under regulation S-X are not submitted because they are not applicable or not required, or because the required information is included in the financial statements or notes thereto.

(b) Exhibits

23.1		Consent of Chang G. Park, C.P.A., independent registered public accountants
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Executive Officer
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Financial Officer
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Executive Officer
32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 from the Company's Chief Financial Officer

- 28 -

~~<Table~~Exhibit ~~of Contents> 55~~No.

Document Description

*3. Articles of Incorporation, Amendment, and By-Laws

*3.(a) Articles of Incorporation

*3.(b) By-Laws

10. Material Contracts previously filed

*10.(a) Secured Promissory Note ($94,087 - Seal Commercial)

*10.(b) Unsecured Promissory Note ($20,000 - De Castro)

*10.(c) Unsecured Promissory Note ($15,000 - De Castro)

*10.(d) Unsecured Promissory Note ($30,000 - De Castro)

*10.(e) Unsecured Promissory Note ($8,000)

*10.(f) Unsecured Promissory Note ($25,000)

*10.(g) Joint Venture Agreement

*10.(h) Employment Agreement (De Castro)

*10.(i) Mutual Nondisclosure Agreement between Notos and Gamesa

*10.(j) Joint Venture Agreement of December 12, 2008

*10.(k) Unsecured Promissory Note ($43,000 - De Castro)

*10.(l) Unsecured Promissory Note ($75,000 - De Castro)

*10.(m) Agreement with Ajo Capital

**10.(n) Consulting, Confidentiality and Proprietary Rights Agreement between Eric Stoppenhagen and Green Star Alternative Energy dated January 31, 2011.

31.1		Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Annual Report on Form 10-K for the year ended September 30, 2010.
32.1		Certification of the Company's Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*Incorporated herein by reference to the Company’s Form 10 filed January 25, 2010

**Incorporated herein by reference to the Company’s Form 8-k filed February 1, 2011

- 29 -

SIGNATURES

In Pursuant ~~accordance~~to ~~with~~the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the ~~registrant~~Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GREEN STAR ALTERNATIVE ENERGY, INC.

Green Star Alternative Energy, Inc.

Date: March 16, 2011	By:	/s/ ERIC STOPPENHAGEN ----------------------------------------------------------- Name: Eric Stoppenhagen Title: Chief Executive Officer

~~________________________________________________________________________ (Registrant)~~In accordance with the requirements of the Securities Exchange Act of 1934, this annual report has been signed below by the following persons on behalf of the registrant and in the following capacities on March 16, 2011.

By: /s/ ~~Peter~~ERIC ~~Gilcud,~~STOPPENHAGEN ----------------------------------------------------------- Name: Eric Stoppenhagen Title: Chief Executive Officer Chief Financial Officer President Treasurer Secretary and Sole Director

~~By_____________________________________________________________________ (Signature~~- ~~and~~30 ~~Title)~~-

~~Date:~~Financial ~~February 22, 2010~~Statement

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Peter Gilcud, President, Chief Executive Officer and Director

______________________________________________________________________________________ (Signature and Title)

By: /s/Jesse M. De Castro, Chief Financial Officer, Secretary and Director

______________________________________________________________________________________ (Signature and Title)

Date: February 22, 2010

<Table of Contents> 56

Financial Statements

Chang G. Park, CPA, Ph. D. t 2667 CAMINO DEL RIO SOUTH, SUITE B t SAN DIEGO, CALIFORNIA 92108 t

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders ~~Green Star Alternative Energy, Inc. (Formerly R&R Travel Inc.) (A Development Stage Company)~~

~~We have audited the accompanying balance sheets of~~ Green Star Alternative Energy, Inc. ~~(A Development Stage~~

(Formerly R&R Travel Inc.)

(A Development Stage Company)

We have audited the accompanying balance sheets of Green Star Alternative Energy, Inc. (A Development Stage "Company") as of December 31, 2010 and 2009 and the related statements of operations, changes in shareholders' deficit and cash flows for the years then ended, and for the period from March 2, 2001 (inception) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Green Star Alternative Energy, Inc. as of December 31, ~~2009~~2010 and ~~2008~~2009, and the result of its operations and its cash flows for the years then ended and for the period from March 2, 2001 (inception) to December 31, ~~2009~~2010 in conformity with U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, because of the Company's current status and limited operations there is substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~February~~/s/Anton ~~11,~~& ~~2010 San Diego, CA. 92108~~Chia

~~Member of the California Society of Certified Public Accountants Registered with the Public Company Accounting Oversight Board~~____________________

~~<Table~~Anton of& ~~Contents>~~Chia, ~~F - 1 Financial Statements~~LLP

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Balance Sheets As of December 31, 2009 and 2008
	2009		2008
ASSETS
Current Assets
Cash	$	8,303	$	3,310
Pre-Paid Expense		705		-
Total Current Assets		9,008		3,310
Equipment, net		95,187		95,691
Total Assets		104,195		99,001
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities
Accrued Expenses	$	15,072	$	2,555
Accounts Payable		3,023		2,775
Loan from Director		221,000		51,975
Other Loan Payable		94,063		94,063
Total Liabilities		333,158		151,368
Stockholders' Equity
Common Stock, (Authorized, 200,000,000 shares, Par value: $0.001, 26,250,000 shares and 26,250,000 shares issued and outstanding as of December 31, 2009 and 2008, respectively	$	26,250	$	26,250
Additional Paid-in Capital		33,750		33,750
Deficit accumulated during the development stage		(288,963)		(112,367)
Total Stockholders' Equity		(228,963)		(52,367)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	104,195	$	99,001
The accompanying notes are an integral part of these financial statements.

March 16, 2011

~~<Table~~Newport ofBeach, ~~Contents> F - 2 Financial Statements~~CA.

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Statements of Operations For the Year ended December 31, 2009 and 2008 and for the Period from March 2, 2001 (inception) through December 31, 2009
	Year ended December 31,				From March 2, 2001 (Inception) Through December 31, 2009
	2009		2008
REVENUES
Revenues	$	-	$	-	$	68,029
Total Revenues		-		-		68,029
Operating Expense
Administrative Expense		161,358		99,812		339,199
Total Operating Expense		161,358		99,812		339,199
Other Income (Loss)
Interest Expense		(15,238)		(2,555)		(17,793)
Total Other Income (Loss)		(15,238)		(2,555)		(17,793)
Net (Loss)	$	(176,596)	$	(102,367)	$	(288,963)
Basic earnings per share	$	(0.01)	$	(0.00)
Weighted average number of common shares outstanding		26,250,000		22,725,410
The accompanying notes are an integral part of these financial statements.

- F-1 -

<Table of Contents> F - 3 Financial Statements

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Balance Sheets As of December 31, 2010 and 2009

	2010			2009

ASSETS

Current Assets
Cash	$	-		$	8,303
Pre-paid xpense		-			705

Total current assets		-			9,008


Equipment, net		-			95,187


TOTAL ASSETS	$	-		$	104,195





LIABILITIES and STOCKHOLDERS' DEFICIT

Current Liabilities
Accrued liabilities	$	4,704		$	15,072
Accounts payable		15,685			3,023
Loan from director		189,967			221,000
Other loan payable		-			94,063

Total current liabilities		210,356			333,158


Stockholders' deficit
Common stock, (Authorized, 200,000,000 shares, par value: $0.001, 63,337,543 shares and 26,250,000 shares issued and outstanding as of December 31, 2010 and 2009, respectively		63,338			26,250
Additional paid-in capital		83,662			33,750
Deficit accumulated during the development stage		(357,356	)		(288,963	)

Total stockholders' deficit		(210,356	)		(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. (Formerly R&R Travel, Inc.) (A Development Stage Company) Statements of Changes in Stockholders' Equity From March 2, 2001 (inception) through December 31, 2009
		Common Stock	Common Stock Amount		Additional Paid-in Capital		Deficit Accumulated During the Development Stage		Total
	On March 5, 2001,
	6,250,000 shares issued for services	6,250,000	$	6,250	$	(5,000)	$		$	1,250
	On April 5, 2001,
	6,250,000 shares issued for services	6,250,000		6,250		(5,000)				1,250
	August to December 2001
	3,750 shares issued for cash	3,750,000		3,750		3,750				7,500
	Net loss, December 31, 2001							(2,066)		(2,066)
	Balance, December 31, 2001	16,250,000		16,250		(6,250)		(2,066)		7,934
	Net loss, December 31, 2002							(2,204)		(2,204)
	Balance, December 31, 2002	16,250,000		16,250		(6,250)		(4,270)		5,730
	Net loss, December 31, 2003							(11,024)		(11,024)
	Balance, December 31, 2003	16,250,000		16,250		(6,250)		(15,294)		(5,294)
	Net loss, December 31, 2004							(1,475)		(1,475)
	Balance, December 31, 2004	16,250,000		16,250		(6,250)		(16,769)		(6,769)
	Net income, December 31, 2005							9,781		9,781
	Balance, December 31, 2005	16,250,000		16,250		(6,250)		(6,988)		3,012
	Net income, December 31, 2006							1,808		1,808
	Balance, December 31, 2006	16,250,000		16,250		(6,250)		(5,180)		4,820
	Net income, December 31, 2007							(4,820)		(4,820)
	Balance, December 31, 2007	16,250,000		16,250		(6,250)		(10,000)		-
	May 9, 2008,
	10,000,000 shares issued for cash	10,000,000		10,000		40,000				50,000
	Net loss, December 31, 2008							(102,367)		(102,367)
	Balance December 31, 2008	26,250,000	$	26,250	$	33,750	$	(112,367)	$	(52,367)
	Net loss December 31, 2009							(176,596)		(176,596)
	Balance December 31, 2009	26,250,000	$	26,250	$	33,750	$	(288,963)	$	(228,963)
The accompanying notes are an integral part of these financial statements.

- F-2 -

<Table of Contents> F - 4 Financial Statements

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Statements of Operations For the Year ended December 31, 2010 and 2009 and for the Period from March 2, 2001 (inception) through December 31, 2010

	Year ended December 31,						From March 2, 2001 (Inception) through December 31, 2010

	2010			2009

REVENUES
Revenues	$	-		$	-		$	68,029

Total revenues		-			-			68,029


Operating expenses
Administrative expenses		72,115			161,358			411,054

Total operating expenses		72,115			161,358			411,054


Other income (loss)
Total other income (expense)		3,722			(15,238	)		(14,331	)



Net loss	$	(68,393	)	$	(176,596	)	$	(357,356	)




Net loss per share of common stock – basic and diluted	$	(0.00	)	$	(0.01	)




Weighted average number of common shares outstanding – basic and diluted		50,956,774			26,250,000





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

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Statements of Cash Flows For the Year ended December 31, 2009 and 2008 and for the Period from March 2, 2001 (inception) through December 31, 2009
	Year ended December 31,				From March 2, 2001 (Inception) Through December 31, 2009
	2009		2008
Operating Activities
Net income(Loss)	$	(176,596)	$	(102,367)	$	(288,963)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expenses		2,974		146		3,120
Share issued for services						2,500
Change in operating assets and liabilities:
Pre-paid expense		(705)				(705)
Increase in accounts payable		248		2,775		3,023
Increase in accrued expense		12,517		2,555		15,072
Net Cash Provided (used) by Operating Activities		(161,562)		(96,891)		(265,593)
Investing Activities
Purchase Equipment		(2,470)		(95,837)		(98,307)
Net Cash Provided (used) by Investing Activities		(2,470)		(95,837)		(98,307)
Financing Activities
Increase in loan from related party		169,025		51,975		221,000
Increase in other loan payable		-		94,063		94,063
Cash received from issuance of stock		-		50,000		57,500
Net Cash Provided (used) by Financing Activities		169,025		196,038		372,563
Net increase(decrease) in cash		4,993		3,310		8,303
Cash and cash equivalents at beginning of period		3,310		-		-
Cash and Cash Equivalents at End of Period	$	8,303	$	3,310	$	8,303
Cash Paid for Interest	$	-	$	-	$	-
Cash Paid for Income Taxes	$	-	$	-	$	-
The accompanying notes are an integral part of these financial statements.

- F-3 -

<Table of Contents> F - 5 Financial Statements

Green Star Alternative Energy Inc. (Formerly R&R Travel, Inc.) (A Development Stage Company) Statements of Changes in Stockholders' Deficit From March 2, 2001 (inception) through December 31, 2010


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




On March 5, 2001,
6,250,000 shares issued for services	6,250,000	$	6,250	$	(5,000)	$		$	1,250

On April 5, 2001,
6,250,000 shares issued for services	6,250,000		6,250		(5,000)				1,250

August to December 2001
3,750,000 shares issued for cash	3,750,000		3,750		3,750				7,500

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


Balance, December 31, 2001	16,250,000		16,250		(6,250)		(2,066)		7,934


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


Balance, December 31, 2002	16,250,000		16,250		(6,250)		(4,270)		5,730


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


Balance, December 31, 2003	16,250,000		16,250		(6,250)		(15,294)		(5,294)


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


Balance, December 31, 2004	16,250,000		16,250		(6,250)		(16,769)		(6,769)

~~Green~~- ~~Star~~F-4 ~~Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Notes to Financial Statements December 31, 2009~~-


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


	Balance, December 31, 2005	16,250,000		16,250		(6,250)		(6,988)		3,012


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


	Balance, December 31, 2006	16,250,000		16,250		(6,250)		(5,180)		4,820


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


	Balance, December 31, 2007	16,250,000		16,250		(6,250)		(10,000)		-


	May 9, 2008,
	10,000,000 shares issued for cash	10,000,000		10,000		40,000				50,000

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


	Balance December 31, 2008	26,250,000		26,250		33,750		(112,367)		(52,367)


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


	Balance December 31, 2009	26,250,000		26,250		33,750		(288,963)		(228,963)

	Share dividend of three additional shares for every four shares of common stock	19,687,543		19,688		(19,688)				-

	On September 17, 2010, 17,400,000 shares issued for debt	17,400,000		17,400		69,600				87,000

	Net loss, December 31, 2010							(68,393)		(68,393)

	Balance December 31, 2010	63,337,543	$	63,338	$	83,662	$	(357,356)	$	(210,356)





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

- F-5 -

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Statements of Cash Flows For the Year ended December 31, 2010 and 2009 and for the Period from March 2, 2001 (inception) through December 31, 2010

	Year ended December 31,						From March 2, 2001 (Inception) through December 31, 2010

	2010			2009


Operating Activities
Net loss	$	(68,393	)	$	(176,596	)	$	(357,356	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation expenses		-			2,974			3,120
Share issued for services		-			-			2,500
Change in operating assets and liabilities:
Decrease (Increase) in pre-paid expense		705			(705	)		-
Increase in accounts payable		46,434			248			49,457
Increase in interest payable		11,827			12,517			26,899

Net cash provided (used) by operating activities		(9,427	)		(161,562	)		(275,380	)


Investing Activities
Purchase equipment		-			(2,470	)		(98,307	)
Forfeited equipment		95,187			-			95,187

Net cash provided (used) by investing activities		95,187			(2,470	)		(3,120	)


Financing Activities
Increase in loan from related party		-			169,025			221,000
Increase in other loan payable		(94,063	)		-			-
Cash received from issuance of stock		-			-			57,500

Net cash provided (used) by financing activities		(94,063	)		169,025			278,500


Net increase(decrease) in cash		(8,303	)		4,993			-
Cash at beginning of period		8,303			3,310			-

Cash at end of period	$	-		$	8,303		$	-




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

- F-6 -

Green Star Alternative Energy, Inc.

(Formally R&R Travel, Inc.)

(A Development Stage Company)

Notes to Financial Statements

December 31, 2010

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Green Star Alternative Energy, Inc. (the “Company”) ~~(Formerly R&R Travel Inc.)~~ 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 twelve 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.

- F-7 -

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:

(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.

- F-8 -

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 audited condensed financial statements of Green Star Alternative Energy, Inc. (the "Company") are presented in accordance with the requirements for Form 10-K 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 ~~Company's~~results ~~financial~~have ~~statements~~been ~~are~~determined ~~prepared~~on ~~using~~ the ~~accrual~~basis ~~method~~ of generally accepted accounting principles and practices applied consistently with those used in the preparation of the Company's financial statements. The accompanying financial statements have been prepared in ~~accordance~~conformity with accounting principles generally accepted in the United ~~State.~~States ~~The~~of ~~Company has elected a December 31, year-end~~America.

b.Going Concern - ~~Basic~~Since inception, the Company and ~~Diluted~~has ~~Earnings~~a ~~per~~cumulative ~~Share~~net loss of $357,356. Since inception, the Company has also been dependent upon the receipt of capital investment or other financing to fund its operations. The Company currently has no source of operating revenue, 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. 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 the Company 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 the Company's ability to continue as a going concern.

The ~~Company~~accompanying ~~computes~~financial ~~net~~statements ~~income~~have ~~(loss)~~been ~~per~~presented ~~share~~on inthe ~~accordance~~basis ~~with~~of ~~ASC~~the ~~260,~~continuation ~~Earnings~~of ~~per~~the ~~Share. ASC~~Company ~~260~~as ~~specifies~~a ~~the~~going ~~computation,~~concern ~~presentation~~and do not include any adjustments relating to the recoverability and ~~disclosure~~classification ~~requirements~~of ~~for~~recorded ~~earnings~~asset ~~(loss)~~amounts ~~per~~or ~~share~~the ~~for~~amounts ~~entities~~and ~~with~~classifications ~~publicly~~of ~~held~~liabilities ~~common~~that ~~stock. The~~might ~~Company~~be ~~has~~necessary ~~adopted~~should the ~~provisions~~Company ofbe ~~ASC~~unable ~~260~~to ~~effective~~continue ~~March~~as 2,a ~~2001~~going ~~(inception)~~concern.

~~Basic~~Use ~~net~~of ~~earnings~~Estimates ~~(loss)~~- ~~per~~The ~~share~~preparation ~~amounts~~of ~~are~~financial ~~computed~~statements byin ~~dividing~~conformity ~~the~~with ~~net~~accounting ~~earnings~~principles ~~(loss)~~generally byaccepted in the ~~weighted~~United ~~average~~States ~~number~~ of ~~common~~America ~~shares~~requires ~~outstanding.~~management ~~Diluted~~to ~~earnings~~make ~~(loss)~~estimates ~~per~~and ~~share~~assumptions ~~are~~that affect the ~~same~~reported asamounts ~~basic~~of ~~earnings~~assets ~~(loss)~~and ~~per~~liabilities ~~share~~and ~~due~~disclosure toof contingent assets and liabilities as well as the ~~lack~~reported amounts of ~~dilutive~~revenues ~~items~~and inexpenses. ~~the~~Actual ~~Company~~results could differ from these estimates.

~~c. Cash~~- ~~Equivalents~~F-9 -

Income Taxes - The Company ~~considers~~records ~~all~~income ~~highly~~taxes ~~liquid~~in ~~investments~~accordance ~~purchased~~ with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” The standard requires, among other provisions, an ~~original~~asset ~~maturity~~and liability approach to recognize deferred tax liabilities and assets for the expected future tax consequences of ~~three~~temporary ~~months~~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 ~~less~~all toof bethe ~~cash~~deferred ~~equivalents~~tax assets will not be realized.

~~d. Equipment~~Cash and Cash Equivalents - Cash and cash equivalents, if any, include all highly liquid instruments with an original maturity of three months or less at the date of purchase.

~~Equipment~~Fair isValue ~~carried~~of atFinancial ~~cost. Depreciation~~Instruments is- ~~computed~~On ~~using~~July ~~the~~1, ~~straight-line~~2008, ~~method over~~ the ~~estimated~~Company ~~useful~~adopted ~~lives~~Accounting ofStandards ~~the~~Codification ~~depreciable~~Topic ~~property~~820, ~~(Wind~~Fair ~~Sensor:~~Value 20Measurements ~~year,~~and ~~Computer:~~Disclosures 3("Topic ~~year~~820"). ~~Management~~Topic ~~evaluates~~820 ~~useful~~defines ~~lives~~fair ~~regularly~~value, inestablishes ~~order~~a tothree-level ~~determine~~valuation ~~recoverability~~hierarchy ~~taking~~for ~~into~~disclosures ~~consideration~~of ~~current~~fair ~~technological~~value ~~conditions. Maintenance~~measurement and ~~repairs~~enhances ~~are~~disclosure ~~charged~~requirements tofor ~~expense~~fair asvalue ~~incurred;~~measures. ~~additions~~The ~~and~~three ~~betterments~~levels are ~~capitalized.~~defined as follows:

~~Fully~~Level ~~depreciated~~1 ~~assets~~inputs ~~are~~to ~~retained in equipment and accumulated depreciation accounts until retirement or disposal. Upon retirement or disposal of an asset,~~ the ~~cost~~valuation ~~and~~methodology ~~related accumulated depreciation~~ are ~~removed,~~quoted ~~and~~prices ~~any~~(unadjusted) ~~resulting~~for ~~gain~~identical orassets ~~loss, net of proceeds, is credited~~ or ~~charged~~liabilities toin ~~operations~~active markets.

~~<Table~~Level of2 ~~Contents>~~inputs Fto -the 6valuation ~~Financial~~methodology ~~Statements~~include quoted prices for similar assets and 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.

~~Green~~Level ~~Star~~3 ~~Alternative~~inputs ~~Energy,~~to ~~Inc.~~valuation ~~(Formally~~methodology ~~R&R~~are ~~Travel,~~unobservable ~~Inc.) (A~~and ~~Development~~significant ~~Stage Company) Notes~~ to ~~Financial~~the ~~Statements December~~fair ~~31, 2009~~measurement.

~~NOTE~~The ~~2. SUMMARY~~fair OFvalue ~~SIGNIFICANT~~of ~~ACCOUNTING~~the ~~POLICIES~~Company's ~~(Continued)~~cash and cash equivalents, accrued liabilities and accounts payable approximate carrying value because of the short-term nature of these items.

eStock-Based Compensation — The Company records transactions under share based payment arrangements in accordance with the provisions of the FASB ASC Topic 718, “Share Based Payment Arrangements”. ~~Use~~The standard requires recognition of ~~Estimates~~the cost of employee services received in exchange for an award of equity instruments in the financial statements over the period the employee is required to perform the services in exchange for the award. 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 for the unvested portion of previously granted awards that remain outstanding at the date of adoption and ~~Assumptions~~recorded compensation expense for all awards granted after the date of adoption.

The ~~preparation~~standard provides that income tax effects of share-based payments are recognized in the financial statements infor ~~conformity~~those ~~with~~awards ~~generally~~that ~~accepted~~will ~~accounting~~normally ~~principles~~result ~~requires~~in ~~management~~tax todeduction ~~make~~under ~~estimates~~existing ~~and~~law. ~~assumptions~~Under ~~that~~current ~~affect~~U.S. federal tax law, the ~~reported~~Company ~~amounts~~would ofreceive ~~assets~~a ~~and~~compensation ~~liabilities~~expense ~~and~~deduction ~~disclosure~~related ofto ~~contingent~~non-qualified ~~assets~~stock options only when those options are exercised and ~~liabilities~~vested atshares ~~the~~are ~~date~~received. ofAccordingly, the financial ~~statements~~statement ~~and~~recognition ~~the~~of ~~reported~~compensation ~~amounts~~cost offor ~~revenues~~non-qualified stock options creates a deductible temporary difference which results in a deferred tax asset and ~~expenses~~a ~~during~~corresponding deferred tax benefit in the ~~reporting~~income ~~period~~statement. ~~Actual~~The ~~results~~Company ~~could~~does ~~differ~~not ~~from~~recognize ~~those~~a ~~estimates~~tax benefit for compensation expense related to incentive stock options unless the underlying shares are disposed in a disqualifying disposition.

f 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. ~~Income~~ Common ~~Taxes~~equivalent shares related to stock options and warrants have been excluded from the computation of basic and diluted earnings per share, for the years ended December 31, 2010 and 2009 because their effect is anti-dilutive.

~~Income~~Comprehensive ~~taxes~~Loss ~~are~~- ~~provided~~Comprehensive loss is defined as all changes in ~~accordance~~stockholders' ~~with~~equity, ~~ASC~~exclusive ~~740~~of transactions with owners, ~~Income~~such ~~Taxes~~as capital investments. AComprehensive ~~deferred~~loss ~~tax~~includes ~~asset~~net orloss, ~~liability~~changes isin ~~recorded~~certain ~~for~~assets ~~all~~and ~~temporary~~liabilities ~~differences~~that ~~between~~are ~~financial~~reported ~~and~~directly ~~tax~~in ~~reporting~~equity ~~and~~such ~~net~~as ~~operating~~translation ~~loss~~adjustments ~~carry~~on ~~forwards. Deferred~~investments ~~tax~~in ~~expense~~foreign subsidiaries and unrealized gains (~~benefit~~losses) ~~results from the~~on ~~net change during~~ available-for-sale securities. For the ~~year~~ ~~of deferred tax assets~~ years ended December 31, 2010 and ~~liabilities~~2009, the Company's comprehensive loss was the same as its net loss.

~~Deferred~~- ~~tax~~F-10 assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.-

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

Financial ~~instruments~~Instruments ~~that~~— ~~potentially~~Our ~~subject~~financial ~~the~~instruments ~~Company to significant concentrations of credit risk~~ consist ~~principally~~ of cash, ~~deposits.~~accounts ~~This~~payable, ~~cash~~and isnotes ~~on deposit with a large federally insured bank~~payable. The ~~Company~~carrying ~~has~~values ~~not~~of ~~experienced~~cash, ~~any~~accounts ~~losses~~payable, inand ~~cash~~notes ~~balances~~payable ~~and~~are ~~does~~representative ~~not~~of ~~believe~~their itfair isvalues ~~exposed~~due to ~~any~~their ~~significant~~short-term ~~credit risk on cash and cash equivalents~~maturities.

~~h. Recent~~Recently Issued 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. 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.

In June 2009, the FASB issued ~~guidance~~a ~~now~~new ~~codified~~standard asthat ~~ASC~~revises ~~105, Generally Accepted Accounting Principles as~~ the ~~single~~consolidation ~~source~~guidance offor ~~authoritative~~variable-interest ~~accounting~~entities. ~~principles~~The ~~recognized~~modifications byinclude the ~~FASB~~elimination toof ~~be applied by nongovernmental entities in~~ the ~~preparation~~exemption offor ~~financial~~qualifying ~~statements~~special inpurpose ~~conformity with U.S. GAAP~~entities, ~~aside~~a ~~from~~new ~~those~~approach ~~issued~~for bydetermining ~~the~~who ~~SEC.~~should ~~ASC~~consolidate ~~105~~a ~~does~~variable-interest ~~not~~entity, ~~change~~and ~~current~~changes ~~U.S.~~to ~~GAAP,~~when ~~but~~it is ~~intended~~necessary to ~~simplify~~reassess ~~user~~who ~~access~~should toconsolidate ~~all authoritative U.S. GAAP by providing all authoritative literature related to~~ a ~~particular~~variable-interest ~~topic in one place~~entity. The adoption of ~~ASC~~this ~~105~~standard did not have a material impact on ~~the~~our ~~Company's~~ financial statements~~, but did eliminate all references to pre-codification standards~~.

~~The~~In ~~Company~~January 2010, ~~has~~the ~~implemented~~FASB ~~all~~issued ~~new~~ASU ~~accounting~~No. 2010-6, Improving ~~pronouncements~~Disclosures About Fair Value Measurements , that ~~are~~amends inexisting ~~effect~~disclosure requirements under FASB Accounting Standards Codification (ASC) 820 by adding required disclosures about items transferring into and ~~that~~out ~~may~~of ~~impact~~levels ~~its~~1 ~~financial~~and ~~statements~~2 in the fair value hierarchy; adding separate disclosures about purchases, sales, issuances, and ~~does~~settlements ~~not~~relative ~~believe~~to ~~that~~level ~~there~~3 ~~are~~measurements; ~~any~~and clarifying, among other ~~new~~things, ~~accounting~~the ~~pronouncements~~existing ~~that~~fair ~~have~~value ~~been~~disclosures ~~issued~~about ~~that~~the ~~might~~level ~~have~~of adisaggregation. ~~material~~For ~~impact~~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 ~~its~~a ~~financial~~gross ~~position~~basis, orwhich ~~results~~is effective beginning the first quarter of ~~operations~~2011. The Company is currently evaluating the impact of this standard on our financial statements.

NOTE 3. ~~GOING~~LOANS ~~CONCERN~~PAYABLE

The ~~accompanying~~Company ~~financial~~issued ~~statements~~a ~~are~~secured ~~presented~~Promissory onNote ato ~~going~~Seal ~~concern~~Commercial ~~basis~~S. ~~The~~A. ~~Company~~(“Seal”) ~~operated~~dated asSeptember ~~R&R~~25, ~~Travel~~2008 ~~from inception~~ (~~March~~the ~~2, 2001~~"Note") ~~until~~in ~~June~~connection 6,with ~~2008~~the ~~when~~purchase ~~the~~of ~~Company~~wind ~~voted~~sensors towhich ~~change~~act ~~it's~~as ~~name~~collateral to(“Collateral”) ~~Greenstar~~for ~~Alternative~~the ~~Energy~~said ~~Inc~~loan. The loan was for $94,063 and ~~modified~~the ~~it's~~terms ~~business~~and ~~plan~~conditions toof ~~operate~~such asNote aallow ~~provider~~for prepayment of ~~clean~~principle ~~energy~~and accrued interest at anytime without penalty. The ~~deficit~~interest ~~accumulated~~rate ~~during~~was ~~the~~7% ~~development~~per ~~stage~~annum. The aswind ofsensors ~~December~~were ~~31,~~being ~~2009~~held isby ~~$288,963~~Notos d. ~~Available~~o.o. ~~cash~~which atwas ~~December~~a ~~31,~~related ~~2009~~party isof ~~$8,303~~Seal. In ~~The~~early ~~future~~2010, Seal took possession of ~~this~~the ~~Company~~Collateral. isThe ~~dependent~~Company ~~upon~~has ~~its~~made ~~ability~~multiple attempts to ~~obtain~~reach ~~financing~~Seal and ~~upon~~has ~~profitable~~received ~~operations~~no ~~from~~response. Due to Seal taking possession of the ~~development~~Collateral and the lack of ~~its~~there ~~business~~response ~~opportunities~~to the Company, the Company believes the Note to be satisfied.

~~<Table~~NOTE of4. LOANS ~~Contents>~~FROM FRELATED ~~- 7 Financial Statements~~PARTY

~~Green~~The ~~Star~~Company ~~Alternative~~issued ~~Energy~~an unsecured Promissory Note dated August 30, ~~Inc.~~2008 (~~Formally~~the ~~R&R~~"Note") ~~Travel~~to Jesse de Castro, ~~Inc.) (A~~a ~~Development~~director ~~Stage~~of the Company~~) Notes~~, in connection with a $20,000 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 August 30, 2010. On December 3115, 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.

~~NOTE~~The 4Company 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. ~~EQUIPMENT~~ 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 December 31, 2011. The total accrued interest as of December 31, 2010 is $2,247.

~~Equipment~~- ~~consists~~F-11 ~~of the following:~~-

	December 31, 2009	December 31, 2008
Wind Sensor	$ 94,088	$ 94,088
Computer	4,219	1,749
Total Fixed Assets	98,307	95,837
Less: Accumulated Depreciation	(3,120)	(146)
Net Fixed Assets	$ 995,187	$ 95,691

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 December 31, 2011. The Company repaid the accrued interest of $2,121. The total accrued interest as of December 31, 2010 is $4,407.

~~Depreciation~~The ~~expenses~~Company ~~for~~issued ~~the~~an ~~year~~unsecured ~~ended~~Promissory ~~December~~Note 31dated February 12, 2009 ~~and~~(the ~~2008~~"Note") ~~were~~to Jesse de Castro, a director of the Company, in connection with an $28,~~974~~000 working capital loan to the Corporation. The terms and ~~$146~~conditions ~~respectively~~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 December 31, 2011. The total accrued interest as of December 31, 2010 is $1,054.

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 December 31, 2011. The total accrued interest as of December 31, 2010 is $654.

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 December 31, 2011. The total accrued interest as of December 31, 2010 is $3,188.

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 December 31, 2011. The total accrued interest as of December 31, 2010 is $2,282.

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 December 31, 2011. The total accrued interest as of December 31, 2010 is $3,810.

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 December 31, 2011. The total accrued interest as of December 31, 2010 is $5,466.

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 December 31, 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.

On September 17, 2010, we issued 11,000,000 shares of common stock, in partial settlement of US$55,000 of the Note dated September 30, 2009.

- F-12 -

NOTE 5. INCOME TAXES

The company has incurred operating losses of $~~288~~357,~~963~~356, which, if utilized, will begin to expire in 2021. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements and have been offset by a valuation allowance.

Details of deferred tax assets are as follows;

	As of December 31, 2009
		As of December 31, 2010
Deferred tax assets:
Net operating loss (from inception to December 31, 2009)	$ 288,963
Net operating loss (from inception to December 31, 2010)		$	357,356
Statutory tax rate (combined federal and state)	~~34%~~		34	%
Deferred tax assets	~~98,247~~		121,501
Valuation allowance	~~(98,247)~~		(121,501	)
Net deferred tax assets	~~-0-~~	$	-0-

The potential future tax benefits of these losses have not been recognized in these financial statements due to the uncertainty of their utilization. When the future utilization of some portion of the carry-forwards is determined not to be "more likely than not" a valuation allowance is provided to reduce the recorded tax benefits from such assets.

<Table of Contents> F - 8 Financial Statements

Green Star Alternative Energy, Inc. (Formally R&R Travel, Inc.) (A Development Stage Company) Notes to Financial Statements December 31, 2009

NOTE 6. 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 6,250,000 shares of its common stock to various officers and consultants for services ($1,250) rendered to the Company.

In April, 2001, the Company issued 6,250,000 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 3,750,000 shares of its common stock to various shareholders in exchange for cash proceeds realized in the amount of $7,500.

On May 9, 2008, the Company issued 10,000,000 shares of common stock at a price of $0.~~005~~002857 per share to its new CFO/Director for a total cash consideration of $50,000.

~~The~~On ~~stockholders'~~June ~~equity~~6, ~~section~~2008, of the Company ~~contains~~voted, via amendment to their Articles of Incorporation, to approve a forward share split of the ~~following~~Corporation's ~~class~~outstanding and issued shares of ~~capital~~common stock as of ~~December~~five ~~31,~~(5) ~~2009:~~shares for each one (1) issued by the Corporation.

·- ~~Common~~F-13 ~~stock, $ 0.001 par value: 200,000,000 authorized 26,250,000 shares issued and outstanding~~-

On ~~June~~January 628, ~~2008~~2010, the Company's ~~voted,~~Board ~~via~~of ~~amendment~~Directors toapproved ~~their~~the ~~Articles~~Record Date of ~~Incorporation~~January 29, to2010 ~~approve~~for athe ~~forward~~dividend ~~share~~of ~~split~~three additional shares of the ~~Corporation~~Company's ~~outstanding~~Common ~~and~~Stock ~~issued~~for ~~shares~~every offour ~~common~~shares ~~stock~~ of ~~five~~the ~~(5)~~Company's ~~shares~~Common ~~for~~Stock ~~each one (1) issued by the Corporation~~outstanding. All ~~share~~fractional ~~amounts~~shares ~~have~~will ~~been~~be ~~retroactively~~rounded ~~adjusted~~up ~~for~~to ~~all~~the ~~periods~~next ~~presented~~whole share.

On September 3017, ~~2009~~2010, we ~~declared~~issued 17,400,000 to a ~~three~~company ~~(3)~~controlled ~~for~~by ~~four~~our ~~(4)~~sole ~~stock~~director ~~dividend~~and officer, Jesse De Castro. ~~(That~~ isWe have been indebted to Mr. De Castro in the amount of US$221,000 ~~three~~as ~~New~~a ~~Shares~~result of ~~our~~shareholder ~~Common~~loans, ~~Stock~~and ~~were~~US$32,000 ~~paid~~as ~~for~~a ~~every~~result ~~four~~of ~~Old~~accrued ~~Shares~~and ~~held~~unpaid compensation.) ~~The~~Mr. ~~Record~~De ~~Date~~Castro ~~for~~has ~~payment~~agreed to accept 11,000,000 shares of ~~the~~common ~~dividend~~stock, ~~was~~in ~~later~~partial ~~established~~settlement asof ~~January~~US$55,000 29of the outstanding shareholder loans, ~~2010~~and 6,400,000 shares of common stock in settlement of the accrued and unpaid compensation.

~~NOTE~~The ~~7. LOANS~~stockholders' ~~PAYABLE~~equity section of the Company contains the following class of capital stock as of December 31, 2010:

~~The~~Common ~~Company issued a secured Promissory Note to Seal Commercial S.A. dated September 25~~stock, ~~2008 (the "Note") in connection with the purchase of Wind Sensors which act as "collateral" for the said loan. The loan is for~~ $~~94,063~~ ~~and the terms and conditions of such Note allow for prepayment of principle and accrued interest at anytime without penalty~~0.001 ~~The~~par ~~interest~~value: ~~rate is 7% per annum and the maturity date is September 25~~200,000,000 ~~2010.~~authorized ~~The total accrued interest as of December 31~~63,337,543 ~~2009~~shares isissued ~~$8,334.~~and outstanding

~~<Table~~All ofshare ~~Contents>~~amounts Fhave -been 9retroactively ~~Financial~~adjusted ~~Statements~~for all periods presented.

~~Green~~ NOTE ~~Star Alternative Energy, Inc~~7. LOANS ~~(Formally~~FROM ~~R&R~~RELATED ~~Travel, Inc.) (A Development Stage Company) Notes to Financial Statements December 31, 2009~~PARTY

NOTE 8.

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~~December 1031, ~~2010~~2011. The total accrued interest as of December 31, ~~2009~~2010 is $12,~~197~~247.

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~~December 2531, ~~2010~~2011. The Company repaid the accrued interest of $12,~~860~~121. The total accrued interest as of December 31, ~~2009~~2010 is $~~457~~4,407.

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~~December 1231, ~~2010~~2011. The total accrued interest as of December 31, ~~2009~~2010 is $~~494~~1,054.

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~~December 1731, ~~2010~~2011. The total accrued interest as of December 31, ~~2009~~2010 is $~~301~~654.

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~~December 631, ~~2010~~2011. The total accrued interest as of December 31, ~~2009~~2010 is $13,~~438~~188.

~~The~~- ~~Company~~F-14 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 December 31, 2009 is $765.-

~~<Table~~The Company issued an unsecured Promissory Note dated May 15, 2009 (the "Note") to Jesse de Castro, a director of ~~Contents>~~the FCompany, -in 10connection ~~Financial~~with ~~Statements~~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 December 31, 2011. The total accrued interest as of December 31, 2010 is $2,282.

~~Green~~The ~~Star~~Company ~~Alternative~~issued ~~Energy~~an unsecured Promissory Note dated September 25, ~~Inc.~~2009 (~~Formally~~the ~~R&R~~"Note") ~~Travel~~to Jesse de Castro, ~~Inc.) (A~~a ~~Development~~director ~~Stage~~of the Company~~) Notes~~ in connection with a $43,000 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 December 31, ~~2009~~2011. The total accrued interest as of December 31, 2010 is $3,810.

~~NOTE~~The ~~8. LOAN~~Company ~~FROM~~issued ~~RELATED~~an ~~PARTY~~unsecured Promissory Note dated September 30, 2009 (~~Continued~~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 December 31, 2011. The total accrued interest as of December 31, 2010 is $5,466.

~~The~~In ~~Company~~addition ~~issued~~to anthe ~~unsecured Promissory Note dated September 25~~Notes, ~~2009 (the "Note") to~~ Jesse de Castro, a director of the ~~Company in connection with a $43~~company,~~000~~ ~~working~~advanced ~~capital loan to~~ the ~~Corporation.~~company ~~The~~funds ~~terms~~in ~~and~~the ~~conditions~~amount of ~~such~~$8,000 ~~Note~~as ~~allow for the prepayment~~ of ~~principle~~December ~~and~~31, ~~accrued interest at anytime without penalty~~2009. The ~~interest~~balance ~~rate~~ is 7%unsecured ~~per annum~~ and ~~the~~interest ~~maturity~~free ~~date~~with isno ~~September~~specified ~~25,~~terms ~~2010~~of repayment. ~~The~~These ~~total~~amounts ~~accrued~~were ~~interest~~paid asto ofJesse ~~December~~de ~~31,~~Castro ~~2009~~on isOctober ~~$807~~30, 2009.

~~The~~NOTE ~~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~~8. RELATED ~~The~~PARTY 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 December 31, 2009 is $1,337.TRANSACTIONS

InOn ~~addition~~September 1, 2009, the Board of Directors approved a salary increase to Jesse de Castro, a director of the ~~Notes~~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.

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 $44,000 for the year ended December 31, 2009. ($25,020 in 2008)

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~~On 10September 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 January 31, the Company ~~has~~and ~~evaluated~~Mr. ~~subsequent~~Stoppenhagen ~~events~~entered ~~through~~into ~~February~~a 11Consulting, ~~2010,~~Confidentiality ~~the~~and ~~date~~Proprietary atRights ~~which~~Agreement ~~the~~pursuant ~~financial~~to ~~statements~~which ~~were~~the ~~available~~Company toengaged ~~be issued~~Mr. OnStoppenhagen ~~January~~to ~~21,~~provide ~~2010,~~financial ~~Miodrag~~duties ~~Andric~~required ~~who~~to ~~was~~maintain ~~President,~~a ~~CEO~~public shell and ~~Chairman~~services ofas the Company’s ~~resigned~~interim sole director and officer. Mr. ~~Peter~~Stoppenhagen ~~Gilcud~~receives ~~has~~a ~~now~~monthly ~~taken~~fee ~~over~~of ~~these~~$4,000 ~~responsibilities~~in consideration of the services described above.

On- ~~January 14, 2010, the Company entered into a Consulting Agreement with Ajo Capital of Cedarhurst, New York, regarding a potential joint~~F-~~venture~~15 ~~or acquisition of any company introduced by Ajo to the Company.~~-

ItNOTE has been agreed that if the Company completes a transaction with a company introduced by Ajo Capital, then Ajo will be entitled to a consulting fee equal to 350,000 free-trading shares of the Company's common stock in accordance with the requirements of Form S-8 of the Securities Act of 19339. SUBSEQUENT ~~The fee shall be paid to Ajo within three days after a signed definitive agreement.~~ EVENTS

~~<Table~~The ofCompany ~~Contents>~~has Fevaluated -subsequent 11events ~~Financial~~through ~~Statements~~March 16, 2011, the date at which the financial statements were available to be issued.

~~Green~~On ~~Star~~January ~~Alternative~~19, ~~Energy~~2011, De Castro Investments Inc. (~~Formally~~“De ~~R&R~~Castro”), ~~Travel~~and Verdad Telecom, Inc., a Nevada corporation (the “Purchaser”) entered into a Stock Purchase Agreement (Athe ~~Development~~“Purchase ~~Stage~~Agreement”), ~~Company~~pursuant to which De Castro (collectively, the “Seller”) ~~Notes~~ will sell to ~~Financial~~the ~~Statements December~~Purchaser, 31and the Purchaser will purchase from the Seller, ~~2009~~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.

~~NOTE~~At ~~10. SUBSEQUENT~~the ~~EVENTS~~Closing, ~~(Continued)~~Jesse De Castro resigned as the Company’s sole director, Chief Executive Officer, President, Chief Financial Officer, Secretary and Treasurer, and Eric Stoppenhagen, age 37, was elected as the Company’s sole director, President, Chief Financial Officer and Secretary, to serve in such capacities until his successors are duly elected and qualified.

IfOn January 31, the ~~transaction~~Company isand ~~completed~~Mr. ~~before~~Stoppenhagen ~~March~~entered 1into a Consulting, ~~2010~~Confidentiality and ~~the~~Proprietary ~~Company~~Rights ~~does~~Agreement ~~not~~pursuant ~~deliver~~to which the ~~350,000~~Company ~~free-trading~~engaged ~~shares~~Mr. ofStoppenhagen ~~common~~to ~~stock~~provide byfinancial ~~March~~duties 1,required ~~2010,~~to ~~then~~maintain ~~Ajo~~a ~~Capital~~public ~~will~~shell beand ~~entitled~~services toas anthe ~~additional~~Company’s ~~350,000~~interim ~~free-trading~~sole ~~shares~~director ofand ~~common~~officer. Mr. ~~stock~~Stoppenhagen ~~(for~~receives a ~~total~~monthly fee of ~~700~~$4,000 ~~free-trading~~in ~~shares~~consideration of ~~common~~the ~~stock)~~services described above.

~~The~~- ~~Agreement~~F-16 ~~shall be in force for two years from January 14, 2010.~~-

<Table of Contents> F - 12 Financial Statements

Filing Compare · Gold Hill Resources, Inc.