UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q~~

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION

Commission file number 333-137358 FIRSTAR EXPLORATION CORPORATION (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 810 Jewel Street BlackfootWashington, ~~Idaho 83221 (Address of principal executive offices, including zip code~~D.~~) (208)~~C. ~~785-2729 (telephone number, including area code)~~20549

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

~~Indicate~~FORM ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non~~10-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.Q

~~Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]~~———————

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


X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: September 30, 2008
or

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

~~State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 7,000,000 as of May 20, 2008.~~ ———————

FIRSTAR EXPLORATION CORPORATION

(Exact name of registrant as specified in its charter)

———————


Nevada	000-52519	20-3927653
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

810 Jewel Street Blackfoot, Idaho 83221

(Address of Principal Executive Office) (Zip Code)

208-785-2729

(Registrant’s telephone number, including area code)

N/A

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

———————


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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer	Accelerated filer	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	X	No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 7,000,000 as of September 30, 2008

PART I – FINANCIAL INFORMATION

ITEM 1. ~~FINANCIAL STATEMENTS~~

FIRSTAR EXPLORATION CORPORATION
(An Exploration Stage Company)
BALANCE SHEET
		March 31,			December 31,
		2008			2007
		(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	100,811		$	121,325
TOTAL ASSETS	$	100,811		$	121,325
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	2,000		$	1,074
Advances payable - related party		21,000			21,000
TOTAL LIABILITIES		23,000			22,074
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, 100,000,000 shares authorized,
$0.00001 par value; no shares issued and outstanding		-			-
Common stock, 100,000,000 shares authorized,
$0.00001 par value; 7,000,000 shares at March 31, 2008		70			70
and December 31, 2007, issued and outstanding
Additional paid-in capital		249,930			249,930
Accumulated deficit during exploration stage		(172,189	)		(150,749	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		77,811			99,251
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)	$	100,811		$	121,325

FINANCIAL STATEMENTS

~~The~~FIRSTAR ~~accompanying~~EXPLORATION ~~condensed notes are an integral part of these interim financial statements. F-1~~CORPORATION

-(An 2Exploration -Stage Company)

FIRSTAR EXPLORATION CORPORATION
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
								From
								December 9,
		Three Months			Three Months			2005
		Ended			Ended			(Inception) to
		March 31			March 31			March 31,
		2008			2007			2008
		(unaudited)			(unaudited)			(unaudited)
REVENUES	$	-		$	-		$	-
EXPENSES
General and administrative expenses		143			187			2,249
Professional fees		6,300			8,172			98,351
Lease payments		15,000			10,000			32,500
Mineral & exploration expense		-			12,311			36,972
Regulatory fees		-			-			2,132
Total Expenses		21,443			30,670			172,204
OTHER INCOME
Interest income		3			1			15
Total other income		3			1			15
LOSS FROM OPERATIONS		(21,440	)		(30,669	)		(172,189	)
LOSS BEFORE TAXES		(21,440	)		(30,669	)		(172,189	)
INCOME TAX EXPENSE		-			-			-
NET LOSS	$	(21,440	)	$	(30,669	)	$	(172,189	)
NET INCOME (LOSS) PER SHARE,
BASIC AND DILUTED	$	nil		$	nil
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING,
BASIC AND DILUTED		7,000,000			5,000,000

BALANCE SHEET

~~The~~September ~~accompanying~~30, ~~condensed notes are an integral part of these interim financial statements. F-2~~

-December ~~3 -~~31,

FIRSTAR EXPLORATION CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
								From
								December 9,
		Three Months			Three Months			2005
		Ended			Ended			(Inception) to
		March 31,			March 31,			March 31,
		2008			2007			2008
		(unaudited)			(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(21,440	)	$	(30,669	)	$	(172,189	)
Adjustments to reconcile net loss to net cash used by operating activities:
Increase in prepaid expenses								-
(Decrease) Increase in accounts payable		926			12,031			2,000
Net cash used in operating activities		(20,514	)		(18,638	)		(170,189	)
CASH FLOWS FROM INVESTING ACTIVITIES:		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of subscription receivable		-			172,050			249,930
Proceeds from issuance of common stock		-			-			70
Proceeds from related party advance payable		-			20,000			21,000
Net cash provided by financing activities		-			192,050			271,000
NET INCREASE IN CASH		(20,514	)		173,412			100,811
CASH, BEGINNING OF PERIOD		121,325			930			-
CASH, END OF PERIOD	$	100,811			174,342		$	100,811
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-			-		$	-
Income taxes paid	$	-			-		$	-

2008

~~The accompanying condensed notes are an integral part of these interim financial statements. F-3~~2007

~~- 4 -~~ (unaudited)

~~FIRSTAR~~ Current ~~EXPLORATION CORPORATION AN EXPLORATION STAGE COMPANY CONDENSED NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2008~~assets

~~NOTE~~ Assets 1of –discontinued ~~BASIS~~operations, ~~OF PRESENTATION AND DESCRIPTION OF BUSINESS~~current

Firstar Exploration Corporation (hereinafter “the Company”) was incorporated on December 9, 2005 in the State of Nevada. The principal business of the Company is the acquisition, exploration and development of natural resource properties. Upon establishing the existence of proven reserves in one of its properties, the Company plans to actively prepare the site for extraction and enter a development stage.$

~~The Company has been in an exploration stage since its inception on December 9~~ 35, ~~2005, and has not realized any revenues from its planned operation. The Company’s year-end is December 31.~~133

The foregoing unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly$ 121, these financial statements do not include all of the disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. These unaudited interim financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2007, included in our annual report on Form 10-K. In the opinion of management, the unaudited interim financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented. Operating results for the three-month period ending March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.325

~~NOTE~~ Total ~~2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~assets

This summary of significant accounting policies of Firstar Exploration Corporation is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management$ 35, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.133

~~Recent Accounting Pronouncements In March 2008~~$ 121, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133” (“SFAS No. 161”). SFAS No. 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. The guidance in SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. At this time, the Company does not expect the adoption of SFAS No. 161 to have a significant immediate effect on its financial position or results of operations.325

~~F-4~~ Liabilities and stockholders’ equity (deficit)

- Current ~~5 -~~liabilities

~~FIRSTAR~~ Accounts ~~EXPLORATION CORPORATION AN EXPLORATION STAGE COMPANY CONDENSED NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2008~~payable

Adoption of Statement of Financial Accounting Standards No. 157 and 159 In February, 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159's objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between Companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires Companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the Company's choice to use fair value on its earnings. It also requires entities to display the fair value of those assets and liabilities for which the Company has chosen to use fair value on the face of the balance sheet. We adopted SFAS No. 159 as of January 1, 2008. The adoption of SFAS No. 159 did not have a material effect on the Company’s financial statements.$ 0

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). This Statement defines fair value, establishes a framework for measuring fair value and expands disclosure of fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. We adopted SFAS No. 157 as of January $ 1, 2008. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, "Effective Date of FASB Statement No. 157", which provides a one year deferral of the effective date of SFAS No.157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. Therefore, the Company has adopted the provisions of SFAS No. 157 with respect to its financial assets and liabilities only. The adoption of SFAS No. 157 did not have a material effect on the Company’s financial statements.074

~~F-5~~ Liabilities of discontinued operations

~~- 6 -~~ 0

~~FIRSTAR EXPLORATION CORPORATION AN EXPLORATION STAGE COMPANY CONDENSED NOTES TO THE FINANCIAL STATEMENTS MARCH 31~~ 21, ~~2008~~000

~~Exploration~~Total Stage The Company has been in the exploration stage since inception on December 9, 2005. The Company has no revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of natural resource properties. Upon establishing the existence of proven reserves in one of its properties, the Company plans to actively prepare the site for extraction and enter a development stage.liabilities

~~Going Concern At March 31, 2008 the Company had an accumulated deficit during the exploration stage of~~ $172,189. Since its inception, the Company has not generated any revenues nor implemented their business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans are to acquire, explore, and develop natural resource properties. Upon establishing the existence of proven reserves in one of its properties, the Company plans to actively prepare the site for extraction and enter a development stage. The ability of the Company to continue in existence is dependent upon management’s successful development and implementation of its business plan resulting in profitable operations. These plans, if successful, will mitigate the factors which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Use of Estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. 0

Concentration of Credit Risk The Company maintains its cash in one commercial account at a major financial institution. Although the financial institution is considered creditworthy and has not experienced any losses on its deposits, at March 31, 2008 the Company’s cash balance exceeded Federal Deposit Insurance corporation (FDIC) limits by $~~811.~~ 22,074

~~F-6~~ Stockholders’ equity (deficit)

- Preferred 7stock, -100,000,000 shares authorized,

~~FIRSTAR~~ $0.00001 ~~EXPLORATION~~par ~~CORPORATION AN~~value; ~~EXPLORATION~~no ~~STAGE~~shares ~~COMPANY CONDENSED~~issued ~~NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2008~~and

~~NOTE 3 – PREFERRED AND COMMON STOCK~~ outstanding

~~Preferred Stock The Company is authorized to issue 100,000,000 shares of preferred stock with a par value of~~ $~~0.00001. As of March 31, 2008, the Company has not issued any preferred stock.~~

Common Stock The Company is authorized to issue 100,000,000 shares of common stock. All shares have equal voting rights, are non-assessable and have one vote per share. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company. 0

~~In its initial capitalization in the year ended December 31, 2005, the Company issued 5,000,000 shares of common stock for~~ $~~50,000, of which $29,000 was recorded as a subscription receivable. This subscription was collected in January 2006.~~ 0

~~The~~ Common ~~Company closed its public offering on June 14~~stock, ~~2007. In the public offering~~1, ~~the Company issued 2,~~000,000 shares ~~of common stock for $200~~authorized,~~000.~~

As $0.00001 ofpar ~~March~~value; 317, ~~2008~~000,000 ~~the~~shares ~~Company~~at ~~did not issue any shares.~~June

~~NOTE~~ 30, 42008 –and ~~LEASE~~December ~~AGREEMENT~~31, 2007, issued and

On February 1, 2006, the Company acquired a twenty-year lease with the option to purchase the related, unpatented mineral claims (known as the Gold Dust Property) situated in White Pine County, Nevada. The lease payment upon execution was $7,500. The Company is committed to spend a minimum of $5,000 in the first year for work on the claim or, alternatively, to pay $5,000 to the lessor. See Note 6. outstanding

~~Annual lease payments are as follows:~~ 70

2/1/2007	$	10,000
2/1/2008	$	15,000
2/1/2009-2025	$	25,000

~~NOTE~~ Additional 5paid-in ~~– RELATED PARTY TRANSACTIONS~~capital

~~The Company’s majority stockholder advanced the Company $21~~ 249,~~000. These advances are non-interest bearing, not collateralized, and considered to be due on demand.~~930

~~NOTE 6 – COMMITMENTS AND CONTINGENCIES~~ 249,930

As Accumulated adeficit condition of its mining lease, the Company is required to spend the sum $25,000 in 2008 for work commitments on its Gold Dust claims. If these amounts are not expended on the claims, the same amounts are to be paid in cash to the lessor.

~~The lease also requires a production royalty equal to 2.5% of net smelter returns on all products produced from the claims to be paid to the lessor. As of March 31~~ (214, ~~2008, the Company has not incurred any expenses related to work committments or paid any royalties.~~867)

~~F-7~~ (150,749)

-Total 8stockholders’ -equity (deficit)

~~ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.~~ 35,133

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe99, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.251

~~Plan~~ Total ofliabilities ~~Operation~~and

We stockholders’ ~~are~~equity ~~a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.~~(deficit)

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Since we do not know what we will find under the ground, we cannot tell you if we will be successful. We have started exploration on the property. We raised $200,000 from our direct public offering. The $200,000 in gross proceeds will allow us to conduct our exploration program. If we find mineralized material, we will proceed to create a development program. Development is defined as the preparation of a commercially minable deposit or reserve for extraction which is not already in production. If we do not find mineralized material, we will cease operations.

We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of our prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore35, ~~and we have determined it is economical to extract the ore from the land.~~133

~~We do not have any reserves. Even if we complete our current exploration program and it is successful in identifying a mineral deposit~~$ 121, of which there is no assurance whatsoever, we will have to spend substantial funds for further drilling and engineering studies before we will know if we have a commercially viable mineral deposit. We will make a decision whether to proceed with each successive phase of the exploration program upon completion of the previous phase and upon analysis of the results of that program.325

WeThe doaccompanying ~~not~~condensed ~~intend~~notes toare ~~interest~~an ~~other~~integral ~~companies~~part inof ~~the~~these ~~property~~interim iffinancial ~~we find mineralized materials~~statements.

~~We intend to try to develop the reserves through the use of mining engineers.~~F-1

-FIRSTAR 9EXPLORATION -CORPORATION

If(An weExploration ~~are~~Stage unable to complete any phase of exploration because we don't have enough money, we will cease operations until we raise more money. If we can't or don't raise more money, we will cease operations. If we cease operations, we are unsure of what our next plan will be.Company)

WeSTATEMENT doOF not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.OPERATIONS

In the event we complete our exploration program prior to the end of one year, and it is anticipated we will do so as reflected in the milestones that follow, if we find mineralized material we will spend the balance of the year creating a program for development of the property. If we do not find mineralized material at the conclusion of our exploration program, we will cease operations. From

~~Milestones~~December 9,

~~The~~Three ~~following~~Months Three ~~are our milestones:~~Months

1.Nine We are in the process of finding a geologists to retain to manage the exploration of the property. - Cost $15,000. Time of retention 0-90 days. 2. 90-180 days from hiring a geologist, if the geologist feels the report indicates feasibility, we will file a “Notice of Intent” with the BLM to receive permission to drill. Upon approval we will obtain a bond for disturbance. 3. 180-210 days, from approval from the BLM we hope to begin core drilling. Core drilling will cost $20 per foot. We will be able to drill 20 holes to the depth of 200 feet. Core drilling will be subcontracted to non-affiliated third parties. An independent third party will analyze the samples from the core drilling and determine if mineralized material is below the ground. If mineralized material is found, we will attempt to define the ore body. We estimate that it will cost up to $5,000 to analyze the core samples and will take about 30 days.Months

~~The~~ Nine ~~cost~~Months ~~of the subcontractors is included in the description of services to be rendered. All funds for the foregoing activities have been obtained from our direct public offering.~~

~~Limited Operating History; Need for Additional Capital~~ 2005

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.Ended

~~- 10 -~~ Ended

To become profitable and competitive, we are conducting research and exploration of the property before we start production of any minerals we may find. We have raised $200,000 to help us to continue our research and exploration phases. Ended

~~Results of Operations~~ Ended

~~From~~ (Inception) ~~on December 9, 2005~~to

~~Since~~September ~~inception~~30, September ~~paid in capital has paid all our expenses to incorporate us~~30, September ~~and for legal and accounting expenses. In January 2006~~30, September ~~Mr. Schaefer advanced $1~~30,~~000~~ September ~~to pay the costs of incorporation~~30, accounting fees and a portion of legal fees for our public offering. In January, 2007, Mr. Schaefer advanced us an additional $20,000 to pay accounting fees, legal fees, lease expense, and begin exploration.

~~Accounts payable~~ 2008

~~Accounts payable of $2,000 were booked at March 31, 2008 represented by liabilities for accounting fees.~~ 2007

~~These liabilities were paid subsequent to the quarter ended March 31,~~ 2008.

~~Liquidity and Capital Resources~~ 2007

Whatever money we have raised, will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. 2008

At the present time, we have not made any arrangements to raise additional cash, other than through our direct public offering. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely other than as described in this paragraph, we have no other financing plans. (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

~~As of the date of this report, we have yet to begin operations, and therefore, we have not generated any revenues from our business operations.~~Revenues

$ - 11 $ - $ - $ - $ -

InLoss ~~addition,~~on wecontinuing sold 100,000 shares of common stock to our former president in consideration of $1,000 and 4,900,000 shares of common stock to another investor in consideration of $49,000. In December, 2005, we issued 5,000,000 shares of common stock pursuant to the exemption from registration contained in section 4(2) of the Securities Act of 1933. This was accounted for as a purchase of shares of common stock, in consideration of $50,000.operations

~~On June 14, 2007, we completed our public offering and raised $200,000.~~ - - - - -

AsLoss ofon ~~March~~discontinued ~~31, 2008, our total assets were $100,811 and our total liabilities were $23,000.~~operations

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS~~ (20,943)

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~ (24,426) (64,119)

~~ITEM 4. CONTROLS AND PROCEDURES.~~ (78,206) (214,867)

~~Evaluation~~Net ~~of Disclosure Controls and Procedures~~loss

~~We maintain ““disclosure controls and procedures~~ $ (20,~~”” as such term is defined in Rule 13a-15~~943) $ (e24,426) ~~under the Securities Exchange Act of 1934~~ $ (~~the “Exchange Act”~~64,119) $ (78, ~~that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded~~206) $ (214, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.867)

~~Changes~~Net inloss ~~Internal~~per ~~Controls~~share,

We basic ~~have also evaluated our internal controls for financial reporting,~~ and ~~there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.~~diluted

~~- 12 -~~ $ nil $ nil $ nil $ nil

~~PART~~Weighted ~~II.~~average ~~OTHER~~number ~~INFORMATION~~of

~~ITEM~~ common ~~1A.~~shares ~~RISK FACTORS~~outstanding,

We basic ~~are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934~~ and ~~are not required to provide the information under this item.~~diluted

~~ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.~~ 7,000,000 7,000,000

~~On October 13~~7, ~~2006, the Securities and Exchange Commission declared our Form SB-2 Registration Statement effective, file number 333-137358, permitting us to offer up to a maximum of 2,~~000,000 ~~shares of common stock at $0.10 per share. There was no underwriter involved in our direct public offering.~~ 588,889

OnThe ~~June~~accompanying ~~14,~~condensed ~~2007,~~notes weare ~~completed~~an ~~our~~integral ~~public~~party ~~offering~~of ~~and~~these ~~raised~~interim ~~$200,000.~~financial ~~Since then we have spent the proceeds as follows:~~statements.

Accounting Fees	$	36,360
Legal Fees		13,338
Mining & Exploration Costs		31,446
Lease Expense		15,000
Regulatory Costs		2,132
General & Administrative		1,841
Total	$	100,117

F-2

~~ITEM~~FIRSTAR 6.EXPLORATION ~~EXHIBITS.~~CORPORATION

~~The~~(An ~~following~~Exploration ~~documents~~Stage ~~are included herein:~~Company)

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section
	906 of the Sarbanes-Oxley Act of 2002

STATEMENT OF CASH FLOWS

~~- 13 -~~From

~~SIGNATURES~~ December 9,

~~Pursuant~~Nine ~~to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 20th day of May, 2008.~~ Months

~~FIRSTAR~~Nine EXPLORATION CORPORATION (Registrant) BY: LINDA SMITH Linda Smith, President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors.Months

~~- 14 -~~ 2005

~~EXHIBIT INDEX~~ Ended Ended

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to
	Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to section
	906 of the Sarbanes-Oxley Act of 2002

(Inception) to

-September ~~15 -~~30

September 30

September

2008 2007

2008

(unaudited)

Cash flows from operating activities:

Net loss

$ (64,119)

$ (78,206)

$ (214,867)

Adjustments to reconcile net loss to net cash

used by operating activities:

Decrease in accounts payable

(1,073)

(2,787)

Net cash used in operating activities

$ (65,192)

$ (80,993)

$ (214,867)

Cash flows from investing activities:

Cash flows from financing activities:

Loan payable-Coalton Schaefer

(21,000)

Proceeds from issuance of common stock

200,000

Additional paid-in capital

250,000

Proceeds from related party advance payable

20,000

Net cash provided by financing

Activities

(21,000)

220,000

250,000

Net increase in cash

(86,192)

139,007

35,133

Cash, beginning of period

121,325

930

Cash, end of period

$ 35,133

$ 139,937

$ 35,133

Supplemental cash flow information

Interest paid

Income taxes paid

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

F-3

FIRSTAR EXPLORATION CORPORATION

AN EXPLORATION STAGE COMPANY

CONDENSED NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED INFORMATION

The balance sheet of Firstar Exploration Corporation (the “Company”) as of September 30, 2008, and the statements of operations for the three and nine month periods ended September 30, 2008 and 2007, have not been audited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring adjustments) which are necessary to properly reflect the financial position of the Company as of September 30, 2008, and the results of operations for the three and nine months ended September 30, 2008 and 2007.

Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These financial statements should be read in conjunction with the financial statements and notes to financial statements included in the Company’s financial statements as filed on Form 10-K for the year ended December 31, 2007.

DISCONTINUED OPERATIONS

As of September 30, 2008, the Company discontinued operations. All liabilities have been settled as of September 30, 2008 and activities in acquisition, exploration and development of natural resource properties have been halted. The intent is to sell the Corporation as a shell company.


		Three Months Ended	Nine Months Ended
		Sept 30, 2008	Sept 30 2008
Revenues:		(Unaudited)	(Unaudited)

	Total revenues	0	0
Expenses:
	Total expenses	20,943	64,119

	Loss from discontinued operations	(20,943)	(64,119)

EARNINGS PER SHARE

Basic earnings per share are calculated on the weighted average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares and common stock equivalents outstanding for the period. Common stock equivalents are excluded from the computation if such inclusion would have an anti-dilutive effect.

RELATED PARTY TRANSACTION

The Company’s majority stockholder advanced the Company $21,000. This advance was repaid on September 30, 2008.

5. SUBSEQUENT EVENTS

On October 10, 2008 the Company filed Form 15 with the Securities and Exchange Commission seeking to terminate registration under Rule 12g-4(a)(1). On November 21, 2008, a meeting of the Board of Directors of the Company was held and Linda Smith and Coalton Schaefer resigned as Directors and/or officers of the Company and Joseph J. Meuse was appointed as the sole Director and President of the Company. This was approved by a majority of the shareholders by written consent in lieu of special meeting. On December 12, 2008, the Company filed an amended Form 15 withdrawing the Form 15 filed on October 10, 2008 and the certifications and notifications contained therein with respect to the Securities of the Company.

Subsequent to this Belmont Partners, LLC purchased 3,570,000 shares of common stock from Coalton Schaefer which represented approximately fifty one percent (51%) of the Company’s capital stock for $125,000.00. Also in December, 2008 Access America Fund, LP, acquired from Belmont Partners a control block of stock in the Company consisting of fifty and one one-thousandth percent (50.001%). The Company is actively seeking new business opportunities and merger partners but as of this date has not entered into material negotiations with other parties.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND OTHER PORTIONS OF THIS REPORT CONTAIN FORWARD-LOOKING INFORMATION THAT INVOLVES RISKS AND UNCERTAINTIES, OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED BY THE FORWARD-LOOKING INFORMATION. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, AVAILABLILITY OF FINANCIAL RESOURCES FOR LONG TERM NEEDS, PRODUCT DEMAND, MARKET ACCEPTANCE AND OTHER FACTORS DISCUSSED ELSEWHERE IN THIS REPORT. THIS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT.

Material changes in the financial condition of the Company and in the results of their operations since the end of its last fiscal year and their results from the comparable period in their last fiscal year including the following:

The Company’s current principal business activity is to seek a suitable merger candidate through acquisition, merger or other suitable business combination method.

It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Should this pledge fail to provide financing, the Company has not identified any alternative sources. Consequently, there is substantial doubt about the Company's ability to continue as a going concern.

The Company's need for capital may change dramatically because of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

Plan of Operation

The Company’s current purpose is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek the perceived advantages of a Securities Exchange Act of 1934 registered corporation.

Subsequent Events

Item 4T. Controls and Procedures.

The Company maintains “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and the Company necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The Company’s management, including its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of September 30, 2008, and concluded that the disclosure controls and procedures were not effective, because certain deficiencies involving internal controls constituted a material weakness as disclosed in the Company’s 2007 10K. The material weaknesses identified did not result in the restatement of any previously reported financial statements or any other related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements for the current reporting period.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

We are currently not a party to any pending legal proceedings and no such actions by, or to the best of our knowledge, against us have been threatened.

Item 1A. Risk Factors

IN ADDITION TO THE OTHER INFORMATION IN THIS REPORT, THE FOLLOWING FACTORS SHOULD BE CONSIDERED CAREFULLY IN EVALUATING OUR BUSINESS AND PROSPECTS,

CONDITIONS EXIST WHICH CAUSE SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred.

If the Company’s management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company's ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company is common stock will become worthless and holders of the Company’s common stock will receive a nominal distribution, if any, upon the Company’s liquidation and dissolution.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Submission of Matters to a Vote of Security Holders.

None

Item 5.

Other Information.

None

Item 6.

Exhibits.


Exhibit Number	Exhibit Title
31.1	Certification of Joseph Meuse pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Joseph Meuse pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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


	Firstar Exploration Corporation


Date: February 10, 2009	By:	/s/ Joseph Meuse
		Joseph Meuse
		President and Chief Executive Officer

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