UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ~~quarterly~~transition period ~~ended~~from ~~December~~_____to ~~31, 2010~~ _____

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number: 1-08733

WORLDSTAR ENERGY, CORP.
(Exact name of small business issuer as specified in its charter)

NEVADA	88-0409163
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Rm 803, 8/F, Jubilee Centre
No. 42 Gloucester Road
Wanchai, Hong Kong, China	~~______________~~__________________
(Address of principal executive offices)	(Zip Code)
(852) 2790-5157
Issuer's telephone number

Indicate by check mark whether the registrant (1) has 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 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. 57,761,834 shares of common stock as of ~~September~~October 293, 2011.

WORLDSTAR ENERGY, CORP.

Quarterly Report on Form 10-Q For The Quarterly Period Ended ~~December~~June 3130, ~~2010~~ 2011

INDEX

PART I – FINANCIAL INFORMATION		1	1
	Item 1. Financial Statements	1
	Item 1.	Financial Statements	1
	Item 2. Management’s Discussion and Analysis	2
	Item 2.	Management’s Discussion and Analysis	2
	Item 3. Quantitative and Qualitative Disclosures about Market Risk	13
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	14
	Item 4. Controls and Procedures	13
	Item 4.	Controls and Procedures	14
PART II – OTHER INFORMATION		14	15
	Item 1. Legal Proceedings	14
	Item 1.	Legal Proceedings	15
	Item 1A. Risk Factors	16
	Item 1A.	Risk Factors	20
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	21
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 3. (Removed and Reserved)	21
	Item 3.	(Removed and Reserved)	20
	Item 4. (Removed and Reserved)	21
	Item 4.	(Removed and Reserved)	20
	Item 5. Other Information	21
	Item 5.	Other Information	20
	Item 6. Exhibits	22
	Item 6.	Exhibits	21
SIGNATURES		23	22

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of natural resources, availability of funds, government regulations, permitting, common share prices, operating costs, capital costs, outcomes of ore reserve development, recoveries and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our annual report on Form 10-K for the year ended March 31, ~~2010~~2011, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited consolidated interim financial statements of WorldStar Energy, Corp. (sometimes collectively referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

	Page
Interim Consolidated Balance Sheets as of December 31, 2010 (unaudited) and March 31, 2010	F-1
Interim Unaudited Consolidated Balance Sheets as of June 30, 2011 and March 31, 2011	F-1
Interim Unaudited Consolidated Statements of Operations for three and nine months ended December 31, 2010 and 2009	F-2
Interim Unaudited Consolidated Statements of Operations for three months ended June 30, 2011 and 2010	F-2
Interim Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the nine months ended December 31, 2010	F-4
Interim Unaudited Consolidated Statement of Changes in Stockholders’ Equity for the three months ended June 30, 2011	F-4
Interim Unaudited Consolidated Statements of Cash Flows for the nine months ended December 31, 2010 and 2009	F-5
Interim Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2011 and 2010	F-5
Unaudited Notes to Interim Consolidated Financial Statements	F-7

It is the opinion of management the interim consolidated financial statements for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2010~~2011 and ~~2009~~ ~~include~~2010 include all adjustments necessary in order to ensure that the consolidated ~~financial~~ financial statements are not misleading. These consolidated financial statements ~~reflect~~ reflect all adjustments which are, in the opinion of management, necessary to ~~present~~ present fairly the financial position, results of operations and cash flows for ~~the~~ the interim periods presented in accordance with accounting principles generally accepted in the United States of America. Except where noted, these interim consolidated financial statements follow the same accounting policies and methods of their application as our Company’s audited annual consolidated financial statements for the year ended March 31, ~~2010~~2011. All adjustments are of a normal recurring nature. These interim consolidated financial statements should be read in conjunction with our Company’s audited annual consolidated financial statements as of and for the year ended March 31, ~~2010~~2011.

- 1 -

WORLDSTAR ENERGY, CORP. INTERIM CONSOLIDATED BALANCE SHEETS ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND MARCH 31, ~~2010~~2011 (Unaudited)

		December 31,			March 31,
		June 30,			March 31,
		2010			2010
		2011			2011
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	3358,~~751~~596		$	825,~~872~~322
Amount due from a director (note 14)		77,257			77,257
Total Current Assets		~~111~~135,~~008~~853			86102,~~129~~579
Total Assets	$	~~111~~135,~~008~~853		$	86102,~~129~~579
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current Liabilities:
Accounts payable	$	~~219~~216,~~529~~959		$	~~219~~221,~~529~~190
Loans from directors (notes 9 and 14)		3,433,571			3,433,571
Amount due to related companies (notes 7 and 14)		1,~~012~~016,~~738~~716			1,~~012~~011,~~738~~716
Amount due to a director (notes 7 and 14)		624,133			624,133
Short-term loans (note 10)		78130,~~912~~845			3479,~~052~~802
Total Liabilities		5,~~368~~422,~~883~~224			5,~~324~~370,~~023~~412
Stockholders’ Equity (Deficiency):
Capital stock (note 11)		57,762			57,762
Additional paid-in capital		7,119,843			7,119,843
Share issue costs		(556,875	)		(556,875	)
Accumulated other comprehensive income		244			244
Deficit accumulated during the development stage		(11,~~878~~907,~~849~~345	)		(11,~~858~~888,~~868~~807	)
Total Stockholders’ Equity (Deficiency)		(5,~~257~~286,~~875~~371	)		(5,~~237~~267,~~894~~833	)
Total Liabilities and Stockholders’ Equity (Deficiency)	$	~~111~~135,~~008~~853		$	86102,~~129~~579
Nature of Operations and Going Concern (note 1)
Commitment and Contingencies (note 12)
Minority Interests (note 13)
Subsequent events (note 18)

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

F-1

WORLDSTAR ENERGY, CORP. INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~DECEMBER~~JUNE 3130, 2011 AND 2010 ~~AND 2009~~ (Unaudited)

		Three Months Ended						Nine Months Ended
								Cumulative
		December 31,						December 31,
								Total Since
														Cumulative Total
		2011			2010			Inception
		2010			2009			2010			2009			Since Inception
Operating expenses
Operating expenses
Depreciation of property, plant and equipment	$	–		$	–		$	1,332,712
Depreciation of property, plant and equipment	$	–		$	1,165		$	–		$	3,494		$	1,332,712
Property exploration and maintenance		–			–			419,836
Property exploration and maintenance		–			–			–			–			419,836
General and administrative expenses		18,538			85			1,223,334
General and administrative expenses		19,810			80			19,981			513			1,194,838
Loss before other expenses		(18,538	)		(85	)		(2,975,882	)
Loss before other expenses		(19,810	)		(1,245	)		(19,981	)		(4,007	)		(2,947,386	)
Other income (expenses):
Other income (expenses):
Write-off of mineral exploration rights		–			–			(7,317,739	)
Write-off of mineral exploration rights		–			–			–			–			(7,317,739	)
Termination of Mongolian project (note 8)		–			–			(102,494	)
Termination of Mongolian project (note 8)		–			–			–			–			(102,494	)
Finance costs		–			–			(9,011	)
Finance costs		–			–			–			–			(9,011	)
Other income		–			–			5,403
Other income		–			–			–			–			5,403
Total other expenses		–			–			(7,423,841	)
Total other expenses		–			–			–			–			(7,423,841	)
Loss before minority interests		(18,538	)		(85	)		(10,399,723	)
Income (loss) before minority interests and income taxes		(19,810	)		(1,245	)		(19,981	)		(4,007	)		(10,371,227	)
Minority interest in net loss of subsidiaries		–			–			5
Minority interest in net loss of subsidiaries		–			–			–			–			5
Net loss and comprehensive loss	$	(18,538	)	$	(85	)	$	(10,399,718	)
Net loss and comprehensive loss	$	(19,810	)	$	(1,245	)		(19,981	)	$	(4,007	)	$	(10,371,222	)
Loss per basic and diluted share of common stock:
Loss per basic and diluted share of common stock:
Weighted average number of basic and diluted common shares outstanding		57,761,834			57,761,834
Weighted average number of basic and diluted common shares outstanding		57,761,834			57,761,834			57,761,834			57,761,834
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)
Basic and diluted loss per share of common stock	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)

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

F-2

WORLDSTAR ENERGY, CORP. INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY ~~FOR~~JUNE ~~THE NINE MONTHS ENDED DECEMBER 31~~30, ~~2010~~ 2011 (Unaudited)

																Deficit
													Accumulated			Accumulated
							Additional						Other			During the			Total
							Paid-in			Share			Comprehensive			Development			Stockholders’
	Capital Stock						Capital			Issue Costs			Income			Stage			Equity
	Shares			Amount
Inception at November 28, 2006 (legal subsidiary National Base Investment Limited (“NB”))	1		$	1		$	–		$	-		$	–		$	-		$	1
Loss for the period	–			–			–			–			–			(21,090	)	$	(21,090	)
Balance at March 31, 2007	1			1			–			–			–			(21,090	)		(21,089	)
Capital stock of NB eliminated on reverse acquisition	(1	)		(1	)		–			–			–			1			–
Balance of legal parent WorldStar Energy, Corp. (“legal parent’) stockholders’ equity before reverse acquisition	630,134			630			821,433			–			5,209			(1,834,900	)		(1,007,628	)
Balance of legal parent
WorldStar Energy, Corp. (“legal parent’) stockholders’ equity before reverse acquisition	630,134			630			821,433			–			5,209			(1,834,900	)		(1,007,628	)
Reversal of legal parent’s stockholders’ equity at reverse acquisition	–			(630	)		(821,433	)		–			(5,209	)		827,272			–
Shares issued on acquisition of NB	30,000,000			–			–			–			–			–			–
Facilitation fee for reverse acquisition	2,000,000			2,000			498,000			–			–			(500,000	)		–
Private placement	22,000,000			22,000			5,478,000			(6,875	)		–			–			5,493,125
Shares issued for finders’ fee	2,200,000			2,200			547,800			(550,000	)		–			–			–
Shares issued to settle debt	931,700			932			626,673			–			–			–			627,605
Adjustment due to difference in par value of shares of NB and legal parent	–			30,630			(30,630	)		–			–			–			–
Foreign currency translation	–			–			–			–			244			–			244
Loss for the year	–			–			–			–			–			(10,217,305	)		(10,217,305	)
Balance at March 31, 2008	57,761,834			57,762			7,119,843			(556,875	)		244			(11,746,022	)		(5,125,048	)
Loss for the year	–			–			–			–			–			(5,100	)		(5,100	)
Balance at March 31, 2009	57,761,834			57,762			7,119,843			(556,875	)		244			(11,751,122	)		(5,130,148	)
Loss for the year	–			–			–			–			–			(107,746	)		(107,746	)
Balance at March 31, 2010	57,761,834			57,762			7,119,843			(556,875	)		244			(11,858,868	)		(5,237,894	)
Loss for the period	–			–			–			–			–			(19,981	)		(19,981	)
Loss for the year	–			–			–			–			–			(29,939	)		(29,939	)
Balance at December 31, 2010	57,761,834		$	57,762		$	7,119,843		$	(556,875	)	$	$244		$	(11,878,849	)	$	(5,257,875	)
Balance at March 31, 2011	57,761,834		$	57,762		$	7,119,843		$	(556,875	)	$	244		$	(11,888,807	)	$	(5,267,833	)
Loss for the period	–			–			–			–			–			(18,538	)		(18,538	)
Balance at June 30, 2011	57,761,834		$	57,762		$	7,119,843		$	(556,875	)	$	244		$	(11,907,345	)	$	(5,286,371	)

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

F-3

WORLDSTAR ENERGY, CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~ 2011 AND 2010 ~~2009~~ (Unaudited)

								Cumulative
								Total Since
		2010			2009			Inception
		2011			2010			Inception
Cash Flows From Operating Activities:
Net loss	$	(1918,~~981~~538	)	$	(~~4,007~~85	)	$	(10,~~371~~399,~~222~~718	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		–			~~3,494~~–			1,332,712
Interest		–			–			812
Minority interest in net loss of subsidiaries		–			–			(5	)
Write-off of mineral exploration rights		–			–			7,317,739
Termination of Mongolian project		–			–			102,494
Changes in operating assets and liabilities
Amount due from a minority stockholder		–			–			(110,976	)
Prepaid expenses		–			–			(77,772	)
Other payables and accrued expenses		–(4,231	)		–			(5255,~~802~~372	)
Amount due to related companies		–5,000			–			~~869~~873,~~385~~363
Amount due to a minority stockholder		–			–			624,790
Net Cash Flows Used in Operating Activities		(1917,~~981~~769	)		(~~513~~85	)		(~~364~~391,~~845~~933	)
Cash Flows From Investing Activities:
Purchase of equipment		–			–			(7,864	)
Cash inflow on reverse take-over		–			–			24,346
Cash inflow from BGI and BGHK		–			–			424,120
Cash advance to BGHK before acquisition on February 27, 2007		–			–			(3,714,286	)
Net Cash Flows Provided by (Used in) Investing Activities		–			–			(3,273,684	)
Cash Flows From Financing Activities:
Amount advanced from ultimate holding company		–			–			3,540,000
Amount advanced from related parties		–			–			15,873
Amount advanced from minority shareholders		–			–			–
Amount advanced from a former stockholder		–			–			74,286
Proceeds from short-term loans		4451,~~860~~043			–			~~171~~223,~~960~~893
Repayment of short-term loans		–			–			(127,100	)
Proceeds from minority stockholders in subscribing subsidiaries’ allotted shares		–			–			5
Proceeds from issuance of shares		–			–			1
Net Cash Flows Provided by (Used in) Financing Activities		–51,043			–			3,~~675~~726,~~025~~958
Foreign Exchange Effect on Cash		–			–			(2,745	)
Net Increase (Decrease) in Cash and Cash Equivalents		2433,~~879~~274			(~~513~~85	)		3358,~~751~~596
Cash and Cash Equivalents at Beginning of Period		825,~~872~~322			98,~~466~~872			–
Cash and Cash Equivalents at End of Period	$	3358,~~751~~596		$	87,~~953~~787		$	3358,~~751~~596

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

F-4

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

1. NATURE OF OPERATIONS AND GOING CONCERN

WorldStar Energy, Corp. (the “Company”) was incorporated in the State of Nevada, United States of America, on November 8, 1996. Through a reverse take-over transaction completed on August 14, 2007, the Company became the legal parent of National Base Investment Limited (“NB”), a company incorporated in the British Virgin Islands on November 28, 2006.

On January 20, 2007, NB acquired 98% equity interest in Bulgan Gold Investment Limited (“BGI”), a limited liability company incorporated in Hong Kong. On February 27, 2007, through the acquisition of 52% equity interest in a limited liability company incorporated in Hong Kong namely Bulgan Gold (HK) Limited (“BGHK”) by BGI, the Company indirectly owns 50.96% effective equity interest in Bulgan Gold LLC (“BGL”), a company established in Mongolia.

As a result of the reverse takeover transaction described in Note 5, the Company has changed its year end to March 31 to conform with the year end of the accounting acquirer. The Company is a development stage company and commenced initial mineral exploration activities in Mongolia during the period.

The Company is a holding company that only operates through its subsidiaries. Through its indirectly owned subsidiary, BGL, the Company is principally engaged in the exploration and the development of mineral deposits. BGL owns Mineral Exploration License Certificates issued by the Minerals and Petroleum Authority of Mongolia. During the year ended March 31, 2009, the Company ceased active mineral exploration operations in Mongolia and was not able to fund sufficient activities in order to maintain its interests in the Mineral Exploration License Certificates issued by the Minerals and Petroleum Authority of Mongolia. Accordingly, the exploration rights represented by those licenses were forfeited and the Company wrote off the remaining book value of $7,317,739 as of March 31, 2008. Subsequent to the period end, the Company sold its 100% interest in NB and acquired an exclusive sublicense from a private Canadian company for the manufacture of engineered construction products from palm oil tree waste material (notes 18 (a) and (b)). Our strategic plan remains contingent on, among other things, financing, the successful completion of all documents required under a letter of intent we have signed with the owners of Palm Oil Plantations in Indonesia, the construction of processing and manufacturing facilities, and our ability to establish relationships with suppliers and distributors in South East Asia, none of which can be assured.

~~Subsequent~~These toconsolidated ~~the~~financial ~~period~~statements ~~end,~~have ~~the~~been ~~Company~~prepared ~~sold its~~on ~~100% interest in NB and acquired an exclusive sublicense from~~ a ~~private~~ ~~Canadian~~going-concern ~~company for the manufacture of engineered construction products from palm oil tree waste material (notes 18 (a) and (b)). Our strategic plan remains contingent on~~basis, ~~among~~which ~~other~~presumes ~~things, financing,~~ the ~~successful~~realization ~~completion~~ of ~~all documents~~assets ~~required~~and ~~under a letter of intent we have signed with~~ the ~~owners of~~discharge ~~Palm Oil Plantations in Indonesia, the construction~~ of ~~processing~~liabilities and ~~manufacturing~~ ~~facilities,~~commitments ~~and our ability to establish relationships with suppliers and distributors~~ in ~~South~~the ~~East~~normal ~~Asia,~~course ~~none~~ of ~~which~~operations ~~can~~for bethe foreseeable ~~assured~~future.

~~These~~Several ~~consolidated~~adverse ~~financial~~conditions ~~statements~~cast ~~have~~substantial ~~been~~doubt ~~prepared~~on inthe ~~accordance~~validity ~~with~~of ~~generally~~this ~~accepted~~assumption. ~~accounting~~The ~~principles~~Company inhas ~~the~~incurred ~~United~~significant ~~States~~losses ofsince ~~America~~inception (~~“US~~three ~~GAAP”~~months ended June 30, 2011 - $18,538; 2010 - $85), onis acurrently unable ~~going~~to self-~~concern~~finance ~~basis~~its operations, ~~which~~has ~~presumes~~a ~~the~~working ~~realization~~capital deficiency of ~~assets~~$5,286,371 ~~and~~(March 31, 2011 - $5,267,833), a deficit accumulated during the development ~~discharge~~stage of ~~liabilities~~$11,907,345 ~~and~~(March ~~commitments~~31, in2011 ~~the~~- ~~normal~~$11,888,807), ~~course~~limited resources, no source of operating cash flow, no assurance that sufficient ~~operations~~funding ~~for~~will ~~the~~be ~~foreseeable~~available ~~future.~~to conduct further operations, debts comprised of accounts payable,

Several adverse conditions cast substantial doubt on the validity of this assumption. The Company has incurred significant losses since inception (nine months ended December 31, 2010 - $19,981; 2009 - $4,007), is currently unable to self-finance its operations, has a working capital deficiency of $5,257,875 (March 31, 2010 - $5,237,894), a deficit accumulated during the development stage of $11,878,849 (March 31, 2010 - $11,858,868), limited resources, no source of operating cash flow, no assurance that sufficient funding will be available to conduct further operations, debts comprised of accounts payable, amounts due to related companies, a director and short-term loans totaling $5,368,883 currently due or considered delinquent, no assurance that the Company will not face additional legal actions from creditors regarding delinquent other payables and accrued expenses, loans from directors, amounts due to , related companies, and short-term loans, and there is no assurance that the Company’s business plans will become commercially viable or profitable. Any one or a combination of these above conditions could result in failure of the business and require the Company to cease operations

F-5

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

1. NATURE OF OPERATIONS AND GOING CONCERN (Cont’d)

amounts due to related companies, a director and short-term loans totaling $5,422,224 currently due or considered delinquent, no assurance that the Company will not face additional legal actions from creditors regarding delinquent other payables and accrued expenses, loans from directors, amounts due to , related companies, and short-term loans, and there is no assurance that the Company’s business plans will become commercially viable or profitable. Any one or a combination of these above conditions could result in failure of the business and require the Company to cease operations The Company's ability to continue as a going-concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to repay its current obligations, fund working capital and overhead requirements, fund the development of the Company’s mineral exploration rights and the Company’s ability to achieve profitable operations. Management plans to obtain financing through future common share private placements. The Company’s continued existence is dependent upon its ability to achieve its operating plan. There can be no assurance provided the Company will be able to raise sufficient debt or equity capital from the sources described above, on satisfactory terms. If management is unsuccessful in obtaining financing or in achieving long-term profitable operations, the Company will be required to cease operations.

All of the Company's debt is either due on demand or is overdue and is now due on demand. The Company will seek to obtain creditors' consents to delay repayment of the outstanding promissory notes payable and related interest thereto, until it is able to replace this financing with funds generated by operations, replacement debt or from equity financings through private placements. While the Company's creditors have agreed to extend repayment deadlines in the past, there is no assurance that they will continue to do so in the future. If the Company is unsuccessful in obtaining financing to cover any potential verdicts or settlements, the Company will be required to cease operations.

If the going concern assumption were not appropriate for these consolidated financial statements then adjustments may be necessary to the carrying value of assets and liabilities, the reported expenses and the balance sheet classifications used. Such adjustments could be material.

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) and the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of the management of the Company, the consolidated financial statements for the periods presented include all adjustments, including normal recurring adjustments, necessary to fairly present the results of such periods and the financial position as of the end of said periods.

F-6

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated.

Use of Estimates

In preparing of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring management estimates relate to allowance for doubtful accounts, useful lives of property, plant and equipment and mineral exploration rights, asset retirement obligation estimates, accrued liabilities, and the determination of the valuation allowance for future income taxes. While management believes the estimates are reasonable, actual results could differ from those estimates and could impact future results of operations and cash flows.

Foreign currency translation

The functional currency of the Company is the United States dollar (“US dollar”). Amounts recorded in foreign currency are translated into US dollars as follows:

	i.	Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;

	ii.	Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

	iii.	Interest income and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

Gains and losses arising from this translation of foreign currency are included in the consolidated statements of operations.

Cash and cash equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. As of ~~December~~June 3130, ~~2008~~2011 most of the cash and cash equivalents were denominated in US dollars and were placed with banks in Hong Kong and Canada.

Concentrations of credit risk

F-7

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

~~Concentrations~~were held by major financial institutions located in Hong Kong and Canada which management believes are of high credit ~~risk~~quality.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and amounts due from related parties. As of December 31, 2010, substantially all of the Company and related companies’ cash and cash equivalents and related companies were held by major financial institutions located in Hong Kong and Canada which management believes are of high credit quality.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation. Cost includes expenditures that are directly attributable to the acquisition of the asset and other costs directly attributable to bringing the asset to working condition for its intended use. The cost of self-constructed assets includes the cost of materials and direct labour. Depreciation is provided on straight-line basis over their estimated useful lives. The principal depreciation rates are as follows:

	Annual rate

Furniture	10%
Computer software	10%
Computers	33.33%

Maintenance or repairs are charged to expense as incurred. Upon sale or disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to income.

Mineral exploration rights

Mineral exploration rights are stated at cost less accumulated amortization and are amortized on the straight-line basis over the tenure of the lease. Exploration and related costs and costs to maintain mineral rights and leases are expensed as incurred.

Impairment of long-lived assets

Asset retirement obligations (“ARO”)

Long-lived assets, including mineral exploration rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets and is charged to earnings. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.

F-8

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Basic and diluted loss per share

Basic loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is calculated by dividing the net loss by the sum of the weighted average number of common shares outstanding and the dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the shares issuable upon exercise of stock options and warrants calculated using the treasury stock method. Common equivalent shares are not included in the calculation of the weighted average number of shares outstanding for diluted loss per common shares when the effect would be anti-dilutive.

Income taxes

The Company uses the asset and liability method of accounting for income taxes ~~pursuant to SFAS No~~. ~~109 “Accounting for Income Taxes”.~~ Under the asset and liability method ~~of SFAS 109~~, deferred tax assets and ~~liabilities~~ liabilities are recognized for the future tax consequences attributable to ~~temporary~~ temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Financial instruments and comprehensive income

All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for- trading are measured at fair value with gains and losses recognized in net income (loss). Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity. Any financial instrument may be designated as held-for-trading upon initial recognition.

Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments and amortized using the effective interest method.

Comprehensive income or loss is defined as the change in equity from transactions and other events from sources other than the Company’s stockholders. Other comprehensive income or loss refers to items recognized in comprehensive income or loss that are excluded from operations calculated in accordance with US GAAP. The Company has no items of other comprehensive income in any period presented. Therefore, net loss as presented in the Company’s consolidated statements of operations equals comprehensive loss.

F-9

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recently Adopted Accounting Pronouncements

Effective July 1, 2009, the FASB’s Accounting Standards Codification (“ASC”) became the single official source of authoritative, nongovernmental generally accepted accounting principles (“GAAP”) in the U.S. The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP, other than guidance issued by the Securities and Exchange Commission. The Codification is required to be applied to financial statements issued for interim and annual periods ending after September 15, 2009. The Codification does not change GAAP and did not impact the Company’s consolidated financial statements.

In December 2007, the FASB issued Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) (formerly SFAS No. 141(R)), which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The amendments of ASC 805 are effective for financial statements issued for fiscal years beginning on or after December 15, 2008. Prior to the adoption of ASC 805, in process research and development costs were immediately expensed and acquisition costs were capitalized. Under ASC 805 all acquisition costs are expensed as incurred. The standard also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. In April 2009, the FASB updated ASC 805 to amend the provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets liabilities arising from contingencies in business combinations. This update also eliminates the distinction between contractual and non-contractual contingencies. The Company adopted ASC 805 effective April 1, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In December 2007, the FASB issued Accounting Standards Codification 810-10, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” (“ASC 810-10”) (formerly SFAS No. 160). ASC 810-10 establishes accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the Company’s fiscal year beginning on or after December 15, 2008. The Company adopted ASC 810-10 effective April 1, 2009 and considers the adoption had no material impact on its consolidated financial statements.

In March 2008, the FASB issued Accounting Standards Codification 815, “Disclosures about Derivative Instruments and Hedging Activities” (“ASC 815”). ASC 815 changes the disclosure requirements for derivative instruments and hedging activities. The guidance will become effective for the Company’s fiscal year beginning on or after November 15, 2008. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company adopted ASC 815 effective April 1, 2009 and considers the adoption had no material impact on its consolidated financial statements.

F-10

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recently Adopted Accounting Pronouncements (Cont’d)

~~The~~In April 2008, the FASB issued SFAS No. 142-3 (“SFAS 142-3”) to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of SFAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) Business Combinations, and other US GAAP. SFAS 142-3 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2008, the ~~FASB~~Financial ~~issued~~Accounting Standards Board (“FASB”) issued SP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“SP-EITF 03-6-1”). SP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the computation of earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. SP EITF 03-6-1 is effective for ~~financial~~ financial statements issued for the Company’s fiscal years beginning on or after ~~December~~ December 15, 2008 and earlier adoption is prohibited. The Company adopted SP EITF 03-6-1 effective April 1, 2009 and considers SP EITF 03-6-1 had no material impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued three ~~FASB~~ Staff Positions (FSP’s) that are intended to provide additional application guidance and enhance disclosures about fair value measurements and impairments of securities. FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4), clarifies the objective and method of fair value measurement even when there has been a significant decrease in market activity for the asset being measured. FSP No. 115-2 and FSP No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, (FSP 115-2 and FSP 124-2), establish a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income. FSP No. 107-1 and APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments”, expand the fair value disclosures required for all financial instruments within the scope of SFAS, No. 107, “Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and APB 28-1) to interim periods. All of these FSP’s are effective for interim and annual periods ending after June 15, 2009, our quarter ended June 30, 2009. The adoption of these FSP’s will not have a material impact on our consolidated results of operations and financial condition. However, adoption of FSP 107-1 and APB 28-1 during the quarter ended June 30, 2009 resulted in increased disclosures in our consolidated financial statements.

In April 2009, the FASB issued Accounting Standards Codification (“ASC”) 825-10, “Financial Instruments” (formerly SFAS 107-1 and ~~Accounting~~ Accounting Principles Board Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments”) (“ASC 825-10”). This statement amends SFAS 107, “Disclosures about Fair Values of Financial Instruments”, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The statement also amends APB 28, “Interim Financial Reporting”, to require those disclosures in all interim financial statements. This statement is effective for interim periods ending after June 15, 2009. The Company adopted ASC 825-10 during the quarter ending on June 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued Accounting Standards Codification 855-10, “Subsequent Events” (formerly SFAS No. 165, “Subsequent Events”) (“ASC 855-10”). This statement is consistent with existing auditing standards in defining subsequent events as events or transactions that occur after the balance sheet date but before the financial statements are issued or are available to be issued, but it also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new guidance defines two types of subsequent events: “recognized subsequent events” and “non-recognized subsequent events”. Recognized subsequent events provide additional evidence about conditions that existed at the balance sheet date and must be reflected in the company’s financial statements. Non-recognized subsequent events provide evidence about conditions that arose after the balance sheet date and are not reflected in the financial statements of a company. Certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. The new guidance was effective on a prospective basis for interim or annual periods ending after June 15, 2009. The Company adopted ASC 855-10 during the quarter ending on June 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

F-11

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recently Adopted Accounting Pronouncements (Cont’d)

In ~~June~~May 2009, the FASB issued ~~ASU~~ASC ~~No. 2009~~855-0110, “~~FASB~~Subsequent ~~Accounting~~Events” ~~Standards~~(formerly ~~Codification~~SFAS ~~and~~No. ~~the~~165, ~~Hierarchy~~“Subsequent ~~of Generally Accepted Accounting Principles~~Events”) (“~~ASU~~ASC ~~2009~~855-0110”). This ~~update~~statement ~~provides~~is consistent ~~amendment~~with toexisting ~~ASC~~auditing ~~105-10~~standards in defining subsequent events as ~~(formerly~~events ~~SFAS~~or ~~No.~~transactions ~~168,~~that ~~The~~occur ~~FASB~~after ~~Accounting~~the ~~Standards~~balance ~~Codification~~sheet ~~and~~date but before the ~~Hierarchy~~financial ofstatements ~~Generally~~are ~~Accepted~~issued ~~Accounting~~or ~~Principles”).~~are ~~ASU~~available ~~2009-01~~to ~~establishes~~be issued, but it also requires the ~~“FASB~~disclosure ~~Accounting~~of ~~Standards~~the ~~Codification”~~date ~~(“Codification”),~~through which ~~officially launched~~an ~~July~~entity 1,has ~~2009,~~evaluated subsequent toevents ~~become~~and the ~~source~~basis offor ~~authoritative~~that USdate. ~~GAAP~~The ~~recognized by~~new ~~the~~guidance ~~FASB~~defines totwo types beof ~~applied~~subsequent byevents: ~~nongovernmental~~“recognized ~~entities.~~subsequent ~~Rules~~events” and ~~interpretive~~“non-recognized ~~releases~~subsequent ofevents”. ~~the~~Recognized ~~SEC~~subsequent ~~under~~events ~~authority~~provide ofadditional ~~federal~~evidence about ~~securities~~conditions ~~laws~~that ~~are~~existed ~~also~~at ~~sources of~~the ~~authoritative~~balance USsheet ~~GAAP~~date ~~for~~and ~~SEC~~must ~~registrants~~be reflected in the company’s financial statements. ~~The~~Non-recognized subsequent ~~issuances~~events ~~of new~~provide ~~standards~~evidence ~~will~~about beconditions inthat ~~the~~arose ~~form~~after ofthe ~~Accounting~~balance ~~Standards~~sheet ~~Updates~~date ~~that~~and ~~will~~are benot ~~included~~reflected in the ~~Codification.~~financial ~~Generally,~~statements ~~the~~of ~~Codification~~a iscompany. ~~not~~Certain ~~expected to~~non-recognized ~~change~~subsequent USevents ~~GAAP.~~may ~~All~~require ~~other~~disclosure ~~accounting~~to ~~literature~~prevent ~~excluded from~~ the ~~Codification~~financial statements ~~will~~from bebeing ~~considered non-authoritative~~misleading. ~~ASU~~The ~~2009-01~~new isguidance was effective ~~for~~on ~~financial statements~~a ~~issued~~prospective ~~for~~basis for interim ~~and~~or annual periods ending after ~~September~~June 15, 2009. The Company adopted ~~ASU 2009~~ASC 855-0110 during the quarter ending on ~~September~~June 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-01, “FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU 2009-01”). This update provides amendment to ASC 105-10 (formerly SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). ASU 2009-01 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change US GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted ASU 2009-01 during the quarter ending on September 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value” (“ASU 2009-05”). This update provides amendments to ASC Topic 820, “Fair Value Measurements and Disclosure”, for the fair value measurement of liabilities when a quoted price in an active market is not available. ASU 2009-05 is effective for reporting periods beginning after August 28, 2009. The Company adopted ASU 2009-05 during the quarter ending on December 31, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06 (“ASU 2010-06”) applicable to ASC Topic 820-10, Fair Value Measurements and Disclosures. The guidance requires entities to disclose significant transfers in and out of fair value hierarchy levels and the reasons for the transfers and to present information about purchases, sales, issuances and settlements separately in the reconciliation of fair value measurements using significant unobservable inputs (Level 3).

Additionally, the guidance clarifies that a reporting entity should provide fair value measurements for each class of assets and liabilities and disclose the inputs and valuation techniques used for fair value measurements using significant other observable inputs (Level 2) and significant unobservable inputs (Level 3). This guidance is effective for interim and annual periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances and settlements in the Level 3 reconciliation, which will be effective for interim and annual periods beginning after December 15, 2010. As this guidance provides only disclosure requirements, the adoption of this standard by the Company effective January 1, 2011 will not impact the Company’s consolidated financial statements.

F-12

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

3. SIGNIFICANT ACCOUNTING POLICIES (Cont’d)

Recently Adopted Accounting Pronouncements (Cont’d)

~~In February 2010~~Additionally, the ~~FASB~~guidance ~~issued~~clarifies ~~ASU~~that ~~No.~~a ~~2010-09,~~reporting ~~“Subsequent~~entity ~~Events:~~should ~~Amendments~~provide tofair ~~Certain~~value ~~Recognition~~measurements ~~and~~for ~~Disclosure~~each ~~Requirements”~~class ~~(“ASU~~of assets and liabilities ~~2010-09”),~~and ~~which~~disclose ~~amends~~the ~~ASC~~inputs ~~Topic~~and ~~855~~valuation totechniques ~~address~~used ~~certain~~for ~~implementation~~fair ~~issues~~value ~~related~~measurements tousing ansignificant ~~entity’s~~other ~~requirement~~observable toinputs ~~perform~~(Level 2) and ~~disclose~~significant unobservable ~~subsequent~~inputs ~~events procedures~~(Level 3). ~~The~~This ~~amendments~~guidance inis ~~ASU~~effective ~~2010-09~~for ~~remove~~interim ~~the~~and ~~requirement~~annual periods ~~for~~beginning anafter ~~SEC filer~~December to15, ~~disclose~~2009, aexcept ~~date~~for ~~through~~the ~~which~~disclosures ~~subsequent~~about purchases, ~~events~~sales, ~~have~~issuances ~~been~~and ~~evaluated~~settlements in the Level 3 reconciliation, which ~~both~~will ~~issued~~be effective for interim and ~~revised~~annual ~~financial~~periods ~~statements~~beginning after December 15, 2010. ~~The~~As ~~new~~this guidance ~~did~~provides ~~not~~only ~~have~~disclosure anrequirements, the adoption of ~~impact~~this onstandard by the Company effective January 1, 2011 will not impact the Company’s consolidated financial statements.

~~Recently~~In ~~Issued~~February ~~Accounting~~2010, ~~Pronouncements~~the FASB issued ASU No. 2010-09, “Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855 to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The amendments in ASU 2010-09 remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The new guidance did not have an impact on the Company’s consolidated financial statements. In April 2010, the FASB issued ASU 2010-13, “Compensation—Stock Compensation (ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 provides amendments to ASC Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company’s adoption of this standard did not have a material effect on the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, “Compensation—Stock Compensation (ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 provides amendments to ASC Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company does not expect the adoption of this ASU effective April 1, 2011 to have a material impact on the Company’s consolidated financial statements.

4. FINANCIAL INSTRUMENTS AND RISKS

The Company has classified its financial instruments as follows:

Cash and cash equivalents – as held-for-trading
Amount due from a director – as loans and receivables
Accounts payable, loans from directors, amount due to related companies, amount due to a director, and short-term loans – as other financial liabilities

(a) Fair value

The carrying amounts of cash and cash equivalents, accounts payable and short-term loans approximate their respective fair values because of the short-term maturities of those instruments. The fair values of amounts due to related companies, loans from directors, amount due to a director have not been disclosed as their fair values cannot be reliably measured since the parties are not at arm’s length.

F-13

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

4. FINANCIAL INSTRUMENTS AND RISKS (Cont’d)

(ba) Fair ~~Credit~~value risk Credit risk is the risk that a counter -party to a financial instrument will fail to discharge its contractual obligations. The Company mitigates credit risk, in respect of cash and cash equivalents, by purchasing highly liquid, short-term investments with maturities of less than three months, held at a high-credit quality Hong Kong and Canadian and financial institutions. With respect to the amount due from a director, the credit risk has been assessed as low by management as the Company has strong working relationship with the party involved. The Company’s concentration of credit risk and maximum exposure thereto is as follows:

		December 31,		March 31,
		2010		2010
Cash	$	33,720	$	8,841
Short-term investments		31		31
Amount due from a director		77,257		77,257
	$	111,008	$	86,129

The carrying amounts of cash and cash equivalents, accounts payable and short-term loans approximate their respective fair values because of the short-term maturities of those instruments. The fair values of amounts due to related companies, loans from directors, and amount due to a director have not been disclosed as their fair values cannot be reliably measured since the parties are not at arm’s length.

(c)	Liquidity risk
	Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. The Company’s cash and cash equivalents at December 31, 2010 totalled $33,751 (March 31, 2010 - $8,872) which will not be sufficient to meet its obligations related to its accounts payable and accrued liabilities of $219,529 (March 31, 2010 - $219,529) and a total of $5,149,354 (2010 - $5,104,494) for loans from directors, amounts due to ultimate holding company (pre-acquisition); related companies; a director; and a former stockholder, due to related companies and short-term loans.
	All its non-derivative financial liabilities are made up of accounts payable and accrued liabilities which are due within the first fiscal quarter of 2012 and loans from directors, amounts due to ultimate holding company (pre-acquisition); due to related companies; due to a director; and due to a former stockholder, due to related parties and short -term loans are due on demand.
(d)	Market risk
	Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other risks .

(b)	Credit risk

	Credit risk is the risk that a counter-party to a financial instrument will fail to discharge its contractual obligations.

	The Company mitigates credit risk, in respect of cash and cash equivalents, by purchasing highly liquid, short-term investments with maturities of less than three months, held at a high-credit quality Hong Kong and Canadian financial institutions.

	With respect to the amount due from a director, the credit risk has been assessed as low by management as the Company has strong working relationship with the party involved.

	The Company’s concentration of credit risk and maximum exposure thereto is as follows:

		June 30,		March 31,
		2011		2011

Cash	$	58,565	$	25,291
Short-term investments		31		31
Amount due from a director		77,257		77,257

	$	135,853	$	102,579

(c)	Liquidity risk

	Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. The Company’s cash and cash equivalents at June 30, 2011 totalled $58,596 (March 31, 2011 - $25,322) which will not be sufficient to meet its obligations related to its accounts payable and accrued liabilities of $216,959 (March 31, 2011 - $221,190) and a total of $5,205,265 (March 31, 2011 - $5,149,222) for loans from directors; related companies; a director; and a former stockholder, due to related companies and short -term loans.

	All its non-derivative financial liabilities are made up of accounts payable and accrued liabilities which are due within the first fiscal quarter of 2013 and loans from directors, amounts due to

F-14

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

4. FINANCIAL INSTRUMENTS AND RISKS (Cont’d)

(i)	Interest rate risk
	Interest rate risk consists of two components:
	(a)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.
	(b)	To the extent that changes in prevailing market interest rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.
	The Company is exposed to interest rate cash flow risk on its loans from directors with a variable interest rate as the interest on the loans will fluctuate during the term of the loans as interest rates fluctuate. The Company is exposed to interest rate price risk on its short- term loans debt with fixed interest rates as the prevailing interest rate can differ from the interest rate of the loans.
	The Company’s cash and cash equivalents consist of cash held in bank accounts and short-term investments. Due to the short-term nature of these financial instruments, fluctuations in market interest rates do not have a significant impact on estimated fair values and on cash flows as of December 31, 2010.
(ii)	Foreign currency risk
	The Company is not exposed to foreign currency risk as it does not have any financial instruments denominated in foreign currencies.
(iii)	Other price risk
	Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company has no financial instruments exposed to other price risk.

	ultimate holding company (pre-acquisition); due to related companies; due to a director; and due to a former stockholder, due to related parties and short -term loans are due on demand.

(d)	Market risk

	Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises two types of risk: interest rate risk and foreign currency risk.

	(i)	Interest rate risk

		Interest rate risk consists of two components:

	(a)	To the extent that payments made or received on the Company’s monetary assets and liabilities are affected by changes in the prevailing market interest rates, the Company is exposed to interest rate cash flow risk.

	(b)	To the extent that changes in prevailing market interest rates differ from the interest rate in the Company’s monetary assets and liabilities, the Company is exposed to interest rate price risk.

		The Company is exposed to interest rate cash flow risk on its loans from directors with a variable interest rate as the interest on the loans will fluctuate during the term of the loans as interest rates fluctuate. The Company is exposed to interest rate price risk on its short- term loans debt with fixed interest rates as the prevailing interest rate can differ from the interest rate of the loans.

		The Company’s cash and cash equivalents consist of cash held in bank accounts and short-term investments. Due to the short-term nature of these financial instruments, fluctuations in market interest rates do not have a significant impact on estimated fair values and on cash flows as of June 30, 2011.

	(ii)	Foreign currency risk

		The Company is not exposed to foreign currency risk as it does not have any financial instruments denominated in foreign currencies.

	(iii)	Other price risk

		Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company has no financial instruments exposed to other price risk.

F-15

WORLDSTAR ENERGY, CORP.
NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2011 AND 2010

5. REVERSE TAKOVER AND RECAPITALIZATION

Effective August 14, 2007, the Company completed the acquisition of all of the issued and outstanding common shares of National Base Investment Limited (“National Base”) in exchange for 30,000,000 common shares issued from treasury and the payment of $1,360,000 to its shareholder, Jewel Star Group Ltd. A private placement of 22,000,000 shares at $0.25 per share for gross proceeds of $5,500,000 was a condition of this transaction and was also completed as of that date.

Legally, the Company is the parent of National Base. However, as a result of the share exchange described above, control of the combined companies passed to the former shareholders of National Base. This type of share exchange is referred to as a “reverse takeover”. A reverse takeover involving a non-public enterprise and a non-operating public enterprise with nominal net non-monetary assets is a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to the issuance of shares by National Base for the net assets of the Company, accompanied by a recapitalization of National Base. The net asset (deficiency) of the Company totaled $(1,007,628) at the date of acquisition, based upon the Company’s capital and accumulated deficit as at August 14, 2007, which was transferred to the continuing deficit, and has been allocated as follows:

F-15

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED DECEMBER 31, 2010 AND 2009

5. REVERSE TAKOVER AND RECAPITALIZATION (Cont’d)

This type of share exchange is referred to as a “reverse takeover”. A reverse takeover involving a non-public enterprise and a non-operating public enterprise with nominal net non-monetary assets is a capital transaction in substance, rather than a business combination. That is, the transaction is equivalent to the issuance of shares by National Base for the net assets of the Company, accompanied by a recapitalization of National Base. The net asset (deficiency) of the Company totaled $(1,007,628) at the date of acquisition, based upon the Company’s capital and accumulated deficit as at August 14, 2007, which was transferred to the continuing deficit, and has been allocated as follows:

Assets acquired:
Cash and cash equivalents	$	24,346
Advances receivable from the Jewel Star Group of companies		5,300,000
		5,324,346
Less liabilities assumed:
Accounts payable and accrued liabilities		(211,244	)
Obligation to issue shares		(627,605	)
Share subscriptions received in advance of the transaction, net of costs		(5,493,125	)

Net purchase price deficiency	$	(1,007,628	)

Legal parent capital transferred to continuing deficit	$	827,272
Legal parent deficit transferred to continuing deficit		(1,834,900	)

Net purchase price deficiency	$	(1,007,628	)

The consolidated statements of operations and cash flows for the nine months ended December 31, 2007, onward are those of National Base to the date of the reverse takeover when operations were combined. The consolidated balance sheets at June 30 and March 31, 2011, statements of operations and cash flows for the nine and three months ended June 30, 2011 and 2010, include National Base’s operations and cash flows for the three months ended June 30, 2011 and the three months ended June 30, 2010 and the Company’s operations and cash flows for the three months ended June 30, 2011 and for the three months ended June 30, 2010. The number of common shares outstanding as at June 30, 2011 are those of the Company.

The consolidated balance sheets at December 31 and March 31, 2010, statements of operations and cash flows for the nine and three months ended December 31, 2010, statements of operations and cash flows for the three months ended December 31, 2010 include National Base’s operations and cash flows for the nine and three months ended December 31, 2010 and the three months ended December 31,2009 and the Company’s operations and cash flows for the nine and three months ended December 31, 2010 and for the three months ended December 31, 2009. The number of common shares outstanding as at December 31, 2010 are those of the Company’s.

F-16

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

5. REVERSE TAKOVER AND RECAPITALIZATION (Cont’d)

The results of operations of the Company for the period from April 1, 2007 to August 14, 2007 are as follows:

Expenses
Management fees	$	20,000
Professional fees		48,719
Transfer agent and filing fees		2,884
Foreign exchange		1,148
Office		131
Write-off of Indonesian project costs		159,000

Loss for the period	$	231,882

6. INCOME TAXES

United States

The Company is subject to income tax at the rate of 35% on income earned in the United States. As of ~~December~~June 3130, ~~2010~~2011, all of the Company’s operations were carried on outside the US and the Company had accumulated losses for income tax purposes of approximately $2,400,000, however, utilization of any such losses against future taxable income is limited under the Internal Revenue Code as a result of corporate reorganizations in 2002 and 2007 involving separate changes in control which substantially restrict tax loss utilization.

BVI

The Company’s subsidiary was incorporated in the BVI and, under the current laws of the BVI, is not subject to income taxes.

Hong Kong

No provision for Hong Kong profits tax has been made in these consolidated financial statements as BGI and BGHK did not carry on any business in Hong Kong during the reporting period.

Mongolia

BGL is subject to Mongolia income tax at a rate of 10%. No provision of Mongolia income tax has been made in these financial statements as BGL has no taxable income during the reporting period.

7. AMOUNT DUE TO RELATED COMPANIES AND AMOUNT DUE TO A DIRECTOR

The amounts are interest-free, unsecured and repayable on demand.

F-17

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

8. TERMINATION OF MONGOLIAN PROJECT

During the year ended March 31, 2010, the Company wrote-off all its remaining assets in Mongolia, including $21,098 in property, plant and equipment and $81,396 in prepaid expenses, and terminated its operations in Mongolia.

9. LOANS FROM DIRECTORS

These amounts are interest-free, unsecured and repayable on demand.

10. SHORT-TERM LOANS

Included in short-term loans is $34,052 (~~2010~~March -31, 2011 - $34,052) from a third party that bears interest at 12% per annum and $4496,~~860~~ 793 (~~2010~~March 31, 2011 - $ ~~Nil~~45,750) from BLMH Technologies Inc., a company related to the vendor of the new sublicense acquired by the company subsequent to the year end (note 18 (b)), that bears interest at 8% per annum. Both of these loans are unsecured and repayable on demand.

11. CAPITAL STOCK

The authorized common stock of the Company consists of 100,000,000 common shares (previously 25,000,000 shares) with a par value of $0.001, following the approval by stockholders of an amendment to the Company’s Articles of Incorporation effective April 1, 2005.

On August 14, 2007, the Company issued 30,000,000 common shares pursuant to the reverse takeover transaction (Note 5) to acquire a 100% interest in National Base Investment Limited, together with an additional 2,000,000 common shares issued in facilitation of this transaction.

Concurrently, the Company also completed a private placement financing of 22,000,000 common shares at a price of $0.25 per share for gross proceeds of $5,500,000. A financing fee of 2,200,000 common shares at a price of $0.25 per share and $6,875 in cash were also paid.

Additionally, 931,700 common shares were issued for debt settlement.

During the year ended March 31, 2008, 500,000 common shares, valued at a market price of $0.31, were issued for debt settlement of $179,705 to a company whose principal is a director of the Company. This transaction resulted in a gain on debt settlement of $24,705 in the 124 day-period ended March 31, 2007. Also, 272,700 common shares at market value of $1.15 per share and 159,000 common shares at a market value of $1.00 per share were issued by the Company to its certain non-related shareholders for debt settlement.

No share issuances occurred during the ~~nine~~three-month period ended ~~December~~June 3130, ~~2010~~2011.

12. COMMMITMENT AND CONTINGENCIES

The Company had no commitments or contingent liabilities as of ~~December~~June 3130, ~~2010~~2011.

F-18

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

13. MINORITY INTERESTS

Minority interests result from the consolidation of 98% owned subsidiary of BGI and 50.96% owned subsidiaries of BGHK and BGL. As of ~~December~~June 30, 312011, ~~2010,~~ BGI, BGHK and BGL recorded a net liability. As a result, the minority interests in the net loss of these subsidiaries is $Nil for the nine months ended ~~December~~June 3130, ~~2010~~2011 due to the minority stockholders’ equity balance being $Nil at March 31, ~~2010~~2011. Such minority interests in the net losses of the ~~subsidiaries~~ subsidiaries have not been recorded, the minority interests in future profits will not be recognized until the aggregate of such profits equal the aggregate ~~unrecognized~~ unrecognized losses.

14. RELATED PARTY TRANSACTIONS

Apart from the transactions as disclosed in notes 7, 9 and 11 to the consolidated financial statements, during the ~~nine~~three months ended ~~December 31~~June 30, 2011 ~~2010~~ and ~~2009~~2010, the Company had no other material transactions with its ~~related~~ related parties during the reporting periods. Amounts due to related parties are non-interest bearing and unsecured. These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

15. SEGMENT INFORMATION

The Company operated in a single segment, being conducting mineral exploration on selected territory within Mongolia. This business was terminated effective March 31, 2010 (note 8).

16. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

		Nine months		Nine months
		Three months		Three months		Cumulative
		ended		ended		Cumulative
		ended June 30,		ended June 30,		Total Since
		December 31,		December 31,		Total Since
		2011		2010		Inception
		2010		2009		Inception
Cash paid for:
Interest	$	–	$	–	$	9,011
Income taxes	$	–	$	–	$	–
Shares issued for debt settlement	$	–	$	–	$	627,605

17. RISK AND CAPITAL MANAGEMENT

The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company in order to support future business opportunities. The Company defines its capital as shareholders’ equity. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.

The Company currently has no source of revenues; as such, the Company is dependent upon external financings or the sale of assets (or an interest therein) to fund activities. In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company’s approach to capital management during the period ended ~~December~~June 3130, ~~2010~~2011. ~~The Company is not subject to externally imposed capital requirements.~~

F-19

WORLDSTAR ENERGY, CORP. NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE ~~NINE~~THREE MONTHS ENDED ~~DECEMBER~~JUNE 3130, ~~2010~~2011 AND ~~2009~~2010

17. RISK AND CAPITAL MANAGEMENT (Cont’d)

The Company is not subject to externally imposed capital requirements.

18. SUBSEQUENT EVENTS

a)	Effective September 8, 2011, the Company sold its 100% interest in NB to an arm’s length party in exchange for $10 and an indemnification in favor of the Company against all present and future obligations of NB. As a result of the sale, the Company will cease consolidating NB on that date, which will result in reductions of assets and liabilities. On a pro-forma basis (as if the sale of NB had occurred on June 30, 2011), the assets would be reduced by $82,077, the total liabilities would be reduced by $5,095,628 with a resultant gain of $5,013,551.	Effective September 8, 2011, the Company sold its 100% interest in NB to an arm’s length party in exchange for $10 and an indemnification in favor of the Company against all present and future obligations of NB. As a result of the sale, the Company will cease consolidating NB on that date, which will result in reductions of assets and liabilities. On a pro-forma basis (as if the sale of NB had occurred on December 31, 2010), the assets would be reduced by $181,079, the total liabilities would be reduced by $5,095,628 with a resultant gain of $4,919,549.
		As at December 31, 2010, pro-forma continuing operations would consist of assets of $28,930 and liabilities of $272,914. Operations for the period ended December 31, 2008 would have amounted to a net loss of $19,639 and a loss per share of $0.00.
	As at June 30, 2011, pro-forma continuing operations would consist of assets of $53,776 and liabilities of $326,596. Operations for the period ended June 30, 2011 would have amounted to a net loss of $18,538 and a loss per share of $0.00.
	b)	Subsequent to the year end, the Company acquired an exclusive sublicense to use and apply, in Southeast Asia, including China, the patent-pending processes and solutions licensed by a private Canadian company (the “vendor’), for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties. This sublicense is for a 10 year term, and is renewable for successive periods of 10 years each. The Company has agreed to pay a CAD$150,000 acquisition fee to the vendor, to be paid by the issuance of 10,000,000 fully paid shares of common stock in the capital of the Company and to pay a continuing royalty to the vendor. The Company must, in order to preserve the license rights, purchase from the vendor certain escalating minimum quantities of a certain solution during each year of the term of the sublicense agreement.
	b) Subsequent to the year end, the Company acquired an exclusive sublicense to use and apply, in Southeast Asia, including China, the patent-pending processes and solutions licensed by a private Canadian company (the “vendor’), for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties. This sublicense is for a 10 year term, and is renewable for successive periods of 10 years each. The Company has agreed to pay a CAD$150,000 acquisition fee to the vendor, to be paid by the issuance of 10,000,000 fully paid shares of common stock in the capital of the Company and to pay a continuing royalty to the vendor. The Company must, in order to preserve the license rights, purchase from the vendor certain escalating minimum quantities of a certain solution during each year of the term of the sublicense agreement. The Company will operate this business through a newly formed subsidiary, Worldstar Energy (Hong Kong) Co. Ltd.

F-20

Item 2. Management’s Discussion and Analysis

The following discussion of our financial condition, changes in financial condition and results of operations for the three ~~and nine~~ month periods ended June ~~December 31~~30, ~~2010~~2011 and ~~2009~~2010 should be read in conjunction with our ~~unaudited~~ unaudited consolidated interim financial statements and related notes for the three ~~and nine~~ month periods ended ~~December~~June 3130, ~~2010~~2011 and ~~2009~~2010. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but ~~not~~ not limited to, those set forth below under the heading “Risk Factors”.

Overview of Our Business

We were incorporated on November 8, 1996 under the laws of the State of Nevada under the name “Flintrock Financial Services, Inc.” Concurrent with the reverse merger with Tysa Corporation on March 1, 2000 we changed our name to “Auteo Media, Inc.” effective March 14, 2000. On April 1, 2005 we changed our name to “WorldStar Energy, Corp.” and amended our articles of incorporation to increase our authorized share capital to 100,000,000 shares of common stock.

Our principal executive offices are located at Rm 803, 8/F, Jubilee Centre, No. 42 Gloucester Road Wanchai, Hong Kong, China .

We became a “shell” company as defined in Rule 12b–2 of the Exchange Act upon the sale of substantially all of our assets in July 2002.

Acquisition of National Base Investment Limited

On August 14, 2007, we completed the acquisition of all of the issued and outstanding shares of National Base, a company incorporated pursuant to the laws of the British Virgin Islands on November 28, 2006, from Jewel, also incorporated pursuant to the laws of the British Virgin Islands and the principal of which was our then President and Chief Executive Officer. The acquisition was completed in accordance with the Share Purchase Agreement dated February 12, 2007 among our Company, Jewel and National Base. At the time of the acquisition, National Base owned interests in 50 mineral exploration licenses in Mongolia. National Base owns 98% of BGI, a Hong Kong corporation, which in turn owns 52% of BGHK. The other 48% of BGHK shares are owned by a Hong Kong businessman as to 18% and a Mongolian businessman as to 30%. They currently remain minority shareholders in the Company. BGHK owns 100% of BGL, a Mongolian corporation. BGL owned the 50 mineral exploration licenses over properties in Mongolia.

At the time of the acquisition, National Base owned interests in 50 mineral exploration licenses in Mongolia. National Base owns 98% of BGI, a Hong Kong corporation, which in turn owns 52% of BGHK. The other 48% of BGHK shares are owned by a Hong Kong businessman as to 18% and a Mongolian businessman as to 30%. They currently remain minority shareholders in the Company. BGHK owns 100% of BGL, a Mongolian corporation. BGL owned the 50 mineral exploration licenses over properties in Mongolia.

The Mongolian licenses covered an aggregate of some 817,000 hectares (8,200 square kilometers) of lands believed to be prospective for base and precious minerals. The properties contained no known reserves of any type of minerals. At the time of our acquisition of National Base, our plan was to organize the Mongolian licenses and prioritize exploration targets, as exploration work was required to further delineate and expand the known mineralization on the properties. As well, prospecting work and database reviews of other historical work were to be undertaken.

- 2 -

We filed a Current Report on Form 8 K with the SEC on August 27, 2007 which provides, among other things, further information relating to the acquisition of National Base and the properties we had planned to explore, including risk factors relating to our business.

We also filed a current report on December 20, 2007 disclosing that National Base, as the legal subsidiary, is treated as the acquiring company with the continuing operations. As National Base constitutes the operations of the Company, the Company has changed its fiscal year end to March 31, thereby adopting the same fiscal year end as National Base. In accordance with SEC guidance, as National Base constitutes the accounting acquirer, no transition report is required in connection with this change in year end.

Current Status

AsDue atin large part to the economic recession that commenced in the United States in December 312007, ~~2010~~and the general worldwide economic downturn that followed, we ~~had~~were ~~not~~unable ~~engaged~~to inraise ~~any~~sufficient ~~exploration~~financing to commence our planned exploration activities on the properties covered by the Mongolian licenses. As a result, during the year ended March 31, 2009, our Company was forced to cease operations in Mongolia, and we were unable to maintain our interests in the Mineral Exploration License Certificates issued by the Minerals and Petroleum Authority of Mongolia. Accordingly, the exploration rights represented by the Mongolian licenses were forfeited, our Company wrote off the remaining book value of $7,317,739 as of March 31, 2008, and we ~~had~~once ~~not~~again ~~yet~~became ~~completed~~a ~~our~~“shell” ~~analysis~~company as defined in Rule 12b–2 of the ~~existing~~Exchange ~~database~~Act. ~~nor~~During the ~~prioritized~~year ~~our~~ended March 31, 2010, we wrote off all the remaining assets in Mongolia ~~exploration~~that ~~targets~~were not deemed to be recoverable.

~~Due~~As reported in ~~large~~our ~~part~~current toreport ~~the~~on ~~economic~~Form ~~recession~~8-K ~~that~~filed ~~commenced~~with in the SEC ~~United~~on ~~States~~July ~~in December 2007~~14, ~~and the general worldwide economic downturn that followed~~2011, we ~~were~~have ~~unable~~acquired toan ~~raise~~exclusive ~~sufficient~~sublicense ~~financing~~dated toJune ~~commence our~~29, ~~planned~~2011 ~~exploration~~from ~~activities~~Fire onBlock ~~the~~Technologies ~~properties covered by the Mongolian licenses~~Inc. Asto ause ~~result,~~and ~~during the year ended March 31~~apply, ~~2009,~~in ~~our~~Southeast ~~Company was~~Asia, ~~forced~~including ~~to cease operations in Mongolia~~China, ~~and we were unable to maintain our interests in~~ the ~~Mineral~~patent-pending ~~Exploration~~processes ~~License~~and ~~Certificates~~solutions ~~issued~~licensed by ~~the Minerals~~Fire ~~and~~Block ~~Petroleum~~Technologies ~~Authority of Mongolia~~Inc. ~~Accordingly,~~from ~~the~~Fire ~~exploration~~Block ~~rights represented~~International byInc., ~~the~~a ~~Mongolian~~private ~~licenses were forfeited~~Canadian company, ~~our~~for ~~Company wrote off~~ the ~~remaining~~ ~~book~~manufacture ~~value~~ of ~~$7,317,739~~engineered asconstruction ofproducts ~~March~~from ~~31,~~palm ~~2008, and we once again~~oil ~~became~~tree awaste ~~“shell”~~material ~~company~~with aszero ~~defined~~ignition inand ~~Rule~~zero ~~12b–2~~flame ofspread ~~the Exchange Act~~properties.

Our sublicense is for a 10 year term, and is renewable for successive periods of 10 years each. The sublicense agreement represents a key step in our reactivation; however, our strategic plan is still contingent on, among other things, the successful completion of all documents required under a letter of intent that we have signed with the owners of Palm Oil Plantations in Indonesia for the supply of palm oil tree waste material, as well as raising financing on acceptable terms to fund the construction of the required facilities to process palm oil tree waste material and manufacture our planned products, and to fund the start-up of operations. In addition, we will have to establish relationships with suppliers and distributors in South East Asia. Accordingly, we currently remain a “shell company” as defined in Exchange Act Rule 12b-2, as we have nominal assets and nominal operations.

Zeroignition^TM and Zi^TM, referred to in this annual report, are trademarks controlled by Fire Block International Inc.

Our Plan of Operations

Overview

As ofreported in our current report on Form 8-K filed with the SEC ~~date~~on ~~hereof~~July 14, 2011, we have noacquired ~~operations~~an ~~and~~exclusive ~~only~~sublicense ~~nominal assets.~~dated WeJune ~~propose~~29, 2011 from Fire Block Technologies Inc. to ~~identify~~use and ~~evaluate~~apply, ~~businesses~~in ~~and~~Southeast ~~assets~~Asia, ~~with~~including China, the patent-pending ~~view~~processes and solutions licensed by Fire Block Technologies Inc. tofrom ~~completing~~Fire anBlock ~~acquisition~~International Inc., a private Canadian company, for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties.

Capital Costs

During the next 12 months we anticipate that we will not generate any revenue. We had cash of $33,751 and a working capital deficiency of $5,257,875 at December 31, 2010.

- 3 -

~~Results~~Fire Block Technologies Inc. is a private Barbados company that controls the exclusive worldwide license outside of ~~Operations~~Canada –for ~~Three~~the sale, marketing and ~~Nine~~distribution ~~months~~of ~~Ended~~ZeroignitionTM Solution together with ~~December~~the ~~31,~~sub-licensing ~~2010~~rights ~~and~~for ~~2009~~the patent-pending ZeroignitionTM New Materials Technology.

~~The~~ZeroignitionTM ~~following~~Solution ~~table~~is ~~sets~~a ~~forth~~proprietary ~~our~~formula, which ~~operating~~when ~~results~~used ~~for~~in conjunction with the patent pending ZeroignitionTM ~~three~~New Materials Technology, is capable of creating a wide range of wood-based products with non-combustible characteristics (“ZeroignitionTM Products”). These new and ~~nine~~unique ~~months~~revolutionary ~~ended~~technologies ~~December~~and 31products, ~~2010~~which demonstrate extreme flame resistance and highly efficient thermal protection, are asnon-toxic, ~~compared~~pH ~~with~~neutral, ~~our~~environmentally ~~operating~~friendly, non-corrosive and have ~~results~~withstood ~~for~~direct ~~the~~heat ~~three~~in excess of 18,000 degrees Fahrenheit without ignition or flame spread. Extensive testing to ASTM standards by INTERTEK Laboratories (Vancouver, Canada) and ~~nine~~EMERCOM ~~months~~of ~~ended~~Russia ~~December~~(Moscow) 31has resulted in achieving “Class A” fire ratings on wood fiber, ~~2009~~cellulose, and textile products treated with ZeroignitionTM Solution.

Siempelkamp GmbH & Co, (“Siempelkamp”) (Krefeld, Germany), under contract with the owner of Zeroignition^TM technology and Fire Block Technologies, has successfully completed product testing on OSB (oriented strand board), MDF (medium density fiberboard), particle board and “Zeroignition^TM Wallboard” (a sheetrock replacement) manufactured using the Zeroignition^TM New Materials Technology, both for traditional wood fiber boards and EFB (or “empty fruit basket”) waste material boards. Siempelkamp, a leader in lumber, cellulose fiber and wood products equipment manufacture and factory design, was established in 1883 and holds a 70% global market share in this industry, which represents 1,400 of the 2,000 OSB and MDF plants in the world.

Our sublicense is for a 10 year term, and is renewable for successive periods of 10 years each. We have paid a CAD$150,000 acquisition fee to Fire Block Technologies by way of the issuance of 10,000,000 fully paid shares of our common stock to Fire Block Technologies Inc. We have also agreed to pay a continuing royalty to Fire Block Technologies Inc. of: (a) 1% of the net invoice price from sales of Zeroignition™ Products by our Company and any of our sublicensees; and (b) 3% of our Company’s net invoice price from sales of any palm waste material that has been processed into pulp fibre (“Zi^TM-Pulp”) or chips (“Zi^TM-Chips”) and treated with Zeroignition^TM Solution for use as a raw material for the manufacture and production of engineered wood products. The 3% royalty relates to our Company’s obligation under the sublicense agreement to manufacture Zi^TM-Pulp and Zi^TM-Chips for sale to our own future sublicensees, as well as to certain existing manufacturers of Zeroignition™ Products in the territory covered by the sublicense. In addition, we have agreed to purchase from Fire Block Technologies certain minimum quantities of Zeroignition^TM Solution during each year of the term of the sublicense agreement, as follows: year 1 – CAD$5,000,000; year 2 - CAD$25,000,000; year 3 - CAD$75,000,000; year 4 and each subsequent year - CAD$100,000,000.

The sublicense agreement represents a key step in our reactivation; however, our strategic plan is still contingent on, among other things, the successful completion of all documents required under a letter of intent that we have signed with the owners of Palm Oil Plantations in Indonesia for the supply of palm oil tree waste material, as well as raising financing on acceptable terms to fund the construction of the required facilities to process palm oil tree waste material and manufacture our planned products, and to fund the start-up of operations. In addition, we will have to establish relationships with suppliers and distributors in South East Asia. Accordingly, we currently remain a “shell company” as defined in Exchange Act Rule 12b-2, as we have nominal assets and nominal operations.

- 4 -

Capital Costs

During the next 12 months we anticipate that we will not generate any revenue. We had cash of $58,596 and a working capital deficiency of $5,286,371 at June 30, 2011.

Results of Operations – Three months Ended June 30, 2011 and 2010

The following table sets forth our operating results for the three months ended June 30, 2011, as compared with our operating results for the three months ended June 30, 2010.

Consolidated Loss from Operations

		Three Months Ended									Nine Months Ended
		2011			2010
		December			December			Change			December			December			Change
General and administrative expenses		(18,538	)		(85	)
		31,			31,			(Increase/			31,			31,			(Increase/
Loss from operations	$	(18,538	)	$	(85	)
		2010			2009			Decrease)			2010			2009			Decrease)
		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Depreciation of equipment	$	–		$	1,165		$	(1,165	)	$	–		$	3,494		$	(3,494	)
General and administrative expenses		19,810			80			19,730			19,981			513			19,468
Loss from operations	$	(19,810	)	$	(1,245	)	$	(18,565	)	$	(19,981	)	$	(4,007	)	$	(15,468	)

Depreciation of Property, Plant and Equipment

Our depreciation expense amounted to $Nil the three months ended ~~December~~June 3130, ~~2010~~2011 ~~(2009~~and ~~- $1,165)~~2010. The Company wrote-off all its property, plant and equipment at March 31, 2010, resulting in $Nil in depreciation in the ~~three~~ ~~and nine months ended December 31, 2010~~current year.

General and Administrative Expenses

Our general and administrative expenses increased to $1918,~~810~~538 during the three months ended ~~December~~June 3130, ~~2010~~2011 as compared to $8085 during the ~~three~~ three months ended ~~December~~June 3130, ~~2009~~2010 as the Company has commenced reactivation activities. The Company was basically inactive beginning April 1, 2008. During the three months ended ~~December~~June 3130, ~~2010~~2011, the Company ~~commenced~~continued efforts in preparation of past-due filings.

Net Loss

The following table reflects our net loss for the three ~~and nine~~ months ended ~~December~~June 3130, ~~2010~~2011 and ~~2009~~2010, after taking into account the amounts recognized as other income or expenses of $Nil.

		Three Months Ended									Nine Months Ended
		2011			2010
		December			December			Change			December			December			Change
Loss from operations	$	(18,538	)	$	(85	)
		31,			31,			(Increase/			31,			31,			(Increase/
Net loss	$	(18,538	)	$	(85	)
		2010			2009			Decrease)			2010			2009			Decrease)
		(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)
Loss from operations	$	(19,810	)	$	(1,245	)	$	(19,565	)	$	(19,981	)	$	(4,007	)	$	(15,974	)
Other expenses		–			–			–			–			–			–
Net loss and comprehensive loss	$	(19,810	)	$	(1,245	)	$	(19,565	)	$	(19,981	)	$	(4,007	)	$	(19,974	)

We recorded a net loss of $1918,~~810~~538 for the three months ended ~~December~~June 3130, ~~2010~~2011 as compared to a net loss of $~~1,245~~85 for the three months ended ~~December~~ 31June 30, ~~2009~~2010. The increase in net loss between these periods is primarily related to an increase in general and administrative expenses due to increase in legal and audit fees for past-due filings.

- 45 -

We recorded a net loss of $19,981 for the nine months ended December 31, 2010 as compared to a net loss of $4,007 for the nine months ended December 31, 2009. The increase in net loss between these periods is primarily related to an increase in general and administrative expenses due to increase in legal and audit fees for past-due filings.

Liquidity and Financial Resources

Our Company’s continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis, to pay off existing debt and provide sufficient funds for general corporate purposes, all of which is uncertain. Our consolidated financial statements contain additional note disclosures to this effect, and the consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have no operations and only nominal assets. Accordingly, we anticipate that we will require additional financing to enable us to identify and evaluate businesses and/or assets for potential acquisition during the next 12 months. However, there can be no assurance that we will be able to obtain such financing. We believe that debt financing will not be an alternative at this time as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund the identification, evaluation and acquisition of a new business or assets. In the absence of such financing, we will not be able to execute upon our plan of operations.

Cash and Working Capital

The following table sets forth our cash and cash equivalents and working capital as of ~~December~~June 3130, ~~2010~~2011 and March 31, ~~2010~~2011:

		As of			As of
		December 31,			March 31,
		2010			~~2010~~2011
Cash and cash equivalents	$	3358,~~751~~596		$	825,~~872~~322
Working capital surplus (deficiency)	$	(5,~~257~~286,~~875~~371	)	$	(5,~~237~~267,~~894~~833	)

Cash Flows from Operating Activities

Our cash flows from operating activities during the three months ended ~~December~~June 3130, ~~2010~~2011 were $(1917,~~810~~769), after giving effect to the change in non-cash working capital items.

Our cash flows from operating activities during the three months ended ~~December~~June 3130, ~~2009~~2010 were $(8085). ~~Our cash flows from operating activities for 2009 include net loss of $1,245 and $1,165 in depreciation.~~

- 5 -

Our cash flows from operating activities during the nine months ended December 31, 2010 were $(19,981). Our cash flows from operating activities for 2010 include net loss of $19,981 and $Nil in depreciation.

Our cash flows from operating activities during the nine months ended December 31, 2009 were $(513). Our cash flows from operating activities for 2009 include net loss of $4,007 and $3,494 in depreciation.

Cash Flows from Investing Activities

Our cash flows from investing activities for the three and nine months ended ~~December~~June 3130, ~~2010~~2011 and ~~2009~~2010 were $Nil.

Cash Flows from Financing Activities

Our cash flows from financing activities for the three months ended ~~December~~June 3130, ~~2010~~2011 were $4451,~~860~~043 compared to $Nil for the three months ended ~~December~~June 3130, ~~2009~~2010.

~~During~~- ~~the~~6 ~~three~~- months ended December 31, 2010, we received a short term loan of $44,860 from BLMH Technologies Inc., a company related to the vendor of the new sublicense acquired by the company subsequent to the year end.

~~Our~~During ~~cash~~the ~~flows~~three ~~from~~months ~~financing~~ended ~~activities~~June ~~for~~30, ~~the~~2011, ~~nine~~we ~~months~~received a ~~ended~~second ~~December~~short ~~31,~~term ~~2010~~loan ~~were~~of $4451,~~860~~043 ~~compared~~from BLMH Technologies Inc., a company related to ~~$Nil~~the ~~for~~vendor of the ~~nine~~new ~~months~~sublicense ~~ended~~acquired by the company subsequent to the ~~December~~year ended March 31, ~~2009~~2011.

During the nine months ended December 31, 2010, we received advances of $44,860 from BLMH Technologies Inc., a company related to the vendor of the new sublicense acquired by the company subsequent to the year end.

Critical Accounting Policies and Estimates

Our consolidated financial statements and accompanying notes have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) applied on a consistent basis have been omitted pursuant to such SEC rules and regulations. Nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

We believe that our critical accounting policies and estimates include the accounting for allowance for doubtful accounts, useful lives of property, plant and equipment and mineral exploration rights, asset retirement obligation estimates, accrued liabilities, and the determination of the valuation allowance for future income taxes.

- 6 -

Basis of Presentation

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material. The Company’s continuation as a going concern is dependent upon the continued financial support of its creditors and its ability to obtain financing to repay its current obligations, fund working capital and overhead requirements, fund the development of the Company’s mineral exploration rights and the Company’s ability to achieve profitable operations. Management plans to obtain financing through future common share private placements. The Company’s continued existence is dependent upon its ability to achieve its operating plan. There can be no assurance provide the Company will be able to raise sufficient debt or equity capital from sources described above, on satisfactory terms. If management is unsuccessful in obtaining financing or in achieving long-term profitable operations, the Company will be required to cease operations.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated.

- 7 -

Use of Estimates

Foreign Currency Translation

The functional currency of the Company is the United States dollar (“US dollar”). Amounts recorded in foreign currency are translated into US dollars as follows:

	i.	Monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;

	ii.	Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

	iii.	Interest income and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

- 7 -

Gains and losses arising from this translation of foreign currency are included in the consolidated statements of operations.

Cash and Cash Equivalents

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less to be cash equivalents. As of ~~December~~June 3130, ~~2010~~2011 most of the cash and cash equivalents were denominated in US dollars and were placed with banks in Hong Kong and Canada.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and amounts due from related parties. As of ~~December~~June 3130, ~~2010~~2011, substantially all of the Company and related companies’ cash and cash equivalents and related companies were held by major financial institutions located in Hong Kong, and Canada which management believes are of high credit quality.

Property, Plant and Equipment

- 8 -

	Annual rate

Furniture	10%
Computer software	10%
Computers	33.33%

Mineral Exploration Rights

Impairment of Long-Lived Assets

- 8 -

Asset Retirement Obligations (“ARO”)

The Company recognizes a legal liability for obligations related to the retirement of property and equipment and mineral exploration rights, and obligations arising from the acquisition, construction, development or normal operations of those assets. Such asset retirement costs must be recognized at fair value when a reasonable estimate of fair value can be estimated in the period in which the liability is incurred. A corresponding increase to the carrying amount of the related asset, where one is identifiable, is recorded and amortized over the life of the asset. Where a related future value is not easily identifiable with a liability, the change in fair value over the course of the year is expensed. The amount of the liability is subject to re-measurement at each reporting period. The estimates are based principally on legal and regulatory requirements.

Basic and Diluted Loss per Share

- 9 -

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to SFAS No. 109 “Accounting for Income Taxes”. Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Financial Instruments and Comprehensive Income

- 9 -

Recently Adopted Accounting Pronouncements

- 10 -

standard also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of financial statements to evaluate the nature and financial effects of the business combination. In April 2009, the FASB updated ASC 805 to amend the provisions for the initial recognition and measurement, subsequent measurement and accounting, and disclosures for assets liabilities arising from contingencies in business combinations. This update also eliminates the distinction between contractual and non-contractual contingencies. The Company adopted ASC 805 effective April 1, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

- 10 -

In April 2008, the FASB issued SFAS No. 142-3 (“SFAS 142-3”) to amend the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The intent of SFAS 142-3 is to improve the consistency between the useful life of a recognized intangible asset under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R) Business Combinations, and other US GAAP. SFAS 142-3 is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2008, the FASB issued FASB SP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (“SP-EITF 03-6-1”). SP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the computation of earnings per share under the two-class method as described in SFAS No. 128, “Earnings per Share”. SP EITF 03-6-1 is effective for financial statements issued for the Company’s fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The Company adopted SP EITF 03-6-1 effective April 1, 2009 and considers SP EITF 03-6-1 had no material impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued three FASB Staff Positions (FSP’s) that are intended to provide additional application guidance and enhance disclosures about fair value measurements and impairments of securities. FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4), clarifies the objective and method of fair value measurement even when there has been a significant decrease in market activity for the asset being measured. FSP No. 115-2 and FSP No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, (FSP 115-2 and FSP 124-2), establish a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income. FSP No. 107-1 and APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments”, expand the fair value disclosures required for all financial instruments within the scope of SFAS, No. 107, “Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and APB 28-1) to interim periods. All of these FSP’s are effective for interim and annual periods ending after June 15, 2009, our quarter ended June 30, 2009. The adoption of these FSP’s will not have a material impact on our consolidated results of operations and financial condition. However, adoption of FSP 107-1 and APB 28-1 during the quarter ended June 30, 2009 resulted in increased disclosures in our consolidated financial statements.

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significant decrease in market activity for the asset being measured. FSP No. 115-2 and FSP No. 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments”, (FSP 115-2 and FSP 124-2), establish a new model for measuring other-than-temporary impairments for debt securities, including criteria for when to recognize a write-down through earnings versus other comprehensive income. FSP No. 107-1 and APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments”, expand the fair value disclosures required for all financial instruments within the scope of SFAS, No. 107, “Disclosures about Fair Value of Financial Instruments” (FSP 107-1 and APB 28-1) to interim periods. All of these FSP’s are effective for interim and annual periods ending after June 15, 2009, our quarter ended June 30, 2009. The adoption of these FSP’s will not have a material impact on our consolidated results of operations and financial condition. However, adoption of FSP 107-1 and APB 28-1 during the quarter ended June 30, 2009 resulted in increased disclosures in our consolidated financial statements.

In April 2009, the FASB issued Accounting Standards Codification 825-10, “Financial Instruments” (formerly SFAS 107-1 and Accounting Principles Board Opinion No. 28-1, “Interim Disclosures about Fair Value of Financial Instruments”) (“ASC 825-10”). This statement amends SFAS 107, “Disclosures about Fair Values of Financial Instruments”, to require disclosures about fair value of financial instruments in interim financial statements as well as in annual financial statements. The statement also amends APB 28, “Interim Financial Reporting”, to require those disclosures in all interim financial statements. This statement is effective for interim periods ending after June 15, 2009. The Company adopted ASC 825-10 during the quarter ending on June 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In June 2009, the FASB issued ASU No. 2009-01, 11“FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU 2009-01”). This update provides amendment to ASC 105-10 (formerly SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). ASU 2009-01 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change US GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. ASU 2009-01 is effective for financial statements

~~In June 2009, the FASB issued ASU No. 2009~~-~~01,~~ ~~“FASB~~12 ~~Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles” (“ASU 2009~~-~~01”).~~ This update provides amendment to ASC 105-10 (formerly SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). ASU 2009-01 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative US GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative US GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change US GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. ASU 2009-01 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted ASU 2009-01 during the quarter ending on September 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

issued for interim and annual periods ending after September 15, 2009. The Company adopted ASU 2009-01 during the quarter ending on September 30, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In September 2009, the FASB issued ASU No. 2009-12, “Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2009-12”). ASU permits, as a practical expedient, a reporting entity to measure the fair value of an investment that is within the scope of this ASU on the basis of the net asset value per share of the investment (or its equivalent) if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles of Topic 946 as of the reporting entity’s measurement date. The ASU also requires disclosures by major category of investment about the attributes of investments within the scope of the Update. ASU 2009-12 is effective for interim and annual periods ending after December 15, 2009. The Company adopted ASU 2009-12 during the quarter ending on December 31, 2009 and considers the adoption had no material impact on the Company’s consolidated financial statements.

In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events: Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855 to address certain implementation issues related to an entity’s requirement to perform and disclose subsequent events procedures. The amendments in ASU 2010-09 remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. The new guidance did not have an impact on the Company’s consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, 12“Compensation—Stock Compensation (ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 provides

~~Recently~~- ~~Issued~~13 ~~Accounting~~- ~~Pronouncements~~

In April 2010, the FASB issued ASU 2010-13, “Compensation—Stock Compensation (ASC Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 provides amendments to ASC Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance or service condition. Therefore, an entity would not classify such an award as liability if it otherwise qualifies as equity. The amendments in this update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. The Company’s ~~does not expect the~~ adoption of this ~~ASU~~standard ~~effective~~did ~~April~~not ~~1, 2011 to~~ have a material ~~impact~~effect on the Company’s consolidated ~~financial~~ financial statements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our Chief Executive Officer, Rudi Azali, and our Chief Financial Officer, Michael Kinley, are responsible for establishing and maintaining disclosure controls and procedures for our Company.

Our management has evaluated the effectiveness of our disclosure controls and procedures as of ~~December~~June 3130, ~~2010~~2011 (under the ~~supervision~~ supervision and with the participation of the Chief Executive Officer and the ~~Chief~~ Chief Financial Officer), pursuant to Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended. As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting, however, our filings have been delinquent during the period from ~~December~~June 3130, ~~2010~~2011 to date as the Company did not have the financial resources to fund the costs involved in completing these filings. Based on this evaluation, our Company’s Chief Executive Officer and Chief Financial Officer have concluded that our Company’s disclosure controls and procedures were not effective as of ~~December~~June 3130, ~~2010~~2011.

- 13 -

Changes in Internal Control over Financial Reporting

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

- 14 -

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

A material weakness is defined in Public Company Accounting Oversight Board Auditing Standard No. 5 as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

There have not been any changes in our internal control over financial reporting that occurred during our fiscal quarter ended December 31, 2010 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

~~Except~~We asknow ~~disclosed~~of inno ~~this~~material, ~~annual~~existing ~~report~~or pending legal proceedings against our Company, ~~during~~nor ~~the~~are ~~past~~we ~~ten years~~involved ~~none~~as ofa ~~the~~plaintiff ~~following~~in ~~events~~any ~~have~~material proceeding ~~occurred~~or ~~with~~pending ~~respect~~litigation. toThere are no proceedings in which any of our directors, officers or ~~executive~~affiliates, ~~officers:~~or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

	1.	A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	2.	Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward looking statements to reflect events or circumstances occurring after the date of such statements.

-Such 14estimates, -projections or other “forward looking statements” involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

3.Risks ~~Such~~Related ~~person~~to ~~was~~Our ~~the~~Company subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i.We ~~Acting~~have asno aoperations futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and ~~loan~~only ~~association~~nominal ~~or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; ii~~assets. Engaging in any type of business practice; or iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.Given ~~Such person was~~ the ~~subject~~forfeiture of ~~any~~our ~~order,~~exploration ~~judgment~~rights orrepresented ~~decree,~~by the ~~not~~Mongolian ~~subsequently reversed~~licenses, ~~suspended~~and ordespite ~~vacated,~~our acquisition of ~~any~~an ~~Federal~~exclusive orsublicense to ~~State~~use ~~authority~~and ~~barring~~apply, ~~suspending~~in orSoutheast ~~otherwise~~Asia, ~~limiting~~certain ~~for~~patent-pending ~~more~~processes ~~than~~and solutions 60for ~~days~~ the ~~right~~manufacture of ~~such~~engineered ~~person~~construction toproducts ~~engage~~from inpalm ~~any~~oil tree ~~activity~~waste ~~described~~material ~~in paragraph (3)(i) above, or to be associated~~ with ~~persons~~zero ~~engaged~~ignition inand ~~any~~zero ~~such~~flame ~~activity;~~spread 5.properties, ~~Such~~we currently ~~person was found by a court of competent jurisdiction in a civil action or by the Commission to~~ have ~~violated~~no ~~any~~operations ~~Federal or State securities law,~~ and ~~the~~only ~~judgment~~nominal inassets. ~~such~~Our ~~civil~~strategic ~~action~~plan orremains ~~finding~~contingent byon, ~~the~~among other ~~Commission has not been subsequently reversed~~things, ~~suspended~~financing, orthe ~~vacated;~~successful 6.completion ~~Such~~of ~~person~~all ~~was~~documents ~~found~~required under by a ~~court~~letter of ~~competent~~intent ~~jurisdiction~~we inhave asigned ~~civil~~with ~~action or by~~ the ~~Commodity~~owners ~~Futures~~of ~~Trading~~Palm ~~Commission~~Oil ~~to have violated any Federal commodities law, and the judgment~~ Plantations in ~~such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed~~Indonesia, ~~suspended or vacated; 7. Such person was~~ the ~~subject~~construction of, orprocessing aand ~~party~~manufacturing tofacilities, ~~any~~and our ~~Federal~~ability orto ~~State~~establish ~~judicial~~relationships orwith ~~administrative~~suppliers ~~order,~~and ~~judgment,~~distributors ~~decree,~~in orSouth East ~~finding~~Asia, ~~not~~none ~~subsequently~~of ~~reversed,~~which ~~suspended~~can orbe ~~vacated, relating to an alleged violation of:~~assured.

i. Any Federal or State securities or commodities law or regulation; or

- 15 -

~~ii.~~We ~~Any~~have ~~law or regulation respecting financial institutions or insurance companies including, but not limited to,~~ a ~~temporary~~history ~~or permanent injunction, order~~ of ~~disgorgement or restitution~~losses, ~~civil money penalty or temporary or permanent cease-~~and- ~~desist~~there ~~order,~~is orno ~~removal~~assurance orof future ~~prohibition order; or iii~~profitability. ~~Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~

8.Our ~~Such~~Company ~~person~~has ~~was~~no ~~the~~history ~~subject~~ of, orearnings aand ~~party~~there ~~to,~~can ~~any~~be ~~sanction~~no assurance orthat ~~order,~~our ~~not~~Company ~~subsequently~~will ~~reversed,~~ever ~~suspended~~be orprofitable. ~~vacated,~~We ofhave ~~any~~not ~~self-regulatory~~paid ~~organization~~dividends on ~~(as~~our ~~defined~~shares insince ~~Section~~incorporation ~~3(a)(26)~~and ofwe ~~the~~do ~~Exchange~~not ~~Act),~~anticipate ~~any~~doing ~~registered~~so ~~entity~~in ~~(as~~the foreseeable ~~defined~~future. inAt ~~Section~~present, ~~1(a)(29)~~it ofis ~~the~~impossible ~~Commodity~~to ~~Exchange~~determine ~~Act),~~what oramounts ~~any~~of additional ~~equivalent exchange~~funds, ~~association~~if any, ~~entity~~may orbe ~~organization~~required. ~~that~~Failure ~~has~~to ~~disciplinary~~raise ~~authority~~such ~~over~~additional capital ~~its~~could ~~members~~put orthe ~~persons~~continued ~~associated~~viability ~~with~~of athe ~~member~~Company at risk.

~~There~~We ~~are~~had ~~currently~~net noloss ~~legal~~of ~~proceedings~~$18,538 tofor ~~which~~the ~~any~~three months ended June 30, 2011, and a net loss of ~~our~~$85 for the three months ended June 30, 2010. As of June ~~directors~~30, or2011, ~~officers~~we ishad a ~~party~~working ~~adverse~~capital deficiency of $5,286,371. This deficiency includes current liabilities of $5,422,224 representing payables and accrued expenses, loans from directors, amount due to usrelated orcompanies, and short-term loans. In addition, in ~~which~~order ~~any~~to ofpreserve our ~~directors~~rights under our sublicense oragreement ~~officers~~with ~~has~~Fire Block Technologies Inc., we are under obligations to pay a continuing ~~material~~royalty ~~interest~~to ~~adverse~~Fire Block Technologies Inc., and to uspurchase certain escalating minimum quantities of ZeroignitionTM Solution from Fire Block Technologies Inc. during each year of the term of the sublicense agreement.

~~Item~~We ~~1A.~~do ~~Risk~~not ~~Factors~~presently have sufficient financial resources to undertake the acquisition of any business or assets that we may identify.

~~Much~~We ofdo ~~the~~not ~~information~~presently ~~included~~have insufficient ~~this~~financial ~~quarterly~~resources ~~report~~to fund ~~includes~~the orconstruction isof ~~based~~the ~~upon~~required ~~estimates,~~facilities ~~projections~~to orprocess ~~other~~palm ~~“forward~~oil ~~looking~~tree waste ~~statements”.~~material ~~Such~~and ~~forward~~manufacture ~~looking~~our ~~statements~~planned ~~include~~products, ~~any projections~~ or ~~estimates~~ ~~made~~to byfund usthe ~~and~~start-up ~~our management in connection with our business~~of operations. ~~While these forward looking statements~~Accordingly, ~~and~~our ~~any~~success ~~assumptions~~will ~~upon which~~depend ~~they~~on ~~are~~our ~~based,~~ability ~~are~~to ~~made~~raise infunds on ~~good~~terms ~~faith~~that ~~and~~are ~~reflect~~acceptable ~~our~~to ~~current~~us ~~judgment regarding~~through ~~the~~private ~~direction~~placement ~~of our business~~financing, ~~actual~~public financing ~~results~~or ~~will~~other ~~almost~~means. ~~always~~There ~~vary, sometimes~~can ~~materially,~~be ~~from~~no ~~any~~assurance ~~estimates,~~that ~~predictions,~~we ~~projections,~~will ~~assumptions,~~be successful orin ~~other~~obtaining ~~future~~the ~~performance~~required ~~suggested herein~~financing. WeFailure ~~undertake no obligation~~ to ~~update~~ ~~forward~~raise ~~looking~~such ~~statements~~additional tocapital could ~~reflect~~put ~~events~~the orcontinued ~~circumstances~~viability ~~occurring after~~of ~~the~~our ~~date~~Company ofat ~~such statements~~risk.

~~Such~~Our ~~estimates~~indebtedness, ~~projections~~as orwell ~~other “forward looking statements” involve various risks and uncertainties~~ as ~~outlined~~the ~~below.~~current ~~We caution~~global ~~readers of this quarterly report that important factors in some cases~~recession ~~have affected~~ and, disruption in ~~the~~financial ~~future~~markets, could, ~~materially~~among ~~affect~~other ~~actual~~things, ~~results~~impede ~~and~~our ~~cause~~access ~~actual results~~ to ~~differ~~capital ~~materially~~or ~~from~~increase ~~the~~our ~~results~~cost ~~expressed~~of ~~in any such estimates~~capital, ~~projections~~which orwould ~~other~~have ~~“forward~~an ~~looking~~adverse effect ~~statements”.~~on ~~In evaluating us,~~ our ~~business~~ability ~~and~~to ~~any~~fund ~~investment in~~ our ~~business,~~working ~~readers~~capital ~~should~~and ~~carefully consider~~other ~~the following factors~~capital requirements.

~~Risks~~As ~~Related~~of June 30, 2011, the outstanding principal and unpaid interest amount of our liabilities was $5,422,224. The widely reported domestic and global recession, and the unprecedented levels of disruption and continuing illiquidity in the credit markets have had an adverse effect on our financial condition, and if sustained or worsened, such adverse effects could continue or deteriorate. Disruptions in the credit and financial markets have adversely affected financial institutions, inhibited lending and limited access to ~~Our~~capital and ~~Company~~credit for many companies, including ours. These conditions have made it difficult for us to obtain capital and financing and have limited our flexibility to plan for acquisitions of any business or assets that we may identify. If these conditions persist or deteriorate, they could, among other things, make it difficult for us to finance our working capital requirements and service our existing debt.

WeIf future financing is not available to us when required, as a result of limited access to the credit markets or otherwise, or is not available on acceptable terms, we may not have nosufficient ~~operations~~working capital to permit us to identify and ~~only~~evaluation ~~nominal~~businesses and assets for possible acquisition. We may also be unable to respond to competitive pressures. Any of these circumstances could have an adverse effect on our financial condition.

~~Given~~- ~~the~~16 ~~forfeiture of our exploration rights represented by the Mongolian licenses, and despite our acquisition of an exclusive sublicense to use and apply, in Southeast Asia, certain patent~~-~~pending~~ processes and solutions for the manufacture of engineered construction products from palm oil tree waste material with zero ignition and zero flame spread properties, we currently have no operations and only nominal assets. Our strategic plan remains contingent on, among other things, financing, the successful completion of all documents required under a letter of intent we have signed with the owners of Palm Oil Plantations in Indonesia, the construction of processing and manufacturing facilities, and our ability to establish relationships with suppliers and distributors in South East Asia, none of which can be assured.

-Our 16reactivation -plan is based on several key assumptions which, if proved to be invalid, could seriously impact the success of our plan

WeThe ~~have~~success aof ~~history~~our Company will depend upon numerous factors, many of ~~losses~~which are beyond our Company’s control, ~~and~~including ~~there~~(i) isour noability ~~assurance~~to consummate the transactions contemplated by our letter of intent with the owners ~~future~~of ~~profitability~~Palm Oil Plantations in Indonesia; (ii) our ability to develop a network of suppliers and distributors in Southeast Asia; (iii) our ability to successfully integrate and carry on our planned business operations; and (iv) our ability to attract and retain additional key personnel to run and expand our planned business. Our reactivation plan will be seriously impacted if we are unable to execute any of these steps.

~~Our Company has no history of earnings and there can be no assurance that our Company will ever be profitable.~~ We ~~have~~are ~~not~~dependent ~~paid dividends~~ on our ~~shares~~key ~~since~~personnel, ~~incorporation~~ and ~~we do not anticipate doing so in~~ the ~~foreseeable~~ ~~future.~~loss ~~At present, it is impossible to determine what amounts~~ of ~~additional funds, if~~ any, ~~may be required. Failure to raise~~ such ~~additional capital~~personnel could ~~put~~adversely ~~the~~affect ~~continued~~our ~~viability of the~~ Company ~~at risk~~.

WeThe ~~had~~success ~~net loss~~ of ~~$19,981~~our ~~for~~Company’s ~~the~~operations ~~nine~~will ~~months~~depend ~~ended December~~upon ~~31,~~numerous ~~2010~~factors, ~~and~~many aof ~~net~~which ~~loss~~are ofbeyond $4our Company’s control,~~007~~ ~~for~~including (i) the ~~nine~~ability ~~months~~of ~~ended~~our ~~December~~Company ~~31,~~to ~~2009.~~enter into strategic alliances through a Ascombination of ~~December~~one ~~31,~~or ~~2010~~more joint ventures, wemergers ~~had~~or aacquisition ~~working~~transactions; and ~~capital~~(ii) ~~deficiency~~the ofability ~~$5,257,875.~~to ~~This deficiency~~attract ~~includes~~and ~~current~~retain ~~liabilities~~additional ofkey ~~$5,368,883~~personnel ~~representing~~in ~~payables~~plant ~~payables~~construction, ~~and~~manufacturing, ~~accrued expenses~~sales, ~~loans from directors~~marketing, ~~amount~~technical ~~due~~support toand ~~related~~finance. ~~companies,~~These and ~~short-term~~other ~~loans.~~factors Inwill ~~addition,~~require inthe ~~order~~use toof ~~preserve~~outside ~~our~~suppliers ~~rights under~~as ~~our~~well ~~sublicense~~as ~~agreement~~the talents ~~with~~and ~~Fire~~efforts ~~Block~~of ~~Technologies~~our ~~Inc~~Company., weThere ~~are~~can ~~under obligations~~be tono ~~pay~~assurance aof ~~continuing~~success ~~royalty~~with any toor ~~Fire~~all ~~Block~~of ~~Technologies~~these ~~Inc.,~~factors ~~and~~on ~~to purchase~~which ~~certain~~our ~~escalating~~Company’s ~~minimum~~operations ~~quantities~~will ofdepend. ~~ZeroignitionTM~~We ~~Solution~~have ~~from~~relied, ~~Fire~~and ~~Block~~may ~~Technologies~~continue ~~Inc.~~to ~~during~~rely, ~~each~~upon ~~year~~consultants ofand ~~the~~others ~~term~~for ~~of the~~operating ~~sublicense agreement~~expertise.

WeOur dodirectors ~~not~~and ~~presently~~officers ~~have~~are ~~sufficient~~involved ~~financial~~in ~~resources~~other toprojects, ~~undertake~~and there is the ~~acquisition~~potential ofthat ~~any~~such ~~business~~directors orwill ~~assets~~encounter conflicts ~~that~~of weinterest ~~may~~with ~~identify~~our company.

WeUntil dowe ~~not~~acquire ~~presently~~a ~~have~~new ~~sufficient~~business ~~financial~~or ~~resources~~assets, toand ~~fund the~~then ~~construction~~likely ofonly until ~~the~~we ~~required~~are ~~facilities~~able to ~~process~~ramp ~~palm~~up ~~oil~~operations, ~~tree~~our ~~waste material~~directors and ~~manufacture~~officers ~~our~~will ~~planned~~only ~~products,~~be able ordevote toa ~~fund~~limited portion of their time to the ~~start-up~~affairs of ~~operations.~~ ~~Accordingly~~the Company, ~~our~~and some ~~success~~of them are or will ~~depend~~be onengaged ~~our~~in ~~ability~~other toprojects ~~raise~~or ~~funds on~~businesses ~~terms~~such that conflicts ~~are~~of ~~acceptable~~interest may arise from time to ustime. ~~through~~In ~~private~~accordance ~~placement~~with ~~financing,~~the ~~public~~laws ~~financing~~of orNevada, ~~other~~the ~~means.~~directors ~~There~~of ~~can~~the beCompany noare ~~assurance~~required ~~that~~to weact ~~will~~honestly, bein ~~successful~~good infaith ~~obtaining~~and in the ~~required~~best ~~financing~~interests of the Company. ~~Failure~~In todetermining ~~raise~~whether ~~such~~or ~~additional~~not ~~capital~~we ~~could~~will ~~put~~acquire a new business or assets that we may identify, the ~~continued~~directors ~~viability~~will primarily consider the potential benefits to our Company, the degree of risk to which our Company may be exposed and its financial position at ~~risk~~that time.

~~Our~~We ~~indebtedness,~~currently asdo ~~well~~not asmaintain ~~the~~any ~~current~~insurance ~~global~~coverage, ~~recession~~ and ~~disruption~~ , in ~~financial~~the ~~markets~~future, ~~could,~~we ~~among~~may ~~other~~be ~~things,~~unable ~~impede~~to ~~our access~~obtain or maintain insurance to ~~capital~~cover orall ~~increase~~of the risks associated with our ~~cost~~activities ofat ~~capital,~~economically ~~which~~feasible ~~would~~premiums. Losses ~~have~~from an ~~adverse effect~~uninsured onevent ~~our~~may ~~ability~~cause us to ~~fund~~incur ~~our~~significant ~~working~~costs ~~capital~~that could ~~and~~have ~~other~~a ~~capital requirements~~material adverse effect upon our financial condition.

AsWe ofcurrently ~~December~~do ~~31,~~not ~~2010,~~maintain ~~the~~any ~~outstanding~~insurance ~~principal~~coverage and, ~~unpaid~~in the ~~interest~~future, ~~amount~~we ofmay ~~our~~be ~~debt~~unable ~~was~~to ~~$5,368,883.~~obtain ~~The~~or ~~widely~~maintain ~~reported~~insurance ~~domestic~~to ~~and global~~cover ~~recession,~~all ~~and~~of the risks ~~unprecedented~~that ~~levels~~may ofarise ~~disruption and continuing illiquidity~~ in the ~~credit~~course ~~markets~~of ~~have~~our ~~had~~activities anat ~~adverse~~economically ~~effect on our financial~~feasible ~~condition,~~premiums. ~~and~~The ifnature ~~sustained~~of orthe ~~worsened,~~risks ~~such~~that ~~adverse~~we ~~effects~~will ~~could~~face ~~continue or deteriorate. Disruptions~~ in the ~~credit~~future ~~and~~will ~~financial markets have adversely~~depend, ~~affected~~in ~~financial institutions~~turn, ~~inhibited~~upon ~~lending~~the ~~and~~nature ~~limited~~of ~~access~~any tobusiness ~~capital and~~that ~~credit~~we ~~for~~may ~~many~~embark ~~companies,~~upon ~~including~~following ~~ours. These conditions have made it~~the ~~difficult~~identification, ~~for~~evaluation ~~us to obtain capital~~ and ~~financing~~acquisition ~~and have limited our flexibility to plan for acquisitions~~ of any business or assets. ~~that~~Insurance coverage we may ~~identify.~~ Ifnot ~~these~~be ~~conditions~~available ~~persist~~ or ~~deteriorate,~~may ~~they~~not ~~could,~~be ~~among~~adequate ~~other things, make it difficult for us~~ to ~~finance~~cover ~~our~~any ~~working~~resulting ~~capital requirements and service our existing debt~~liability.

If- ~~future~~17 ~~financing~~- is not available to us when required, as a result of limited access to the credit markets or otherwise, or is not available on acceptable terms, we may not have sufficient working capital to permit us to identify and evaluation businesses and assets for possible acquisition. We may also be unable to respond to competitive pressures. Any of these circumstances could have an adverse effect on our financial condition.

-Moreover, 17we -expect that insurance against certain risks such as environmental pollution may be prohibitively expensive to obtain for a company of our size and financial means. We might also become subject to liability for pollution or other hazards for which insurance may not be available or for which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial condition and any future results of operations.

~~Our~~Certain ~~reactivation~~legislation, ~~plan~~including isthe ~~based~~Sarbanes–Oxley onAct ~~several key assumptions~~of ~~which~~2002, ifmay ~~proved~~make toit bedifficult ~~invalid,~~for ~~could~~us ~~seriously~~to ~~impact~~retain ~~the~~or ~~success~~attract ofofficers ~~our plan~~and directors.

~~The~~We ~~success~~may ofbe ~~our~~unable ~~Company~~to ~~will~~attract ~~depend~~and ~~upon~~retain ~~numerous~~qualified ~~factors~~officers, ~~many~~directors ofand ~~which~~members ~~are~~of ~~beyond~~committees ~~our~~of ~~Company’s~~the ~~control,~~board ~~including~~of ~~(i)~~directors ~~our~~required ~~ability~~ to ~~consummate~~provide ~~the~~for ~~transactions contemplated by~~ our ~~letter~~effective ofmanagement ~~intent~~as ~~with~~a ~~the~~result ~~owners~~ of ~~Palm~~the ~~Oil~~recent ~~Plantations~~changes in ~~Indonesia;~~the rules ~~(ii)~~and ~~our~~regulations ~~ability~~that togovern ~~develop~~publicly–held acompanies. ~~network~~In ofparticular, the ~~suppliers~~Sarbanes–Oxley ~~and~~Act ~~distributors~~of in2002 ~~Southeast~~has ~~Asia;~~resulted ~~(iii)~~in ~~our~~a ~~ability~~series toof ~~successfully integrate~~rules and ~~carry~~regulations onby the ~~our~~United ~~planned~~States ~~business~~Securities ~~operations;~~ and Exchange Commission (ivSEC) ~~our~~that ~~ability to~~increase ~~attract~~responsibilities and ~~retain~~liabilities ~~additional~~of ~~key~~directors ~~personnel~~and toexecutive ~~run~~officers. ~~and~~The perceived ~~expand~~increased ~~our~~personal ~~planned business.~~risk ~~Our~~associated ~~reactivation~~with ~~plan~~these ~~will~~recent bechanges, ~~seriously~~together with ~~impacted~~the ifrisks weassociated ~~are~~with ~~unable~~our ~~to execute~~business, ~~any~~may ofdeter qualified individuals from accepting these ~~steps~~roles.

WeThere are ~~dependent~~inherent onlimitations ~~our~~in ~~key~~all ~~personnel,~~control systems, and ~~the~~misstatements ~~loss~~due ~~of any~~to ~~such~~error ~~personnel~~or ~~could~~fraud ~~adversely~~may ~~affect~~occur ~~our~~and ~~Company.~~not be detected.

~~The~~We ~~success~~are ofnow ~~our~~subject ~~Company’s~~to ~~operations~~the ~~will~~ongoing ~~depend~~internal ~~upon~~control provisions ~~numerous~~of ~~factors,~~Section ~~many~~404 of ~~which~~the ~~are~~Sarbanes–Oxley ~~beyond~~Act ~~our~~of ~~Company’s~~2002. ~~control,~~These ~~including~~provisions ~~(i)~~provide for the ~~ability~~identification of ~~our~~material ~~Company~~weaknesses toin ~~enter~~internal ~~into~~controls ~~strategic~~over ~~alliances~~financial reporting, ~~through~~which is a process to provide reasonable assurance regarding the ~~combination~~reliability of ~~one~~financial orreporting ~~more~~for ~~joint~~external ~~ventures~~purposes in accordance with accounting principles generally accepted in the United States of America. Our management, ~~mergers~~including orour ~~acquisition~~Chief ~~transactions;~~Executive Officer and Chief Financial Officer, does not expect that our internal controls and ~~(ii)~~disclosure ~~the~~controls ~~ability~~will toprevent all ~~attract~~errors and ~~retain~~all ~~additional~~fraud. ~~key~~A ~~personnel~~control insystem, ~~plant~~no matter how well conceived and ~~construction~~operated, ~~manufacturing,~~can ~~sales~~provide only reasonable, ~~marketing~~not absolute, ~~technical~~assurance ~~support~~that ~~and~~the objectives ~~finance~~of the control system are met. ~~These~~ ~~and~~In ~~other~~addition, ~~factors~~the ~~will~~design ~~require~~of a control system must reflect the ~~use~~fact that there are resource constraints and the benefit of ~~outside~~controls ~~suppliers~~must asbe ~~well~~relative asto their costs. Because of the inherent limitations ~~talents~~in all control systems, no evaluation of controls can provide absolute assurance that all control issues and ~~efforts~~instances of fraud, if any, in our Company have been detected. ~~There~~These inherent limitations include the realities that judgments in decision–making can be nofaulty ~~assurance~~and ofthat ~~success~~breakdowns ~~with~~can occur because of simple ~~any~~errors or ~~all~~mistakes. Further, controls can be circumvented by individual acts of some ~~these~~persons, ~~factors~~by oncollusion ~~which~~of ~~our~~two ~~Company’s~~or ~~operations~~more ~~will~~persons, ~~depend~~or by management override of the controls. WeThe design of any system of controls is also based in part upon ~~have~~certain ~~relied~~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. Over time, a control may ~~continue~~be toinadequate ~~rely~~because of changes in conditions, ~~upon~~such ~~consultants~~as ~~and~~growth ~~others~~of ~~for~~the ~~operating~~company or increased transaction ~~expertise~~volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost–effective control system, misstatements due to error or fraud may occur and not be detected.

~~Our~~In ~~directors~~addition, discovery and ~~officers~~disclosure of a material weakness, by definition, could have a material adverse impact on our financial statements. If we are ~~involved~~unable to assert that our internal control over financial reporting are adequate, future customers or suppliers may be discouraged from doing business with us, cause downgrades in ~~other~~any future debt ratings for our Company ~~projects~~leading to higher borrowing costs and affect how our stock trades. This could, in turn, negatively affect our ability to access public debt or equity markets for capital. Further, such an occurrence could make it more difficult for us to obtain certain types of insurance, including director and ~~there~~officer isliability insurance, and we may be forced to accept reduced policy limits and coverage and/or to incur substantially higher costs to obtain the ~~potential~~same ~~that~~or ~~such~~similar ~~directors~~coverage. ~~will~~It ~~encounter~~could also make it more difficult for us to ~~conflicts~~attract and retain qualified personnel to serve on our board of ~~interest~~directors, ~~with~~on committees of our ~~company~~board of directors, or as executive officers.

~~Until~~- we18 acquire a new business or assets, and then likely only until we are able to ramp up operations, our directors and officers will only be able devote a limited portion of their time to the affairs of the Company, and some of them are or will be engaged in other projects or businesses such that conflicts of interest may arise from time to time. In accordance with the laws of Nevada, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not we will acquire a new business or assets that we may identify, the directors will primarily consider the potential benefits to our Company, the degree of risk to which our Company may be exposed and its financial position at that time. -

WeFuture ~~currently~~sales ~~do not maintain any insurance coverage, and, in the future, we may be unable to obtain or maintain insurance to cover all~~ of ~~the~~ ~~risks associated with~~ our ~~activities~~common atstock ~~economically feasible premiums. Losses from an uninsured event~~ may ~~cause~~depress usour ~~to incur significant costs that~~stock ~~could~~price ~~have~~thereby adecreasing ~~material~~the ~~adverse~~value ~~effect~~of ~~upon~~your ~~our financial condition~~investment.

We ~~currently~~anticipate dothat ~~not maintain any insurance coverage and, in the future,~~ we ~~may~~will be ~~unable~~required to ~~obtain~~effect oran ~~maintain~~offering ~~insurance to cover all~~ of ~~the~~ ~~risks~~securities ~~that~~in ~~may~~connection ~~arise~~with in the ~~course~~acquisition of ~~our~~any ~~activities~~business ator ~~economically~~assets ~~feasible~~that we ~~premiums~~may identify. ~~The~~Since ~~nature of the risks that~~ we ~~will~~have ~~face~~no inoperations ~~the~~and ~~future~~only ~~will~~nominal ~~depend~~assets, in ~~turn, upon~~ the ~~nature~~safe harbor ofprovided ~~any~~for ~~business~~in ~~that~~Rule we144 ~~may~~under ~~embark upon following~~ the ~~identification,~~ ~~evaluation~~Securities ~~and~~Act ~~acquisition~~ of ~~any~~1933, ~~business~~as oramended, ~~assets. Insurance~~is ~~coverage may~~ not be available orto ~~may~~our ~~not~~security beholders ~~adequate~~ to ~~cover~~facilitate ~~any~~the ~~resulting liability.~~resale ~~Moreover,~~of weany ~~expect~~restricted securities ~~that~~of ~~insurance~~our ~~against~~Company, ~~certain~~which ~~risks~~could ~~such~~adversely ~~as environmental~~affect ~~pollution~~the ~~may~~ability beof ~~prohibitively~~our Company ~~expensive~~ to obtain ~~for~~private aplacement ~~company of~~financing ~~our~~without ~~size~~accompanying ~~and financial means~~registration rights. WeThe ~~might~~price ~~also~~of ~~become~~our ~~subject~~common tostock ~~liability~~on ~~for~~any ~~pollution~~market orthat ~~other hazards~~may develop for ~~which~~such stock ~~insurance~~could ~~may~~decline ~~not~~as bea ~~available~~result orof ~~for~~sales ~~which~~of wesubstantial ~~may~~amounts ~~elect~~of ~~not~~our common tostock ~~insure~~in ~~against~~the ~~because~~public ofmarket, ~~premium costs~~ or ~~other~~the ~~reasons.~~perception ~~Losses~~that ~~from~~ these ~~events~~ ~~may~~sales ~~cause~~could usoccur. toIn addition, ~~incur~~these ~~significant~~factors ~~costs that~~ could ~~have~~make ait ~~material adverse~~more ~~effect~~difficult ~~upon~~for ~~our~~us ~~financial~~to ~~condition~~raise ~~and~~funds through ~~any~~ future ~~results~~offerings of ~~operations~~ common stock.

-There 18is -currently no organized market for our common stock, and our investors may be unable to sell their shares.

~~Certain~~We ~~legislation,~~currently ~~including~~have ~~the~~no ~~Sarbanes–Oxley~~organized ~~Act~~trading ofmarket for our common ~~2002~~stock, ~~may~~although certain market makers make itmarket ~~difficult~~in ~~for~~or uscommon stock on the Pink OTC Market. As a result, investors may not be able to ~~retain~~sell orthe ~~attract~~shares ~~officers~~of ~~and~~our ~~directors~~common stock that they have purchased and may lose all of their investment.

WeOur ~~may~~common bestock ~~unable~~is subject to ~~attract and retain qualified officers, directors and members of committees of~~ the ~~board~~“penny ofstock” ~~directors~~rules ~~required to provide for our effective management as a result~~ of the ~~recent changes in the rules and regulations that govern publicly–held companies. In particular~~SEC, ~~the Sarbanes–Oxley~~which ~~Act~~will ofmake ~~2002~~transactions ~~has resulted~~ in aour ~~series~~common ofstock ~~rules~~cumbersome and ~~regulations by~~may reduce the ~~United~~value ~~States Securities and Exchange Commission (SEC) that increase responsibilities and liabilities~~ of ~~directors~~an ~~and~~investment ~~executive~~in ~~officers. The perceived increased personal risk associated with these recent changes, together with the risks associated with~~ our ~~business,~~common ~~may deter qualified individuals from accepting these roles~~stock.

~~There~~Our ~~are~~common ~~inherent~~stock ~~limitations~~is not currently traded on any organized securities market, which may cause difficulty in ~~all~~obtaining ~~control~~future ~~systems~~financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than US $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and ~~misstatements~~provide ~~due~~investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to ~~error~~trade "penny orstock" ~~fraud~~because ~~may~~of ~~occur~~the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not bepublish press releases ~~detected~~about such companies, and (iii) to obtain needed capital.

We- ~~are~~19 ~~now~~- subject to the ongoing internal control provisions of Section 404 of the Sarbanes–Oxley Act of 2002. These provisions provide for the identification of material weaknesses in internal controls over financial reporting, which is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our internal controls and disclosure controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, in our Company have been detected. These inherent limitations include the realities that judgments in decision–making can be faulty and that breakdowns can occur because of simple errors or mistakes. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also 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. Over time, a control may be inadequate because of changes in conditions, such as growth of the company or increased transaction volume, or the degree of compliance with the policies or procedures may deteriorate. Because of inherent limitations in a cost–effective control system, misstatements due to error or fraud may occur and not be detected.

InOur ~~addition,~~independent ~~discovery~~auditors ~~and~~have ~~disclosure~~expressed ofsubstantial ~~a material weakness,~~doubt byabout ~~definition, could have a material adverse impact on~~ our ~~financial~~ability ~~statements. If we are unable~~ to ~~assert~~continue ~~that~~as ~~our~~a ~~internal~~going ~~control over financial reporting are adequate~~concern, ~~future~~which ~~customers or suppliers~~ may behinder ~~discouraged from doing business with us, cause downgrades in any future debt ratings for~~ our ~~Company leading to higher borrowing costs and affect how our stock trades. This could, in turn, negatively affect our~~ ability ~~to access public debt or equity markets~~ ~~for capital. Further, such an occurrence could make it more difficult for us~~ to ~~obtain~~ ~~certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage and/or to incur substantially higher costs to~~ obtain ~~the~~future ~~same or similar coverage~~financing. ~~It could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, on committees of our board of directors, or as executive officers.~~

-Our 19company's -consolidated financial statements include a statement that our consolidated financial statements are prepared on a going concern basis, and therefore that certain reported carrying values are subject to our company receiving the future continued support of our stockholders, obtaining additional financing and generating revenues to cover our operating costs. The going concern assumption is only appropriate provided that additional financing continues to become available.

~~Future~~Item ~~sales~~2. ofUnregistered ~~our~~Sales ~~common~~of ~~stock~~Equity ~~may~~Securities ~~depress~~and ~~our~~Use ~~stock price thereby decreasing the value~~ of ~~your investment.~~Proceeds

We ~~anticipate~~did ~~that~~not ~~we will be required to~~ effect ~~an offering of securities in connection with the acquisition of~~ any ~~business~~unregistered orsales ~~assets that we may identify. Since we have no operations and only nominal assets, the safe harbor provided for in Rule 144 under the Securities Act~~ of ~~1933, as amended, is not available to~~ our ~~security holders to facilitate the resale of any restricted~~equity securities ofduring ~~our Company, which could adversely affect~~ the ~~ability~~period ofcovered ~~our Company~~by tothis ~~obtain~~quarterly ~~private~~report ~~placement financing without accompanying registration rights. The price of our common stock~~ on ~~any~~Form ~~market that may develop for such stock could decline as a result of sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur~~10-Q. ~~In addition, these factors could make it more difficult for us to raise funds through future offerings of common stock.~~

~~There~~We ishave ~~currently~~reported nosales ~~organized~~of ~~market~~securities ~~for~~without ~~our~~registration ~~common~~under ~~stock,~~the ~~and~~Securities Act of 1933 during our ~~investors~~fiscal ~~may~~year beended ~~unable~~March to31, ~~sell~~2008 ~~their~~on ~~shares~~the following reports, as filed with the Securities and Exchange Commission.

WeUpon ~~currently~~closing ~~have~~of nothe ~~organized~~Acquisition, ~~trading~~we ~~market~~issued ~~for~~to 28 investors an aggregate of 431,700 shares of our common stock, ~~although~~in ~~certain~~settlement ~~market~~of ~~makers~~investments that ~~make~~had ~~market~~been made in orWEC ~~common~~in ~~stock~~anticipation onof ~~the~~becoming ~~Pink~~WorldStar shareholders ~~OTC~~upon ~~Market.~~completion Asof athe ~~result~~WEC share exchange transaction, ~~investors~~which ~~may~~did not beultimately complete. ~~able~~We toalso ~~sell~~completed the issuance of 500,000 shares of our common stock to ~~that~~a ~~they~~company ~~have~~controlled ~~purchased~~by our director and ~~may~~CFO, ~~lose~~Michael ~~all~~Kinley, in satisfaction of ~~their~~US$179,705 ~~investment.~~owing to him for consulting fees accrued through September 30, 2006, and which was agreed to be settled for shares in December, 2006.

~~Our~~All ~~common~~of the stock isissuances ~~subject~~described toabove ~~the~~under ~~“penny~~this ~~stock”~~heading constitute ~~rules~~restricted of shares, as defined in the ~~SEC~~Securities Act, ~~which~~and ~~will~~have ~~make~~been endorsed ~~transactions~~with ina ~~our~~legend ~~common~~confirming ~~stock~~that ~~cumbersome~~the ~~and~~shares ~~may~~cannot be resold or ~~reduce~~transferred unless registered under the ~~value~~Securities ofAct or pursuant to an exemption ~~investment~~from inthe ~~our~~registration ~~common~~requirements ~~stock~~of the Securities Act.

~~Our~~Purchases common stock is not currently traded on any organized securities market, which may cause difficulty in obtaining future financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15(g) of ~~the~~Equity Securities ~~Exchange~~by Act of 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than US $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the ~~security,~~Issuer ~~including a risk disclosure document~~ and ~~quote~~Affiliated ~~information~~Purchasers under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

~~Our~~We ~~independent auditors~~ have ~~expressed~~not ~~substantial~~purchased ~~doubt about~~any of our ~~ability~~shares toof ~~continue~~common asstock aduring the ~~going~~period ~~concern,~~covered ~~which~~by ~~may~~this ~~hinder~~quarterly ~~our~~report ~~ability to~~on ~~obtain~~Form ~~future financing~~10-Q.

~~Our~~Item company's consolidated financial statements include a statement that our consolidated financial statements are prepared on a going concern basis, and therefore that certain reported carrying values are subject to our company receiving the future continued support of our stockholders, obtaining additional financing and generating revenues to cover our operating costs3. ~~The~~Defaults ~~going~~Upon ~~concern~~Senior ~~assumption is only appropriate provided that additional financing continues to become available.~~ Securities

-None. ~~20 -~~

Item 2 4. ~~Unregistered Sales~~ of(Removed ~~Equity Securities~~ and ~~Use of Proceeds~~ Reserved)

During the fiscal years ended December 31, 2004 and 2005, we did not issue any of our securities.

We have reported sales of securities without registration under the Securities Act of 1933 during our fiscal year ended March 31, 2008 on the following reports, as filed with the Securities and Exchange Commission.

Upon closing of the Acquisition, we issued to 28 investors an aggregate of 431,700 shares of our common stock in settlement of investments that had been made in WEC in anticipation of becoming WorldStar shareholders upon completion of the WEC share exchange transaction, which did not ultimately complete. We also completed the issuance of 500,000 shares of our common stock to a company controlled by our director and CFO, Michael Kinley, in satisfaction of US$179,705 owing to him for consulting fees accrued through September 30, 2006, and which was agreed to be settled for shares in December, 2006.

All of the stock issuances described above under this heading constitute restricted shares, as defined in the Securities Act, and have been endorsed with a legend confirming that the shares cannot be resold or transferred unless registered under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We have not purchased any of our shares of common stock during the period covered by this quarterly report on Form 10-Q.

Item 3. (Removed and Reserved)

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information

Not applicable.

- 2120 -

Item 6. Exhibits

Exhibit
Number	Description
Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1	Post Transaction Schematic of Corporate Structure(1)
Articles of Incorporation and By–laws
3.1	Certificate of Incorporation WorldStar Energy, Corp.(2)
3.2	Bylaws of WorldStar Energy, Corp.(2)
Material Contracts
10.1	Share Purchase Agreement among WorldStar, Jewel Star Group Limited and National Base Investment Limited, dated February 12, 2007(1)
10.2	Form of Subscription Agreement for private placement pursuant to Regulation S(1)
10.3	Finder’s Fee Agreement for private placement pursuant to Regulation S(1)
10.4	Debt Settlement Agreement with Winslow Associates Management & Communications Inc.(1)
10.5	License Agreement with Fireblock Technologies Inc. dated June 29, 2011; and signature page
10.6	Share purchase agreement with Ong Wan Bing for the Sale of the Shares of National Base Investment Limited, dated September 6, 2011
Certifications
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended(3)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended(3)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(3)

Notes

(1)	Incorporated by reference from our Current Report on Form 8K filed with the SEC on August 24, 2007.

(2)	Incorporated by reference from our Registration Statement on Form SB–2 filed with the SEC on September 3, 1999.

(3)	Filed herewith.

- 2221 -

SIGNATURES

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

WORLDSTAR ENERGY, CORP.

By: /s/ “Rudi Azali” Rudi Azali (Principal Executive Officer) Chief Executive Officer Date: ~~September 29~~October13, 2011 By: /s/ “Michael Kinley” Michael Kinley (Principal Financial Officer and Principal Accounting Officer) Chief Financial Officer Date: ~~September 29~~October13, 2011

- 2322 -

Filing Compare · WORLDSTAR ENERGY, CORP.