U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2010~~2011

Commission File Number: 333- 152952

THE MOBILE STAR, CORP.

(Exact name of small business issuer as specified in its charter)

Delaware		98-0565411
(State of incorporation)		(IRS Employer ID Number)
c/o George Ivakhnik
433 N. Camden Dr., Fourth Floor
Beverly Hills, CA. 90210
Phone number: 310-279-5282

c/o Danny Elbaz

53 Hanoter Street

Even Yehuda, Israel 40500

(Address of principal executive offices)

972 - (544) 655-341

(Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o ¨ No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 o¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o ¨

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer o£ Non-accelerated filer o¨ Smaller reporting company x (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨ No x

The number of shares of the issuer’s common stock issued and outstanding as of March 2212, ~~2011~~2012, was 97659,~~319~~431,~~263~~870 (1,318,863 post reverse split 500-1 effective March 6 2012) shares.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently computed fiscal quarter. $~~275~~263,~~000~~600 based upon $0.~~005~~ 0004 per share which was the last price at which the common equity purchased by non-affiliates was last sold.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

		Page
PART I		3
Item 1	Business	3
Item 1A	Risk Factors	5
Item 1B	Unresolved Staff Comments	6
Item 2	Properties	6
Item 3	Legal Proceedings	6
PART II		6
Item 4	~~Market~~Removed ~~for Registrant’s Common Equity, Related Stockholder Matters~~ and ~~Issuer Purchases of Equity Securities~~Reversed	6
Item 5	~~Selected~~Market ~~Financial~~for ~~Data~~Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	76
Item 6	~~Management’s~~Selected ~~Discussion and Analysis of~~ Financial ~~Condition and Results of Operation~~Data	7
Item 6A	~~Quantitative~~Management’s Discussion and ~~Qualitative~~Analysis ~~Disclosures~~of ~~About~~Financial ~~Market~~Condition ~~Risk.~~and Results of Operation	117
Item 7	~~Financial~~Quantitative ~~Statements~~ and ~~Supplementary~~Qualitative ~~Data~~Disclosures About Market Risk.	~~F-1~~12
Item 8	~~Changes~~Financial inStatements and ~~Disagreements~~Supplementary ~~With Accountants on Accounting and Financial Disclosure~~Data	12F-1
Item 8A(T)	Controls and Procedures	12
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	13
Item 8B	Other Information	13
Item 9A(T)	Controls and Procedures	13
PART III		14
Item 9B	Other Information	14
Item 9	Directors, Executive Officers and Corporate Governance	14
PART III		15
Item 10	Directors, Executive ~~Compensation~~Officers and Corporate Governance	1615
Item 11	~~Security~~Executive ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~Compensation	1617
Item 12	Security Ownership of Certain ~~Relationships~~Beneficial Owners and ~~Related~~Management ~~Transactions,~~ and ~~Director~~Related ~~Independence~~Stockholder Matters	17
Item 13	~~Principal~~Certain ~~Accountant~~Relationships ~~Fees~~and Related Transactions, and ~~Services~~Director Independence	18
PART IV		18
Item 14	Principal Accountant Fees and Services	19
Item 14	Exhibits and Financial Statement Schedules	18
PART IV		19
SIGNATURES		19
Item 14	Exhibits and Financial Statement Schedules	19
SIGNATURES		20

PART I

Item 1. Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Registrant,” “we,” “our,” “us” or “The Mobile Star Corp , unless the context otherwise indicates .

Forward-Looking Statements

This Report contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.” We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Corporate Background

We were incorporated in Delaware on September 25, 2007 and are a development stage company. We began operations on January 1, 2008. Our Principal executive offices are located at ~~c/o~~433 ~~Danny~~N. ~~Elbaz~~Camden Dr., 53Fourth ~~Hanoter~~Floor ~~Street,~~Beverly ~~Even Yehuda~~Hills, ~~Israel~~CA. ~~and~~90210 ~~our~~Phone ~~telephone~~ number ~~at that address is 972~~ : 310- ~~(544) 655~~279-~~341. Our registered office in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent is Delaware Intercorp. Our fiscal year end is December 31.~~5282

~~Business~~Our ~~Summary~~registered office in Delaware is located at 113 Barksdale Professional Center, Newark, DE 19711, and our registered agent is Delaware Intercorp. Our fiscal year end is December 31.

WeBusiness began operations on January 1, 2008 and on January 16, 2008, Eli Malki assigned all his rights, title and interest in and to a self operated computerized karaoke recording Booth (the ‘Technology”) to Mobile Star, including the right to develop and market the Technology, in exchange for a percentage of revenues (royalties) on future sales.Summary

OnWe ~~February~~began ~~20,~~operations ~~2008~~on ~~the~~January ~~Company~~1, ~~filed~~2008 aand ~~patent~~on ~~application~~January ~~for~~16, 2008, ~~the~~Eli ~~Technology~~Malki ~~(Patent~~assigned ~~Application~~all ~~Number:~~his ~~60/902~~rights,~~076)~~ ~~with~~title ~~the~~and ~~United~~interest ~~States~~in ~~Patent~~and ~~Office.~~to ~~The Technology is~~ a ~~coin-~~self operated computerized karaoke ~~machine~~recording ~~that~~Booth ~~combines~~(the ‘Technology”) ato ~~digital~~Mobile ~~media~~Star, ~~proprietary~~including ~~software~~the ~~platform,~~right ato ~~US-wide~~develop ~~broadband~~and ~~network~~market the Technology, ~~and~~in exchange for a ~~pay-per-use~~percentage of ~~device~~revenues (royalties) on future sales.

3On February 20, 2008 the Company filed a patent application for the Technology (Patent Application Number: 60/902,076) with the United States Patent Office. The Technology is a coin-operated karaoke machine that combines a digital media proprietary software platform, a US-wide broadband network, and a pay-per-use device.

The Technology comprises a closed booth, divided into two parts: an acoustically isolated space wherein the singer sings, and the recording and processing hardware including a computer and a computerized disc dispenser. The Technology improves and upgrades the sound of the user allowing for better result. Four different instruments process the user's voice: amplifier, compressor, reverb, and equalizer. The amplifier amplifies the voice to the appropriate volume compared to the background music. The compressor restricts singing volume to a preset maximum. The reverb imitates the acoustics of a hall. The equalizer allows frequency changes to loud and super loud frequencies for dramatic sound improvement.3

AnThe ~~animated~~Technology ~~three~~comprises ~~dimensional~~a ~~character~~closed ~~acts~~booth, asdivided into two parts: an acoustically isolated space wherein the ~~virtual~~singer sings, and the recording ~~technician~~and ~~that~~processing ~~guides~~hardware ~~the~~including ~~user~~a ~~from~~computer and a computerized disc dispenser. The Technology improves and upgrades the ~~beginning~~sound of the ~~process~~user ~~until~~allowing ~~the~~for ~~end,~~better ~~thereby~~result. ~~improving~~Four different instruments process the user's ~~satisfaction~~voice: amplifier, compressor, reverb, and ~~enjoyment~~equalizer. The ~~digital~~amplifier ~~recording~~amplifies isthe ~~saved~~voice to ~~directly~~the toappropriate avolume ~~file~~compared onto the ~~hard~~background ~~disc,~~music. ~~and~~The ~~the~~compressor ~~service~~restricts ~~includes~~singing ~~burning~~volume to a ~~compact~~preset ~~disc~~maximum. ~~(CD)~~The ~~while~~reverb imitates the ~~program~~acoustics ~~mergers~~of ~~between~~a ~~the~~hall. ~~singing~~The equalizer allows frequency changes to loud and ~~the~~super ~~music~~loud frequencies for dramatic sound improvement.

~~The~~An ~~associated~~animated ~~software~~three ~~controls~~dimensional ~~the~~character ~~machine~~acts ~~activities,~~as ~~including~~the virtual recording, ~~playback,~~technician ~~burning,~~that ~~robotic~~guides ~~arm~~the ~~movements,~~user ~~presenting~~from the ~~interface~~beginning ~~vocally~~of ~~and~~the ~~visually,~~process ~~and~~until ~~choosing~~ the ~~songs~~end, ~~and~~thereby ~~their~~improving ~~categories.~~user ~~All~~satisfaction and ~~songs,~~enjoyment. ~~backgrounds,~~The ~~and~~digital ~~words~~recording ~~are~~is ~~coded~~saved indirectly ~~files~~to ~~saved~~a file on the hard disc, ~~which allows a choice of hundreds~~ and ~~potentially~~the ~~even~~service ~~thousands~~includes ofburning ~~songs.~~a ~~The~~compact ~~digitalized~~disc (CD) ~~process~~while ~~records only~~ the ~~user's~~program ~~voice~~mergers ~~digitally~~between ~~after~~the ~~processing~~singing ~~with four instruments~~ and ~~software algorithms digitally merge~~ the ~~voice with the background~~ music.

The ~~Technology~~associated ~~comprises~~software controls the machine activities, including recording, playback, burning, robotic arm movements, presenting the interface vocally and visually, and choosing the songs and their categories. All songs, backgrounds, and words are coded in files saved on the hard disc, which allows a choice of hundreds and potentially even thousands of songs. The digitalized process records only the ~~following:~~user's voice digitally after processing with four instruments and software algorithms digitally merge the voice with the background music.

~~(a)~~The aTechnology ~~DVD,~~comprises aof ~~flash~~the ~~memory device, a device connectable to automated means for recording audio via a physical cable;~~following:

(ba) a DVD, a flash memory device, a device connectable to automated means for recording audio via a ~~communication~~physical ~~link with the user multimedia file~~cable;

(cb) a ~~door,~~device ~~ventilation~~connectable to automated means, for recording audio via a ~~computer,~~communication ~~screen,~~link ~~video~~with ~~camera~~the ~~and~~user ~~microphone~~multimedia file;

(dc) ~~optional~~a ~~lighting~~door, ~~and~~ventilation anmeans, ~~automatic~~a ~~money~~computer, ~~box~~screen, video camera and microphone;

(ed) aoptional ~~database~~lighting ~~of multimedia files, earphones, a recording means for recording audio~~ and ~~multimedia~~an onautomatic amoney ~~computer usable media, and a processing unit, and may comprise labeling and packing means for labeling and packing said computer usable media~~box;

(fe) a ~~graphical~~database ~~user~~of ~~interface~~multimedia ~~(GUI)~~files, anearphones, a recording means for recording audio ~~processing~~and ~~application,~~multimedia on a ~~multimedia~~computer ~~processing~~usable ~~application~~media, and a ~~control~~processing ~~application.~~unit, and may comprise labeling and packing means for labeling and packing said computer usable media;

A(f) ~~singer enters an automated recording booth to record~~ a ~~multimedia~~graphical ~~file~~user ~~comprising~~interface (GUI), an audio ~~performance~~processing ofapplication, ~~the singer in combination with~~ a multimedia ~~recording~~processing ~~from~~application, a ~~database.~~control ~~The result is a computer-usable media with the singer’s multimedia file~~application.

~~The~~A singer enters an automated recording booth ~~comprises~~to record a multimedia ~~door,~~file ~~means~~comprising an audio performance of ~~ventilation,~~the asinger ~~computer~~in ~~and~~combination ~~screen,~~with a ~~video~~multimedia ~~camera,~~recording ~~and~~from a ~~microphone~~database. ~~There~~The result is a ~~means~~computer-usable ~~for~~media ~~lighting~~with ~~and~~the ansinger’s ~~automatic~~multimedia ~~money box to collect the payment~~file.

The recording booth ~~further~~ comprises a ~~database~~door, means of ~~multimedia~~ventilation, a ~~files~~computer ~~from~~and ~~which~~screen, ~~the~~a ~~singer~~video ~~selects the songs~~camera, and ~~earphones~~a ~~through which the singer hears the music and his voice integrated together~~microphone. AThere ~~recording~~is ~~device~~a ~~records~~means ~~the~~for ~~audio~~lighting and ~~the~~an ~~selected~~automatic ~~multimedia~~money onbox ato ~~computer~~collect ~~usable media. The processing unit burns~~ the ~~media~~ payment. ~~The media is then labeled and packaged.~~

4The recording booth further comprises a database of multimedia files from which the singer selects the songs, and earphones through which the singer hears the music and his voice integrated together. A recording device records the audio and the selected multimedia on a computer usable media. The processing unit burns the media. The media is then labeled and packaged.

~~The processing unit comprises a graphical user interface (GUI), an audio processing application, a multimedia processing application, and a control application.~~4

~~Employees~~The processing unit comprises a graphical user interface (GUI), an audio processing application, a multimedia processing application, and a control application.

~~Other than our current Directors and officers, Danny Elbaz and Eran Gronich, we have two part-time employees..~~Employees

~~Transfer~~Other ~~Agent~~than our current Directors and officers, we have two part-time employees..

WeTransfer have engaged Nevada Agency and Trust as our stock transfer agent. Nevada Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.Agent

~~Item~~We 1Ahave engaged Nevada Agency and Trust as our stock transfer agent. ~~Risk~~Nevada ~~Factors~~Agency and Trust is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

In addition to the risk factors described in our Registration Statement on Form S1, as filed with the Securities and Exchange Commission, and although smaller reporting companies are not required to provide disclosure pursuant to this Item, ~~your~~1A. ~~attention~~Risk ~~is directed to the following risk factor that relates to our business.~~Factors

5In addition to the risk factors described in our Registration Statement on Form S1, as filed with the Securities and Exchange Commission, and although smaller reporting companies are not required to provide disclosure pursuant to this Item, your attention is directed to the following risk factor that relates to our business.

We do not have sufficient cash to fund our operating expenses for the next twelve months, and plan to seek funding through the sale of our common stock. Without significant improvement in the capital markets, we may not be able to sell our common stock and funding may not be available for continued operations.5

~~There~~We isdo not ~~enough~~have sufficient cash ~~on hand~~ to fund our ~~administrative and other~~ operating expenses ~~or our proposed research and development program~~ for the next twelve months~~. In addition~~, weand ~~will require substantial new capital following the development of a strategic marketing~~ plan ~~for bringing our product~~ to ~~global~~seek ~~markets~~funding inthrough ~~order to actually market, arrange for~~ the ~~manufacturing~~sale of, ~~and sell~~ our ~~product.~~common Because we do not expect to have any cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in the form of loans from current stockholders and/or from public and private equity offeringsstock. ~~Our ability to access capital will depend on our success in implementing our business plan. It will also depend upon the status of the capital markets at the time such capital is sought.~~ Without significant improvement in the capital markets, ~~sufficient~~we ~~capital~~ may not be ~~available~~able ~~and~~to ~~the~~sell ~~implementation of~~ our ~~business~~common ~~plan~~stock ~~could~~and befunding ~~delayed. If we are unable to raise additional funds in the future, we~~ may ~~have~~not tobe ~~cease~~available ~~all~~for continued ~~substantive~~ operations.

~~Item~~There 1Bis not enough cash on hand to fund our administrative and other operating expenses or our proposed research and development program for the next twelve months. ~~Unresolved~~ ~~Staff~~In ~~Comments~~addition, we will require substantial new capital following the development of a strategic marketing plan for bringing our product to global markets in order to actually market, arrange for the manufacturing of, and sell our product. Because we do not expect to have any cash flow from operations within the next twelve months, we will need to raise additional capital, which may be in the form of loans from current stockholders and/or from public and private equity offerings. Our ability to access capital will depend on our success in implementing our business plan. It will also depend upon the status of the capital markets at the time such capital is sought. Without significant improvement in the capital markets, sufficient capital may not be available and the implementation of our business plan could be delayed. If we are unable to raise additional funds in the future, we may have to cease all substantive operations.

~~None~~Item 1B. Unresolved Staff Comments

~~Item 2. Properties~~None

~~Our~~Item ~~Principal executive offices are located at~~2. ~~Danny~~ Elbaz 53 Hanoter Street Even Yehuda, Israel 40500 This location is the home of our Director and we have been allowed to operate out of such location at no cost to the Company. We believe that this space is adequate for our current and immediately foreseeable operating needs.Properties

~~Item~~Our 3Principal executive offices are located at 433 N. ~~Legal~~ ~~Proceedings~~Camden Dr., Fourth Floor Beverly Hills, CA. 90210 Phone number: 310-279-5282.

~~There~~This ~~are~~location ~~no pending legal proceedings to which the Company~~ is ~~a party or in which any Director, officer or affiliate of~~ the ~~Company,~~home ~~any owner~~ of ~~record~~our orDirector ~~beneficially~~and ofwe ~~more~~have ~~than~~been allowed 5%to ofoperate ~~any~~out ~~class~~ of ~~voting~~such ~~securities~~location ofat ~~the~~no ~~Company,~~cost ~~or security holder is a party adverse~~ to the Company. orWe ~~has~~believe athat ~~material~~this ~~interest~~space ~~adverse to the Company. The Company’s property~~ is ~~not~~adequate ~~the~~for ~~subject~~our ofcurrent ~~any~~and ~~pending~~immediately foreseeable ~~legal~~operating ~~proceedings~~needs.

~~PART~~Item II3. Legal Proceedings.

~~Item~~There 4.are ~~Market~~no ~~for~~pending ~~Registrant’s~~legal ~~Common~~proceedings ~~Equity~~to which the Company is a party or in which any Director, ~~Related~~officer ~~Stockholder~~or ~~Matters~~affiliate ~~and~~of ~~Issuer~~the ~~Purchases~~Company, any owner of ~~Equity~~record ~~Securities~~or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

~~Market~~Item ~~Information~~4 - Removed and Reversed

~~Our~~PART ~~common stock has been eligible to be traded on the Over-The-Counter Bulletin Board since May 10 2009 , under the ticker symbol MBST~~II

6Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~Holders~~Market Information

AsOur ~~of April~~common 23stock ,has ~~2011,~~been ~~there~~eligible ~~were~~to ~~97,319,263~~be ~~common~~traded ~~shares~~on ~~issued~~the ~~and~~Over-The-Counter Bulletin ~~outstanding,~~Board ~~which~~since ~~were~~May ~~held~~10 by2009, 43under ~~stockholders~~the ofticker ~~record.~~symbol MBST

~~Dividends~~6

We have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.Holders

~~Equity~~As ~~Compensation~~of March ~~Plans~~12, 2012, there were 1,318,863 common shares issued and outstanding (post reverse split of 500-1), which were held by 122 stockholders of record.

~~We do not have any equity compensation plans.~~Dividends

~~Recent~~We ~~Sales~~have never declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of ~~Unregistered~~cash ~~Securities;~~dividends ~~Use~~in the future will be at the discretion of ~~Proceeds~~our ~~from~~Board ~~Registered~~of ~~Securities~~Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

~~During~~Equity ~~the~~Compensation ~~fiscal year 2010 we issued 10,000,000 shares to a Director as equity compensation~~Plans

~~Purchases~~We ofdo ~~Equity~~not ~~Securities~~have byany ~~the~~equity ~~Small Business Issuer and Affiliated Purchasers~~compensation plans.

WeRecent ~~have~~Sales ~~not~~of ~~repurchased~~Unregistered ~~any~~Securities; ~~shares~~Use of ~~our~~Proceeds from ~~common~~Registered ~~stock during the fiscal year ended December 31, 2010~~Securities

~~Item~~During 5.the ~~Selected~~fiscal ~~Financial~~year ~~Data~~2011 we issued 86,159,974 registered shares for conversion of debt and 180,000,000 shares for compensation to two Directors and 30,000,000 shares as equity compensation to a third party for consulting fees .

APurchases ~~smaller~~of ~~reporting~~Equity ~~company~~Securities ~~is not required to provide~~ by the ~~information~~Small ~~required~~Business byIssuer ~~this~~and ~~item.~~Affiliated Purchasers

~~Item~~We ~~6. Management’s~~have ~~Discussion~~not ~~and~~repurchased ~~Analysis~~any shares of ~~Financial~~our ~~Condition~~common ~~and~~stock ~~Results~~during the offiscal ~~Operations.~~year ended December 31, 2011

~~Certain~~Item statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of The Mobile Star Corp and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements6. ~~Future~~Selected ~~filings~~Financial with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statementsData.

~~All~~A ~~forward-looking~~smaller ~~statements~~reporting ~~speak~~company ~~only~~is asnot ofrequired ~~the date on which they are made. We undertake no obligation~~ to ~~update~~provide ~~such statements to reflect events that occur or circumstances that exist after~~ the information ~~date~~required onby ~~which~~this ~~they are made~~item.

~~This~~Item 6A. Management’s Discussion and Analysis ~~or Plan~~ of ~~Operations~~Financial ~~(“MD&A”)~~Condition ~~section of this Report discusses our results of operations, liquidity~~ and ~~financial~~Results condition, and certain factors that may affect our future results. You should read this MD&A in conjunction with our audited financial statements and accompanying notes included in this Report. This plan of ~~operation contains forward-looking statements that involve risks, uncertainties, and assumptions~~Operations. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under “Risk Factors” or elsewhere in this Report.

7Certain statements contained in this Annual Report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of The Mobile Star Corp and the services we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

~~Plan~~All forward-looking statements speak only as of ~~Operation~~the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

WeThis ~~were~~Management’s ~~incorporated~~Discussion inand ~~Delaware~~Analysis onor ~~September~~Plan 25of Operations (“MD&A”) section of this Report discusses our results of operations, ~~2007~~liquidity and wefinancial ~~are~~condition, and acertain ~~development~~factors ~~stage~~that ~~company~~may affect our future results. WeYou ~~intend~~should toread ~~engage~~this MD&A in ~~the~~conjunction ~~manufacturing~~with our audited financial statements and ~~distribution~~accompanying ofnotes ~~the~~included ~~Technology~~in this Report. WeThis ~~have~~plan ~~not~~of ~~generated~~operation ~~any~~contains ~~revenues~~forward-looking tostatements ~~date~~that involve risks, uncertainties, and ~~our~~assumptions. ~~operations~~The ~~have~~actual ~~been~~results ~~limited~~may todiffer ~~organizational,~~materially ~~start~~from those anticipated in these forward-uplooking statements as a result of certain factors, ~~and~~including, ~~capital~~but ~~formation~~not ~~activities~~limited to, those presented under “Risk Factors” or elsewhere in this Report.

We have engaged a US manufacturer to develop a fully operational prototype of the Technology. The product has been developed and is running as a test pilot in an amusement center in New York. We estimate it would take an additional three to six months to bring this product to the market on a full scale basis. The product is to run parallel as a test pilot during the Company’s further efforts to bring the product to the market on a full scale basis.7

~~Liquidity~~Plan ~~and~~of ~~Capital Resources~~Operation

AsWe ofwere ~~December~~incorporated ~~31, 2010, we had $18,513~~ in ~~cash~~Delaware ason ~~compared~~September ~~to $15~~25,~~663 in~~ ~~cash~~2007 asand we ofare ~~December~~a ~~31,~~development ~~2009~~stage company. We ~~incurred~~intend ato ~~net~~engage ~~loss~~in ~~of $150,787 for~~ the ~~fiscal~~manufacturing ~~year~~and ~~ended~~distribution ~~December 31, 2010 as compared with a net loss~~ of ~~$154,818 for~~ the ~~period December 31 2009~~Technology. ~~Our~~ ~~cumulative~~We ~~net~~have ~~loss~~not ~~since~~generated any ~~inception~~revenues isto ~~$323,624,~~date ~~which~~and isour ~~comprised~~operations ~~entirely~~have ofbeen ~~general~~limited ~~and~~to ~~administrative~~organizational, ~~and~~start-up, ~~research~~ and ~~development~~capital ~~expenses~~formation activities.

OnWe ~~July~~have engaged 7,a ~~2010~~US manufacturer ~~the~~to develop ~~Company signed~~ a ~~$30,000~~fully ~~convertible~~operational ~~promissory~~prototype ~~note~~of ~~with~~the ~~a third party~~Technology. The ~~note~~product ~~bears~~has ~~interest~~been atdeveloped ~~8% per annum~~ and is ~~due~~running onas ~~April~~a 8,test ~~2011. The~~pilot ~~note~~in ~~has~~an ~~conversion~~amusement center ~~rights~~in ~~that~~New ~~allow~~York. We ~~the~~estimate ~~holder~~it ofwould take ~~the~~an ~~note~~additional atthree ~~any time~~ to ~~convert~~six ~~all~~months orto ~~any~~bring ~~part~~this ofproduct to the market ~~remaining~~on ~~principal~~a ~~balance~~full ~~into~~scale ~~the~~basis. ~~Company’s~~The ~~common~~product ~~stock~~is atto arun ~~price~~parallel ~~equal~~as toa ~~55%~~test ofpilot ~~the~~during ~~average of~~ the ~~lowest~~Company’s ~~three~~further efforts ~~trading~~to ~~prices~~bring ~~for~~ the ~~Common~~product ~~Stock~~to ~~during~~ the ~~most~~market ~~recent~~on ~~ten~~a ~~day~~full ~~period~~scale basis.

OnLiquidity ~~September 20, 2010 the Company signed a $27,000 convertible promissory note with a third party. The note bears interest at 8% per annum~~ and isCapital due on June 23, 2011. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.Resources

~~The~~As ~~Company~~of ~~does~~December ~~not~~31, ~~believe~~2011, ~~that~~we ~~its~~had $285 in cash ~~resources~~as compared ~~will be sufficient~~ to ~~fund~~$18,513 in ~~its~~cash ~~expenses~~as ~~over~~of ~~the~~December ~~next~~31, ~~12 months~~2010. ~~There~~We ~~can~~incurred bea nonet ~~assurance~~loss ~~that~~of ~~additional~~$305,245 ~~capital~~for ~~will be available to~~ the ~~Company.~~fiscal ~~The~~year ~~Company~~ended ~~currently has no agreements~~December 31, ~~arrangements,~~2011 oras ~~understandings~~compared with ~~any~~a ~~person~~net toloss ~~obtain funds through bank loans, lines~~ of ~~credit~~$150,787 for ~~or any other sources. Since~~ the ~~Company~~period ~~has~~December no31 ~~such~~2010. Our ~~arrangements~~cumulative ornet ~~plans~~loss since ~~currently~~inception inis ~~effect~~$628,869, ~~its~~which ~~inability~~is tocomprised ~~raise~~entirely ~~funds~~of ~~for~~general ~~the~~and ~~above~~administrative ~~purposes~~and ~~will~~research ~~have~~and adevelopment ~~severe~~expenses ~~negative impact on its ability to remain a viable company~~.

On January 6, 2011, the Company signed a $35,000 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on October 10, 2011. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period. As of September 30, 2011 this note was reduced by $14,800 upon conversion of shares.

~~Lack~~On April 11, 2011, the Company signed a $32,500 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on January 18, 2012. The note has conversion rights that allow the holder of ~~Insurance~~the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.

The Company ~~currently~~does ~~has~~not nobelieve ~~insurance~~that inits ~~force~~cash ~~for~~resources will be sufficient to fund its ~~office~~expenses ~~facilities~~over ~~and~~the ~~operations~~next ~~and~~12 itmonths. ~~cannot~~There can be ~~certain~~no assurance that itadditional ~~can~~capital ~~cover~~will be available to the ~~risks~~Company. ~~associated~~The Company currently has no agreements, arrangements, or understandings with ~~such~~any ~~lack~~person to obtain funds through bank loans, lines of ~~insurance~~credit, or ~~that~~any itother ~~will~~sources. beSince ~~able~~the toCompany ~~obtain~~has ~~and/~~no such arrangements or ~~maintain~~plans ~~insurance~~currently in effect, its inability to ~~cover~~raise ~~these~~funds ~~risks~~for atthe ~~economically~~above ~~feasible~~purposes ~~premiums~~will have a severe negative impact on its ability to remain a viable company.

~~Going Concern Consideration~~8

~~Our~~Lack registered independent auditors have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last, however, we do believe it will last at least 12 months.Insurance

~~Recently~~The ~~issued~~Company ~~accounting~~currently ~~pronouncements~~has no insurance in force for its office facilities and operations and it cannot be certain that it can cover the risks associated with such lack of insurance or that it will be able to obtain and/or maintain insurance to cover these risks at economically feasible premiums.

InGoing ~~March~~Concern 2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.” SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 (FASB ASC 815) requires:Consideration

·Our ~~disclosure~~registered ofindependent ~~the~~auditors ~~objectives~~have issued an opinion on our financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for ~~using~~the ~~derivative~~next ~~instruments~~12 bemonths ~~disclosed~~unless inwe ~~terms~~obtain ofadditional ~~underlying~~capital ~~risk~~to pay our bills and ~~accounting~~meet ~~designation;~~our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing the product.

·Recently ~~disclosure~~issued ofaccounting ~~the fair values of derivative instruments and their gains and losses in a tabular format;~~pronouncements

·In ~~disclosure~~March of2008, ~~information~~the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about ~~credit-risk-~~Derivative Instruments and Hedging Activities – an amendment of FASB Statement 133.” SFAS No. 161 (FASB ASC 815) enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related ~~contingent~~hedged ~~features~~items are accounted for under FASB No. 133, “Accounting for Derivative Instruments and Hedging Activities”; and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Specifically, SFAS No. 161 (FASB ASC 815) requires:

· ~~and~~disclosure ~~cross-reference~~of ~~from~~ the ~~derivative~~objectives ~~footnote~~for tousing ~~other~~derivative ~~footnotes~~instruments be disclosed in ~~which~~terms ~~derivative-related~~of ~~information~~underlying isrisk ~~disclosed.~~and accounting designation;

~~SFAS~~· ~~No.~~disclosure ~~161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management~~ of the ~~Company~~fair ~~does~~values ~~not~~of ~~expect~~derivative ~~the~~instruments ~~adoption~~and oftheir ~~this~~gains ~~pronouncement~~and tolosses ~~have~~in a ~~material~~tabular ~~impact on its financial statements.~~format;

On· ~~May~~disclosure ~~9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy~~ of ~~Generally~~information ~~Accepted~~about ~~Accounting~~credit-risk-related ~~Principles.” SFAS~~contingent No. 162 (FASB ASC 105) is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (“GAAP”) for nongovernmental entities.features;

~~Prior~~· toand ~~the~~cross-reference ~~issuance~~from ~~of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in~~ the ~~American~~derivative ~~Institute~~footnote ofto ~~Certified~~other ~~Public~~footnotes ~~Accountants (“AICPA”) Statement on Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly~~ in ~~Conformity~~which ~~with~~derivative-related ~~Generally~~information ~~Accept Accounting Principles.” SAS No. 69 has been criticized because it~~ is ~~directed to the auditor rather than the entity~~disclosed. SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.

~~The~~SFAS ~~sources~~No. 161 (FASB ASC 815) is effective for fiscal years and interim periods beginning after November 15, 2008. Earlier application is encouraged. The management of ~~accounting~~the ~~principles~~Company ~~that~~does ~~are~~not ~~generally~~expect ~~accepted~~the ~~are~~adoption ~~categorized~~of inthis ~~descending~~pronouncement ~~order~~to ashave ~~follows:~~a material impact on its financial statements.

aOn May 9, 2008, the FASB issued FASB Statement No. 162, (FASB ASC ~~Statements~~105) “The Hierarchy of ~~Financial~~Generally Accepted Accounting ~~Standards~~Principles.” SFAS ~~and~~No. ~~Interpretations,~~162 (FASB ~~Statement~~ASC ~~133~~105) ~~Implementation~~is ~~Issues,~~intended to ~~FASB~~improve ~~Staff~~financial ~~Positions,~~reporting ~~and~~by ~~American~~identifying ~~Institute~~a ofconsistent ~~Certified~~framework, ~~Public~~or ~~Accountants~~hierarchy, ~~(AICPA)~~for ~~Accounting~~selecting ~~Research~~accounting ~~Bulletins~~principles ~~and~~to ~~Accounting~~be ~~Principles~~used in ~~Board~~preparing ~~Opinions~~financial statements that are ~~not~~presented ~~superseded~~in byconformity ~~actions~~with ofU.S. ~~the~~generally ~~FASB~~accepted accounting principles (“GAAP”) for nongovernmental entities.

bPrior to the issuance of SFAS No. 162 (FASB ~~Technical~~ASC ~~Bulletins and~~105), ifGAAP hierarchy ~~cleared~~was bydefined in the ~~FASB,~~American Institute of Certified Public Accountants (“AICPA”) ~~Industry~~Statement ~~Audit~~on ~~and~~Auditing ~~Accounting~~Standards (“SAS”) ~~Guides~~No. ~~and~~69, ~~Statements~~“The Meaning of ~~Position~~Present Fairly in Conformity with Generally Accept Accounting Principles.” SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 (FASB ASC 105) addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not the auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.

c.The ~~AICPA~~sources ~~Accounting~~of ~~Standards~~accounting ~~Executive~~principles ~~Committee Practice Bulletins~~ that ~~have~~are ~~been~~generally ~~cleared~~accepted are bycategorized ~~the FASB, consensus positions of the FASB Emerging Issues Task Force (EITF), and the Topics discussed~~ in ~~Appendix~~descending Dorder ofas ~~EITF Abstracts (EITF D-Topics).~~follows:

da. ~~Implementation~~FASB ~~guides~~Statements ~~(Q&As)~~of ~~published~~Financial byAccounting ~~the~~Standards ~~FASB~~and ~~staff~~Interpretations, ~~AICPA~~FASB ~~Accounting~~Statement ~~Interpretations,~~133 ~~AICPA~~Implementation ~~Industry~~Issues, ~~Audit~~FASB ~~and~~Staff ~~Accounting~~Positions, ~~Guides~~ and ~~Statements~~American Institute of ~~Position~~Certified ~~not~~Public ~~cleared~~Accountants by(AICPA) ~~the~~Accounting ~~FASB,~~Research Bulletins and ~~practices~~Accounting ~~that~~Principles ~~are~~Board ~~widely~~Opinions ~~recognized~~that ~~and~~are ~~prevalent~~not ~~either~~superseded ~~generally~~by oractions inof the ~~industry~~FASB.

9b. FASB Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and Accounting Guides and Statements of Position.

~~SFAS No~~c. ~~162~~AICPA ~~(FASB~~Accounting ~~ASC~~Standards ~~105)~~Executive isCommittee ~~effective~~Practice 60Bulletins ~~days~~that ~~following~~have ~~the~~been ~~SEC’s~~cleared ~~approval~~by of the ~~Public~~FASB, ~~Company~~consensus ~~Accounting~~positions ~~Oversight~~of ~~Board~~the ~~amendment~~FASB toEmerging ~~its~~Issues ~~authoritative~~Task ~~literature.~~Force ~~It is only effective for nongovernmental entities; therefore~~(EITF), ~~the GAAP hierarchy will remain in SAS 69 for state~~ and ~~local governmental entities and federal governmental entities. The management of~~ the ~~Company~~Topics ~~does~~discussed ~~not~~in ~~expect~~Appendix ~~the~~D ~~adoption~~ of ~~this~~EITF ~~pronouncement~~Abstracts to(EITF ~~have a material impact on its financial statements~~D-Topics).

Ond. ~~May~~Implementation ~~26,~~guides ~~2008,~~(Q&As) ~~the~~published ~~FASB~~by ~~issued~~the FASB ~~Statement No. 163~~staff, ~~(FASB~~AICPA ~~ASC 944) “~~Accounting ~~for~~Interpretations, ~~Financial~~AICPA ~~Guarantee~~Industry ~~Insurance~~Audit ~~Contracts.”~~and ~~SFAS No. 163 (FASB ASC 944) clarifies how FASB Statement No. 60, “~~Accounting Guides and ~~Reporting~~Statements byof ~~Insurance~~Position ~~Enterprises”~~not ~~(“SFAS~~cleared ~~No. 60”), applies to financial guarantee insurance contracts issued~~ by ~~insurance~~the ~~enterprises~~FASB, ~~including the recognition~~ and ~~measurement~~practices ofthat ~~premium~~are ~~revenue~~widely recognized and ~~claim~~prevalent ~~liabilities.~~either Itgenerally ~~also~~or ~~requires~~in ~~expanded~~the ~~disclosures about financial guarantee insurance contracts~~industry.

The accounting and disclosure requirements of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency. Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. 5, “Accounting for Contingencies” (“SFAS No. 5”). SFAS No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.9

SFAS No. ~~163~~162 (FASB ASC ~~944~~105) is effective ~~for~~60 ~~financial~~days ~~statements~~following the ~~issued~~SEC’s ~~for~~approval ~~fiscal~~of ~~years~~the ~~beginning~~Public ~~after~~Company ~~December~~Accounting ~~15,~~Oversight ~~2008,~~Board ~~and~~amendment ~~all~~to ~~interim~~its ~~periods~~authoritative ~~within~~literature. ~~those~~It ~~fiscal~~is ~~years,~~only effective ~~except~~ for ~~disclosures~~nongovernmental ~~about~~entities; ~~the~~therefore, ~~insurance enterprise’s risk-management activities. Disclosures about~~ the ~~insurance~~GAAP ~~enterprise’s~~hierarchy ~~risk-management~~will ~~activities~~remain ~~are~~in ~~effective~~SAS ~~the~~69 ~~first~~for ~~period~~state ~~beginning~~and ~~after~~local ~~issuance~~governmental ofentities and ~~SFAS~~federal ~~No.~~governmental ~~163 (FASB ASC 944)~~entities. ~~Except~~ ~~for those disclosures, earlier application is not permitted.~~ The management of the Company does not expect the adoption of this pronouncement to have ~~material~~a material impact on its financial statements.

On May 2226, ~~2009~~2008, the FASB issued FASB Statement No. ~~164~~163, (FASB ASC ~~958~~944) “~~Not-~~Accounting for~~-Profit~~ ~~Entities:~~Financial ~~Mergers~~Guarantee ~~and~~Insurance ~~Acquisitions”~~Contracts. ” SFAS No. ~~164~~163 (FASB ASC ~~958~~944) isclarifies ~~intended~~how FASB toStatement ~~improve~~No. ~~the relevance~~60, ~~representational~~“Accounting ~~faithfulness,~~ and ~~comparability~~Reporting ofby ~~the~~Insurance ~~information~~Enterprises” ~~that~~(“SFAS aNo. ~~not-for-profit~~60”), ~~entity~~applies ~~provides~~to financial inguarantee ~~its~~insurance ~~financial~~contracts ~~reports~~issued ~~about~~by ainsurance ~~combination~~enterprises, ~~with~~including ~~one~~the orrecognition ~~more~~and ~~other~~measurement ~~not-for-profit~~of ~~entities,~~premium ~~businesses,~~revenue and orclaim ~~nonprofit activities~~liabilities. To ~~accomplish~~It ~~that,~~also ~~this~~requires ~~Statement~~expanded ~~establishes~~disclosures ~~principles~~about ~~and~~financial ~~requirements~~guarantee ~~for~~insurance ~~how a not-for-profit entity:~~contracts.

The accounting and disclosure requirements of SFAS No. 163 (FASB ASC 944) are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency. Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under SFAS No. 60, “Accounting and Reporting by Insurance Enterprises.” That diversity results in inconsistencies in the recognition and measurement of claim liabilities because of differing views about when a loss has been incurred under FASB Statement No. ~~Determines~~5, ~~whether~~“Accounting for Contingencies” (“SFAS No. 5”). SFAS No. 163 (FASB ASC 944) requires that an insurance enterprise recognize a ~~combination~~claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also requires disclosure about (a) ~~merger~~the orrisk-management activities used by an ~~acquisition~~insurance enterprise to evaluate credit deterioration in its insured financial obligations and (b) the insurance enterprise’s surveillance or watch list.

bSFAS No. ~~Applies~~163 (FASB ASC 944) is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years, except for disclosures about the ~~carryover~~insurance ~~method~~enterprise’s inrisk-management ~~accounting~~activities. Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of SFAS No. 163 (FASB ASC 944). Except for athose ~~merger~~disclosures, earlier application is not permitted. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

c.On ~~Applies~~May 22, 2009, the ~~acquisition~~FASB ~~method~~issued inFASB ~~accounting~~Statement No. 164, (FASB ASC 958) “Not-for-Profit anEntities: ~~acquisition~~Mergers and Acquisitions”. SFAS No. 164 (FASB ASC 958) is intended to improve the relevance, ~~including~~representational ~~determining~~faithfulness, ~~which~~and comparability of the ~~combining~~information that a not-for-profit entity provides in its financial reports about a combination with one or more other not-for-profit entities, isbusinesses, ~~the~~or ~~acquirer~~nonprofit activities. To accomplish that, this Statement establishes principles and requirements for how a not-for-profit entity:

da. Determines ~~what~~whether ~~information~~a tocombination ~~disclose~~is ~~to enable users of financial statements to evaluate the nature and financial effects of~~ a merger or an acquisition.

~~This~~b. ~~Statement~~Applies ~~also~~the ~~improves~~carryover ~~the~~method ~~information~~in aaccounting ~~not-~~for~~-profit~~ ~~entity~~a ~~provides about goodwill and other intangible assets after an acquisition by amending FASB Statement No~~merger. ~~142, Goodwill and Other Intangible Assets, to make it fully applicable to not-for-profit entities.~~

~~SFAS No~~c. ~~164~~Applies ~~(FASB~~the ~~ASC~~acquisition ~~958)~~method isin ~~effective~~accounting for ~~mergers~~an ~~occurring on or after December 15~~acquisition, ~~2009,~~including ~~and~~determining ~~acquisitions for~~ which ~~the acquisition date is on or after the beginning~~ of the ~~first~~combining ~~annual~~entities ~~reporting period beginning on or after December 15, 2009. Early application~~ is ~~prohibited. The management of~~ the ~~Company does not expect the adoption of this pronouncement to have material impact on its financial statements~~acquirer.

~~On May 28, 2009, the FASB issued FASB Statement No~~d. ~~165,~~Determines ~~(FASB~~what ~~ASC~~information ~~855)~~to ~~“Subsequent~~disclose ~~Events.” SFAS~~to ~~No. 165~~enable ~~(FASB~~users ~~ASC 855) establishes general standards~~ of ~~accounting~~financial ~~for~~statements ~~and~~to ~~disclosure~~evaluate ~~of events that occur after~~ the ~~balance~~nature ~~sheet~~and ~~date but before~~ financial ~~statements~~effects ~~are~~of ~~issued~~a merger or ~~are~~an ~~available to be issued~~acquisition. ~~Specifically, Statement 165 (FASB ASC 855) provides:~~

1.This ~~The~~Statement ~~period~~also ~~after~~improves the ~~balance~~information ~~sheet~~a ~~date~~not-for-profit entity ~~during~~provides ~~which~~about ~~management~~goodwill ofand aother ~~reporting~~intangible ~~entity~~assets ~~should~~after ~~evaluate~~an ~~events~~acquisition orby ~~transactions~~amending ~~that~~FASB ~~may~~Statement ~~occur~~No. ~~for~~142, ~~potential~~Goodwill ~~recognition~~and Other orIntangible ~~disclosure~~Assets, into ~~the~~make ~~financial~~it ~~statements~~fully applicable to not-for-profit entities.

2SFAS No. ~~The~~164 ~~circumstances~~(FASB ~~under~~ASC 958) is effective for mergers occurring on or after December 15, 2009, and acquisitions for which anthe ~~entity~~acquisition ~~should~~date ~~recognize~~is ~~events~~on or ~~transactions~~after ~~occurring~~the beginning of the first annual reporting period beginning on or after December 15, 2009. Early application is prohibited. The management of the ~~balance~~Company ~~sheet~~does ~~date~~not inexpect the adoption of this pronouncement to have material impact on its financial statements.

3On May 28, 2009, the FASB issued FASB Statement No. ~~The~~165, (FASB ~~disclosures~~ASC ~~that~~855) an“Subsequent ~~entity~~Events.” SFAS ~~should~~No. 165 ~~make~~(FASB ~~about~~ASC ~~events~~855) orestablishes ~~transactions~~general standards of accounting for and disclosure of events that ~~occurred~~occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, Statement 165 (FASB ASC 855) provides:

In1. ~~accordance~~The ~~with~~period ~~this~~after ~~Statement, an entity should apply~~ the ~~requirements~~balance tosheet ~~interim~~date orduring ~~annual~~which ~~financial~~management ~~periods~~of ~~ending~~a ~~after~~reporting ~~June~~entity ~~15,~~should ~~2009. The~~evaluate ~~adoption~~events ofor ~~this~~transactions ~~pronouncement~~that ~~did~~may ~~not~~occur ~~have~~for apotential ~~material~~recognition ~~impact~~or ondisclosure in the financial statements ~~of the Company~~.

~~In June 2009, the FASB issued FASB Statement No~~2. ~~166,~~The ~~(FASB~~circumstances ~~ASC~~under ~~860)~~which ~~“Accounting for Transfers of Financial Assets-~~ an ~~amendment~~entity ofshould ~~FASB~~recognize ~~Statement~~events ~~No,~~or 140.” SFAS No. 166 (FASB ASC 860) is a revision to SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” and will require more information about transfers of financial assets, including securitization transactions, ~~and~~occurring ~~where~~after ~~companies have continuing exposure to~~ the ~~risks~~balance ~~related~~sheet todate ~~transferred~~in ~~financial~~its ~~assets. It eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing~~ financial ~~assets, and requires additional disclosures~~statements.

~~This~~3. ~~statement~~The isdisclosures ~~effective~~that ~~for~~an ~~financial~~entity ~~asset~~should ~~transfers~~make ~~occurring~~about ~~after~~events ~~the~~or ~~beginning~~transactions ~~of an entity's first fiscal year~~ that ~~begins~~occurred after ~~November 15, 2009. The management of~~ the ~~Company~~balance ~~does~~sheet ~~not expect the adoption of this pronouncement to have material impact on its financial statements~~date.

In ~~June~~accordance ~~2009,~~with ~~the~~this ~~FASB issued FASB~~ Statement ~~No. 167~~, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity ~~that~~should isapply the ~~insufficiently~~requirements ~~capitalized~~to interim or isannual ~~not~~financial ~~controlled~~periods ~~through~~ending ~~voting~~after ~~(or~~June ~~similar~~15, ~~rights) should be consolidated~~2009. The ~~determination~~adoption of ~~whether~~this apronouncement did ~~company~~not ishave ~~required~~a tomaterial ~~consolidate~~impact ~~an entity is based~~ on, ~~among other things, an entity’s purpose and design and a company’s ability to direct~~ the ~~activities~~financial statements of the ~~entity that most significantly impact the entity’s economic performance~~Company.

This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.10

In June 2009, the FASB issued FASB Statement No. ~~168~~166, (FASB ASC ~~105~~860) ~~"The FASB~~ “Accounting ~~Standards~~for ~~Codification~~Transfers ~~and the Hierarchy~~ of ~~Generally~~Financial ~~Accepted Accounting Principles~~ Assets- aan ~~replacement~~amendment of FASB Statement No., ~~162~~140.” SFAS No. 166 ~~168~~ (FASB ASC ~~105~~860) ~~establishes~~is ~~the~~a ~~FASB~~revision to SFAS No. 140 “Accounting ~~Standards~~for ~~Codification~~Transfers ~~(the~~and ~~"Codification")~~Servicing toof ~~become~~Financial ~~the~~Assets ~~single~~and ~~official~~Extinguishment of ~~source~~Liabilities” and will require more information about transfers of ~~authoritative~~financial assets, ~~nongovernmental~~including ~~U.S.~~securitization ~~generally~~transactions, and ~~accepted~~where ~~accounting~~companies ~~principles~~have ~~(“GAAP”)~~continuing exposure to the risks related to transferred financial assets. ~~The~~It ~~Codification~~eliminates ~~did~~the concept ~~not~~of ~~change~~a ~~GAAP~~“qualifying ~~but~~special-purpose ~~reorganizes~~entity,” changes the ~~literature~~requirements for derecognizing financial assets, and requires additional disclosures.

~~SFAS~~This ~~No.~~statement ~~168~~is ~~(FASB~~effective ~~ASC~~for ~~105)~~financial isasset ~~effective~~transfers occurring ~~for~~after ~~interim~~the ~~and~~beginning ~~annual~~of ~~periods~~an ~~ending~~entity's first fiscal year that begins after ~~September~~November 15, 2009. The management of the Company does not expect the adoption of this pronouncement ~~did~~to ~~not~~ have a material impact on ~~the~~its financial statements ~~of the Company~~.

10In June 2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 (FASB ASC 810) amends certain requirements of FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities” and changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance.

~~Off~~This ~~Balance~~statement ~~Sheet~~is ~~Arrangements~~effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009. The management of the Company does not expect the adoption of this pronouncement to have material impact on its financial statements.

WeIn doJune ~~not~~2009, ~~have~~the ~~any~~FASB ~~off-balance~~issued ~~sheet~~FASB ~~arrangements~~Statement ~~that~~No. ~~have~~168, or(FASB ASC ~~are~~105) ~~reasonably~~"The ~~likely~~FASB toAccounting ~~have~~Standards Codification and the Hierarchy of Generally Accepted Accounting Principles - a ~~current~~replacement of orFASB ~~future~~Statement ~~effect~~No. on162.” SFAS ~~our~~No. ~~financial~~168 ~~condition,~~(FASB ~~changes~~ASC in105) ~~financial~~establishes ~~condition,~~the ~~revenues~~FASB orAccounting ~~expenses,~~Standards ~~results~~Codification (the "Codification") to become the single official source of ~~operations~~authoritative, ~~liquidity,~~nongovernmental ~~capital~~U.S. ~~expenditures,~~generally oraccepted ~~capital~~accounting principles ~~resources~~(“GAAP”). The ~~that~~Codification ~~are~~did ~~material~~not tochange ~~investors~~GAAP but reorganizes the literature.

~~Item~~SFAS 6ANo. ~~Quantitative~~ 168 (FASB ASC 105) is effective for interim and annual ~~Qualitative~~periods ~~Disclosures~~ending ~~About~~after ~~Market~~September ~~Risk~~15, 2009. The adoption of this pronouncement did not have a material impact on the financial statements of the Company.

~~A smaller reporting company is not required to provide the information required by this item.~~11

11Off Balance Sheet Arrangements

~~Item~~We 7.do ~~Financial~~not ~~Statements~~have ~~and~~any ~~Supplementary~~off-balance ~~Data~~sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

~~THE~~Item ~~MOBILE~~7. ~~STAR~~Quantitative ~~CORP~~and Qualitative Disclosures About Market Risk.

(A ~~DEVELOPMENT~~smaller ~~STAGE~~reporting ~~COMPANY)~~company is not required to provide the information required by this item.

~~INDEX TO FINANCIAL STATEMENTS~~12

~~DECEMBER~~Item ~~31,~~8. ~~2010~~Financial Statements and Supplementary Data.

Report of Registered Independent Auditor		F-2
Financial Statements-
Balance Sheets as of December31, 2010 and December 31, 2009		F-3
Statements of Operations for the Years Ended December 31, 2010 and 2009 and Cumulative from Inception		F-4
Statement of Changes in Stockholders’ Equity (Deficit) for the Period from Inception Through December 31, 2010		F-5
Statements of Cash Flows for Years Ended December 31, 2010 and 2009 and Cumulative from Inception		F-6
Notes to Financial Statements		F-7

THE MOBILE STAR CORP.

~~F-1~~(A DEVELOPMENT STAGE COMPANY)

~~REPORT~~INDEX OFTO ~~REGISTERED~~FINANCIAL ~~INDEPENDENT AUDITORS~~STATEMENTS

ToDECEMBER ~~the~~31, ~~Board of Directors and Stockholders~~2011

of The Mobile Star Corp.:

Report of Registered Independent Auditor	F-2

Financial Statements-

Balance Sheets as of December31, 2011 and December 31, 2010	F-3

Statements of Operations for the Years Ended December 31, 2011 and 2010 and Cumulative from Inception	F-4

Statement of Changes in Stockholders’ Equity (Deficit) for the Period from Inception Through December 31, 2011	F-5

Statements of Cash Flows for Years Ended December 31, 2011 and 2010 and Cumulative from Inception	F-6

Notes to Financial Statements	F-7

We have audited the accompanying balance sheets of The Mobile Star Corp. (a Delaware corporation in the development stage) as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for years ended December 31, 2010 and 2009, and from inception (September 25, 2007) through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.F-1

WeREPORT ~~conducted~~OF ~~our~~REGISTERED audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supportingINDEPENDENT the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.AUDITORS

InTo ~~our opinion,~~ the ~~financial~~Board ~~statements referred to above present fairly, in all material respects, the financial position~~ of ~~The~~ ~~Mobile~~Directors ~~Star Corp. as of December 31, 2010~~ and 2009, and the results of its operations and its cash flows for the years ended December 31, 2010 and 2009, and from inception (September 25, 2007) through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.Stockholders

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2010, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The ~~financial~~Mobile ~~statements~~Star ~~do not include any adjustments that might result from the outcome of this uncertainty~~Corp.:

~~Respectfully~~We ~~submitted~~have audited the accompanying balance sheets of The Mobile Star Corp. (a Delaware corporation in the development stage) as of December 31, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for years ended December 31, 2011 and 2010, and from inception (September 25, 2007) through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

/We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s/ ~~Weinberg~~internal &control ~~Baer~~over financial ~~LLC~~reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Weinberg~~In &our ~~Baer~~opinion, ~~LLC~~the financial statements referred to above present fairly, in all material respects, the financial position of The Mobile Star Corp. as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years ended December 31, 2011 and 2010, and from inception (September 25, 2007) through December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

~~Baltimore~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, ~~Maryland~~the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 2 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~February~~Respectfully 23submitted, ~~2011~~

~~F-2~~/s/ Weinberg & Baer LLC

~~THE~~Weinberg ~~MOBILE~~& ~~STAR~~Baer ~~CORP.~~LLC

(ABaltimore, ~~DEVELOPMENT STAGE COMPANY)~~Maryland

~~BALANCE~~February ~~SHEETS~~20, 2012

~~AS OF DECEMBER 31, 2010 AND DECEMBER 31, 2009~~F-2

	As of			As of
	December 31,			December 31,
	2010			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	18,513		$	15,663
Total current assets		18,513			15,663
Other Assets:
Patent pending		7,300			7,300
Assignment of invention rights		5,000			5,000
Total other assets		12,300			12,300
Total Assets	$	30,813		$	27,963
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	31,248		$	32,000
Loans from related parties - Directors and stockholders		51,426			3,000
Convertible note payable, net of discount		34,327			-
Total current liabilities		117,001			35,000
Total liabilities		117,001			35,000
Commitments and Contingencies
Stockholders' Equity (Deficit):
Common stock, par value $.0001 per share, 500,000,000 shares authorized; 80,000,000 and 70,000,000 shares issued and outstanding, respectively		8,000			7,000
Additional paid-in capital		229,436			158,800
(Deficit) accumulated during the development stage		(323,624	)		(172,837	)
Total stockholders' equity (deficit)		(86,188	)		(7,037	)
Total Liabilities and Stockholders' Equity (Deficit)	$	30,813		$	27,963

THE MOBILE STAR CORP.

~~The~~(A ~~accompanying~~DEVELOPMENT ~~notes~~STAGE ~~to financial statements~~COMPANY)

~~are~~BALANCE ~~an integral part of these statements.~~SHEETS

~~F-3~~AS OF DECEMBER 31, 2011 AND 2010

THE MOBILE STAR CORP.

	As of			As of
	December 31,			December 31,
	2011			2010

ASSETS

Current Assets:
Cash and cash equivalents	$	285		$	18,513

Total current assets		285			18,513

Other Assets:
Patent pending		7,300			7,300
Assignment of invention rights		5,000			5,000

Total other assets		12,300			12,300

Total Assets	$	12,585		$	30,813

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
Accounts payable and accrued liabilities	$	33,058		$	31,248
Loans from related parties - Directors and stockholders		5,034			51,426
Convertible note payable, net of discount		50,962			34,327

Total current liabilities		89,054			117,001

Total liabilities		89,054			117,001

Commitments and Contingencies

Stockholders' Equity (Deficit):
Common stock, par value $.0001 per share, 1,000,000,000 shares authorized; 376,159,974 and 80,000,000 shares issued and outstanding		37,616			8,000
Additional paid-in capital		514,784			229,436
(Deficit) accumulated during the development stage		(628,869	)		(323,624	)

Total stockholders' equity (deficit)		(76,469	)		(86,188	)

Total Liabilities and Stockholders' Equity (Deficit)	$	12,585		$	30,813

(AThe ~~DEVELOPMENT~~accompanying ~~STAGE~~notes ~~COMPANY)~~to financial statements

~~STATEMENTS~~are OFan ~~OPERATIONS~~integral part of this balance sheet.

~~FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009~~F-3

~~AND~~THE ~~CUMULATIVE~~MOBILE ~~FROM~~STAR ~~INCEPTION (SEPTEMBER 25, 2007)~~CORP.

~~THROUGH~~(A ~~DECEMBER~~DEVELOPMENT ~~31,~~STAGE ~~2010~~COMPANY)

	Years Ended						Cumulative
	December 31,						From
	2010			2009			Inception
Revenues	$	-		$	-		$	-
Expenses:
General and administrative-
Professional fees		59,984			54,709			127,616
Consulting fees		28,000			19,602			50,147
Research and development		24,377			73,401			97,779
Investor relations		4,831			1,580			6,411
Legal - incorporation		-			-			2,350
Other		8,157			6,971			15,328
Total general and administrative expenses		125,349			156,263			299,631
(Loss) from Operations		(125,349	)		(156,263	)		(299,631	)
Interest and Other Income (Expense)		(25,438	)		1,446			(23,993	)
Provision for Income Taxes		-			-			-
Net (Loss)	$	(150,787	)	$	(154,818	)	$	(323,624	)
(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		76,027,397			65,013,699

STATEMENTS OF OPERATIONS

~~The~~FOR ~~accompanying~~THE ~~notes~~YEARS toENDED ~~financial~~DECEMBER ~~statements~~31, ~~are~~2011AND 2010

anAND ~~integral~~CUMULATIVE ~~part~~FROM ofINCEPTION ~~these~~(SEPTEMBER 25, ~~statements.~~2007)

~~F-4~~THROUGH DECEMBER 31, 2011

THE MOBILE STAR CORP.

	Years Ended						Cumulative
	December 31,						From
	2011			2010			Inception

Revenues	$	6,381		$	-		$	6,381

Expenses:
Research and development		39,313			24,377			137,092
Professional fees		45,082			59,984			172,698
Consulting fees		6,383			28,000			56,530
Management fees		133,500			-			133,500
Investor relations		3,500			4,831			9,911
Legal - incorporation		-			-			2,350
Travel		11,787			-			24,750
Other		736			8,157			3,101

Total general and administrative expenses		240,301			125,349			539,932

(Loss) from Operations		(233,920	)		(125,349	)		(533,551	)

Other Income (Expense)
Foreign currency transaction gains		-			-			5,161
Foreign currency transaction losses		(223	)		-			(3,646	)
Interest expense		(82,102	)		(25,438	)		(107,833	)
Other income (expense)		11,000			-			11,000

Provision for Income Taxes		-			-			-

Net (Loss)	$	(305,245	)	$	(150,787	)	$	(628,869	)

(Loss) Per Common Share:
(Loss) per common share - Basic and Diluted	$	(0.00	)	$	(0.00	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		197,450,717			76,027,397

(AThe ~~DEVELOPMENT~~accompanying ~~STAGE~~notes ~~COMPANY)~~to financial statements are

~~STATEMENT~~an OFintegral ~~CHANGES~~part INof ~~STOCKHOLDERS'~~these ~~EQUITY (DEFICIT)~~statements.

~~FOR THE PERIOD FROM INCEPTION (SEPTEMBER 25, 2007)~~F-4

~~THROUGH~~THE ~~DECEMBER~~MOBILE ~~31,~~STAR ~~2010~~CORP.

								(Deficit)
								Accumulated
					Additional			During the
	Common stock				Paid-in			Development
	Shares		Amount		Capital			Stage			Totals
Balance - January 1, 2008		-	$	-	$	-		$	-		$	-
Common stock issued for cash		56,000,000		5,600		(4,800	)		-			800
Assignment of invention rights		-		-		5,000			-			5,000
Net (loss) for the year		-		-		-			(18,019	)		(18,019	)
Balance - December 31, 2008		56,000,000		5,600		200			(18,019	)		(12,219	)
Common stock issued for cash		14,000,000		1,400		158,600			-			160,000
Net (loss) for the period		-		-		-			(154,818	)		(154,818	)
Balance - December 31, 2009		70,000,000	$	7,000	$	158,800		$	(172,837	)	$	(7,037	)
Common stock issued as compensation		10,000,000		1,000		24,000			-			25,000
Convertible note discount		-		-		24,545			-			24,545
Convertible note discount		-		-		22,091			-			22,091
Net (loss) for the period		-		-		-			(150,787	)		(150,787	)
Balance - December 31, 2010		80,000,000	$	8,000	$	229,436		$	(323,624	)	$	(86,188	)

(A DEVELOPMENT STAGE COMPANY)

~~The~~STATEMENT ~~accompanying~~OF ~~notes~~CHANGES toIN ~~financial~~STOCKHOLDERS' ~~statements are~~EQUITY (DEFICIT)

anFOR ~~integral~~THE ~~part~~PERIOD ofFROM ~~this~~INCEPTION ~~statement.~~(SEPTEMBER 25, 2007)

~~F-5~~THROUGH DECEMBER 31, 2011

THE MOBILE STAR CORP.

								(Deficit)
								Accumulated
					Additional			During the
	Common stock				Paid-in			Development
	Shares		Amount		Capital			Stage			Totals

Balance - January 1, 2008		-	$	-	$	-		$	-		$	-
Common stock issued for cash		56,000,000		5,600		(4,800	)		-			800
Assignment of invention rights		-		-		5,000			-			5,000
Net (loss) for the year		-		-		-			(18,019	)		(18,019	)
Balance - December 31, 2008		56,000,000		5,600		200			(18,019	)		(12,219	)
Common stock issued for cash		14,000,000		1,400		158,600			-			160,000
Net (loss) for the period		-		-		-			(154,818	)		(154,818	)
Balance - December 31, 2009		70,000,000	$	7,000	$	158,800		$	(172,837	)	$	(7,037	)
Common stock issued as compensation		10,000,000		1,000		24,000			-			25,000
Convertible note discount		-		-		24,545						24,545
Convertible note discount		-		-		22,091						22,091
Net (loss) for the period		-		-		-			(150,787	)		(150,787	)
Balance - December 31, 2010		80,000,000	$	8,000	$	229,436		$	(323,624	)	$	(86,188	)
Common stock issued to extinguish debt		12,000,000		1,200		47,800			-			49,000
Common stock issued upon conversion of convertible debt		74,159,974		7,416		69,821			-			77,237
Convertible note discount		-		-		55,227			-			55,227
Common stock issued as compensation		30,000,000		3,000		22,500			-			25,500
Common stock issued as compensation		180,000,000		18,000		90,000			-			108,000
Net (loss) for the period		-		-		-			(305,245	)		(305,245	)
Balance - December 31, 2011		376,159,974	$	37,616	$	514,784		$	(628,869	)	$	(76,469	)

(AThe ~~DEVELOPMENT~~accompanying ~~STAGE~~notes ~~COMPANY)~~to financial statements are

~~STATEMENTS~~an OFintegral ~~CASH~~part ~~FLOWS~~of this statement.

~~FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009,~~F-5

~~AND~~THE ~~CUMULATIVE~~MOBILE ~~FROM~~STAR ~~INCEPTION (SEPTEMBER 25, 2007)~~CORP.

~~THROUGH~~(A ~~DECEMBER~~DEVELOPMENT ~~31,~~STAGE ~~2010~~COMPANY)

	Years Ended						Cumulative
	December 31,						From
	2010			2009			Inception
Operating Activities:
Net (loss)	$	(150,787	)	$	(154,818	)	$	(323,624	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Common stock issued as compensation		25,000			-			25,000
Amortization of beneficial conversion feature		23,963			-			23,963
Changes in net assets and liabilities-
Accounts payable and accrued liabilities		(752	)		21,405			31,248
Net Cash Used in Operating Activities		(102,576	)		(133,413	)		(243,413	)
Investing Activities:
Purchase of patent pending		-			-			(7,300	)
Net Cash Used in Investing Activities		-			-			(7,300	)
Financing Activities:
Proceeds from common stock issued		-			160,000			160,800
Proceeds from convertible note payable		57,000			-			57,000
Payment of stockholder loans		-			(14,300	)		(14,300	)
Proceeds from stockholder loans		48,426			3,000			65,726
Net Cash Provided by Financing Activities		105,426			148,700			269,226
Net (Decrease) Increase in Cash		2,850			15,287			18,513
Cash - Beginning of Period		15,663			376			-
Cash - End of Period	$	18,513		$	15,663		$	18,513
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Supplemental schedule of non-cash investing and financing activities:
Assignment of invention rights acquired through additional paid-in capital	$	-		$	-		$	5,000

STATEMENTS OF CASH FLOWS

~~The~~FOR ~~accompanying~~THE ~~notes~~YEARS toENDED ~~financial~~DECEMBER ~~statements~~31, ~~are~~2011 AND 2010,

anAND ~~integral~~CUMULATIVE ~~part~~FROM ofINCEPTION ~~these~~(SEPTEMBER 25, ~~statements.~~2007)

~~F-6~~THROUGH DECEMBER 31, 2011

THE MOBILE STAR CORP.

	Years Ended						Cumulative
	December 31,						From
	2011			2010			Inception

Operating Activities:
Net (loss)	$	(305,245	)	$	(150,787	)	$	(628,869	)
Adjustments to reconcile net (loss) to net cash (used in) operating activities:					-
Common stock issued for services		133,500			25,000			158,500
Amortization of beneficial conversion feature		76,162			23,963			100,125
Changes in net assets and liabilities-					-
Accounts payable and accrued liabilities		7,247			(752	)		38,495

Net Cash Used in Operating Activities		(88,336	)		(102,576	)		(331,749	)

Investing Activities:
Purchase of patent pending		-			-			(7,300	)

Net Cash Used in Investing Activities		-			-			(7,300	)

Financing Activities:
Proceeds from common stock issued		-			-			160,800
Proceeds from convertible note payable		67,500			57,000			124,500
Payments of shareholder loans		-			-			(14,300	)
Proceeds from shareholder loans		2,608			48,426			68,334

Net Cash Provided by Financing Activities		70,108			105,426			339,334

Net (Decrease) Increase in Cash		(18,228	)		2,850			285

Cash - Beginning of Period		18,513			15,663			-

Cash - End of Period	$	285		$	18,513		$	285

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

Supplemental schedule of non-cash investing and financing activities:
Assignment of invention rights acquired through additional paid-in capital	$	-		$	-		$	5,000
Stock issued to settle shareholder loans	$	49,000		$	-		$	49,000
Stock issued to settle convertible debts and interest	$	77,237		$	-		$	77,237

(AThe ~~DEVELOPMENT~~accompanying ~~STAGE~~notes ~~COMPANY)~~to financial statements are

~~NOTES~~an TOintegral ~~FINANCIAL~~part ~~STATEMENTS~~of these statements.

~~DECEMBER 31, 2010~~F-6

~~(1) Summary~~THE ofMOBILE ~~Significant Accounting Policies~~STAR CORP.

~~Basis~~(A ofDEVELOPMENT ~~Presentation~~STAGE ~~and Organization~~COMPANY)

~~The~~NOTES ~~Mobile~~TO ~~Star~~FINANCIAL Corp. (“The Mobile Star” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on September 25, 2007 and began activity in January 2008. The business plan of the Company is to develop a commercial application of a self operated computerized karaoke recording booth. The Company also intends to obtain approval of its patent application, and manufacture and market the product and/or seek third party entities interested in licensing the rights to manufacture and market the device. The accompanying financial statements of The Mobile Star were prepared from the accounts of the Company under the accrual basis of accounting.STATEMENTS

~~Cash~~DECEMBER ~~and~~31, ~~Cash Equivalents~~2011

~~For~~(1) Summary ~~purposes~~ of ~~reporting~~Significant within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.Accounting Policies

~~Revenue~~Basis ~~Recognition~~of Presentation and Organization

The Mobile Star Corp. (“The Mobile Star” or the “Company”) is a Delaware corporation in the development stage and has ~~yet~~not tocommenced ~~realize~~operations. ~~revenues~~The ~~from~~Company was ~~operations.~~incorporated ~~Once~~under the ~~Company~~laws ~~has~~of ~~commenced~~the ~~operations,~~State itof ~~will~~Delaware ~~recognize~~on ~~revenues~~September ~~when~~25, ~~delivery~~2007 ofand ~~goods~~began oractivity ~~completion~~in ofJanuary ~~services~~2008. ~~has~~The ~~occurred~~business plan ~~provided~~of ~~there~~the Company is ~~persuasive~~to ~~evidence~~develop a commercial application of ana ~~agreement,~~self ~~acceptance~~operated ~~has~~computerized ~~been~~karaoke ~~approved~~recording bybooth. The Company also intends to obtain approval of its ~~customers~~patent application, ~~the~~and ~~fee~~manufacture isand ~~fixed~~market the product and/or ~~determinable~~seek ~~based~~third onparty entities interested in licensing the ~~completion~~rights to manufacture and market the device. The accompanying financial statements of ~~stated~~The ~~terms~~Mobile ~~and~~Star were ~~conditions,~~prepared ~~and~~from ~~collection~~the accounts of ~~any~~the ~~related~~Company ~~receivable~~under isthe ~~probable~~accrual basis of accounting.

~~Loss~~Cash ~~per~~and ~~Common~~Cash ~~Share~~Equivalents

~~Basic~~For ~~loss~~purposes ~~per~~of ~~share~~reporting iswithin ~~computed by dividing~~ the ~~net loss attributable to the common stockholders by the weighted average number~~ statement of ~~shares~~cash offlows, ~~common stock outstanding during~~ the ~~period.~~Company ~~Fully~~considers ~~diluted~~all ~~loss~~cash ~~per~~on ~~share~~hand, iscash ~~computed~~accounts ~~similar~~not tosubject ~~basic loss per share except that the denominator is increased~~ to ~~include~~withdrawal ~~the~~restrictions ~~number~~or ofpenalties, ~~additional common shares that would have been outstanding if the potential common shares had been issued~~ and ifall highly ~~the~~liquid ~~additional~~debt ~~common~~instruments ~~shares~~purchased ~~were~~with ~~dilutive.~~a ~~Common~~maturity ~~stock equivalents were not included in the computation~~ of ~~diluted~~three ~~earnings~~months ~~per~~or ~~share~~less ~~in the statement of operations due~~ to ~~the~~be ~~fact~~cash ~~that the Company reported a net loss~~ and tocash ~~do so would be anti-dilutive for the periods presented~~equivalents.

~~Income~~Revenue ~~Taxes~~Recognition

~~Deferred~~The ~~tax~~Company ~~assets~~is ~~and~~in ~~liabilities~~the ~~are~~development ~~determined~~stage. ~~based~~Once the onCompany ~~temporary~~has ~~differences~~commenced ~~between~~operations, ~~the~~it ~~bases~~will recognize revenues when delivery of ~~certain~~goods ~~assets~~or ~~and~~completion ~~liabilities~~of ~~for~~services ~~income~~has ~~tax~~occurred provided ~~and~~there ~~financial~~is ~~reporting~~persuasive ~~purposes.~~evidence ~~The~~of ~~deferred~~an ~~tax~~agreement, ~~assets~~acceptance ~~and~~has ~~liabilities~~been ~~are~~approved ~~classified~~by ~~according~~its tocustomers, the ~~financial~~fee ~~statement~~is ~~classification~~fixed ofor determinable based on the ~~assets~~completion of stated terms and ~~liabilities~~conditions, ~~generating~~and ~~the~~collection ~~differences~~of any related receivable is probable.

~~The~~Loss ~~Company~~per ~~maintains~~Common a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the federal tax laws.Share

FBasic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Common stock equivalents were not included in the computation of diluted earnings per share in the statement of operations due to the fact that the Company reported a net loss and to do so would be anti-7dilutive for the periods presented.

~~Changes~~Income in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.Taxes

~~Fair~~Deferred ~~Value~~tax assets and liabilities are determined based on temporary differences between the bases of ~~Financial~~certain ~~Instruments~~assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company ~~estimates~~maintains ~~the~~a ~~fair~~valuation ~~value~~allowance ofwith respect ~~financial~~to ~~instruments~~deferred ~~using~~tax ~~the~~assets. ~~available~~The ~~market~~Company ~~information~~establishes ~~and~~a valuation ~~methods.~~allowance ~~Considerable~~based ~~judgment~~upon isthe ~~required~~potential inlikelihood ~~estimating~~of ~~fair value. Accordingly,~~ realizing the ~~estimates~~deferred oftax ~~fair~~asset ~~value~~and ~~may~~taking ~~not~~into beconsideration ~~indicative of~~ the ~~amounts the~~ Company’s ~~could~~financial ~~realize~~position inand aresults ~~current market exchange. As~~ of ~~December~~operations ~~31,~~for ~~2010,~~ the ~~carrying~~current period. ~~value~~Future realization of ~~accrued~~the ~~liabilities,~~deferred ~~and~~tax ~~loans~~benefit ~~from~~depends ~~directors~~on ~~and~~the ~~stockholders~~existence ~~approximated~~of ~~fair~~sufficient ~~value~~taxable ~~due~~income towithin the ~~short-term~~carryforward period ~~nature~~under ~~and~~the ~~maturity~~federal oftax ~~these instruments~~laws.

~~Patent and Intellectual Property~~F-7

~~The~~Changes ~~Company~~in ~~capitalizes~~circumstances, such as the ~~costs~~Company generating ~~associated~~taxable ~~with~~income, ~~obtaining~~could cause a ~~Patent~~change orin ~~other~~judgment ~~intellectual~~about ~~property~~the ~~associated~~realizability ~~with~~of ~~its~~the ~~intended~~related ~~business~~deferred ~~plan~~tax asset. ~~Such~~Any ~~costs~~change in ~~are~~the ~~amortized~~valuation ~~over~~allowance ~~the~~will ~~estimated~~be ~~useful~~included ~~lives~~in income in the year of the ~~related~~change ~~assets~~in estimate.

~~Deferred~~Fair ~~Offering~~Value ~~Costs~~of Financial Instruments

The Company ~~defers~~estimates the ~~direct~~fair ~~incremental~~value ~~costs~~ of ~~raising~~financial instruments ~~capital~~using asthe ~~other~~available ~~assets~~market ~~until~~information ~~such~~and ~~time~~valuation asmethods. ~~the~~Considerable ~~offering~~judgment is ~~completed~~required in estimating fair value. AtAccordingly, the ~~time~~estimates of ~~the~~fair ~~completion~~value may not be indicative of the ~~offering,~~amounts the ~~costs~~Company ~~are~~could ~~charged~~realize ~~against~~in ~~the~~a ~~capital~~current ~~raised~~market exchange. ~~Should~~As of December 31, 2011, the ~~offering~~carrying bevalue ~~terminated~~of accrued liabilities, ~~deferred~~and ~~offering~~loans ~~costs~~from ~~are~~directors ~~charged~~and tostockholders ~~operations~~approximated fair ~~during~~value due to the ~~period~~short-term innature ~~which~~and ~~the~~maturity ~~offering~~of isthese ~~terminated~~instruments.

~~Impairment~~Patent ofand ~~Long-Lived~~Intellectual ~~Assets~~Property

The Company ~~evaluates~~capitalizes the ~~recoverability~~costs ofassociated ~~long-lived~~with obtaining ~~assets~~a ~~and~~Patent ~~the related estimated remaining lives when events~~ or ~~circumstances~~other ~~lead~~intellectual ~~management~~property toassociated ~~believe~~with ~~that~~its ~~the~~intended ~~carrying~~business ~~value~~plan. ofSuch ancosts ~~asset~~are ~~may~~amortized ~~not~~over ~~be recoverable. For~~ the estimated ~~period~~useful ~~ended~~lives ~~December 31, 2010, no events or circumstances occurred for which an evaluation~~ of the ~~recoverability~~related ~~of long-lived~~ assets ~~was required~~.

~~Common~~Deferred ~~Stock~~Offering ~~Registration Expenses~~Costs

The Company ~~considers~~defers the direct incremental costs of ~~and~~raising ~~expenses~~capital ~~related~~as toother ~~the~~assets ~~registration~~until ofsuch ~~equity~~time ~~securities~~as ~~with~~ the ~~SEC,~~offering ~~whether~~is bycompleted. ~~contractual~~At ~~arrangement~~the astime of athe ~~certain~~completion ~~date~~of orthe ~~by demand~~offering, the tocosts beare ~~unrelated~~charged toagainst ~~original~~the ~~issuance~~capital ~~transactions~~raised. AsShould ~~such~~the offering be terminated, ~~subsequent~~deferred ~~registration~~offering costs ~~and~~are ~~expenses~~charged ~~are~~to ~~expensed~~operations during asthe ~~incurred~~period in which the offering is terminated.

~~Estimates~~ Impairment of Long-Lived Assets

The ~~financial~~Company ~~statements~~evaluates ~~are prepared on~~ the ~~basis~~recoverability of ~~accounting~~long-lived assets ~~principles~~and ~~generally accepted in~~ the ~~United~~related ~~States.~~estimated ~~The~~remaining ~~preparation~~lives ofwhen ~~financial~~events ~~statements~~or incircumstances ~~conformity~~lead ~~with generally accepted accounting principles requires~~ management to ~~make~~believe ~~estimates and assumptions~~ that ~~affect~~ the ~~reported~~carrying ~~amounts~~ value of ~~assets~~an ~~and~~asset ~~liabilities~~may asnot ofbe ~~December~~recoverable. ~~31,~~For ~~and expenses for~~ the period ended December 31, ~~2010~~2011, ~~and~~no ~~cumulative~~events ~~from~~or ~~inception.~~circumstances ~~Actual~~occurred ~~results~~for ~~could~~which ~~differ~~an ~~from~~evaluation of ~~those~~the ~~estimates~~recoverability ~~made~~of bylong-lived ~~management~~assets was required.

~~Recent~~Common ~~Accounting~~Stock ~~Pronouncements~~Registration Expenses

InThe ~~April~~Company ~~2010,~~considers ~~the~~incremental ~~FASB~~costs ~~issued~~and ~~ASU~~expenses related ~~No. 2010-17,~~to ~~Revenue Recognition—Milestone Method (ASU 2010-017). ASU 2010-017 provides guidance in applying~~ the ~~milestone~~registration ~~method~~ of ~~revenue~~equity ~~recognition~~securities towith ~~research or development arrangements. This guidance concludes that~~ the ~~milestone~~SEC, ~~method~~whether isby acontractual ~~valid~~arrangement ~~application~~as of ~~the~~a ~~proportional~~certain ~~performance~~date ~~model when applied to research~~ or ~~development~~by ~~arrangements. Accordingly~~demand, to anbe ~~entity~~unrelated ~~can make an accounting policy election~~ to ~~recognize~~original aissuance ~~payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved~~transactions. ~~The~~As ~~guidance~~such, issubsequent ~~effective~~registration ~~for~~costs ~~fiscal years,~~ and ~~interim~~expenses ~~periods~~are ~~within~~expensed ~~those~~as ~~years, beginning on or after June 15, 2010~~incurred. ~~The adoption of this accounting standard had no impact on the Company's financial position or results of operations.~~

~~F-8~~Estimates

InThe ~~February~~financial ~~2010,~~statements ~~the~~are ~~FASB~~prepared ~~issued amended guidance~~ on ~~subsequent~~the ~~events.~~basis of ~~Under~~accounting ~~this~~principles ~~amended~~generally ~~guidance,~~accepted ~~SEC~~in ~~filers~~the ~~are~~United noStates. ~~longer~~The ~~required~~preparation toof ~~disclose~~financial ~~the~~statements ~~date~~in ~~through~~conformity ~~which~~with ~~subsequent~~generally accepted ~~events~~accounting ~~have~~principles ~~been~~requires ~~evaluated~~management into ~~originally~~make ~~issued~~estimates and ~~revised~~assumptions ~~financial~~that ~~statements.~~affect ~~This~~the ~~guidance~~reported ~~was~~amounts ~~effective~~of ~~immediately~~assets, liabilities and ~~the~~expenses. ~~Company~~Actual ~~adopted~~results ~~these~~could ~~new~~differ ~~requirements~~from ~~upon~~those ~~issuance~~estimates ofmade ~~this~~by ~~guidance~~management.

InRecent ~~January 2010, the FASB issued~~ Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations. Pronouncements

In ~~October~~May ~~2009~~2011, the FASB issued ASU ~~No. 2009~~2011-1304, ~~Revenue~~"Fair Value ~~Recognition~~Measurement (Topic ~~605~~820)~~—Multiple-Deliverable Revenue Arrangements~~: aAmendments ~~consensus~~to ofAchieve ~~the~~Common ~~FASB~~Fair ~~Emerging~~Value ~~Issues~~Measurement ~~Task~~and ~~Force~~Disclosure ~~(ASU~~Requirements ~~2009-13)~~in U.S. ~~ASU~~GAAP ~~2009-13~~and International ~~establishes~~Financial aReporting ~~selling-price~~Standards ~~hierarchy~~("IFRSs")." ~~for~~Under ~~determining~~ASU ~~the selling price of each element within a multiple~~2011-~~deliverable arrangement. Specifically~~04, the ~~selling~~guidance ~~price~~amends ~~assigned~~certain toaccounting and ~~each~~disclosure ~~deliverable~~requirements isrelated to befair ~~based~~value onmeasurements ~~vendor-specific~~to ~~objective~~ensure ~~evidence~~that ~~(VSOE)~~fair ifvalue ~~available,~~has ~~third-party~~the ~~evidence,~~same ifmeaning ~~VSOE~~in isU.S. ~~unavailable,~~GAAP and in ~~estimated~~IFRS ~~selling~~and ~~prices~~that iftheir ~~neither~~respective ~~VSOE~~fair orvalue ~~third-party~~measurement ~~evidence is available. In addition, ASU 2009-13 eliminates the residual method of allocating arrangement consideration~~ and ~~instead~~disclosure ~~requires~~requirements ~~allocation~~are ~~using~~ the ~~relative selling price method~~same. ASU ~~2009~~2011-1304 ~~will~~is be effective ~~prospectively~~ for public ~~multiple-deliverable~~entities ~~revenue~~during ~~arrangements~~interim ~~entered~~and ~~into,~~annual orperiods ~~materially~~beginning ~~modified~~after December 15, in2011. ~~fiscal~~Early ~~years~~adoption ~~beginning~~is onnot orpermitted. ~~after~~The ~~June 15,~~Company does ~~2010The~~not believe that the adoption of ~~this~~ASU ~~accounting~~2011-04 ~~standard~~will ~~had~~have noa material impact on the Company's ~~financial position or~~ results of ~~operations.~~operation and financial condition.

~~In August 2009, the FASB issued ASU No. 2009~~F-05, Fair Value Measurements and Disclosures (Topic 820)—Measuring Liabilities at Fair Value (ASU 2009-05). ASU 2009-05 provides guidance in measuring the fair value of a liability when a quoted price in an active market does not exist for an identical liability or when a liability is subject to restrictions on its transfer. ASU 2009-15 was effective for the Company beginning with the quarter ended December 31, 2009. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.8

In June 2011, the FASB issued ASU No. 2011-05, "Comprehensive Income (3ASC Topic 220) ~~Patent~~: ~~Pending~~Presentation of Comprehensive Income," ("ASU 2011-05") which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders' equity. Instead, comprehensive income must be reported in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after Dec. 15, 2011 with early adoption permitted. The Company does not believe that the adoption of ASU 2011-05 will have a material impact on the Company's results of operation and financial condition.

InThere ~~January~~were ~~2008,~~various ~~the~~other ~~Company~~updates ~~entered~~recently ~~into~~issued, most ~~a Assignment Agreement whereby the Company acquired all~~ of ~~the~~which ~~rights,~~represented ~~title~~technical ~~and~~corrections ~~interest~~to in the ~~invention~~accounting ~~known~~literature asor ~~the~~application ~~“Self~~to ~~operated~~specific ~~computerized karaoke recording booth” for consideration~~ industries. None of ~~royalties~~the ~~ranging~~updates ~~from~~are 1%expected to 5%a ~~based~~have ona ~~the~~material ~~net~~impact ~~income~~on of the Company ~~for 30 years from the date of the Company~~'s ~~incorporation.~~financial ~~On February 20~~position, ~~2008~~results ~~the~~of ~~Company~~operations ~~filed~~or ~~PCT~~cash ~~and U~~flows.~~S. patent applications for the invention.~~

(42) ~~Loans~~ Development ~~from~~Stage ~~Related Parties - Directors~~ Activities and ~~Stockholders~~Going Concern

AsThe ofCompany ~~December~~is ~~31,~~currently ~~2010~~in the development stage, and ~~loans~~has ~~from~~limited ~~related~~operations. ~~parties~~The ~~amounted~~business plan of the Company is to ~~$51,426,~~develop ~~and~~a ~~represented~~commercial ~~working~~application ~~capital~~of ~~advances~~a ~~from~~self ~~officers~~operated ~~who~~computerized karaoke ~~are~~recording booth. The Company also ~~stockholders~~intends to obtain approval of its patent application, and manufacture and market the product ~~Company.~~and/or ~~The~~seek ~~loans~~third ~~are~~party ~~unsecured,~~entities ~~non-interest~~interested ~~bearing,~~in licensing the rights to manufacture and ~~due~~market onthe ~~demand~~device.

(In January 2008, the Company entered into a Assignment Agreement whereby the Company acquired all of the rights, title and interest in the invention known as the “Self operated computerized karaoke recording booth” for consideration of royalties ranging from 1% to 5~~) Convertible~~% ~~Notes~~based ~~Payable~~on the net income of the Company for 30 years from the date of the Company's incorporation. On February 20, 2008 the Company filed PCT and U.S. patent applications for the invention.

OnThe ~~July~~Company 7,has ~~2010~~commenced ~~the~~a ~~Company~~capital ~~signed~~formation activity ato ~~$30,000~~submit ~~convertible~~a ~~promissory~~Registration ~~note~~Statement ~~with~~on aForm ~~third~~S-1 ~~party. The~~to ~~note~~the ~~bears~~Securities ~~interest~~and atExchange 8%Commission ~~per~~(“SEC”) ~~annum~~to register and issell ~~due~~in ona ~~April~~self-directed 8offering 14,000,000 ~~2011. The~~(post ~~note~~forward ~~has~~stock ~~conversion~~split) ~~rights~~shares ~~that~~of ~~allow~~newly ~~the~~issued ~~holder~~common stock at an offering price of ~~the~~$0.10 ~~note~~for atproceeds ~~any~~of ~~time~~up to ~~convert~~$200,000. ~~all~~The orRegistration ~~any~~Statement ~~part~~on ofForm S-1 was filed with the ~~remaining~~SEC ~~principal~~on ~~balance~~August ~~into~~12, ~~the~~2008 ~~Company’s~~and ~~common~~declared effective ~~stock~~on atSeptember a8, ~~price~~2008. ~~equal~~The toCompany ~~55%~~has ofissued ~~the~~14,000,000 ~~average~~(post offorward ~~the~~stock ~~lowest~~split) ~~three~~shares ~~trading~~of ~~prices~~common ~~for~~stock pursuant to the ~~Common~~Registration ~~Stock~~Statement ~~during~~on ~~the~~Form ~~most~~S-1, ~~recent~~and ~~ten~~received ~~day~~proceeds ~~period~~of $200,000.

~~F-9~~The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has limited revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of December 31, 2011, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

On(3) Patent September 20, 2010 the Company signed a $27,000 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on June 23, 2011. The note has conversion rights that allow the holder of the note at any time to convert all or any part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period.Pending

In ~~accordance~~January ~~with ASC 470~~2008, the Company ~~has~~entered ~~analyzed~~into ~~the~~a ~~beneficial~~Assignment Agreement ~~nature~~whereby of the ~~conversion~~Company ~~terms~~acquired ~~and~~all ~~determined~~of ~~that~~the arights, ~~beneficial~~title ~~conversion~~and ~~feature~~interest ~~(BCF)~~in ~~exists. The Company calculated~~ the ~~value~~invention ofknown as the ~~BCF~~“Self ~~using~~operated computerized ~~the~~karaoke ~~intrinsic~~recording ~~method~~booth” asfor ~~stipulated~~consideration inof ~~ASC~~royalties ~~470. Based~~ranging onfrom ~~the~~1% ~~stock~~to ~~price~~5% based on the ~~day~~net income of ~~commitment,~~ the Company ~~discount~~for as30 ~~agreed~~years tofrom in the ~~notes,~~date ~~and the number~~ of ~~convertible shares,~~ the ~~BCF~~Company's ~~was~~incorporation. ~~valued~~On atFebruary ~~$46~~20,~~636. The~~ ~~BCF~~2008 ~~has been recorded as a discount to~~ the ~~notes~~Company ~~payable~~filed PCT and toU.S. ~~Additional~~patent ~~Paid-in~~applications for ~~Capital~~the invention.

As of December 31, 2010 the Company has recognized $1,768 in interest expense related to the notes and has amortized $23,963 of the beneficial conversion features which has been recorded as interest expense.F-9

(64) ~~Common~~ Loans ~~Stock~~from Related Parties - Directors and Stockholders

OnAs ~~February~~of 4December 31, ~~2008~~2011, ~~the~~loans ~~Company~~from ~~issued~~related 56parties amounted to $5,~~000~~034,~~000~~ ~~(post~~and ~~forward~~represented ~~stock~~working ~~split)~~capital ~~shares~~advances offrom ~~its~~officers ~~common~~who ~~stock~~are toalso ~~founders~~stockholders of the Company,. ~~some~~The ~~of whom~~ loans are ~~directors~~unsecured, ~~and~~non-interest ~~officers~~bearing, ~~for~~and ~~proceeds~~due ofon ~~$800~~demand.

~~The Company has commenced a capital formation activity to submit a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 14,000,000~~ (~~post forward stock split~~5) Convertible ~~shares~~Notes of newly issued common stock at an offering price of $0.10 per share for proceeds of up to $200,000. The Registration Statement on Form S-1 was filed with the SEC on August 12, 2008 and declared effective on September 8, 2008. The Company has issued 14,000,000 (post forward stock split) shares of common stock pursuant to the Registration Statement on Form S-1, and received proceeds of $200,000. The Company incurred $40,000 of deferred offering costs related to this capital formation activity.Payable

On ~~June~~July 267, ~~2009,~~2010 the Company ~~implemented~~signed a 7$30,000 ~~for 1~~convertible ~~forward~~promissory note ~~stock~~with ~~split~~a onthird ~~its~~party. The ~~issued~~note ~~and~~bears ~~outstanding~~interest ~~shares~~at of8% ~~common~~per ~~stock~~annum toand ~~the~~is ~~holders~~due ofon ~~record~~April ~~as of June 24~~8, ~~2009~~2011. The Asnote ahas ~~result~~conversion rights ofthat allow the ~~split, each~~ holder of ~~record~~the onnote ~~the~~to ~~record~~convert ~~date~~after ~~automatically~~180 ~~received~~days ~~four~~all ~~additional~~or ~~shares~~any part of the remaining principal balance into the Company’s common stock. ~~After~~at ~~the~~a ~~split,~~price ~~the~~equal ~~number~~to 55% of ~~shares~~the average of ~~common~~the ~~stock~~lowest ~~issued~~three ~~and~~trading ~~outstanding~~prices ~~were~~for ~~70,000,000~~the ~~shares.~~Common ~~The~~Stock ~~accompanying~~during the ~~financial~~most ~~statements~~recent ~~and~~ten ~~related~~day ~~notes~~period. ~~thereto~~As ~~have~~of ~~been~~June ~~adjusted~~30, ~~accordingly~~2011 tothis ~~reflect~~note ~~this~~was ~~forward~~converted ~~stock~~to ~~split~~shares.

On ~~May~~September 2620, 2010, the Company ~~issued~~signed a 10$27,000~~,000~~ ~~shares~~convertible ofpromissory ~~its~~note ~~common~~with ~~stock to~~ a ~~Director~~third ~~for~~party. The ~~services~~note ~~valued~~bears interest at ~~$25,000~~8% ~~based~~per annum and is due on June 23, 2011. The note has conversion rights that allow the ~~current~~holder ~~market~~of ~~price~~the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock ~~minus~~at a ~~discount~~price ~~for~~equal to 55% of the ~~restricted~~average of the lowest three trading prices for the Common Stock during the most recent ten day period. As of September 30, 2011 this note was converted to shares.

~~(7) Income~~On ~~Taxes~~January 6, 2011, the Company signed a $35,000 convertible promissory note with a third party. The note bears interest at 8% per annum and is due on October 10, 2011. The note has conversion rights that allow the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices for the Common Stock during the most recent ten day period. As of September 30, 2011 this note was reduced by $14,800 upon conversion of shares.

On April 11, 2011, the Company signed a $32,500 convertible promissory note with a third party. The ~~provision~~note ~~(benefit)~~bears ~~for~~interest ~~income~~at ~~taxes~~8% ~~for~~per ~~the~~annum ~~periods~~and ~~ended~~is ~~December~~due 31on January 18, ~~2010~~2012. The ~~and~~note ~~2009~~has ~~was~~conversion rights asthat ~~follows~~allow ~~(assuming~~the holder of the note to convert after 180 days all or any part of the remaining principal balance into the Company’s common stock at a 23price equal to 55% ~~effective~~of ~~tax~~the ~~rate):~~average of the lowest three trading prices for the Common Stock during the most recent ten day period.

FIn accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) exists. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. The BCF has been recorded as a discount to the notes payable and to Additional Paid-10in Capital.

	2010			2009
Current Tax Provision:
Federal-
Taxable income	$	-		$	-
Total current tax provision	$	-		$	-
Deferred Tax Provision:
Federal-
Loss carryforwards	$	29,170		$	35,608
Change in valuation allowance		(29,170	)		(35,608	)
Total deferred tax provision	$	-		$	-

As of December 31, 2011, the balance of convertible notes payable is $52,700 net of unamortized discounts of $1,738.

~~The~~For the year ended December 31, 2011 the Company ~~had~~recognized ~~deferred~~$5,940 ~~income~~in ~~tax~~interest ~~assets~~expense asrelated ofto ~~December~~the 31notes and has amortized $76,162 of ~~2010~~the ~~and~~beneficial ~~2009~~conversion features which has been recorded as ~~follows:~~interest expense.

	2010			2009
Loss carryforwards	$	74,434		$	39,753
Amortization of beneficial conversion feature		(5,511	)		-
Less - Valuation allowance		(68,922	)		(39,753	)
Total net deferred tax assets	$	-		$	-

(6) Common Stock

~~The~~On ~~Company~~February ~~provided~~4, a2008, ~~valuation~~the ~~allowance~~Company ~~equal~~issued to56,000,000 (post ~~the~~forward ~~deferred~~stock ~~income~~split) ~~tax~~shares ~~assets~~of ~~for~~its ~~the~~common ~~periods~~stock ~~ended~~to ~~December~~founders ~~31,~~of ~~2010~~the ~~and 2009~~Company, ~~because~~some itof iswhom ~~not~~are ~~presently~~directors ~~known~~and ~~whether~~officers, ~~future~~for proceeds ~~taxable~~of ~~income will be sufficient to utilize the loss carryforwards~~$800.

AsThe ofCompany ~~December~~has 31commenced a capital formation activity to submit a Registration Statement on Form S-1 to the SEC to register and sell in a self-directed offering 14,000,000 (post ~~2010~~forward stock split) shares of newly issued common stock at an offering price of $0.10 per share for proceeds of up to $200,000. The Registration Statement on Form S-1 was filed with the SEC on August 12, 2008 and declared effective on September 8, 2008. The Company ~~had~~has ~~approximately~~issued ~~$300~~14,000,000 in(post ~~tax~~forward ~~loss~~stock ~~carryforwards~~split) ~~that~~shares ~~can~~of becommon ~~utilized~~stock inpursuant ~~future~~to ~~periods~~the toRegistration ~~reduce~~Statement ~~taxable~~on ~~income~~Form S-1, and ~~expire~~received inproceeds ~~the~~of ~~year~~$200,000. ~~2030~~The Company incurred $40,000 of deferred offering costs related to this capital formation activity.

The Company did not identify any material uncertain tax positions on returns that have been filed or that will be filed. The Company did not recognize any interest or penalties for unrecognized tax benefits during the years ended December 31, 2010 and 2009.F-10

~~The~~On June 26, 2009, the Company ~~has~~implemented ~~filed~~a ~~income~~7 for 1 ~~tax~~forward ~~returns~~stock insplit on its issued and outstanding shares of common stock to the ~~United~~holders ~~States~~of record as of June 24, 2009. As ~~All~~a ~~tax~~result ~~years~~of ~~are~~the ~~closed~~split, byeach ~~expiration~~holder of record on the ~~statute~~record date automatically received six additional shares of ~~limitations~~the Company’s common stock. ~~The~~After ~~years~~the ~~ended~~split, ~~December~~the 31number of shares of common stock issued and outstanding were 70,000,000 ~~2010~~shares. The accompanying financial statements and ~~2009~~related ~~are~~notes ~~open~~thereto ~~for~~have ~~examination~~been adjusted accordingly to reflect this forward stock split.

~~(8) Related~~On ~~Party~~May ~~Transactions~~26, 2010, the Company issued 10,000,000 shares of its common stock to a Director for services valued at $25,000 based on the current market price of the stock minus a discount for the restricted trading.

AsOn ~~described~~February in25, ~~Note 4~~2011, asthe ofCompany ~~December~~issued 3112, ~~2010~~000,000 shares ~~the~~of ~~Company~~its ~~owed~~common ~~$51,426~~stock to ~~directors,~~Directors ~~officers~~for repayment of loans of $49,000 ~~and~~based ~~principal~~on ~~stockholders~~the current market price of the ~~Company~~stock minus a discount for ~~working~~the ~~capital~~restricted ~~loans~~trading.

On ~~February~~August 426, ~~2008~~2011, the Company issued 19180,~~040~~000,000 shares ~~(post~~of ~~forward~~its common stock ~~split)~~to ~~shares~~Directors offor ~~common~~services ~~stock~~valued toat ~~directors~~$108,000 based on the current market price of the ~~Company,~~stock minus a discount for ~~$272~~the restricted trading.

AsOn ~~described~~September ~~in Note 6~~8, ~~on May 26~~2011, ~~2010,~~ the Company issued 1030,000,000 shares of its common stock ~~to a Director~~ for services valued at $25,~~000~~500 based on the current market price of the stock minus a discount for the restricted trading.

From ~~inception~~January ~~through~~1, 2011 to December 31, ~~2010~~2011, the Company ~~paid~~issued ~~consulting~~74,159,974 ~~fees~~shares inof ~~the~~its ~~amount~~common ofstock valued at $3977,~~737~~237 to aretire ~~director~~convertible debt and ~~officer~~accrued interest of ~~the Company~~$5,437.

~~(8) Commitments~~On October 7, 2011, the Company filed a certificate of amendment of certificate of incorporation with the state of Delaware to increase the amount of authorized common stock to 1,000,000,000 shares.

~~On June 15, 2008, the Company entered into a Transfer Agent and Registrar Agreement with Nevada Agency and Trust Company~~ (~~"NATCO"~~7). Income ~~Under the Agreement, the Company agreed to pay to NATCO an annual fee of $1,500 for the first year and $1,800 for every year thereafter. NATCO will act as the Company’s transfer agent and registrar.~~Taxes

~~F-11~~The provision (benefit) for income taxes for the periods ended December 31, 2011 and 2010 was as follows (assuming a 23% effective tax rate):

As described in Note 3, in January 2008, the Company entered into a Assignment Agreement whereby the Company acquired all of the rights, title and interest in the invention known as the “Self operated computerized karaoke recording booth” for consideration of royalties ranging from 1% to 5% based on the net income of the Company for 30 years from the date of the Company's incorporation.

	2011			2010

Current Tax Provision:
Federal-
Taxable income	$	-		$	-

Total current tax provision	$	-		$	-

Deferred Tax Provision:
Federal-
Loss carryforwards	$	70,206		$	34,681
Nondeductible interest expense		(17,517	)		(5,511	)
Change in valuation allowance		(52,689	)		(29,170	)

Total deferred tax provision	$	-		$	-

~~(9) Concentration of Credit Risk~~F-11

The Company’s ~~cash~~had ~~and~~deferred ~~cash~~income ~~equivalents~~tax ~~are~~assets ~~invested in~~as of ~~a major~~December ~~bank~~31, ~~in Israel~~2011 and ~~are not~~2010 ~~insured.~~as ~~Management believes that the financial institution that holds the Company’s investments is financially sound and accordingly, minimal credit risk exists with respect to these investments.~~follows:

(10) Reclassifications

	2010			2010

Loss carryforwards	$	121,611		$	68,922
Less - Valuation allowance		(121,611	)		(68,922	)

Total net deferred tax assets	$	-		$	-

~~Certain~~The ~~amounts~~Company ~~have~~provided ~~been~~a ~~reclassified~~valuation inallowance equal to the ~~presentation~~deferred ofincome tax assets for the ~~prior~~periods ~~period~~ended ~~statement~~December of31, ~~operations~~2011 toand ~~conform~~December to31, ~~the~~2010, ~~presentation~~because init is not presently known whether future taxable income will be sufficient to utilize the ~~current~~loss ~~period~~carryforwards.

~~(11) Subsequent~~As ~~Events~~of December 31, 2011, the Company had approximately $529,000 in tax loss carryforwards that can be utilized in future periods to reduce taxable income, and expire in the year 2031.

OnThe ~~January 6, 2011, the~~ Company ~~signed~~did anot ~~$35,000~~identify ~~convertible~~any ~~promissory~~material ~~note~~uncertain ~~with~~tax ~~a third party~~positions. The ~~note~~Company ~~bears~~did ~~interest~~not atrecognize ~~8% per annum and is due on October 10, 2011. The note has conversion rights that allow the holder of the note at~~ any ~~time~~interest ~~to convert all~~ or ~~any~~penalties ~~part of the remaining principal balance into the Company’s common stock at a price equal to 55% of the average of the lowest three trading prices~~ for ~~the~~unrecognized ~~Common~~tax ~~Stock during the most recent ten day period~~benefits.

~~F-12~~The Company has filed income tax returns in the United States. All tax years are closed by expiration of the statute of limitations.

~~Item~~ (8~~. Changes~~) Related inParty ~~and Disagreements With Accountants on Accounting and Financial Disclosure.~~Transactions

~~None~~As described in Note 3, as of December 31, 2011, the Company owed $5,034 to directors, officers, and principal stockholders of the Company for working capital loans.

~~Item~~On 8AFebruary 4, 2008, the Company issued 19,040,000 (Tpost forward stock split)~~. Controls~~ ~~and~~shares ~~Procedures~~of common stock to directors of the Company, for $272.

~~EVALUATION~~As OFdescribed ~~DISCLOSURE~~in ~~CONTROLS~~Note ~~AND~~5, ~~PROCEDURES~~on May 26, 2010, the Company issued 10,000,000 shares of its common stock to a Director for services valued at $25,000.

WeOn ~~are~~February ~~required to maintain disclosure controls and procedures~~25, ~~as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934~~2011, ~~that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within~~ the ~~time~~Company ~~periods~~issued ~~specified in the SEC rules and forms~~12, ~~and that such information is accumulated and communicated to our management~~000,000 shares ~~including~~of ~~our~~its ~~CEO~~common ~~and~~stock ~~Internal Accounting Officer ,~~ to ~~allow~~Directors ~~timely~~for ~~decisions~~repayment ~~regarding~~of ~~required~~loans ~~disclosure. As~~ of ~~December 31 2009 we conducted an evaluation~~$49,000 ~~under~~based ~~the~~on ~~supervision, and with~~ the ~~participation~~current ofmarket ~~our~~price ~~CEO and INTERNAL ACCOUNTING OFFICER ,~~ of the ~~effectiveness~~stock ~~of the design and operation of our disclosure controls and procedures. Based on this evaluation, our CEO and INTERNAL~~minus ~~ACCOUNTING~~a ~~OFFICER~~discount ~~concluded~~for ~~that~~the ~~our~~restricted ~~disclosure controls and procedures were effective~~trading.

~~Management~~On ~~does~~August ~~not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control system~~26, ~~no matter how well conceived and operated~~2011, ~~can provide only reasonable, not absolute, assurance that~~ the ~~objectives~~Company ofissued ~~the control system are met. Further~~180, ~~the design of a control system must reflect the fact that there are resource constraints~~000,000 shares ~~and the benefits~~ of ~~controls~~its ~~must~~common bestock ~~considered relative~~ to ~~their~~Directors ~~costs.~~for ~~Because~~services ofvalued ~~the~~at ~~inherent limitations in all control systems~~$108,000 nobased ~~evaluation~~on ofthe ~~controls~~current ~~can~~market ~~provide~~price ~~absolute assurance that all control issues and instances~~ of ~~fraud, if any, within~~ the ~~Company~~stock ~~have~~minus ~~been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of~~ a ~~simple error or~~ ~~mistake.~~discount ~~Additionally,~~for ~~controls can be circumvented by~~ the ~~individual~~restricted ~~acts of some persons, by collusion of two or more people, or by management or board override of the control~~trading.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.(9) Commitments

~~MANAGEMENT'S~~On ~~REPORT~~June ON15, ~~INTERNAL~~2008, ~~CONTROL~~the ~~OVER~~Company ~~FINANCIAL~~entered ~~REPORTING~~into a Transfer Agent and Registrar Agreement with Nevada Agency and Trust Company ("NATCO"). Under the Agreement, the Company agreed to pay to NATCO an annual fee of $1,500 for the first year and $1,800 for every year thereafter. NATCO will act as the Company’s transfer agent and registrar.

~~Our~~As ~~management~~described isin ~~responsible~~Note ~~for~~3, ~~establishing~~in ~~and~~January ~~maintaining~~2008, ~~adequate~~the ~~internal~~Company entered ~~control~~into ~~over~~a ~~financial~~Assignment ~~reporting.~~Agreement ~~Internal~~whereby ~~control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under~~ the ~~Securities~~Company ~~Exchange~~acquired ~~Act~~all of ~~1934~~the asrights, atitle ~~process~~and ~~designed~~interest ~~by,~~in ~~or under~~ the ~~supervision~~invention ~~of,~~known as the ~~company's~~“Self ~~CEO~~operated ~~and~~computerized ~~INTERNAL~~karaoke ~~ACCOUNTING~~recording ~~OFFICER~~booth” ~~and~~for ~~effected~~consideration ~~by the company's board~~ of ~~directors,~~royalties ~~management~~ranging ~~and~~from ~~other~~1% ~~personnel,~~ to ~~provide~~5% ~~reasonable~~based on ~~assurance regarding~~ the ~~reliability~~net income of ~~financial reporting and~~ the ~~preparation~~Company ~~of financial statements~~ for ~~external~~30 ~~purposes~~years infrom ~~accordance with accounting principles generally accepted in~~ the ~~United~~date ~~States~~ of ~~America~~the ~~and~~Company's ~~includes those policies and procedures that:~~incorporation.

*(10) Concentration ~~Pertain to the maintenance~~ of ~~records~~Credit ~~that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;~~Risk

*The ~~Provide~~Company’s ~~reasonable~~cash ~~assurance~~and ~~that~~cash ~~transactions~~ equivalents are ~~recorded~~invested in asa major ~~necessary~~bank ~~to permit preparation of financial statements~~ in Israel ~~accordance~~and ~~with~~are not ~~accounting~~insured. ~~principles~~Management ~~generally~~believes ~~accepted~~that in the ~~United~~financial ~~States of America and~~ institution that ~~receipts~~holds ~~and expenditures of~~ the ~~company~~Company’s ~~are~~investments ~~being~~is ~~made~~financially ~~only~~sound inand ~~accordance~~accordingly, ~~with~~minimal ~~authorizations~~credit ofrisk ~~management~~exists ~~and~~with ~~directors~~respect ofto ~~the company; and~~these investments.

F-12

*Item ~~Provide~~9. ~~reasonable~~Changes ~~assurance~~in ~~regarding~~and ~~prevention~~Disagreements orWith ~~timely~~Accountants ~~detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect~~ on ~~the~~Accounting ~~financial~~and ~~statements~~Financial Disclosure.

~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements~~None. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

AsItem of December 31 2010 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission 9A(~~“COSO”~~T) ~~and SEC guidance on conducting such assessments~~. Controls ~~Based on that evaluation, they concluded that, during the period covered by this report, such internal controls~~ and ~~procedures were effective~~ Procedures.

~~Attestation~~EVALUATION ~~report~~OF ofDISCLOSURE ~~the~~CONTROLS ~~registered~~AND ~~public accounting firm~~PROCEDURES

~~This~~We ~~annual~~are ~~report~~required ~~does~~to ~~not~~maintain ~~include~~disclosure ancontrols ~~attestation~~and ~~report~~procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the ~~Company's~~time ~~registered~~periods ~~public~~specified in ~~accounting~~the ~~firm~~SEC ~~regarding~~rules ~~internal~~and ~~control~~forms, ~~over~~and ~~financial~~that ~~reporting.~~such ~~Management's~~information ~~report~~is ~~was~~accumulated ~~not~~and ~~subject~~communicated to ~~attestation~~our bymanagement, ~~the~~including ~~Company's~~our ~~registered~~CEO ~~public~~and Internal ~~accounting~~Accounting ~~firm~~Officer ~~pursuant~~, to ~~temporary~~allow ~~rules~~timely decisions regarding required disclosure. As of December 31 2009 we conducted an evaluation, under the ~~Securities~~supervision, and ~~Exchange~~with ~~Commission~~the ~~that~~participation ~~permit~~of our CEO and INTERNAL ACCOUNTING OFFICER , of the ~~company~~effectiveness toof ~~provide~~the ~~only~~design and ~~management's~~operation ~~report~~of inour disclosure controls and procedures. Based on this ~~annual~~evaluation, ~~report~~our CEO and INTERNAL ACCOUNTING OFFICER concluded that our disclosure controls and procedures were effective.

~~Changes~~Management indoes not expect that our Disclosure Controls and internal controls will prevent all errors and all fraud. A control ~~over~~system, ~~financial~~no ~~reporting~~matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered 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, within the 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 a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

~~During~~The design of any system of controls also is based in part upon certain assumptions about the ~~year~~likelihood ~~ended~~of ~~December~~future 31events, ~~2010,~~and there ~~was~~can be no ~~change~~assurance that any design will succeed in ~~our~~achieving its ~~internal~~stated ~~control~~goals under all potential future conditions; over ~~financial~~time, ~~reporting~~controls ~~that~~may ~~has~~become ~~materially~~inadequate ~~affected~~because of changes in conditions, or the degree of compliance with the policies or isprocedures ~~reasonably~~may ~~likely~~deteriorate. toBecause ~~materially~~of ~~affect~~the ~~our~~inherent ~~internal~~limitations in a cost-effective control ~~over~~system, ~~financial~~misstatements ~~reporting~~due to error or fraud may occur and not be detected.

~~Item~~MANAGEMENT'S ~~8B. Other~~REPORT ~~Information.~~ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~None~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's CEO and INTERNAL ACCOUNTING OFFICER and effected by the company'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 accounting principles generally accepted in the United States of America and includes those policies and procedures that:

13* Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

~~PART~~* ~~III~~Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

~~Item 9. Directors, Executive Officers and Corporate Governance.~~13

~~Directors~~* ~~and~~Provide ~~Executive~~reasonable ~~Officers~~assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

~~The~~Because ~~following~~of ~~table~~its ~~sets~~inherent ~~forth~~limitations, ~~certain~~internal ~~information~~control ~~regarding~~over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the ~~members~~risk that controls may become inadequate because of ~~our~~changes ~~Board~~in conditions, or that the degree of ~~Directors~~compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and ~~our~~presentation. ~~executive~~Because ~~officers:~~of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~Positions~~As of December 31 2011 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and ~~Offices~~SEC ~~Held~~guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were effective .

Danny Elbaz		58		President and Director
Eran Gronich		38		Secretary and Director and Principal Financial and Accounting Officer

Attestation report of the registered public accounting firm

~~Our~~This ~~Directors~~annual ~~hold~~report ~~office~~does ~~until~~not ~~the~~include ~~next~~an ~~annual~~attestation ~~meeting~~ report of ~~our~~the ~~stockholders~~Company's orregistered ~~until~~public ~~their~~accounting ~~successors~~firm ~~are~~regarding ~~duly~~internal ~~elected~~control ~~and~~over ~~qualified~~financial reporting. ~~Set~~Management's ~~forth~~report ~~below~~was not issubject ato ~~summary~~attestation ~~description~~by of the ~~principal~~Company's ~~occupation~~registered ~~and~~public ~~business~~accounting ~~experience~~firm ofpursuant ~~each~~to temporary rules of ~~our~~the ~~Directors~~Securities and Exchange ~~executive~~Commission ~~officers~~that ~~for~~permit atthe ~~least~~company ~~the~~to ~~last~~provide ~~five~~only ~~years~~management's report in this annual report.

~~Danny~~Changes ~~Elbaz has been our President and Director since the Company’s inception~~ in ~~September~~internal ~~25,~~control ~~2007~~over ~~and~~financial began as of January 1, 2008 to oversee daily operation when the company began actual operations. He is a seasoned entrepreneur, a proven leader, and team player. With more than 20 years in the Hi-Tech industry Danny has experience in management, international sales, and marketing. He is among founders of NMC. Currently Mr. Elbaz is serving as a CEO and Executive Partner for two High-Tech companies, tracing new patents and technologies. Prior to that, in 1995 he founded Harmonic Data Systems Ltd., where he led the strategy to position the company. His time at Digital (DEC) Israel, 1989 through 1995, and Cosmic, Ltd., 1980 through 1988, honed his management skills while he developed his successful marketing and sales techniques. The Company believes that Mr Elbaz’s experience and managerial skills will help the Company from its development stage, production and finally manufacturing and sales stages.reporting

~~Eran~~During ~~Gronich has served as our Secretary and Director and Principal Accounting Officer since September 25, 2007. Currently he is~~ the ~~CEO~~year ofended ~~Alefo~~December ~~Interactive Ltd.~~31, ~~creator of an online~~2011, ~~web-based~~there application that allows people to create personal homepages easily and efficiently without the need for any programming knowledge or web development expertise. Previously, in 2004 he founded IdeaPlus and was ~~Director~~no ~~of Business Development. From 2001 until 2003 Mr. Gronich managed the North American sales for DayaGem. In 2000 he founded PyroPro and stayed on as the CEO. Mr. Gronich holds an MBA~~ change in ~~Finance~~our ~~and~~internal ~~Investing~~control ~~and~~over ~~a BA in Marketing. Mr Gronich’s administrative responsibilities and his~~ financial ~~educational~~reporting ~~background~~that ~~offers~~has ~~the~~materially ~~Company~~affected, ~~impressive~~or ~~skills~~is inreasonably ~~the~~likely ~~tasks~~to asmaterially ~~Principal~~affect ~~Accounting Officer,~~our ~~Director,~~internal ~~and~~control ~~Secretary~~over financial reporting.

14Item 9B. Other Information.

~~There~~ On ~~are~~February no14 ~~familial~~2012 ~~relationships~~the Directors, ~~among~~also ~~any~~the ofmajority ~~our~~shareholders ~~directors or officers. None~~ of ~~our~~the ~~directors~~company ordeclared ~~officers is~~ a ~~director~~reverse insplit ~~any~~of ~~other~~500-1 ~~U.S. reporting companies. None~~ of ~~our~~the ~~directors~~outstanding orcommon ~~officers~~stock ~~has~~of the ~~been affiliated with any~~ company. ~~that~~The ~~has~~reverse ~~filed~~split ~~for~~was ~~bankruptcy~~effective ~~within~~March ~~the~~6 ~~last five years~~2012. The ~~Company~~outstanding iscommon ~~not~~stock ~~aware~~was ofreduced ~~any~~from ~~proceedings~~659,431,870 to ~~which any of the Company’s officers or directors~~1, ~~or any associate of any such officer or director~~318,863. The isauthorized ashares ~~party~~was ~~adverse~~not ~~to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries~~changed.

Each director of the Company serves for a term of one year or until the successor is elected at the Company's annual shareholders' meeting and is qualified, subject to removal by the Company's shareholders. Each officer serves, at the pleasure of the Board of Directors, for a term of one year and until the successor is elected at the annual meeting of the Board of Directors and is qualified.14

~~Section~~PART ~~16(a) Beneficial Ownership Reporting Compliance~~III

~~Section~~Item 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company10. ~~We believe~~Directors, ~~based~~Executive ~~solely~~Officers onand ~~our~~Corporate ~~review of the copies of such forms, that during the fiscal year ended December 31, 2010, all reporting persons complied with all applicable Section 16(a) filing requirements~~Governance.

~~Auditors~~Directors and Executive Officers

~~Weinbberg~~The ~~and~~following ~~Baer CPA~~table ,sets anforth ~~independent~~certain ~~registered~~information ~~public~~regarding two ~~accounting~~of ~~firm,~~the ismembers of our ~~auditor.~~Board of Directors and our executive officers:

WePositions ~~do not currently have a Code of Ethics applicable to our principal executive, financial~~ and ~~accounting~~Offices ~~officers. We do not have a “financial expert” on the board or an audit committee or nominating committee.~~Held

Potential Conflicts of Interest

George Ivakhnick

President and Director

Ruth Katz

Secretary and Director and Principal

Financial and Accounting Officer

~~Since~~Our weDirectors dohold ~~not~~office ~~have~~until anthe next ~~audit~~annual ormeeting ~~compensation committee comprised~~ of ~~independent~~our ~~directors,~~stockholders ~~the~~or ~~functions~~until ~~that~~their ~~would~~successors ~~have been performed by such committees~~ are ~~performed~~duly byelected ~~our~~and ~~directors~~qualified. ~~The~~Set ~~Board~~forth ofbelow ~~Directors~~is ~~has not established an audit committee and does not have an audit committee financial expert, nor has the Board established~~ a ~~nominating~~summary description ~~committee. The Board is~~ of the ~~opinion~~principal ~~that~~occupation ~~such committees are not necessary since the Company has only two directors,~~ and tobusiness ~~date,~~experience ~~such directors have been performing the functions~~ of ~~such~~each ~~committees. Thus, there is a potential conflict~~ of ~~interest in that~~ our ~~directors~~Directors and executive officers ~~have~~for ~~the~~at ~~authority~~least ~~to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of~~the ~~interest~~last ~~with~~five ~~any of our executive officers or directors~~years.

~~Involvement~~Mr inGeorge ~~Certain Legal Proceedings~~Ivakhnik

~~There~~Mr. ~~are~~George noIvakhnik, ~~legal~~33, ~~proceedings~~Chief ~~that~~Executive Officer ~~have~~and ~~occurred~~Chairman ~~within~~of the ~~past~~Board, ~~five~~has public and private company expertise. His predominant responsibilities include: portfolio asset management, portfolio allocation, capital formation, limiting portfolio risk exposure and maximizing investment returns for investors. Mr. Ivakhnik‟s background includes service as registered representative of national investment banks, including Advanced Equities, where he performed financial services for top Silicon Valley VC‟s, New Enterprise Associates, Kleiner Perkins Caufield & Byers, Benchmark Capital, and Sequoia Capital. Mr. Ivakhnik also has over 10 years ~~concerning~~real ~~our~~estate ~~directors~~capital markets experience as vice president of PRM Realty Group, ora ~~control~~3-billion ~~persons~~dollar ~~which~~Chicago-based ~~involved~~exotic value-added real estate developer. Mr. Ivakhnik‟s financial duties included launching a ~~criminal~~capital ~~conviction~~markets division for the purpose of executing high-end development opportunities. While at PRM and continuing thereafter, aMr. ~~criminal~~Ivakhnik ~~proceeding~~performed capital formation duties for west coast mortgage-backed pools (“Private Money Lenders”). After working at Advanced Equities, anMr. ~~administrative~~Ivakhnik orregistered ~~civil~~with ~~proceeding~~1st ~~limiting~~Bridgehouse ~~one's~~Securities, where ~~participation~~he inexecuted FDIC, DeNovo Banking IPO strategies. Most recently, Mr. Ivakhnik has spearheaded the ~~securities~~acquisition orand ~~banking~~implementation franchising ~~industries~~opportunities of U.S. based socially responsible companies. Mr. Ivakhnik‟s office is located in Beverly Hills, California. orMr. Ivakhnik holds a ~~finding~~Series of7 and 66 securities orLicense, ~~commodities~~CRD# ~~law~~3140650 ~~violations~~(Not Registered) and attended Metropolitan University of Denver, Colorado.

~~Item~~Mrs ~~10. Executive~~Ruth ~~Compensation.~~Katz

~~Summary~~Mrs ~~Compensation~~Ruth Katz has been the Accounting Officer , Secretary , and Director since May 2011 . Mrs Ruth Katz has studied and received her BA in Accounting and Information Systems from Lustig University in Israel ( from the years 2006-2010 ) . She works as a controller for OTC Equities Ltd in Israel a Business consulting Co involved in corporate consulting and CFO financial services including reverse mergers .

~~Since~~There ~~our~~are ~~incorporation~~no ,familial werelationships ~~have paid~~among ~~$39,737~~any toof ~~one~~our directors or officers. None of our ~~Directors~~ directors or officers is a director in ~~consideration~~any ~~for~~other ~~their~~U.S. ~~services~~reporting ~~rendered~~companies. toNone of our ~~Company~~directors inor ~~their~~officers has ~~capacity~~been asaffiliated ~~such~~with any company that has filed for bankruptcy within the last five years. We ~~have~~The noCompany ~~employment~~is ~~agreements~~not ~~with~~aware of any proceedings to which any of ~~our~~the ~~Directors~~Company’s officers or ~~executive~~directors, ~~officers. We~~or ~~have~~any noassociate ~~pension,~~of ~~health,~~any ~~annuity,~~such ~~bonus,~~officer ~~insurance~~or director, ~~stock~~is ~~options,~~a ~~profit~~party adverse ~~sharing~~to the Company or ~~similar~~any ~~benefit~~of ~~plans~~the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

~~Since~~Each ~~our~~director ~~incorporation~~of ,the noCompany ~~stock~~serves ~~options~~for a term of one year or ~~stock~~until ~~appreciation~~the ~~rights~~successor ~~were~~is ~~granted~~elected at the Company's annual shareholders' meeting and is qualified, subject to ~~any~~removal by the Company's shareholders. Each officer serves, at the pleasure of ~~our~~the Board of Directors, orfor ~~executive~~a ~~officers. We~~term ~~have~~of noone ~~long-term~~year ~~equity~~and ~~incentive~~until ~~plans~~the successor is elected at the annual meeting of the Board of Directors and is qualified.

~~The~~Section ~~Company issued 10,000,000 shares valued at $25,000 to~~ 16(a) ~~Director~~Beneficial ~~for~~Ownership ~~services~~Reporting ~~in 2010.~~Compliance

~~Outstanding~~Section ~~Equity~~16(a) ~~Awards~~of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company's equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. We believe, based solely on our review of the copies of such forms, that during the fiscal year ended December 31, 2011, all reporting persons complied with all applicable Section 16(a) filing requirements.

~~None of our Directors or executive officers holds unexercised options, stock that has not vested, or equity incentive plan awards.~~Auditors

~~Compensation~~Weinbberg ofand ~~Directors~~Baer CPA , an independent registered public accounting firm, is our auditor.

~~Since~~We ~~our~~do ~~incorporation~~not ,currently nohave ~~compensation~~a ~~has~~Code ~~been~~of ~~paid~~Ethics applicable to ~~any~~our principal ofexecutive, ~~our~~financial ~~Directors~~and ~~other~~accounting ~~than~~officers. ~~mentioned~~We ~~above in~~do ~~consideration~~not ~~for~~have ~~their~~a ~~services~~“financial ~~rendered~~expert” inon ~~their~~the ~~capacity~~board asor ~~directors~~an audit committee or nominating committee.

~~Item~~Potential ~~11. Security~~Conflicts ~~Ownership~~ of ~~Certain Beneficial Owners and Management and Related Stockholder Matters.~~Interest

~~The~~Since ~~following~~we ~~table~~do ~~lists,~~not ashave ofan ~~March 16,~~audit ~~2010,~~or ~~the~~compensation ~~number~~committee comprised of ~~shares~~independent ofdirectors, ~~common~~the ~~stock~~functions ~~of our Company~~ that ~~are~~would ~~beneficially~~have ~~owned~~been performed by ~~(i)~~such ~~each~~committees ~~person~~are orperformed ~~entity~~by ~~known to~~ our ~~Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and~~ directors ~~as a group~~. ~~Information~~The ~~relating to beneficial ownership~~ Board of ~~common~~Directors ~~stock~~has bynot ~~our~~established ~~principal~~an ~~shareholders~~audit committee and ~~management~~does isnot ~~based~~have ~~upon~~an ~~information~~audit ~~furnished~~committee byfinancial ~~each~~expert, ~~person~~nor ~~using~~has ~~“beneficial ownership” concepts under~~ the ~~rules~~Board ofestablished a ~~the~~nominating ~~Securities and Exchange Commission~~committee. ~~Under~~The ~~these~~Board ~~rules, a person~~ is ~~deemed to be a beneficial owner~~ of athe ~~security~~opinion if that ~~person~~such ~~has~~committees orare ~~shares~~not ~~voting~~necessary ~~power,~~since ~~which includes~~ the ~~power~~Company tohas ~~vote~~only ortwo ~~direct the voting of the security~~directors, or ~~investment~~and ~~power~~to date, ~~which~~such ~~includes~~directors ~~the~~have ~~power~~been toperforming ~~vote or direct~~ the ~~voting~~functions of ~~the~~such ~~security~~committees. ~~The~~Thus, ~~person~~there is ~~also deemed to be~~ a ~~beneficial~~potential ~~owner~~conflict of ~~any~~interest in ~~security of which~~ that ~~person~~our ~~has~~directors aand ~~right~~officers tohave ~~acquire beneficial ownership within 60 days. Under~~ the ~~Securities~~authority ~~and Exchange Commission rules, more than one person may be deemed~~ to bedetermine aissues ~~beneficial~~concerning ~~owner~~management ofcompensation, ~~the same securities~~nominations, and audit aissues ~~person~~that may beaffect ~~deemed~~management todecisions. beWe aare ~~beneficial~~not ~~owner~~aware of ~~securities~~any asother toconflicts ~~which~~of heinterest orwith ~~she may not have~~ any ~~pecuniary~~of ~~beneficial~~our ~~interest.~~executive officers ~~Except~~or ~~as noted below, each person has sole voting and investment power~~directors.

~~The~~Involvement ~~percentages~~in ~~below~~Certain ~~are~~Legal calculated based on ____________ shares of our common stock issued and outstanding as of March 23, 2011. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.Proceedings

16There are no legal proceedings that have occurred within the past five years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Name and Address of Beneficial Owner	Number of Shares of Common Stock Beneficially Owned or Right to Direct Vote (1)		Percent of Common Stock Beneficially Owned or Right to Direct Vote
Elbaz, Danny		11,200,000		11.50	%
Gronich, Eran		17,840,000		18.33	%
Lavi Krasney		6,000,000		6.00	%
Resheff, Benjamin		11,200,000		11.50	%
Zwebner, Asher		6,000,000		6.00	%

~~(1)~~Item ~~Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities~~11. InExecutive accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrantCompensation. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

~~Item~~Summary ~~12. Certain Relationships and Related Transactions, and Director Independence.~~Compensation

~~Other~~We ~~than the transactions discussed below, we~~ have ~~not~~no ~~entered~~employment ~~into~~agreements with any ~~transaction~~of ~~nor~~our ~~are~~Directors ~~there~~or ~~any~~executive ~~proposed~~officers. We ~~transactions~~have inno ~~which~~pension, ~~our~~health, ~~Director~~annuity, ~~executive officer~~bonus, ~~stockholders~~insurance, orstock ~~any~~options, ~~member~~profit sharing ~~of the immediate family of the foregoing had~~ or issimilar tobenefit ~~have a direct or indirect material interest~~plans.

AsSince ofour ~~December~~incorporation 31, ~~2010,~~no ~~the~~stock ~~Company~~options or ~~owed~~stock appreciation rights were granted to any of our Directors /or ~~Stockholders~~executive officers. ofWe ~~the~~have ~~Company~~no ~~$51,426~~long-term equity incentive plans.

The Company issued 10180,000,000 shares valued at $25108,000 to atwo ~~Director~~Directors for services in ~~2010~~2011.

~~Since~~Outstanding ~~our~~Equity ~~incorporation , we have paid $39,737 to one of our Directors in consideration for their services rendered to our Company in their capacity as such.~~Awards

17None of our Directors or executive officers holds unexercised options, stock that has not vested, or equity incentive plan awards.

~~Director~~Compensation ~~Independence~~of Directors

WeSince ~~are~~our ~~not~~incorporation ~~subject to listing requirements of any national securities exchange or national securities association and~~, asno acompensation has ~~result,~~been wepaid ~~are not at this time required~~ to ~~have our board comprised of a majority of “independent directors.” We do not believe that~~ any of our ~~directors~~Directors ~~currently~~other ~~meet~~than ~~the~~mentioned ~~definition~~above in ofconsideration ~~“independent”~~for astheir ~~promulgated~~services byrendered ~~the~~in ~~rules~~their capacity ~~and~~as ~~regulations of the American Stock Exchange~~directors.

Item 1312. ~~Principal~~ ~~Accounting~~Security ~~Fees~~Ownership of Certain Beneficial Owners and ~~Services~~Management and Related Stockholder Matters.

~~Our~~The following table lists, as of December 31, 2011, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal ~~independent~~shareholders ~~accountant~~and management is ~~Alan~~based ~~Weinberg~~upon ~~CPA~~information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. ~~Their~~Under ~~pre-approved~~these ~~fees~~rules, ~~billed~~a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the ~~Company~~power to ~~are~~vote ~~set~~or ~~forth~~direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below:, each person has sole voting and investment power.

	For Fiscal Year Ended December 31, 2010		For Fiscal Year Ended December 31, 2009
Audit Fees	$	14,000	$	14,000
Tax Fees ( Paid to Alan Weinberg CPA )	$	1,000	$	1,000

The percentages below are calculated based on 659,431,870 shares of our common stock issued and outstanding as of December 31, 2011. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock other than convertible debt that can be converted into common shares of the company.

As of December 31, 2010, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.17

PART IV

		Percent of
	Number of Shares of Common	Common
	Stock Beneficially	Stock Beneficially
Name and Address of	Owned or Right to	Owned or Right
Beneficial Owner	Direct Vote (1)	to Direct Vote
JUDAH STEINBERGER	219,040,000	33	%
RUTH KATZ	190,000,000	28	%
HENRY BALL	50,000,000	7.5	%

~~Item~~(1) 14Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the "SEC") and generally includes voting or investment power with respect to securities. ~~Exhibits~~ In accordance with SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and ~~Financial~~outstanding ~~Statement~~with ~~Schedules~~respect to, the holder of such option or warrant. Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

Exhibit		Description
Exhibit
3.1		Articles of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
3.2		Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
3.3		Form of Common Stock Certificate of the Company (filed as Exhibit 3.3 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
10.1		Invention Technology Assignment (filed as Exhibit 10.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Accounting Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)
32.2		Certification of Principal Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

18Other than the transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which our Director, executive officer, stockholders, or any member of the immediate family of the foregoing had or is to have a direct or indirect material interest.

~~SIGNATURES~~As of December 31, 2011, the Company owed to Directors / Stockholders of the Company $5,034 .

InThe ~~accordance~~Company ~~with~~issued ~~Section~~180,000,000 13shares valued orat ~~15(d) of the Exchange Act~~$108,000 ~~the registrant caused this report~~ to betwo ~~signed~~Directors onfor ~~its~~services ~~behalf~~in ~~by the undersigned, thereunto duly authorized~~2011.

	The Mobile Star Corp
Date: March 22 2011	By:	/s/ Danny Elbaz
	Name: Danny Elbaz
	Title: Chief Executive Officer, and Director
	By ;	/s/ Eran Gronich
	Name : Eran Gronich
	Title : Principal Accounting and Financial Officer , Secretary and Director

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

Date: March 22 2011	By:	/s/ Danny Elbaz
	Name: Danny Elbaz Title: Chief Executive Officer, and Director
Date: March 22 2011	By:	/s/ Eran Gronich
	Name: Eran Gronich Title: Principal Accounting and Financial Officer , Secretary and Director

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

19Item 14. Principal Accounting Fees and Services.

Our principal independent accountant is Weinberg and Baer LLC CPA. Their pre-approved fees billed to the Company are set forth below:

	For Fiscal Year Ended		For Fiscal Year Ended
	December 31, 2011		December 31, 2010
Audit Fees	$	14,000	$	14,000

Tax Fees ( Paid to Alan Weinberg CPA )	$	500	$	500

As of December 31, 2011, the Company did not have a formal documented pre-approval policy for the fees of the principal accountant. The Company does not have an audit committee. The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

PART IV

Item 14.

Exhibits and Financial Statement Schedules.

Exhibit		Description

Exhibit

3.1		Articles of Incorporation of the Company (filed as Exhibit 3.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
3.2		Bylaws of the Company (filed as Exhibit 3.2 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
3.3		Form of Common Stock Certificate of the Company (filed as Exhibit 3.3 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )
10.1		Invention Technology Assignment (filed as Exhibit 10.1 to Registration Statement on Form S1, filed with the Securities and Exchange Commission on August 12 2008 )

31.1		Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Principal Accounting Officer Pursuant to Exchange Act Rule 13A-14(A)/15D-14(A) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)

32.2		Certification of Principal Accounting Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002(filed herewith)

SIGNATURES

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

	The Mobile Star Corp

Date: March 12 2011	By:	/s/ George Ivakhnik
	Name: George Ivakhnik
	Title: Chief Executive Officer, and Director

	By ;	/s/ George Ivakhnik
	Name : George Ivakhnik
	Title : Chief Executive Officer, and Director

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

Date: March 12 2011	By:	/s/ Ruth Katz
	Name: Ruth Katz
	Title: Principal Accounting and Financial Officer, Secretary and Director

Date: March 12 2011	By:	/s/ Ruth Katz
	Name: Ruth Katz
	Title: Principal Accounting and Financial Officer, Secretary and Director

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